exh10-1.htm


    Exhibit
      10.1

    


    AMENDMENT
      No. 6

    to
      the

    CENTURYTEL,
      INC. KEY EMPLOYEE

    INCENTIVE
      COMPENSATION PLAN

    


    WHEREAS,
      an amendment to the CenturyTel, Inc. Key Employee Incentive Compensation Plan
      (the “Plan”) was adopted by the Compensation Committee of the Board of Directors
      on February 26, 2007, and ratified by the Board of Directors on February 27,
      2007, to clarify the circumstances under which a qualifying participant whose
      employment terminates due to retirement on or after age 55, death, disability
      or
      layoff may be entitled to a full or partial bonus;

    


    NOW,
      THEREFORE, CenturyTel, Inc. hereby
      executes and delivers this Amendment No. 6 to the Plan as of this 27th day of
      February,
      2007.

    


    I.  AMENDMENT

    


    Sections
      4(b) and 4(c) of the Plan are
      hereby revised to read in its entirety as follows:

    


    (b)              (i)      
       A Participant who is not employed by the Company at the time bonus
      payments become payable under the Plan for a Plan Year (or, for Participants
      receiving bonuses based on a performance period of less than the full Plan
      Year,
      the applicable portion of such Plan Year) may nevertheless be entitled to a
      full
      or partial bonus if such Participant is a “Qualifying Participant” for such Plan
      Year or the applicable portion thereof.

    


    (ii)       
      A “Qualifying Participant” is a Participant whose employment with the Company or
      participation in the Plan is terminated due to:

    


    (A)   retirement
      on or after age 55 after completing five full years of employment with the
      Company (with years of employment with the Company being determined by
      accumulating such Participant’s full months of employment with the Company, in
      the aggregate and without regard to whether such employment was continuous,
      and
      dividing such amount by 12);

    


    (B)   a
      reduction in force layoff by the Company (excluding terminations for cause
      or
      due to inadequate performance) or a Company-mandated transfer to a new position
      that no longer qualifies such Participant to receive benefits under this
      Plan;

    


    (C)   death;
      or

    


    (D)   being
      declared eligible to receive benefits under the Company’s long-term disability
      plan.

    


    (c)              Unless
      the Company and the Qualifying Participant otherwise agree in writing to the
      contrary:

    


    (i)      
      Any Qualifying Participant whose employment with the Company or participation
      in
      the Plan is terminated at any time after the 60th day of a Plan Year for any
      of
      the reasons described in paragraph (b)(ii) other than disability shall be
      entitled to receive a pro rata bonus for such Plan Year based on the
      Company’s performance for the entire Plan Year and the Participant’s performance
      through the termination date, determined in each case on the same terms and
      conditions (including the same payment schedule) previously authorized under
      the
      Plan; provided, however, that such bonus shall be pro
      rated in accordance with the Company’s policies to reflect for bonus
      purposes only the Participant’s service for the portion of the year through the
      Participant’s last date of qualifying employment with the Company;
provided, further, that if any Qualifying Participant is eligible
      to receive a quarterly or bi-annual bonus (or any other bonus based on
      performance during a period less than one full year) and the employment of
      such
      participant is terminated at any time after being employed for at least 20%
      of
      such bonus period, then such participant shall be entitled to a pro
      rata cash bonus for such period determined in the same manner (as adjusted
      to reflect the targeted bonus opportunity for such period and the portion of
      such period served by such participant prior to termination);

    


    (ii)     
      If a Participant becomes eligible to receive long-term disability benefits
      as of
      a date (the “LTD Effective Date”) after the 60th day of
      a Plan
      Year, then the Participant shall be entitled to receive a bonus for such Plan
      Year equal to the sum of (a) a pro rated payment determined in the same
      manner as provided in paragraph (c)(i) above, but pro rated to cover
      the period from the first day of the Plan Year through the LTD Effective Date,
      and (b) a pro rated payment equal to 100% of the Participant’s Target
      Bonus Opportunity (including all corporate and personal components thereof)
      covering the period from the LTD Effective Date through the end of such Plan
      Year;

    


    (iii)     Any
      Qualifying Participant whose employment with the Company or participation in
      the
      Plan is terminated following the completion of a Plan Year, but before bonus
      payments become payable under the Plan with respect to such Plan Year, shall
      be
      entitled to receive a bonus for such Plan Year based on the same terms and
      conditions (including the same payment schedule) previously authorized under
      the
      Plan and applicable to active Participants for such Plan Year; and

    


    (iv)     Solely
      for purposes of this Plan, a Qualifying Participant’s employment with the
      Company or participation in the Plan will be deemed to terminate (a) in the
      event of retirement or death, on the last day that such participant actively
      and
      fully discharged his duties as an employee of the Company, (b) in the event
      of a
      layoff or transfer of such participant, on the effective date of termination
      or
      transfer specified by the Company in its layoff or transfer announcement,
      irrespective of whether the terminated or transferred employee is then actively
      employed, on vacation, on leave, or otherwise absent, and irrespective of
      whether the terminated or transferred employee receives notice of such layoff
      or
      transfer before, on or after the effective date of termination or transfer,
      and
      (c) in the event of disability, on the LTD Effective Date.

    


    II.  EFFECT
      OF AMENDMENT

    


    The
      Plan
      is, and shall continue to be, in full force and effect and is hereby ratified
      and confirmed in all respects except that after giving effect to this Amendment
      No. 6, all references in the Plan to “this Plan,” “hereto,” “hereof,”
“hereunder” or words of similar impact referring to the Plan shall mean the Plan
      as amended through the date hereof, including this Amendment No. 6.

    


    IN
      WITNESS WHEREOF, CenturyTel, Inc. has executed this amendment in its corporate
      name as of the date set forth above.

    


    
      	 	
              CENTURYTEL,
                INC.

            
	 	 
	 	 
	 	
              By:
                /s/ R. Stewart Ewing, Jr.

            
	 	
              Name:
                R. Stewart Ewing, Jr.

            
	 	
              Title:  EVP
                and CFO