Exhibit 10.1(b)


    
      
        

      

    

     

    
      	
              Exhibit
                10.1(b)

            
	 
	
              CENTURYTEL

            
	 
	
              UNION
                401(k)
                PLAN AND TRUST

            
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	
              As
                Amended and Restated

            
	
              Through
                December 31, 2006

            
	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CENTURYTEL
      UNION 401(k) PLAN AND TRUST

    (formerly
      the CenturyTel, Inc. Union Group Incentive Plan and Trust)

    As
      Amended and Restated Effective December 31, 2006

     

    The
      CenturyTel Union 401(k) Plan and Trust (formerly the CenturyTel, Inc. Union
      Group Incentive Plan and Trust) (“Plan”) is the product of the merger of the
      CenturyTel, Inc. Union Retirement Savings Plan and Trust (“Retirement Savings
      Plan”) and the Telephone USA of Wisconsin, LLC Union 401(k) Plan and Trust
      (“Telephone USA Union Plan”) into the CenturyTel, Inc. Union Group Incentive
      Plan and Trust (“Group Incentive Plan”), which merger was effective December 31,
      2006.

     

    Pacific
      Telecom, Inc. established the Group Incentive Plan for the exclusive benefit
      of
      eligible employees of Pacific Telecom, Inc. and its participating affiliates,
      originally effective June 1, 1983. The Group Incentive Plan was adopted by
      CenturyTel, Inc. (the “Company”) as of January 1, 1999, and was last amended and
      restated effective September 1, 2000. 

     

    CenturyTel,
      Inc. (the “Company”) established the Retirement Savings Plan for the exclusive
      benefit of eligible employees of the Company and its participating affiliates,
      originally effective April 1, 1992, and was last amended and restated effective
      September 1, 2000.

     

    Telephone
      USA of Wisconsin, LLC (“Telephone USA”) established the Telephone USA Union Plan
      for the exclusive benefit of eligible employees of Telephone USA and its
      participating affiliates, originally effective October 1, 2000. The Telephone
      USA Union Plan has not been amended and restated since its original effective
      date.

     

    The
      Plan,
      the Group Incentive Plan, the Retirement Savings Plan, and the Telephone USA
      Union Plan are intended to constitute qualified profit sharing plans, as
      described in Code Section 401(a), and include qualified cash or deferred
      arrangements, as described in Code Section 401(k). Participants in the former
      Group Incentive Plan and Telephone USA Union Plan are “Group A Participants”
under the Plan (see Appendix A), and Participants in the former Retirement
      Savings Plan are “Group B Participants under the Plan (see Appendix
      B).

     

    The
      assets of the Plan are held in the Union 401(k) Trust. The Union 401(k) Trust
      is
      incorporated herein as Appendix C. The Trustee of the Union 401(k) Trust is
      T.
      Rowe Price Trust Company. The Trust is intended to be tax exempt, as described
      in Code Section 501(a). 

     

    The
      Plan
      is intended to comply with the qualification requirements of the Economic Growth
      and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and other legal and
      regulatory changes since the last restatement, including requirements to adopt
      “good faith” amendments applicable to Cycle A filers in IRS Notice 2005-101, and
      is intended to comply in operation therewith. The Plan is also restated in
      good
      faith compliance with the final Treasury Regulations that were issued under
      Code
      Sections 401(k) and 401(m) and such provisions are effective January 1, 2006.
      To
      the extent that the Plan, as set forth below, is subsequently determined to
      be
      insufficient to comply with such requirements and any regulations issued, the
      Plan shall later be amended to so comply.

     

    The
      Plan,
      as set forth in this document, is hereby amended and restated effective December
      31, 2006, unless stated otherwise herein. The Plan name is being changed to
      the
      CenturyTel Union 401(k) Plan and Trust with this amendment and restatement.
      

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	
              Page

            
	 	 
	
              ARTICLE
                I DEFINITIONS

            	
              1

            
	 	 	
               

            
	
              1.1

            	
              ACCRUED
                BENEFIT

            	
              1

            
	
              1.2

            	
              ADDITIONAL
                MATCH ACCOUNT

            	
              1

            
	
              1.3

            	
              ADDITIONAL
                MATCH CONTRIBUTIONS

            	
              1

            
	
              1.4

            	
              ADMINISTRATOR
                OR PLAN ADMINISTRATOR

            	
              1

            
	
              1.5

            	
              AFFILIATED
                EMPLOYER

            	
              1

            
	
              1.6

            	
              BENEFICIARY

            	
              1

            
	
              1.7

            	
              BOARD
                OR BOARD OF DIRECTORS

            	
              1

            
	
              1.8

            	
              BREAK
                IN SERVICE

            	
              1

            
	
              1.9

            	
              CATCH-UP
                CONTRIBUTIONS

            	
              1

            
	
              1.10

            	
              CODE

            	
              2

            
	
              1.11

            	
              COMMITTEE

            	
              2

            
	
              1.12

            	
              COMPANY

            	
              2

            
	
              1.13

            	
              COMPANY
                STOCK

            	
              2

            
	
              1.14

            	
              COMPENSATION

            	
              2

            
	
              1.15

            	
              EARLY
                RETIREMENT DATE

            	
              3

            
	
              1.16

            	
              EFFECTIVE
                DATE

            	
              3

            
	
              1.17

            	
              ELECTIVE
                DEFERRAL ACCOUNT

            	
              3

            
	
              1.18

            	
              ELECTIVE
                DEFERRALS

            	
              3

            
	
              1.19

            	
              EMPLOYEE

            	
              3

            
	
              1.20

            	
              EMPLOYER

            	
              3

            
	
              1.21

            	
              EMPLOYER
                CONTRIBUTION ACCOUNTS

            	
              4

            
	
              1.22

            	
              EMPLOYER
                MATCH ACCOUNT

            	
              4

            
	
              1.23

            	
              EMPLOYER
                MATCH CONTRIBUTIONS

            	
              4

            
	
              1.24

            	
              ERISA

            	
              4

            
	
              1.25

            	
              GROUP
                A PARTICIPANT

            	
              4

            
	
              1.26

            	
              GROUP
                B PARTICIPANT

            	
              4

            
	
              1.27

            	
              GROUP
                INCENTIVE PLAN

            	
              4

            
	
              1.28

            	
              HIGHLY
                COMPENSATED EMPLOYEE

            	
              4

            
	
              1.29

            	
              HOUR
                OF SERVICE

            	
              5

            
	
              1.30

            	
              INVESTMENT
                OPTIONS

            	
              6

            
	
              1.31

            	
              LEASED
                EMPLOYEE

            	
              6

            
	
              1.32

            	
              MATCHING
                CONTRIBUTIONS

            	
              6

            
	
              1.33

            	
              NON-HIGHLY
                COMPENSATED EMPLOYEE

            	
              6

            
	
              1.34

            	
              NORMAL
                RETIREMENT AGE

            	
              6

            
	
              1.35

            	
              PARTICIPANT

            	
              6

            
	
              1.36

            	
              PLAN

            	
              6

            
	
              1.37

            	
              PLAN
                YEAR

            	
              6

            
	
              1.38

            	
              PROFIT
                SHARING ACCOUNT

            	
              7

            
	
              1.39

            	
              QUALIFIED
                MATCHING CONTRIBUTION ACCOUNT

            	
              7

            
	
              1.40

            	
              QUALIFIED
                MATCHING CONTRIBUTIONS

            	
              7

            
	
              1.41

            	
              QUALIFIED
                NON-ELECTIVE CONTRIBUTION ACCOUNT

            	
              7

            
	
              1.42

            	
              QUALIFIED
                NON-ELECTIVE CONTRIBUTIONS

            	
              7

            
	
              1.43

            	
              RETIREMENT
                SAVINGS PLAN

            	
              7

            
	
              1.44

            	
              ROLLOVER
                ACCOUNT

            	
              7

            
	
              1.45

            	
              TELEPHONE
                USA UNION PLAN

            	
              7

            
	
              1.46

            	
              TRUST
                AGREEMENT

            	
              7

            
	
              1.47

            	
              TRUSTEE

            	
              7

            
	
              1.48

            	
              VALUATION
                DATE

            	
              7

            
	
              1.49

            	
              VESTING
                COMPUTATION PERIOD

            	
              7

            
	
              1.50

            	
              VOLUNTARY
                AFTER-TAX ACCOUNT

            	
              7

            


    

    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    


    
      	
              1.51

            	
              YEAR
                OF SERVICE

            	
              8

            
	 	
               

            
	
              ARTICLE
                II ELIGIBILITY AND PARTICIPATION

            	
              8

            
	 	 	
               

            
	
              2.1

            	
              ACTIVE
                PARTICIPATION

            	
              8

            
	
              2.2

            	
              EXCLUSION
                OF CERTAIN EMPLOYEES

            	
              8

            
	
              2.3

            	
              RIGHTS
                OF RETURNING VETERANS

            	
              8

            
	 	
               

            
	
              ARTICLE
                III CONTRIBUTIONS

            	
              9

            
	 	 	
               

            
	
              3.1

            	
              ELECTIVE
                DEFERRALS

            	
              9

            
	
              3.2

            	
              EMPLOYER
                MATCH CONTRIBUTIONS

            	
              11

            
	
              3.3

            	
              ADDITIONAL
                MATCH CONTRIBUTIONS

            	
              13

            
	
              3.4

            	
              PAYMENT
                OF CONTRIBUTIONS: TIMING

            	
              14

            
	
              3.5

            	
              FORFEITURES

            	
              14

            
	
              3.6

            	
              ROLLOVERS
                AND TRANSFERS

            	
              14

            
	
              3.7

            	
              AVERAGE
                ACTUAL DEFERRAL PERCENTAGE TEST UNDER SECTION 401(K) OF THE
                CODE

            	
              14

            
	
              3.8

            	
              LIMITATIONS
                ON EMPLOYEE CONTRIBUTIONS AND EMPLOYER MATCHING
                CONTRIBUTIONS

            	
              18

            
	
              3.9

            	
              CORRECTIVE
                CONTRIBUTIONS

            	
              23

            
	 	
               

            
	
              ARTICLE
                IV ALLOCATION OF FUNDS

            	
              24

            
	 	 	
               

            
	
              4.1

            	
              ALLOCATION
                OF EMPLOYER CONTRIBUTIONS

            	
              24

            
	
              4.2

            	
              ALLOCATION
                OF NET EARNINGS OR LOSSES OF THE TRUST

            	
              24

            
	
              4.3

            	
              VALUATIONS

            	
              24

            
	
              4.4

            	
              ACCOUNTING
                FOR DISTRIBUTIONS

            	
              24

            
	
              4.5

            	
              SEPARATE
                ACCOUNTS

            	
              24

            
	
              4.6

            	
              INVESTMENT
                OF FUNDS

            	
              24

            
	 	
               

            
	
              ARTICLE
                V MAXIMUM CONTRIBUTIONS AND BENEFITS

            	
              26

            
	 	 	
               

            
	
              5.1

            	
              DEFINED
                CONTRIBUTION LIMITATION

            	
              26

            
	 	
               

            
	
              ARTICLE
                VI ENTITLEMENT TO BENEFITS

            	
              27

            
	 	 	 
	
              6.1

            	
              DISTRIBUTION
                EVENTS

            	
              27

            
	
              6.2

            	
              DISABILITY

            	
              27

            
	
              6.3

            	
              DEATH
                BENEFITS

            	
              28

            
	
              6.4

            	
              RETIREMENT

            	
              28

            
	
              6.5

            	
              TERMINATION
                OF EMPLOYMENT

            	
              28

            
	
              6.6

            	
              OTHER
                PERMITTED DISTRIBUTIONS

            	
              29

            
	 	
               

            
	
              ARTICLE
                VII DISTRIBUTION OF BENEFITS

            	
              32

            
	 	 	
               

            
	
              7.1

            	
              GENERAL

            	
              32

            
	
              7.2

            	
              METHOD
                OF DISTRIBUTION

            	
              32

            
	
              7.3

            	
              INSTALLMENT
                PAYMENTS

            	
              32

            
	
              7.4

            	
              COMMENCEMENT
                OF BENEFITS

            	
              32

            
	
              7.5

            	
              MINIMUM
                REQUIRED DISTRIBUTIONS

            	
              33

            
	
              7.6

            	
              DISTRIBUTION
                OF DEATH BENEFITS

            	
              34

            
	
              7.7

            	
              DISTRIBUTION
                UPON TERMINATION OF EMPLOYMENT AND RESTRICTIONS ON IMMEDIATE
                DISTRIBUTION

            	
              37

            
	
              7.8

            	
              FORFEITURE
                AND SPECIAL VESTING FORMULA

            	
              38

            
	
              7.9

            	
              RESTORATION
                OF FORFEITURE

            	
              38

            
	
              7.10

            	
              DIRECT
                ROLLOVER

            	
              39

            
	
              7.11

            	
              QUALIFIED
                DOMESTIC RELATIONS ORDER

            	
              40

            
	 	 
	
              ARTICLE
                VIII BENEFICIARY AND PARTICIPANT INFORMATION

            	
              41

            
	 	 	
               

            
	
              8.1

            	
              DESIGNATION
                OF BENEFICIARY

            	
              41

            
	
              8.2

            	
              INFORMATION
                TO BE FURNISHED BY PARTICIPANT AND BENEFICIARIES

            	
              41

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      	
              ARTICLE
                IX LOANS TO PARTICIPANTS

            	
              42

            
	 	 	
               

            
	
              9.1

            	
              LOANS

            	
              42

            
	
              9.2

            	
              PARTICIPANT
                LOAN PROGRAM

            	
              43

            
	 	
               

            
	
              ARTICLE
                X VOTING PROVISIONS

            	
              43

            
	 	 	 
	
              10.1

            	
              VOTING
                RIGHTS OF COMPANY STOCK

            	
              43

            
	
              10.2

            	
              RESPONDING
                TO TENDER AND EXCHANGE OFFERS

            	
              44

            
	
              10.3

            	
              CONFIDENTIALITY

            	
              44

            
	 	
               

            
	
              ARTICLE
                XI TOP HEAVY PROVISIONS

            	
              44

            
	 	 	
               

            
	
              11.1

            	
              APPLICABILITY

            	
              44

            
	
              11.2

            	
              DEFINITIONS

            	
              44

            
	
              11.3

            	
              MINIMUM
                ALLOCATION

            	
              48

            
	
              11.4

            	
              VESTING

            	
              49

            
	 	 
	
              ARTICLE
                XII ADMINISTRATION OF THE PLAN

            	
              49

            
	 	 	
               

            
	
              12.1

            	
              PLAN
                COMMITTEE

            	
              49

            
	
              12.2

            	
              DUTIES
                AND RESPONSIBILITIES OF FIDUCIARIES

            	
              49

            
	
              12.3

            	
              POWERS
                AND RESPONSIBILITIES OF THE PLAN ADMINISTRATOR

            	
              49

            
	
              12.4

            	
              ALLOCATION
                OF DUTIES AND RESPONSIBILITIES

            	
              51

            
	
              12.5

            	
              EXPENSES

            	
              51

            
	
              12.6

            	
              LIABILITIES

            	
              51

            
	
              12.7

            	
              CLAIMS
                PROCEDURE

            	
              51

            
	 	
               

            
	
              ARTICLE
                XIII AMENDMENT, TERMINATION AND MERGER

            	
              53

            
	 	 	
               

            
	
              13.1

            	
              AMENDMENTS

            	
              53

            
	
              13.2

            	
              PLAN
                TERMINATION: DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS

            	
              53

            
	
              13.3

            	
              SUCCESSOR
                EMPLOYER

            	
              53

            
	
              13.4

            	
              MERGER,
                CONSOLIDATION OR TRANSFER

            	
              54

            
	 	
               

            
	
              ARTICLE
                XIV MISCELLANEOUS PROVISIONS

            	
              54

            
	 	 	
               

            
	
              14.1

            	
              EXCLUSIVE
                BENEFIT OF PARTICIPANTS AND BENEFICIARIES

            	
              54

            
	
              14.2

            	
              NONGUARANTEE
                OF EMPLOYMENT

            	
              54

            
	
              14.3

            	
              RIGHTS
                TO TRUST ASSETS

            	
              54

            
	
              14.4

            	
              NONALIENATION
                OF BENEFITS

            	
              55

            
	
              14.5

            	
              GENDER

            	
              55

            
	
              14.6

            	
              TITLES
                AND HEADINGS

            	
              55

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

    DEFINITIONS

     

    1.1    Accrued
      Benefit.
      The
      balance in a Participant’s or Beneficiary’s account, including contributions,
      distributions, forfeitures, income, expenses, gains and losses (whether or
      not
      realized) allocated or attributable thereto. Said account balance shall be
      determined as of the most recent Valuation Date. Each Accrued Benefit shall
      be
      divided into one or more of the following subaccounts, to the extent
      applicable:
      

     

    
      	 	
              (a)

            	
              Additional
                Match Account;

            


    

    
      	 	
              (b)

            	
              Elective
                Deferral Account; 

            


    

    
      	 	
              (c)

            	
              Employer
                Match Account; 

            


    

    
      	 	
              (d)

            	
              Profit
                Sharing Account;

            


    

    
      	 	
              (e)

            	
              Rollover/Transfer
                Account; 

            


    

    
      	 	
              (f)

            	
              Qualified
                Non-Elective Contribution Account;

            


    

    
      	 	
              (g)

            	
              Qualified
                Matching Contribution Account; and

            


    

    
      	 	
              (h)

            	
              Voluntary
                After-Tax Account.

            


    

    


    The
      foregoing accounts, which are designated as functional accounts, are derived
      from the source of the funds contributed thereto. 

     

    1.2    Additional
      Match Account.
      The
      portion of a Participant’s Accrued Benefit which consists of Additional Match
      Contributions made to the Plan by the Employer. 

     

    1.3    Additional
      Match Contributions.
      Matching
      Contributions made to the Plan by the Employer pursuant to Section 3.3 of the
      Plan. 

     

    1.4    Administrator
      or Plan Administrator.
      The
      CenturyTel Retirement Committee.

     

    1.5    Affiliated
      Employer.
      The
      Employer and any corporation which is a member of a controlled group of
      corporations (as defined in Section 414(b) of the Code) which includes the
      Employer, any trade or business (whether or not incorporated) which is under
      common control (as defined in Section 414(c) of the Code) with the Employer,
      any
      organization (whether or not incorporated) which is a member of an affiliated
      service group (as defined in Section 414(m) of the Code) which includes the
      Employer, and any other entity required to be aggregated with the Employer
      pursuant to regulations under Section 414(o) of the Code. 

     

    1.6    Beneficiary.
      The
      person or persons so designated by the Participant to receive his benefits
      under
      the Plan in the event of his death, pursuant to Section 8.1 of the
      Plan. 

     

    1.7    Board
      or Board of Directors.
      The
      Board of Directors of the Company.

     

    1.8    Break
      in Service.
      A
      Vesting Computation Period in which an Employee fails to complete more than
      500
      Hours of Service with the Employer. 

     

    1.9    Catch-Up
      Contributions.
      Contributions made to the Plan by the Employer at the election of the
      Participant who has attained the age of 50 before the close of the Plan Year
      in
      lieu of cash compensation, pursuant to Section 3.1(d) of the Plan. These
      contributions are held in the Elective Deferral Account.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    1.10     Code.
      The
      Internal Revenue Code of 1986, as amended.

     

    1.11  
        Committee.
      The
      committee designated by the Board of Directors or the Compensation Committee
      of
      the Board, pursuant to Section 12.1 of the Plan to control and manage the
      operation and administration of the Plan to the extent set forth
      herein. 

     

    1.12  
        Company.
      CenturyTel, Inc. or any successor by merger, purchase or otherwise.

     

    1.13  
        Company
      Stock. Shares
      of
      voting common stock, $1.00 par value, issued by the Company.

     

    1.14  
        Compensation.

     

    
      	 	
              (a)

            	
              Compensation.
                All of each Participant’s W-2 earnings, including any amount which is
                contributed by the Employer pursuant to a salary reduction agreement
                and
                which is not includible in the gross income of the Employee under
                Section
                125, 402(e)(3), 402(h)(1)(B), 403(b), 408(p)(2)(A)(i) or 457 of the
                Code,
                and excluding (a) severance pay or termination allowance in any form,
                (b)
                reimbursements or other expense allowances, cash and non-cash fringe
                benefits, moving expenses, deferred compensation and welfare benefits,
                and
                (c) for Group B Participants only, overtime, completion bonuses,
                Christmas
                bonuses, and restricted stock awards under the Company’s Restricted Stock
                Plan or Key Employee Incentive Compensation
                Plan.

            


    

     

    Effective
      January 1, 2007, Compensation shall mean the total amounts paid to a Participant
      by an Employer reported on Form W-2 of the Participant plus Elective Deferrals,
      including Catch-up Contributions, made pursuant to Section 3.1(d) of the Plan,
      contributions to Code Section 125 plans, and contributions to pay for qualified
      transportation fringe benefits under Code Section 132(f)(2), and excluding
      the
      following unless stated otherwise:

     

    
      	 	
              (1)

            	
              Overtime
                (for Group B Participants only). However, if a Group B Participant
                has
                fewer than 80 hours of standard pay, in such Employee’s payroll period,
                overtime pay is converted to standard pay until the Employee has
                80 hours
                for Plan purposes (40 hours if on a weekly
                payroll);

            


    

     

    
      	 	
              (2)

            	
              Reimbursements
                or other expense allowances, such as meal allowances, imputed income,
                special credits for waiver of benefits, housing allowance, moving
                expenses, and all other cash and non-cash fringe
                benefits;

            


    

     

    
      	 	
              (3)

            	
              Deferred
                compensation, and welfare benefits;
                and

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	 	
              (4)

            	
              Severance
                pay or termination pay in any form.

            


    

     

    
      	 	
              (b)

            	
              Section
                415 Compensation.
                Section 415 Compensation shall mean the total amounts paid to a
                Participant by an Employer reported on Form W-2 of the Participant
                plus
                Elective Deferrals, including Catch-up Contributions, made pursuant
                to
                Section 3.1(d) of the Plan, contributions to Code Section 125 plans,
                and
                contributions to pay for qualified transportation fringe benefits
                under
                Code Section 132(f)(2). The Employer can elect any other alternative
                definition of compensation as prescribed by the Code or Treasury
                Regulations provided the definition of compensation does not by design
                favor Highly Compensated Employees.


            


    

     

    
      	 	
              (c)

            	
              Total
                Compensation.
                Total Compensation shall mean Section 415 Compensation. However,
                the
                Employer can elect any alternative definition of compensation as
                prescribed by the Code or Treasury Regulations provided the definition
                of
                compensation does not favor Highly Compensated
                Employees.

            


    

     

    A
      Participant’s Compensation taken into account under the Plan for any Plan Year
      shall not exceed the limit that applies under Code Section 401(a)(17)(B) for
      that year, which limit is $225,000 for the 2007 Plan Year. Compensation shall
      include only the Compensation paid to an Employee while a Participant in the
      Plan.

     

    1.15  
        Early
      Retirement Date. The
      later
      of the date on which a Participant reaches age fifty-five (55) or completes
      five
      (5) Years of Service. 

     

    1.16  
        Effective
      Date.
      The
      effective date of this amendment and restatement shall be December 31,
      2006.

     

    1.17  
        Elective
      Deferral Account.
      The
      portion of a Participant’s Accrued Benefit which consists of Elective Deferrals
      made to the Plan by the Employer on behalf of the Participant. 

     

    1.18  
        Elective
      Deferrals.
      Contributions made to the Plan by the Employer at the election of the
      Participant in lieu of cash compensation, pursuant to Section 3.1 of the Plan,
      including contributions made pursuant to a salary reduction
      agreement. 

     

    1.19  
        Employee.
      Any
      person employed by the Employer maintaining the Plan or any other Employer
      required to be aggregated with such Employer under Section 414(b), (c), (m)
      or
      (o) of the Code and including Leased Employees within the meaning of Section
      414(n)(2) or (o) of the Code. Notwithstanding the foregoing, if such Leased
      Employees constitute less than twenty percent of the Employer’s non-highly
      compensated work force within the meaning of Section 414(n)(5)(C)(ii) of the
      Code, the term “Employee” shall not include those Leased Employees covered by a
      plan described in Section 414(n)(5) of the Code unless otherwise provided by
      the
      terms of the Plan. 

     

    1.20  
        Employer.
      The
      entity that establishes or maintains the Plan and any successor to such entity,
      as reflected in the lists of employers entering into collective bargaining
      agreements with Employees listed in Appendices A and B. Such lists of Employers
      shall change when an Employer enters into a collective bargaining agreement
      and
      attaches a revised Appendix A or B hereto, without the necessity of amending
      the
      Plan. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    1.21  
        Employer
      Contribution Accounts.
      The
      portion of a Participant’s Accrued Benefit consisting of his Employer Match
      Account and his Additional Match Account. 

     

    1.22  
        Employer
      Match Account.
      The
      portion of a Participant’s Accrued Benefit which consists of Employer Match
      Contributions made to the Plan by the Employer. 

     

    1.23  
        Employer
      Match Contributions.
      Matching Contributions made to the Plan by the Employer pursuant to Section
      3.2
      of the Plan.

     

    1.24  
        ERISA.
      The
      Employee Retirement Income Security Act of 1974, as amended.

     

    1.25 
        Group
      A Participant.
      A Group
      A Participant is one who participates in the Plan pursuant to a collective
      bargaining agreement, as set forth on Appendix A to the Plan. Group A
      Participants include those who participated in the Group Incentive Plan or
      the
      Telephone USA Union Plan prior to December 31, 2006 (prior to its merger with
      the Plan).

     

    1.26 
        Group
      B Participant.
      A Group
      B Participant is one who participates in the Plan pursuant to a collective
      bargaining agreement, as set forth on Appendix B to the Plan. Group B
      Participants include those who participated in the Retirement Savings Plan
      prior
      to December 31, 2006 (prior to its merger with the Plan).

     

    1.27  
        Group
      Incentive Plan.
      The
      CenturyTel, Inc. Union Group Incentive Plan and Trust, into which the Retirement
      Savings Plan and Telephone USA Union Plans merged effective December 31,
      2006.

     

    1.28  
        Highly
      Compensated Employee.
      The term
      Highly Compensated Employee includes active Highly Compensated Employees and
      former Highly Compensated Employees.

     

    An
      active
      Highly Compensated Employee includes any Employee who: 

     

    
      	 	
              (a)

            	
              was
                a five-percent (5%) owner (as defined in Section 416(i)(1)(B)(i)
                of the
                Code) at any time during the year or the preceding year, or
                

            


    

     

    
      	 	
              (b)

            	
              for
                the preceding year had compensation within the meaning of Section
                415(c)(3) of the Code from the Employer in excess of $100,000 (as
                adjusted
                under Code Section 415(d)). (Employees earning $100,000 in 2006 will
                be
                considered Highly Compensated Employees in 2007). The applicable
                year of
                the Plan for which a determination is being made is called a determination
                year and the preceding twelve (12) month period is called a look-back
                year. 

            


    

     

    A
      former
      Highly Compensated Employee is determined based on the rules applicable to
      determining Highly Compensated Employee status as in effect for the
      determination year, in accordance with Treasury Regulations Section 1.414(q)-lT,
      A-4, and Notice 97-45. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    1.29  
        Hour
      of Service. 

     

    
      	 	
              (a)

            	
              An
                Hour of Service shall mean and include each hour for which an Employee
                is
                compensated by the Employer, or is entitled to be so compensated,
                for
                Service rendered by him to the Employer. These hours will be credited
                to
                the Employee for the computation period in which the duties are performed.
                

            


    

     

    
      	 	
              (b)

            	
              An
                Hour of Service shall also mean and include each hour for which an
                Employee is compensated by the Employer, or is entitled to be so
                compensated, on account of a period of time during which no Services
                are
                rendered by him to the Employer (regardless of whether the Employee
                shall
                have ceased to be an Employee) due to vacation, holiday, illness,
                incapacity (including disability), layoff, jury duty, military duty
                or
                leave of absence. No more than five hundred and one (501) Hours of
                Service
                shall be credited pursuant to this subparagraph (b) on account of
                any
                single continuous period during which an Employee renders no Services
                to
                the Employer (whether or not such period occurs in a single computation
                period). Hours under this paragraph will be calculated and credited
                pursuant to Section 2530.200b-2 of the Department of Labor Regulations,
                which are incorporated herein by this
                reference.

            


    

     

    
      	 	
              (c)

            	
              An
                Hour of Service shall also mean and include each hour for which back
                pay,
                without regard to mitigation of damages, has been awarded or agreed
                to by
                the Employer. The same Hours of Service shall not be credited both
                under
                subparagraph (a) or subparagraph (b), whichever shall be applicable,
                and
                also under this subparagraph (c). The hours will be credited to the
                Employee for the computation period or periods to which the award
                or
                agreement pertains rather than the computation period in which the
                award,
                agreement or payment is made. 

            


    

     

    Hours
      of
      Service will be credited for employment with any Employer or Affiliated
      Employer. Hours of Service will also be credited for any individual considered
      an Employee under Section 414(n) or (o) of the Code, and Treasury Regulations
      thereunder. 

     

    Solely
      for purposes of determining whether a Break in Service for participation and
      vesting purposes has occurred in a computation period, an individual who is
      absent from work for maternity or paternity reasons shall receive credit for
      the
      Hours of Service which would otherwise have been credited to such individual
      but
      for such absence, or in any case in which such hours cannot be determined,
      eight
      (8) Hours of Service per day of such absence. For purposes of this paragraph,
      an
      absence from work for maternity or paternity reasons means an absence (i) by
      reason of the pregnancy of the individual, (ii) by reason of a birth of a child
      of the individual, (iii) by reason of the placement of a child with the
      individual in connection with the adoption of such child by such individual,
      or
      (iv) for purpose of caring for such child for a period beginning immediately
      following such birth or placement. The House of Service credited under this
      paragraph shall be credited only (i) in the computation period in which the
      absence begins if the crediting is necessary to prevent a Break in Service
      in
      that period, or (ii) in all other cases, in the following computation period.
      

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    1.30  
        Investment
      Options.
      Any
      regulated investment companies registered under the Investment Company Act
      of
      1940, any common trust fund or collective investment fund of T. Rowe Price
      Associates, Inc. qualified under Sections 401 and 501 of the Code, and any
      other
      funding vehicle that the Committee permits. The Committee may change the
      available Investment Options from time to time. 

     

    1.31  
        Leased
      Employee.
      Any
      person (other than an Employee of the recipient) who, pursuant to an agreement
      between the recipient and any other person (“leasing organization”), has
      performed services for the recipient (or for the recipient and related persons
      determined in accordance with Section 414(n)(6) of the Code) on a substantially
      full time basis for a period of at least one (1) year, and such services are
      performed under primary direction by the recipient employer. 

     

    Any
      Leased Employee shall be treated as an Employee of the recipient Employer.
      However, contributions or benefits provided by the leasing organization which
      are attributable to service performed for the recipient Employer shall be
      treated as provided by the recipient Employer. The preceding sentence shall
      not
      apply to any Leased Employee if Leased Employees do not constitute more than
      twenty percent (20%) of the Employer’s non-highly compensated work force, and if
      such Employee is covered by a money purchase pension plan providing: (a) a
      nonintegrated Employer contribution rate of at least ten percent (10%) of Total
      Compensation, but including amounts contributed by the Employer pursuant to
      a
      salary reduction agreement which are excludible from the Employee’s gross income
      under Section 125, 402(e)(3), 402(h)(1)(B) or 403 (b) of the Code, (b) full
      and
      immediate vesting, and (c) each employee of the leasing organization (other
      than
      employees who perform substantially all of their services for the leasing
      organization) immediately participate in the plan. Item (c) shall not apply
      to
      any individual whose Total Compensation from the leasing organization in each
      Plan Year during the 4-year period ending with the Plan Year is less than
      $1,000.

     

    1.32  
        Matching
      Contributions.
      Contributions to the Plan made by the Employer and allocated to a Participant’s
      account by reason of the Participant’s Elective Deferrals.

     

    1.33  
        Non-Highly
      Compensated Employee.
      An
      Employee of the Employer who is not a Highly Compensated Employee.

     

    1.34  
        Normal
      Retirement Age.
      Normal
      Retirement Age is the Participant’s sixty-fifth (65th) birthday.

     

    1.35  
        Participant.
      An
      Employee of the Employer who has met the eligibility requirements as specified
      in Article II, and any former Employee on whose behalf an Accrued Benefit
      continues to be maintained in the Plan.

     

    1.36  
        Plan.
      The
      CenturyTel Union 401(k) Plan and Trust.

     

    1.37  
        Plan
      Year.
      The
      calendar year.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    1.38  
        Profit
      Sharing Account.
      The
      portion of a Participant’s Accrued Benefit which consists of Employer
      Contributions made to the Plan in prior years.

     

    1.39  
        Qualified
      Matching Contribution Account.
      The
      portion of a Participant’s Accrued Benefit which consists of Qualified Matching
      Contributions made to the Plan by the Employer.

     

    1.40  
        Qualified
      Matching Contributions.
      Matching
      Contributions made by the Employer and satisfies special requirements such
      as
      immediate vesting, nondiscrimination, and subject to withdrawal restrictions
      that are applicable to Elective Deferrals and which the Employer elects to
      treat
      as Qualified Matching Contributions.

     

    1.41  
        Qualified
      Non-Elective Contribution Account.
      The
      portion of a Participant’s Accrued Benefit which consists of Qualified
      Non-Elective Contributions made to the Plan by the Employer. 

     

    1.42  
        Qualified
      Non-Elective Contributions. Contributions
      (other than Matching Contributions or Qualifying Matching Contributions) made
      by
      the Employer and satisfies special requirements such as immediate vesting,
      nondiscrimination, and subject to withdrawal restrictions that are applicable
      to
      Elective Deferrals and which the Employer elects to treat as Qualified
      Non-Elective Contributions.

     

    1.43  
        Retirement
      Savings Plan.
      The
      CenturyTel, Inc. Union Retirement Savings Plan and Trust, which merged into
      the
      Plan effective December 31, 2006.

     

    1.44  
        Rollover
      Account.
      The
      portion of a Participant’s Accrued Benefit established in accordance with
      Section 3.6 of the Plan.

     

    1.45  
        Telephone
      USA Union Plan.
      The
      Telephone USA of Wisconsin, LLC Union 401(k) Plan, which merged into the Plan
      effective December 31, 2006.

     

    1.46  
        Trust
      Agreement. The
      agreement between the Employer and the Trustee under which the assets of the
      Plan are held, administered and managed.

     

    1.47  
        Trustee. The
      individual or corporate Trustee or Trustees under the Trust Agreement as they
      may be constituted from time to time.

     

    1.48  
        Valuation
      Date. The
      last
      day of each Plan Year and such other dates as may be necessary for the proper
      administration of the Plan.

     

    1.49  
        Vesting
      Computation Period. For
      purpose of computing an Employee’s nonforfeitable right to the account balance
      derived from Employer contributions, Years of Service and Breaks in Service
      will
      be measured by the Plan Year.

     

    1.50  
        Voluntary
      After-Tax Account. For
      Group
      B Participants only, that portion of a Participant’s Accrued Benefit, if any,
      attributable to amounts contributed by the Participant to the Plan as Employee
      After-Tax Contributions
      prior to September 1, 2000. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    1.51  
        Year
      of Service. A
      Vesting
      Computation Period or Plan Year, whichever is applicable, during which an
      Employee completes at least one thousand (l,000) Hours of Service (whether
      or
      not continuous). A Year of Service shall also be credited under this Plan to
      each Participant who was a participant in the Telephone USA Union Plan who
      was
      employed by the Employer as of October 1, 2000, for each year of service
      credited, as of October 1, 2000, under the GTE Savings Plan and the GTE Hourly
      Savings Plan.

     

    ARTICLE
      II

    ELIGIBILITY
      AND PARTICIPATION 

     

    2.1    Active
      Participation. Each
      Employee who is included in a unit of Employees covered by a collective
      bargaining agreement between Employee representatives and the Employer which
      provides for participation in this Plan by such Employees, as reflected in
      Appendices A and B, shall be eligible to participate in the Plan upon his date
      of employment or reemployment.

     

    2.2    Exclusion
      of Certain Employees. The
      following Employees are excluded from participation in the Plan: 

     

    
      	 	
              (a)

            	
              Employees
                whose compensation and conditions of employment are covered by a
                collective bargaining agreement to which the Employer is a party
                and which
                does not call for the Employee’s participation in the Plan;
                

            


    

     

    
      	 	
              (b)

            	
              Temporary
                Employees hired specifically to fill temporary or occasional
                needs; 

            


    

     

    
      	 	
              (c)

            	
              Employees
                who are non-resident aliens and who receive no Earned Income from
                the
                Employer which constitutes income from sources within the United
                States;
                and 

            


    

     

    
      	 	
              (d)

            	
              Employees
                whose compensation and conditions of employment are not covered by
                a
                collective bargaining agreement.

            


    

     

    In
      the
      event an Employee who is not a member of an eligible class of Employees becomes
      a member of the eligible class, such Employee shall be eligible to participate
      immediately. In the event a Participant is no longer a member of an eligible
      class of Employees and becomes ineligible to participate, such Employee shall
      be
      eligible to participate immediately upon returning to an eligible class of
      Employees.

     

    2.3    Rights
      of Returning Veterans.
      Notwithstanding any of the provisions of the Plan to the contrary, rights of
      Employees with respect to Service in the Uniformed Services will be provided
      in
      accordance with Code Section 414(u).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    ARTICLE
      III

    CONTRIBUTIONS

     

    3.1    Elective
      Deferrals.

     

    
      	 	
              (a)

            	
              Participant
                Election.
                A
                Participant may elect to defer Compensation that would otherwise
                be paid
                to him but for the deferral of such Compensation, in an amount expressed
                as a whole percentage from one percent (l%) to twenty-five percent
                (25%)
                of his Compensation as he shall elect in the manner prescribed by
                the
                Employer. The
                Employer may change from time to time, in writing, without the necessity
                of amending the Plan, the minimum and maximum percentages of Compensation
                that a Participant can elect to defer hereunder. Such salary deferral
                contributions shall be accomplished through the direct reduction
                of
                Compensation in each payroll period during which the election is
                in
                effect. A Participant may elect to increase, decrease or discontinue
                his
                salary deferral contributions by submitting a request to the Employer
                in
                the manner prescribed by the Employer. In addition, a Participant
                with an
                existing contribution rate of at least one percent (1%) may elect,
                in the
                manner prescribed by the Employer and under such procedures as are
                determined by the Employer, for his salary deferral contributions
                to be
                automatically increased according to a pre-determined schedule. A
                Participant shall at all times have a nonforfeitable interest in
                his
                Elective Deferral Account.

            


    

     

    
      	 	
              (b)

            	
              Elective
                Deferrals.
                With respect to any taxable year, a Participant’s Elective Deferrals are
                the sum of all Employer contributions made on behalf of such Participant
                pursuant to an election to defer under Section 3.1(a) of the Plan.
                

            


    

     

    
      	 	
              (c)

            	
              Limitation
                on Elective Deferrals.
                No
                Participant may make Elective Deferrals under this Plan, or any other
                qualified plan maintained by the Employer during any taxable year,
                in
                excess of the dollar limitation in Code Section 402(g) in effect
                for such
                taxable year, except to the extent permitted under Section 3.1(d)
                of this
                Plan and Code Section 414(v), if applicable. Notwithstanding any
                other
                provisions of the Plan, the Employer may distribute to the Participant,
                not later than April 15 following the calendar year to which the
                deferral
                is attributable, any deferral in excess of the aforesaid limit together
                with any earnings allocable thereto. A Participant is deemed to notify
                the
                Committee of any Excess Deferrals that arise under this Plan and
                any other
                plans of this Employer. The Employer may also distribute to the
                Participant any deferrals, together with any income allocable thereto,
                which the Participant has advised the Employer (in writing by March
                1)
                represent excess deferrals because of amounts deferred in the preceding
                year by the Participant under any other plans or arrangements described
                in
                Section 401(k), 408(k) or 403(b) of the Code.


            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    For
      purposes of the above, “Excess Deferrals” shall mean those Elective Deferrals
      that are includible in a Participant’s gross income under Section 402(g) of the
      Code to the extent such Participant’s Elective Deferrals for a taxable year
      exceed the dollar limitation under such Code Section. Excess Deferrals shall
      be
      treated as Annual Additions under the Plan, unless such amounts are distributed
      no later than the first April l5 following the close of Participant’s taxable
      year. 

     

    Determination
      of Earnings:
      Excess
      Deferrals shall be adjusted for any earnings up to the date of distribution.
      The
      amount of earnings allocable to Excess Deferrals is the sum of (1) income or
      loss allocable to the Participant’s Elective Deferral Account for the Plan Year
      multiplied by a fraction, the numerator of which is such Participant’s Excess
      Deferrals for the Plan Year and the denominator is the Participant’s account
      balance attributable to Elective Deferrals as of the beginning of the Plan
      Year
      plus the Participant’s Elective Deferrals for the Plan Year and (2) 10 percent
      of the amount determined under (1) multiplied by the number of whole calendar
      months between the end of the Plan Year and the date of distribution, counting
      the month of distribution if distribution occurs after the 15th
      day of
      such month. Notwithstanding, the Committee may use any reasonable method for
      computing the income allocable to Excess Deferrals, provided the method is
      used
      consistently for all Participants and for all corrective distributions under
      the
      Plan for the Plan Year, and is used by the Plan for allocating income to
      Participants’ accounts. The plan will not fail to use a reasonable method of
      computing the income allocable to Excess Deferrals merely because the income
      allocable to Excess Deferrals is determined on a date that is no more than
      seven
      days before the distribution. 

     

    
      	 	
              (d)

            	
              Catch-Up
                Contributions.
                All Participants who have attained age 50 before the close of the
                Plan
                Year shall be eligible to make Catch-Up Contributions in an amount
                expressed as a stated dollar amount, in the manner prescribed by
                the
                Employer and in accordance with, and subject to the limitations of,
                Code
                Section 414(v). For 2007 the Catch-Up Contribution Limit is $5,000.
                Such
                Catch-Up Contributions shall not be taken into account for purposes
                of the
                provisions of the Plan implementing the required limitations of Code
                Sections 402(g) and 415. The Plan shall not be treated as failing
                to
                satisfy the provisions of the Plan implementing the requirements
                of Code
                Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable,
                by reason of the making of such Catch-Up
                Contributions.

            


    

     

    
      	 	
              (e)

            	
              After-Tax
                Contributions.
                Retirement Savings Plan Participants were allowed to make Employee
                After-Tax Contributions to the Retirement Savings Plan prior to September
                1, 2000. Such contributions were disallowed on and after September
                1,
                2000. No other After-Tax Contributions are allowed.
                

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    3.2    Employer
      Match Contributions.
      

     

    
      	 	
              (a)

            	
              Subject
                to the limitation on Annual Additions as described in Article V of
                the
                Plan, for any Plan Year, the Employer shall contribute to the Employer
                Match Accounts in the Plan on behalf of each Participant, in the
                form of
                Matching Contributions, an amount equal to a percentage of such
                Participant’s Elective Deferrals as established by the Employer. Employer
                Match Contributions will be calculated on a payroll period basis.
                No
                contributions will be made to “true up” the Participant’s Match
                Contribution after the end of the Plan
                Year.

            


    

     

    
      	 	
              (b)

            	
              The
                Employer Match Contribution to be made by the Employer for each period
                shall be such percentage of a Participant’s Elective Deferrals, as is
                specified for such Participant’s union local on Appendices A and B hereof,
                provided that Employer Match Contributions shall be made based solely
                upon
                a Participant’s Elective Deferrals that do not exceed six percent (6%) of
                the Participant’s Compensation for such period. The percentage matching
                rate and percentage of considered Compensation as stated in the preceding
                sentence shall continue in effect until otherwise changed pursuant
                to the
                applicable union collective bargaining agreement or by resolution
                of the
                Employer’s Board of Directors, which change shall be effectuated by
                attaching a revised Appendix A or B hereto, without the necessity
                of
                amending the Plan. Any Matching Contributions made under this Section
                3.2
                on behalf of a Participant during the Plan Year that are attributable
                to
                Excess Deferrals, shall be deemed forfeited. 

            


    

     

    
      	 	
              (c)

            	
              Matching
                Contributions for Group A Participants shall be vested in accordance
                with
                the following schedule: 

            


    

     

    
      	
              YEARS
                OF SERVICE

            	
              VESTED
                PERCENTAGE

            
	
              0

            	
              0%

            
	
              1

            	
              20%

            
	
              2

            	
              40%

            
	
              3

            	
              60%

            
	
              4

            	
              80%

            
	
              5

            	
              100%

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Matching
      Contributions for Group B Participants shall be vested in accordance with the
      following schedule:

     

    
      	
              YEARS
                OF SERVICE

            	
              VESTED
                PERCENTAGE

            
	
              Less
                than 3

            	
              0%

            
	
              3
                or more

            	
              100%

            


    

     

    In
      any
      event, Matching Contributions shall be fully vested at a Participant’s Early or
      Normal Retirement Date, upon the complete or partial termination of the Plan,
      or
      upon the complete discontinuance of Employer contributions to the Plan.


     

    Matching
      Contributions attributable to Excess Deferrals will be forfeited and applied
      to
      reduce Employer Contributions to the Plan. Any Employer Match Contribution
      with
      respect to Excess Contributions that are distributed shall be
      forfeited.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              Notwithstanding
                the above vesting schedule, an Employee’s right to his or her Employer
                Match Account balance shall fully vest and become nonforfeitable
                automatically upon the occurrence of any of the following events,
                each of
                which shall constitute a “Change of Control”: (i) the acquisition by any
                person of beneficial ownership of 30% or more of the outstanding
                shares of
                the Company Stock, or 30% or more of the combined voting power of
                the
                Company’s then outstanding securities entitled to vote generally in the
                election of directors; provided, however, that for purposes of this
                sub-item (i), the following acquisitions shall not constitute a Change
                of
                Control: (a) any acquisition (other than a Business Combination (as
                defined below) which constitutes a Change of Control under sub-item
                (iii)
                hereof) of Company Stock directly from the Company, (b) any acquisition
                of
                Company Stock by the Company or its subsidiaries, (c) any acquisition
                of
                Company Stock by any employee benefit plan (or related trust) sponsored
                or
                maintained by the Company or any corporation controlled by the Company,
                or
                (d) any acquisition of Company Stock by any corporation pursuant
                to a
                Business Combination that does not constitute a Change of Control
                under
                sub-item (iii) hereof; or (ii) individuals who, as of January 1,
                2000,
                constitute the Board of Directors (the “Incumbent Board”) cease for any
                reason to constitute at least a majority of the Board of Directors;
                provided, however, that any individual becoming a director subsequent
                to
                such date whose election, or nomination for election by the Company’s
                shareholders, was approved by a vote of at least two-thirds of the
                directors then comprising the Incumbent Board shall be considered
                a member
                of the Incumbent Board, unless such individual’s initial assumption of
                office occurs as a result of an actual or threatened election contest
                with
                respect to the election or removal of directors or other actual or
                threatened solicitation of proxies or consents by or on behalf of
                a person
                other than the Incumbent Board; or (iii) consummation of a reorganization,
                share exchange, merger or consolidation (including any such transaction
                involving any direct or indirect subsidiary of the Company), or sale
                or
                other disposition of all or substantially all of the assets of the
                Company
                (a “Business Combination”); provided, however, that in no such case shall
                any such transaction constitute a Change of Control if immediately
                following such Business Combination: (a) the individuals and entities
                who
                were the beneficial owners of the Company’s outstanding Company Stock and
                the Company’s voting
                securities entitled to vote generally in the election of directors
                immediately prior to such Business Combination have direct or indirect
                beneficial ownership, respectively, of more than 50% of the then
                outstanding shares of common stock, and more than 50% of the combined
                voting power of the then outstanding voting securities entitled to
                vote
                generally in the election of directors of the surviving or successor
                corporation, or, if applicable, the ultimate parent company thereof
                (the
                “Post-Transaction Corporation”), and (b) except to the extent that such
                ownership existed prior to the Business Combination, no person (excluding
                the Post-Transaction Corporation and any employee benefit plan or
                related
                trust of either the Company, the Post-Transaction Corporation or
                any
                subsidiary of either corporation) beneficially owns, directly or
                indirectly, 20% or more of the then outstanding shares of common
                stock of
                the corporation resulting from such Business Combination or 20% or
                more of
                the combined voting power of the then outstanding voting securities
                of
                such corporation, and (c) at least a majority of the members of the
                board
                of directors of the Post-Transaction Corporation were members of
                the
                Incumbent Board at the time of the execution of the initial agreement,
                or
                of the action of the Board of Directors, providing for such Business
                Combination; or (iv) approval by the shareholders of the Company
                of a
                complete liquidation or dissolution of the Company. For purposes
                of the
                immediately preceding sentence, the term “person” shall mean a natural
                person or entity, and shall also mean the group or syndicate created
                when
                two or more persons act as a syndicate or other group (including,
                without
                limitation, a partnership or limited partnership) for the purpose
                of
                acquiring, holding, or disposing of a security, except that “person” shall
                not include an underwriter temporarily holding a security pursuant
                to an
                offering of the security.

            


    

     

    3.3    Additional
      Match Contributions.
      The
      Employer may make an Additional Match Contribution to the Additional Match
      Accounts in the Plan in such amount as the Employer, in its discretion, may
      determine. Any such Additional Match Contribution shall be made on behalf of
      each Participant who (i) was an active Participant in the Plan at any time
      during the Plan Year and (ii) was an Employee on the last day of the Plan Year.
      The Additional Match Contribution shall be allocated to each such Participant’s
      Additional Match Account in the same proportion as the Employer Match
      Contributions on behalf of such Participant bears to the Employer Match
      Contributions on behalf of all Participants that qualify for Additional Match
      Contributions.
      Additional Match Contributions shall be vested in accordance with the Vesting
      Schedules set forth in Section 3.2.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    3.4    Payment
      of Contributions: Timing.
      The
      Employer Match Contributions and Additional Match Contributions made pursuant
      to
      this Article III of the Plan shall become due on the last day in such Plan
      Year,
      unless actually paid prior thereto. The Employer shall pay to the Trustee all
      Employer contributions not later than the due date (including extensions) of
      the
      Employer’s federal income tax return for the taxable year ending with or within
      the Plan Year. 

     

    3.5    Forfeitures.
      Forfeitures shall be used to reduce Employer obligations to make Employer Match
      Contributions or, at the discretion of the Committee, applied toward Plan
      expenses.

     

    3.6    Rollovers
      and Transfers.

     

    
      	 	
              (a)

            	
              A
                Participant may pay over to the Trust an amount which constitutes
                a
                qualified rollover contribution under Section 402(c) or 408(d)(3)
                of the
                Code.

            


    

     

    
      	 	
              (b)

            	
              The
                Plan will accept, in addition to the rollovers described in the previous
                paragraph, an eligible rollover distribution from an annuity contract
                described in Section 403(b) of the Code, excluding after-tax employee
                contributions, and distributions from an eligible plan under Section
                457(b) of the Code that is maintained by a State, political subdivision
                of
                a state or any agency or instrumentality of a state or political
                subdivision of a state.

            


    

     

    
      	 	
              (c)

            	
              The
                Trustee may accept a direct transfer of funds, pursuant to Section
                401(a)(31) of the Code from a plan which the Committee reasonably
                believes
                to be qualified under Section 401(a) of the Code in which a Participant
                was a participant. 

            


    

     

    
      	 	
              (d)

            	
              Any
                such rollover or transfer to the Plan shall constitute a part of
                the
                Participant’s Accrued Benefit under the Plan, shall be accounted for
                separately and shall be fully vested at all
                times.

            


    

     

    3.7    Average
      Actual Deferral Percentage Test Under Section 401(k) of the
      Code. 

     

    
      	 	
              (a)

            	
              General
                Tests.
                Notwithstanding any other provisions in the Plan, for any Plan Year,
                the
                Employer shall be permitted to impose an administrative limit on
                Elective
                Deferrals for any Highly Compensated Employee, to the extent necessary
                to
                ensure that the Plan satisfies one of the following tests:
                

            


    

     

    
      	 	
              (1)

            	
              The
                Average Actual Deferral Percentage for eligible Highly Compensated
                Employees for the Plan Year shall not exceed the Average Actual Deferral
                Percentage for eligible Non-Highly Compensated Employees for the
                Plan Year
                multiplied by 1.25; or 

            


    

     

    
      	 	
              (2)

            	
              the
                Average Actual Deferral Percentage for eligible Highly Compensated
                Employees for the Plan Year shall not exceed the Average Actual Deferral
                Percentage for eligible Non-Highly Compensated Employees for the
                Plan Year
                multiplied by two (2), provided that the Average Actual Deferral
                Percentage for eligible Highly Compensated Employees does not exceed
                the
                Average Actual Deferral Percentage for eligible Non-Highly Compensated
                Employees by more than two (2) percentage
                points.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    At
      the
      Committee’s election, the test described above may be performed in accordance
      with the alternatives described in Treasury Regulation Section
      1.401(k)-2(a)(1)(iii) for plans that permit participation prior to the minimum
      age and service period described in Section 410(a)(1)(A) of the
      Code.

     

    
      	 	
              (b)

            	
              Testing
                Method.
                The Company elects to use the current year testing method for determining
                the Actual Deferral Percentage for the Non-Highly Compensated
                Participants. This method has been used by the Plan, the Group Incentive
                Plan, the Retirement Savings Plan, and the Telephone USA Union Plan
                for
                the prior five years. The Company may elect to change to the prior
                year
                method as provided for in Internal Revenue Service Notice 98-1 or
                its
                subsequent modification and Treasury Regulation Section
                1.401(k)-2.

            


    

     

    
      	 	
              (c)

            	
              Definitions.
                For purposes of this Section 3.7 of the Plan, the following definitions
                shall apply: 

            


    

     

    
      	 	
              (1)

            	
              Actual
                Deferral Percentage
                (ADP) shall mean, for a group of Participants for a Plan Year, the
                average
                deferral ratio (“ADR”) (calculated separately for each Participant in such
                group) of (i) the amount of Employer contributions actually paid
                over to
                the Trust on behalf of such Participant for the Plan Year to (ii)
                the
                Total Compensation of the Participant for such Plan Year. Employer
                contributions on behalf of any Participant shall include: (i) any
                Elective
                Deferrals made pursuant to the Participant’s deferral election (including
                Excess Deferrals of Highly Compensated Employees), and (ii) at the
                election of the Committee, and provided the requirements described
                in
                Treasury Regulation Section 1.401(k)-2(a)(6) are satisfied, Qualified
                Non-Elective Contributions and Qualified Matching Contributions,
                but
                excluding (A) Catch-Up Contributions, (B) Excess Deferrals of Non-Highly
                Compensated Employees that arise solely from Elective Deferrals made
                under
                the Plan or plans, of this Employer, (C) Elective Deferrals that
                are taken
                into account in the Contribution Percentage Test (provided the ADP
                test is
                satisfied both with and without exclusion of these Elective Deferrals);
                and (D) Elective Deferrals made under Code Section 414(u) by reason
                of a
                Participant’s qualified military service. If no Elective Deferrals,
                Qualified Non-Elective Contributions and Qualified Matching Contributions
                are taken into account with respect to an Employee for the year,
                the ADR
                of the Employee is zero.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              Average
                Actual Deferral Percentage
                shall mean the average (expressed as a percentage) of the Actual
                Deferral
                Percentages of either eligible Highly Compensated Employees or Non-Highly
                Compensated Employees. 

            


    

     

    
      	 	
              (d)

            	
              Special
                Rules.
                The following special rules shall apply for purposes of this Section
                3.7:

            


    

     

    
      	 	
              (1)

            	
              The
                Actual Deferral Percentage for any eligible Highly Compensated Employee
                for the Plan Year and who is eligible to have Elective Deferrals
                or
                Qualified Non-Elective Contributions or Qualified Matching Contributions
                allocated to his account under two or more plans, or arrangements,
                described in Section 401(k) of the Code that are maintained by the
                Employer or an Affiliated Employer shall be determined as if all
                such
                Elective Deferrals, Qualified Non-Elective Contributions and Qualified
                Matching Contributions were made under a single arrangement. If a
                Highly
                Compensated Employee participates in two or more cash or deferred
                arrangements that have different Plan Years, all cash or deferred
                arrangements ending with or within the same calendar year shall be
                treated
                as a single arrangement. Notwithstanding the foregoing, certain plans
                will
                be treated as separately if mandatorily disaggregated under regulations
                under Section 401(k) of the Code.

            


    

     

    
      	 	
              (2)

            	
              In
                the event that this Plan satisfies the requirements of Section 401(k),
                401(a)(4) or 410(b) of the Code only if aggregated with one or more
                other
                plans, or if one or more other plans satisfy the requirements of
                Sections
                401(a)(4) and 410(b) of the Code only if aggregated with this Plan,
                then
                this Section shall be applied by determining the ADP of Employees
                as if
                all such plans were a single plan. Plans may be aggregated in order
                to
                satisfy Section 401(k) of the Code only if they have the same Plan
                Year
                and use the same ADP testing
                method.

            


    

     

    
      	 	
              (3)

            	
              For
                purposes of determining the ADP test, Elective Deferrals, Qualified
                Non-Elective Contributions and Qualified Matching Contributions must
                be
                made before the last day of the 12-month period immediately following
                the
                Plan Year to which contributions relate.


            


    

     

    
      	 	
              (4)

            	
              The
                Employer shall maintain records sufficient to demonstrate satisfaction
                of
                the ADP test and the amount of Qualified Non-Elective Contributions
                or
                Qualified Matching Contributions, or both, used in such test.
                

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	 	
              (5)

            	
              Treasury
                Regulations Sections 1.401(k)-1 and 1.401(k)-2 are incorporated herein
                for
                determining the Elective Deferrals, Qualified Non-Elective Contributions,
                Qualified Matching Contributions and Actual Deferral Percentage of
                any
                Participant. 

            


    

     

    
      	 	
              (e)

            	
              Distribution
                of Excess Contributions.
                Notwithstanding any other provisions of this Plan, Excess Contributions
                (defined below), plus any income and minus any loss allocable thereto,
                shall be distributed no later than the last day of each Plan Year
                to
                Participants to whose accounts such Excess Contributions were allocated
                for the preceding Plan Year except to the extent the Excess Contributions
                are classified as Catch-Up Contributions. If such excess amounts
                are
                distributed more than 2 1⁄2 months after the last day of the Plan Year in
                which such excess amounts arose, a ten percent (10%) excise tax will
                be
                imposed on the Employer maintaining the Plan with respect to such
                amounts.
                Excess Contributions are allocated to the Highly Compensated Employees
                with the largest amounts of Employer contributions taken into account
                in
                calculating the ADP test for the year in which the excess arose,
                beginning
                with the Highly Compensated Employee with the largest amount of such
                Employer contributions and continuing in descending order until all
                the
                Excess Contributions have been allocated. For purposes of the preceding
                sentence, the “largest amount” is determined after distribution of any
                Excess Contributions. Employer Match Contributions with respect to
                Excess
                Contributions that are distributed shall be
                forfeited.

            


    

     

    Excess
      Contributions (including the amounts recharacterized) shall be treated as Annual
      Additions under the Plan. 

     

    Determination
      of Income or Loss:
      Excess
      Contributions shall be adjusted for any income (gain or loss) up to the date
      of
      distribution. The income or loss allocable to Excess Contributions allocated
      to
      each Participant is the sum of (1) income or loss allocable to the Participant’s
      Elective Deferral Account (and, if applicable, the Qualified Non-Elective
      Contribution Account or the Qualified Matching Contribution Account or both)
      for
      the Plan Year multiplied by a fraction, the numerator of which is such
      Participant’s Excess Contributions for the year and the denominator of which is
      the Participant’s account balance attributable to Elective Deferrals (and
      Qualified Non-Elective Contributions or Qualified Matching Contributions, or
      both, if any of such contributions are included in the ADP test) without regard
      to any income or loss occurring during such Plan Year, and (2) 10 percent of
      the
      amount determined under (1) multiplied by the number of whole calendar months
      between the end of the Plan Year and the date of distribution, counting the
      month of distribution if distribution occurs after the 15th day of such month.
      Notwithstanding, the Committee may use any reasonable method for computing
      the
      income allocable to Excess Contributions, provided the method is used
      consistently for all Participants and for all corrective distributions under
      the
      Plan for the Plan Year, and is used by the Plan for allocating income to
      Participants’ accounts. The Plan will not fail to use a reasonable method merely
      because the income allocable to Excess Contributions is determined on a date
      that is no more than seven days before the distribution.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Accounting
      for Excess Contributions:
      Excess
      Contributions allocated to a Participant shall be distributed from the
      Participant’s Elective Deferral Account and Qualified Matching Contribution
      Account (if applicable) in proportion to the Participant’s Elective Deferrals
      and Qualified Matching Contributions (to the extent used in the ADP test) for
      the Plan Year. Excess Contributions shall be distributed from the Participant’s
      Qualified Non-Elective Contribution Account only to the extent that such Excess
      Contributions exceed the balance in the Participant’s Elective Deferral Account
      and Qualified Matching Contribution Account. 

     

    For
      purposes of this Section, “Excess Contributions” shall mean the excess of
      Elective Deferrals on behalf of Highly Compensated Employees for a Plan Year
      over the maximum amount of such deferrals permitted under the ADP
      test.

     

    3.8    Limitations
      on Employee Contributions and Employer Matching
      Contributions.

     

    
      	 	
              (a)

            	
              General
                Tests.
                Notwithstanding any other provisions in the Plan, for any Plan Year,
                the
                Employer shall be permitted to impose an administrative limit on
                Elective
                Deferrals, as described in Section 3.1 of the Plan, for any Highly
                Compensated Employee to the extent necessary to ensure that the Plan
                satisfies one of the following tests:


            


    

     

    
      	 	
              (1)

            	
              the
                Average Contribution Percentage for eligible Highly Compensated Employees
                for the Plan Year shall not exceed the Average Contribution Percentage
                for
                eligible Non-Highly Compensated Employees for the Plan Year multiplied
                by
                1.25; or

            


    

     

    
      	 	
              (2)

            	
              the
                Average Contribution Percentage for eligible Highly Compensated Employees
                for the Plan Year shall not exceed the Average Contribution Percentage
                for
                eligible Non-Highly Compensated Employees for the Plan Year multiplied
                by
                two (2), provided that the Average Contribution Percentage for eligible
                Highly Compensated Employees does not exceed the Average Contribution
                Percentage for eligible Non-Highly Compensated Employees by more
                than two
                (2) percentage points. 

            


    

     

    At
      the
      Committee’s election the test described above may be performed in accordance
      with the alternatives described in Treasury Regulation Section
      1.401(k)-2(a)(1)(iii) for plans that permit participation prior to the minimum
      age and service period described in Section 410(a)(1)(A) of the
      Code.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              Testing
                Method.
                The Company elects to use the current year testing method for determining
                the Actual Contribution Percentage for the Non-Highly Compensated
                Participants. This method has been used by the Plan, the Group Incentive
                Plan, the Retirement Savings Plan, and the Telephone USA Union Plan
                for
                the prior five years. The Company may elect to change to the prior
                year
                method as provided for in Internal Revenue Service Notice 98-1 or
                its
                subsequent modification, and Treasury Regulation Section
                1.401(m)-2.

            


    

     

    
      	 	
              (c)

            	
              Definitions.
                For purposes of this Section 3.8 of the Plan, the following definitions
                shall apply: 

            


    

     

    
      	 	
              (1)

            	
              Average
                Contribution Percentage
                (ACP) shall mean the average (expressed as a percentage) of the
                Contribution Percentage Amounts for a group of Participants (either
                Highly
                Compensated Employees or Non-Highly Compensated Employees) for the
                Plan
                Year. 

            


    

     

    
      	 	
              (2)

            	
              Contribution
                Percentage
                shall mean the ratio (expressed as a percentage) of the Participant’s
                Contribution Percentage Amounts to the Compensation of the Participant.
                Sections 1.401(m)-1 and 1.401(m)-2 of the Treasury Regulations are
                incorporated herein for determining the Contribution
                Percentage.

            


    

     

    
      	 	
              (3)

            	
              Aggregate
                Limit
                shall mean the sum of (i) 125% of the greater of the Average Deferral
                Percentage of the Non-Highly Compensated Employees for the Plan Year
                or
                the Average Contribution Percentage of Non-Highly Compensated Employees
                under the Plan subject to Section 401(m) of the Code for the Plan
                Year
                beginning with or within the Plan Year of the CODA and (ii) the lesser
                of
                200% or two plus the lesser of such Average Deferral Percentage or
                Average
                Contribution Percentage. 

            


    

     

    
      	 	
              (4)

            	
              Contribution
                Percentage Amounts
                shall mean the sum of the Employee Contributions, Matching Contributions
                and Qualified Matching Contributions (to the extent not taken into
                account
                for purposes of the Average Deferral Percentage test) made under
                the Plan
                on behalf of the Participant for the Plan Year. Such Contribution
                Percentage Amounts shall not include Matching Contributions that
                are
                forfeited because the contributions to which they relate are Excess
                Deferrals, Excess Contributions or Excess Aggregate Contributions
                or
                additional Employee Contributions or Matching Contributions made
                under
                Code Section 414(u) by reason of a Participant’s qualified military
                service. The Employer may include Qualified Non-Elective Contributions
                in
                the Contribution Percentage Amounts. The Employer also may elect
                to use
                Elective Deferrals in the Contribution Percentage Amounts so long
                as the
                Average Deferral Percentage test is met before the Elective Deferrals
                are
                used in the Actual Contribution Percentage test and continues to
                be met
                following the exclusion of those Elective Deferrals that are used
                to meet
                the Actual Contribution Percentage test. If no Employee Contributions,
                Matching Contributions, Elective Contributions, or Qualified Non-elective
                Contributions are taken into account under this paragraph with respect
                to
                a Participant for the year, the Contribution Percentage Amount is
                zero.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    
      	 	
              (5)

            	
              Employee
                Contribution
                shall mean any contribution made to the plan by or on behalf of a
                Participant that is included in the Participant’s gross income in the year
                in which made and that is maintained under a separate account to
                which
                earnings and losses are allocated. 

            


    

     

    
      	 	
              (6)

            	
              Matching
                Contribution
                shall mean an Employer contribution made to this or any other defined
                contribution plan on behalf of a Participant on account of a Participant’s
                Employee Contribution or Elective
                Deferral.

            


    

     

    
      	 	
              (d)

            	
              Special
                Rules.
                The following special rules shall apply for purposes of this Section
                3.8:
                

            


    

     

    
      	 	
              (1)

            	
              For
                purposes of this Section, the Contribution Percentage for any eligible
                Highly Compensated Employee for the Plan Year and who is eligible
                to have
                Contribution Percentage Amounts allocated to his or her account under
                two
                or more plans described in Section 401(a) of the Code or arrangements
                described in Section 401(k) of the Code that are maintained by the
                Employer or an Affiliated Employer shall be determined as if the
                total of
                such Contribution Percentage Amounts was made under each plan. If
                a Highly
                Compensated Employee participates in two or more cash or deferred
                arrangements that have different Plan Years, all cash or deferred
                arrangements ending with or within the same calendar year shall be
                treated
                as a single arrangement. Notwithstanding the foregoing, certain plans
                shall be treated as separate if mandatorily disaggregated under
                regulations under Section 401(m) of the Code.


            


    

     

    
      	 	
              (2)

            	
              In
                the event that this Plan satisfies the requirements of Section 401(m),
                401(a)(4) or 410(b) of the Code only if aggregated with one or more
                other
                plans, or if one or more other plans satisfy the requirements of
                Sections
                401(a)(4) and 410(b) of the Code only if aggregated with this Plan,
                then
                this Section 3.8 of the Plan shall be applied by determining the
                contribution percentages of Participants as if all such plans were
                a
                single plan. Plans may be aggregated in order to satisfy Section
                401(m) of
                the Code only if they have the same Plan Year and use the same ACP
                testing
                method. 

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    
      	 	
              (3)

            	
              For
                purposes of determining the Contribution Percentage test, Employee
                Contributions are considered to have been made in the Plan Year in
                which
                contributed to the Trust. Matching Contributions and Qualified
                Non-Elective Contributions will be considered made before the last
                day of
                the 12-month period immediately following the Plan Year to which
                contributions relate. 

            


    

     

    
      	 	
              (4)

            	
              The
                Employer shall maintain records sufficient to demonstrate satisfaction
                of
                the ACP test and the amount of Qualified Non-Elective Contributions
                or
                Qualified Matching Contributions, or both, used in such
                test.

            


    

     

    
      	 	
              (5)

            	
              Targeted
                Matching Contribution Limit.
                An Employer Match Contribution for a Plan Year is not taken into
                account
                under the test for a Non-Highly Compensated Employee (NHCE) to the
                extent
                it exceeds the greatest of: (a) five percent (5%) of the NHCE’s Total
                Compensation for the Plan Year; (b) the NHCE’s Elective Deferrals for the
                Plan Year; and (c) the product of two (2) times the Plan’s “representative
                matching rate” and the NHCE’s Elective Deferrals for the Plan Year. The
                Plan’s “representative matching rate” is the lowest “matching rate” for
                any eligible NHCE among a group of NHCEs that consists of half of
                all
                eligible NHCEs in the Plan for the Plan Year who make Elective
                Contributions for the Plan Year (or, if greater, the lowest “matching
                rate” for all eligible NHCEs in the Plan who are employed by the Employer
                on the last day of the Plan Year and who make Elective Contributions
                for
                the Plan Year). The “matching rate” for an Employee generally is the
                Employer Match Contributions made for such Employee divided by the
                Employee’s Elective Deferrals for the Plan Year. If the matching rate is
                not the same for all levels of Elective Deferrals for an Employee,
                then
                the Employee’s “matching rate” is determined assuming that an Employee’s
                Elective Deferrals are equal to six percent (6%) of Total
                Compensation.

            


    

     

    
      	 	
              (6)

            	
              Treasury
                Regulations Sections 1.401(m)-1 and 1.40(m)-2 are incorporated herein
                for
                determining Employer Match Contribution, Qualified Matching Contribution
                and Actual Contribution Percentage of any
                Participant.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    
      	 	
              (e)

            	
              Distribution
                of Excess Aggregate Contributions.
                Notwithstanding any other provision of this Plan, Excess Aggregate
                Contributions, plus any income and minus any loss allocable thereto,
                shall
                be forfeited, if forfeitable, or if not forfeitable, shall be distributed
                no later than the last day of each Plan Year to Participants to whose
                accounts such Excess Aggregate Contributions were allocated for the
                preceding Plan Year. If such Excess Aggregate Contributions are
                distributed more than 2 1⁄2 months after the last day of the Plan Year in
                which such excess amounts arose, a ten percent (10%) excise tax will
                be
                imposed on the Employer maintaining the Plan with respect to those
                amounts. Excess Aggregate Contributions are allocated to the Highly
                Compensated Employees with the largest Contribution Percentage Amounts
                taken into account in calculating the ACP test for the year in which
                the
                excess arose, beginning with the Highly Compensated Employee with
                the
                largest amount of such Contribution Percentage Amounts and continuing
                in
                descending order until all the Excess Aggregate Contributions have
                been
                allocated. For purposes of the preceding sentence, the “largest amount” is
                determined after distribution of any Excess Aggregate Contributions.
                Excess Aggregate Contributions shall be treated as Annual Additions
                under
                the Plan. 

            


    

     

    
      	 	
              (f)

            	
              Determination
                of Income or Loss:
                Excess Aggregate Contributions shall be adjusted for any income (gain
                or
                loss) up to the date of distribution. The income or loss allocable
                to
                Excess Aggregate Contributions allocated to each Participant is the
                sum of
                (1) income or loss allocable to the Participant’s Employee Contributions
                and Matching Contributions and other amounts taken into account under
                this
                Section 3.8 (including the contributions for the year), by a fraction,
                the
                numerator of which is such Participant’s Excess Aggregate Contributions
                for the year and the denominator of which is the Participant’s account
                balance attributable to Elective Employee Contributions and Matching
                Contributions and other amounts taken into account under this Section
                38
                as of the beginning of the Plan Year and any additional such contributions
                for the year and (2) 10 percent of the amount determined under (1)
                multiplied by the number of whole calendar months between the end
                of the
                Plan Year and the date of distribution, counting the month of distribution
                if distribution occurs after the 15th
                day of such month. Notwithstanding, the Committee may use any reasonable
                method for computing the income allocable to Excess Aggregate
                Contributions, provided the method is used consistently for all
                Participants and for all corrective distributions under the Plan
                for the
                Plan Year, and is used by the Plan for allocating income to Participants’
                accounts. The Plan will not fail to use a reasonable method merely
                because
                the income allocable to Excess Aggregate Contributions is determined
                on a
                date that is no more than seven days before the
                distribution.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    
      	 	
              (g)

            	
              Accounting
                for Excess Aggregate Contributions:
                Excess Aggregate Contributions allocated to a Participant shall be
                forfeited, if forfeitable, or distributed on a pro rata basis from
                the
                Matching Contribution Account and Qualified Matching Contribution
                Account
                (and, if applicable, the Participant’s Qualified Non-Elective Contribution
                Account or Elective Deferral Account, or both).


            


    

     

    For
      purposes of this Section, “Excess Aggregate Contributions” shall mean, with
      respect to any Plan Year, the excess of: 

     

    
      	 	
              (1)

            	
              The
                aggregate Contribution Percentage Amounts taken into account in computing
                the numerator of the Contribution Percentage actually made on behalf
                of
                Highly Compensated Employees for such Plan Year, over
                

            


    

     

    
      	 	
              (2)

            	
              The
                maximum Contribution Percentage Amounts permitted by the ACP test
                (determined by hypothetically reducing contributions made on behalf
                of
                Highly Compensated Employees in order of their Contribution Percentages
                beginning with the highest of such
                percentages).

            


    

     

    Such
      determination shall be made after first determining Excess Deferrals pursuant
      to
      Section 3.1 and then determining Excess Contributions pursuant to Section
      3.7.

     

    3.9    Corrective
      Contributions.
      In lieu
      of distributing Excess Contributions as provided in Section 3.7(e) above, the
      Employer may make contributions on behalf of Non-Highly Compensated Employees
      that are sufficient to satisfy the ADP test, provided such amount does not
      exceed the Target Contribution Limit. In addition, in lieu of distributing
      Excess Aggregate Contributions as provided in Section 3.8(e) of the Plan, the
      Employer may make contributions on behalf of Non-Highly Compensated Employees
      that are sufficient to satisfy the ACP test, provided such amount does not
      exceed the Targets Contribution Limit.

     

    Targeted
      Contribution Limit.
      For
      purposes of either the ADP or ACP test, a Qualified Non-Elective Contributions
      cannot be taken into account for a Non-Highly Compensated Employee (“NHCE”) to
      the extent such contributions exceed the product of that Non-Highly Compensated
      Employee’s Total Compensation and the greater of five percent (5%) or two (2)
      times the Plan’s “representative contribution rate.” The Plan’s “representative
      contribution rate” is the lowest “applicable contribution rate” (i.e., the sum
      of the Qualified Non-Elective Contributions made and Qualified Matching
      Contributions taken into account for an eligible NHCE employee divided by the
      eligible NHCE’s Total Compensation) among a group of eligible NHCEs that
      consists of half of all the eligible NHCEs for the Plan Year (or, if greater,
      the lowest contribution rate among any eligible NHCE in the group of all
      eligible NHCEs for the Plan Year who is employed by the Employer on the last
      day
      of the Plan Year).

     

    Contribution
      only used once.
      Any
      Qualified Non-Elective Contribution or Qualified Matching Contribution taken
      into account under an ACP test, is not permitted to be taken into account for
      purposes of satisfying the ADP test. Qualified Matching Contributions which
      are
      taken into account for the ADP test are not taken into account for the purpose
      of satisfying the ACP test. Further, Qualified Non-Elective Contributions that
      are taken into account under a current year testing method may not be taken
      into
      account under the prior year testing method in the next year.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

    ALLOCATION
      OF FUNDS 

     

    4.1    Allocation
      of Employer Contributions.
      Employer Match Contributions made pursuant to Section 3.2 of the Plan shall
      be
      allocated to the Employer Match Accounts of the Participants for whom such
      contributions are made. Additional Match Contributions made pursuant to Section
      3.3 of the Plan shall be allocated to the Additional Match Accounts of the
      Participants for whom such contributions are made. 

     

    4.2    Allocation
      of Net Earnings or Losses of the Trust.
      As of
      each Valuation Date, the net earnings or losses of the Trust, including capital
      gains and losses whether or not realized, since the preceding Valuation Date
      shall be allocated to the Accrued Benefit of all Participants (or Beneficiaries)
      in accordance with the ratio which the Accrued Benefit of each Participant
      bears
      to the aggregate of all such Accrued Benefits; provided, however, that earnings
      or losses of accounts for which Participants direct investment shall be
      specifically allocated to such accounts. 

     

    4.3    Valuations.
      In
      determining the earnings or losses of the Trust as of each Valuation Date,
      the
      Trust shall be valued at fair market value. 

     

    4.4    Accounting
      for Distributions.
      All
      withdrawals of Participant contributions, all distributions made to a
      Participant or his Beneficiary, and any transfers to another qualified plan
      shall be charged to the appropriate subaccount of the Participant’s Accrued
      Benefit. 

     

    4.5    Separate
      Accounts.
      A
      separate account shall be established and maintained to reflect the Accrued
      Benefit for each Participant, with subaccounts to separately show the divisions
      described in Section 1.1 of the Plan. 

     

    4.6    Investment
      of Funds. 

     

    
      	 	
              (a)

            	
              Investment
                Control.
                Subject to the provisions of paragraphs (b), (c), (d) and (e) below,
                and
                only to the extent accepted by the Trustee, the management and control
                of
                the Trust shall be vested in the Trustee.


            


    

     

    
      	 	
              (b)

            	
              Investment
                Limitations.
                The Trustee shall invest all funds received from the Employer and
                all Fund
                earnings in the Investment Options in the manner from time to time
                  directed in writing by the Committee.


            


    

     

    
      	 	
              (c)

            	
              Participant
                Directed Investments.
                Participants, subject to such reasonable restrictions as the Committee
                may
                impose for administrative convenience, may designate what percentage
                of
                all contributions and all accounts will be invested in the Investment
                Options.

            


    

     

    
      	 	
              (d)

            	
              Participant
                Election.
                If a Participant does not make a written designation of an Investment
                Option, the Committee shall direct the Trustee to invest all amounts
                held
                or received on account of such Participant in the Investment Option
                designated by the Committee to hold such amounts.
                

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    
      	 	
              (e)

            	
              Employer
                Securities.
                The Participants shall have the right to direct that any assets in
                any of
                their accounts that are invested in Company Stock be transferred
                to
                another Investment Option, in a manner satisfactory to the Committee.
                The
                Plan shall include Company Stock as an Investment Option for assets
                that
                are invested in Company Stock as of December 31, 2006, however, once
                Company Stock in the Plan is transferred to another Investment Option,
                it
                cannot be reinvested in Company Stock.


            


    

     

    
      	 	
              (f)

            	
              Facilitation.
                Notwithstanding any instruction from any Participant for investment
                of
                funds in an Investment Option as provided for herein, the Trustee
                shall
                have the right to hold uninvested any amounts intended for investment
                until such time as investment may be made in accordance with this
                Section
                4.6 and the Trust Agreement.

            


    

     

    
      	 	
              (g)

            	
              Liability
                for Investment Directions.
                This Plan is intended to constitute a plan described in Section 404(c)
                of
                ERISA, and Title 29 of the Code of Federal Regulations Section
                2550.404c-1. Fiduciaries of the Plan may be relieved of liability
                for any
                losses which are the direct and necessary result of investment
                instructions given by each Participant or Beneficiary. Neither the
                Employer, the Trustee nor the Committee shall be responsible for
                any loss
                which may result from a Participant’s exercise of control over the
                investment of his Accrued Benefit. 

            


    

     

    
      	 	
              (h)

            	
              Each
                Participant shall have exclusive responsibility for and control over
                the
                investment of amounts allocated to his Accrued Benefit. Neither the
                Employers, the Trustee nor the Committee shall have any duty,
                responsibility or right to question a Participant’s investment directions
                or to advise a Participant with respect to the investment of his
                Individual Accounts. The Committee will be obligated to follow the
                Participant’s investment directions except when the
                instructions:

            


    

     

    
      	 	
              (1)

            	
              are
                not in accordance with this Plan document and instruments governing
                this
                Plan insofar as such documents and instruments are consistent with
                the
                provisions of Title I of ERISA;

            


    

     

    
      	 	
              (2)

            	
              would
                result in a prohibited transaction described in ERISA Section 406
                or Code
                Section 4975 that is not otherwise exempted by statute or
                regulation;

            


    

     

    
      	 	
              (3)

            	
              would
                generate income that would be taxable to this
                Plan;

            


    

     

    
      	 	
              (4)

            	
              would
                cause a fiduciary to maintain the indicia of ownership of any assets
                of
                the Plan outside the jurisdiction of the district courts of the United
                States other than as permitted by Section 404(b) of ERISA and related
                regulations;

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    
      	 	
              (5)

            	
              would
                jeopardize the Plan’s tax qualified status under the Code;
                or

            


    

     

    
      	 	
              (6)

            	
              could
                result in a loss in excess of the individual account
                balances.

            


    

     

    ARTICLE
      V

    MAXIMUM
      CONTRIBUTIONS AND BENEFITS

     

    5.1    Defined
      Contribution Limitation.
      Contributions made on behalf of any Participant during any Plan Year to all
      defined contribution plans of the Employer or any Affiliated Employer shall
      be
      subject to the limits of Code Section 415(c)(1) as set forth in paragraph (a)
      below:

     

    
      	 	
              (a)

            	
              Annual
                Addition Limit.
                The Annual Addition (as defined below in paragraph (c)) that may
                be
                contributed or allocated to a Participant’s account under the Plan for any
                limitation year shall not exceed the lesser
                of:

            


    

     

    
      	 	
              (1)

            	
              $40,000,
                as adjusted for increases in the cost-of-living under Section 415(d)
                of
                the Code, or

            


    

     

    
      	 	
              (2)

            	
              100
                percent of the Participant’s Section 415 Compensation, for the limitation
                year.

            


    

     

    The
      Compensation limit referred to in (2) shall not apply to any contribution for
      medical benefits after separation from service (within the meaning of Section
      401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an
      Annual Addition.

     

    
      	 	
              (b)

            	
              Correction
                of Excess Annual Additions.
                If, as a result of the allocation of forfeitures, a reasonable error
                in
                estimating the Participant’s Section 415 Compensation, or a reasonable
                error in estimating the amount of Elective Deferrals that may be
                made with
                respect to any Participant under the limits of Section 415 of the
                Code or
                under other facts and circumstances permitted by the Commissioner
                of the
                Internal Revenue Service, Annual Additions exceed the limitation
                set forth
                in Section 5.1(a), the excess will be disposed of as
                follows:

            


    

     

    
      	 	
              (1)

            	
              If
                the Participant is covered by the Plan as of the end of the Plan
                Year in
                which the excess occurs, the Excess Deferrals shall be used to reduce
                Employer contributions (including any allocation of forfeitures)
                for such
                Member in the next Plan Year, and each succeeding Plan Year, if
                necessary.

            


    

     

    
      	 	
              (2)

            	
              If,
                after the application of Section 5.1(b)(1) an Excess Deferrals still
                exists, the excess amount shall be held unallocated in a suspense
                account.
                The suspense account shall be applied to reduce future Employer
                contributions for all remaining Participants in the next Plan year,
                and
                the next succeeding Plan Year.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    
      	 	
              (3)

            	
              If
                a suspense account is in existence at any time during a Plan Year
                pursuant
                to this Section, it will not participate in the allocation of the
                gains
                and losses of the Trust. If a suspense account is in existence at
                any time
                during a particular Plan Year, all amounts in the suspense account
                must be
                allocated and reallocated to Participants’ accounts before any Employer or
                Elective Deferrals may be made to the Plan for that Plan Year. Excess
                amounts may not be distributed to
                Participants.

            


    

     

    
      	 	
              (4)

            	
              This
                Section 5.1 shall be satisfied prior to satisfying the Actual Deferral
                Percentage test in Section 3.7 of the
                Plan.

            


    

     

    
      	 	
              (c)

            	
              Annual
                Addition.
                Annual Addition means the sum credited to Participant’s Accounts for any
                Limitation Year of: (i) Employer Contributions, Elective Deferrals,
                except
                for Catch-Up Contributions, and forfeitures; (ii) Amounts allocated
                to an
                individual medical account described in Section 415(l)(1) of the
                Code that
                is part of a pension or annuity plan maintained by the Employer;
                (iii)
                Amounts attributable to post-retirement medical benefits allocated
                to the
                separate account of a key employee (as described in Section 419A(d)(3)
                of
                the Code); and (iv) Excess Contributions and Excess Aggregate
                Contributions returned to a Participant in accordance with Sections
                3.7
                and 3.8. Limitation Year means calendar year, unless the Company
                elects a
                different twelve (12) consecutive month period as provided by Treasury
                Regulation Section 1.415-2(b).

            


    

     

    ARTICLE
      VI

    ENTITLEMENT
      TO BENEFITS 

     

    6.1    Distribution
      Events.
      Upon a
      Participant’s termination of employment by reason of retirement, Disability, or
      for any other reason (other than death), the Participant is entitled to receive
      a benefit funded by the accounts. A Participant is deemed to have retired if
      he
      terminates employment on or after reaching age 55 with 5 Years of Service or
      on
      or after the Normal Retirement Age under the Plan (age 65). A Participant is
      entitled to receive a benefit during employment for Disability, Hardship or
      the
      attainment of age 591⁄2. 

     

    6.2    Disability. In
      the
      event that a Participant, at any time prior to his retirement or other
      termination of employment with the Employer, shall become totally and
      permanently disabled, and if proof of such disability satisfactory to the
      Employer is furnished (which proof shall include a determination of approval
      for
      Social Security benefits or, if such is not available, a written statement
      of a
      licensed physician appointed or approved by the Employer), then such Participant
      shall be entitled to the full value of his Accrued Benefit, which shall be
      one
      hundred percent (100%) vested and nonforfeitable. For purposes of this Section
      6.2, total and permanent disability shall mean the inability to engage in any
      substantial gainful activity by reason of any medically determinable physical
      or
      mental impairment that can be expected to result in death or to last for a
      continuous period of at least twelve (12) months.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    6.3    Death
      Benefits.
      In the
      event of the death of a Participant prior to his retirement, disability, or
      termination of employment with the Employer, the full value of his Accrued
      Benefit, which shall be one hundred percent (100%) vested and nonforfeitable
      shall become payable (according to the provisions of Article VII of the Plan),
      to his designated Beneficiary, upon submission of proof of death satisfactory
      to
      the Employer.

     

    6.4    Retirement.
      A
      Participant shall be deemed to have reached retirement upon his termination
      of
      employment on or after reaching his Early or Normal Retirement Date. As of
      his
      termination date, a retired Participant shall be entitled to the full value
      of
      his Accrued Benefit, which shall be deemed to be one hundred percent (100%)
      vested and nonforfeitable upon reaching his Early or Normal Retirement Date
      whether or not the Participant continues his employment with the Employer beyond
      such date. 

     

    6.5    Termination
      of Employment.
      In
      the
      event a Participant terminates employment with the Employer for any reason
      other
      than retirement, disability or death, such Participant shall become entitled
      to
      the vested portion of his Accrued Benefit, payable according to the provisions
      of Article VII of
      the
      Plan, which shall be determined as follows: 

     

    
      	 	
              (a)

            	
              A
                Participant shall at all times be one hundred percent (100%) vested
                in the
                portion of his Accrued Benefit derived from his Elective Deferral
                Account,
                Qualified Non-Elective Contribution Account, Qualified Matching
                Contribution Account and Rollover or Transfer Account, and Voluntary
                After-Tax Account.

            


    

     

    
      	 	
              (b)

            	
              A
                Participant’s vested and nonforfeitable interest in the portion of his
                Accrued Benefit derived from his Employer Contribution Accounts shall
                be
                determined in accordance with the vesting schedules set forth in
                Section
                3.2. 

            


    

     

    
      	 	
              (c)

            	
              In
                the event of a termination of employment as described in this Section
                6.5
                at a time when a Participant’s vested interest in his Employer
                Contribution Accounts is less than 100%, then, as of the forfeiture
                date
                set forth in Section 7.8 of the Plan, the non-vested portion shall
                be
                forfeited and used to reduce Employer Contributions to the Plan.
                

            


    

     

    
      	 	
              (d)

            	
              The
                Hours of Service method
                of crediting service shall be utilized (for Group B Participants,
                the
                elapsed time method (as defined in the Retirement Savings Plan as
                of
                December 31, 2006) was used to credit service prior to January 1,
                2001).
                In
                order to determine the vested interest of a Participant after a Break
                in
                Service for purposes of the vesting schedules set forth in Section
                3.2,
                the crediting of Service shall be determined as follows:
                

            


    

     

    
      	 	
              (1)

            	
              In
                the case of a Participant who has five (5) consecutive l-year Breaks
                in
                Service, all Years of Service after such Breaks in Service shall
                be
                disregarded for purposes of determining the Participant’s vested Accrued
                Benefit derived from Employer contributions which accrued before
                such
                breaks, but both pre-break and post-break Service shall count for
                purposes
                of determining the Participant’s vested Accrued Benefit derived from
                Employer contributions accruing after such breaks. Both accounts
                shall
                share in the earnings and losses of the Trust;


            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              In
                the case of a Participant who does not have five (5) consecutive
                1-year
                Breaks in Service, both the pre-break and post-break Service shall
                count
                in determining both the Participant’s pre-break and post-break vested
                Accrued Benefit derived from Employer contributions.
                

            


    

     

    
      	 	
              (e)

            	
              If
                a Participant’s vesting schedule is amended, or the Plan is amended in any
                way that directly or indirectly affects the computation of the
                Participant’s nonforfeitable percentage or if the Plan is deemed amended
                by an automatic change to or from a Top Heavy vesting schedule, each
                Participant affected by the amendment with at least three (3) Years
                of
                Service with the Employer may elect to have the nonforfeitable percentage
                computed under the Plan without regard to such amendment or change.
                

            


    

     

    The
      period during which the election may be made shall commence with the date the
      amendment is adopted or deemed to be made and shall end on the latest of:


     

    
      	 	
              (1)

            	
              60
                days after the amendment is adopted;


            


    

     

    
      	 	
              (2)

            	
              60
                days after the amendment becomes effective; or


            


    

     

    
      	 	
              (3)

            	
              60
                days after the Participant is issued written notice of the amendment
                by
                the Employer or Plan Administrator

            


    

     

    6.6    Other
      Permitted Distributions. 

     

    
      	 	
              (a)

            	
              Hardship.
                By filing the required form, a Participant may withdraw on account
                of
                hardship all or a portion of his vested Accrued Benefit. Notwithstanding
                the preceding, earnings allocated after December 31, 1988 on Elective
                Deferrals are excluded. Further, amounts attributable to Qualified
                Non-Elective Contributions and Qualified Matching Contributions may
                not be
                distributed merely on account of hardship. The amount distributed
                will be
                withdrawn pro rata across money
                types.

            


    

     

    
      	 	
              (1)

            	
              Hardship
                withdrawals are permitted only for one of the following immediate
                and
                heavy financial needs:

            


    

     

    
      	 	
              (i)

            	
              medical
                expenses described in Section 213(d) of the Code incurred by the
                Employee,
                the Employee’s spouse, or any dependent of the Employee;
                or

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    
      	 	
              (ii)

            	
              purchase
                (excluding mortgage payments) of a principal place of residence of
                the
                Employee; or

            


    

     

    
      	 	
              (iii)

            	
              payment
                of tuition, related educational fees, and room and board expenses,
                for the
                next twelve months of post secondary education for the Employee,
                his or
                her spouse, children, or dependents (as defined in Code Section 152
                without regard to Section 152(b)(1), (b)(2) and (d)(1)(B));
                or

            


    

     

    
      	 	
              (iv)

            	
              the
                need to prevent the eviction of the Employee from his or her principal
                residence or foreclosure on the mortgage of the Employee’s principal
                residence;
                or

            


    

     

    
      	 	
              (v)

            	
              payments
                for burial or funeral expenses for the employee’s deceased parent, spouse,
                children or dependents (as defined in Code Section 152(b) without
                regard
                to Section 152(d)(1)(B)); or

            


    

     

    
      	 	
              (vi)

            	
              expense
                for repair of damage to the employee’s principal residence that would
                qualify for a casualty deduction on the employee’s tax return (without
                regard to whether the loan exceeds 10% of adjusted gross
                income).

            


    

     

    Provided
      however, if the Commissioner of Internal Revenue expands the list of deemed,
      immediate and heavy financial needs as provided above through publication of
      revenue rulings, notices or other documents of general applicability, then
      such
      deemed immediate and heavy financial needs may be included at the direction
      of
      the Committee in the list of needs for which hardship withdrawals may be
      made.

     

    
      	 	
              (2)

            	
              In
                order to obtain a hardship withdrawal, a Participant must satisfy
                the
                following requirements which are deemed to be necessary to satisfy
                an
                immediate and heavy financial need:

            


    

     

    
      	 	
              (i)

            	
              The
                distribution must not be in excess of the amount of the immediate
                and
                heavy financial need of the
                Participant;

            


    

     

    
      	 	
              (ii)

            	
              The
                Participant must have obtained all currently available distributions,
                all
                nontaxable loans currently available under all Plans maintained by
                the
                Employer (unless such loan would disqualify the Participant from
                obtaining
                other necessary financing); and

            


    

     

    
      	 	
              (iii)

            	
              The
                financial need can not be relieved from other resources; the Participant’s
                resources are deemed to include those assets of the Participant’s spouse
                and minor children that are reasonably available to the Participant,
                such
                as a vacation home.

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    
      	 	
              (3)

            	
              The
                Committee may rely upon the Participant’s representation (made in writing
                or such other form as may be prescribed by the Commissioner of the
                Internal Revenue Service) that the Participant can not relieve the
                immediate and heavy financial need from other resources that are
                available
                to the Participant, unless the Committee has actual knowledge to
                the
                contrary, that the need cannot reasonably be
                relieved—

            


    

     

    
      	 	
              (i)

            	
              Through
                reimbursement or compensation by insurance or
                otherwise;

            


    

     

    
      	 	
              (ii)

            	
              By
                liquidation of the Participant’s
                assets;

            


    

     

    
      	 	
              (iii)

            	
              By
                cessation of elective contributions or employee contributions under
                the
                Plan;

            


    

     

    
      	 	
              (iv)

            	
              By
                other currently available distributions and nontaxable loans, under
                plans
                maintained by the Employer or by any other employer;
                or

            


    

     

    
      	 	
              (v)

            	
              By
                borrowing from commercial sources on reasonable commercial terms
                in an
                amount sufficient to satisfy the
                need.

            


    

     

    A
      Participant who receives a distribution on account of hardship shall be
      prohibited from making Elective Deferrals and employee contributions under
      this
      and all other plans of the Employer for six (6) months after receipt of the
      distribution.

     

    
      	 	
              (4)

            	
              There
                is no minimum amount for a hardship withdrawal, and there is no
                restriction on the number of hardship withdrawals permitted to a
                Participant.

            


    

     

    
      	 	
              (b)

            	
              Attainment
                of Age 591⁄2.
                On
                or after the attainment of age 591⁄2 a Participant shall be permitted to
                withdraw all or a portion of his vested Accrued Benefit under the
                Plan at
                any time.

            


    

     

    
      	 	
              (c)

            	
              Rollover
                Account.
                A
                Group B Participant may withdraw any amount from his Rollover Account
                at
                such times as permitted by the Committee by submitting a written
                request
                to the Committee specifying the amount to be
                withdrawn.

            


    

     

    
      	 	
              (d)

            	
              Voluntary
                After-Tax Account.
                A
                Group B Participant may withdraw any amount from his Voluntary After-Tax
                Account at such times as permitted by the Committee by submitting
                a
                written request to the Committee specifying the amount to be withdrawn.
                A
                distribution from such account shall be calculated on a pro-rata
                basis;
                thus, such distribution shall be considered in part a return of
                contributions and in part earnings on such contributions.
                

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

    DISTRIBUTION
      OF BENEFITS 

     

    7.1    General.
      The
      requirements of this Article shall apply to any distribution of a Participant’s
      interest and will take precedence over any inconsistent provisions of this
      Plan.
      All distributions required under this Article shall be determined and made
      in
      accordance with the Treasury Regulations under Code Section
      401(a)(9).

     

    7.2    Method
      of Distribution.
      A
      Participant may elect to have his Accrued Benefit distributed in the following
      manner: 

     

    
      	 	
              (a)

            	
              a
                single lump sum;

            


    

     

    
      	 	
              (b)

            	
              a
                portion paid in a lump sum, and the remainder paid later (partial
                payment); or 

            


    

     

    
      	 	
              (c)

            	
              periodic
                installments over a period not to exceed fifteen (15)
                years.

            


    

     

    In
      the
      absence of an election by the Participant, distribution will be made in a lump
      sum payment in cash. 

     

    7.3    Installment
      Payments.
      If all
      or any portion of a Participant’s Accrued Benefit is to be paid in installments,
      the Participant shall determine the period over which such installments shall
      be
      paid. The total amount to be so distributed shall continue to be invested in
      those assets currently retained in the Trust and any income, gain or loss
      attributable thereto (but not Employer contributions or forfeitures) shall
      be
      reflected in the installment distributions. 

     

    7.4    Commencement
      of Benefits. 

     

    
      	 	
              (a)

            	
              Unless
                the Participant elects otherwise, distribution of benefits will begin
                no
                later than the 60th day after the latest of the close of the Plan
                Year in
                which: 

            


    

     

    
      	 	
              (1)

            	
              the
                Participant attains age 65 (or the Normal Retirement Age specified
                in the
                Plan, if earlier); 

            


    

     

    
      	 	
              (2)

            	
              occurs
                the 10th anniversary of the year in which the Participant commenced
                participation in the Plan; or

            


    

     

    
      	 	
              (3)

            	
              the
                Participant terminates Service with the Employer.
                

            


    

     

    
      	 	
              (b)

            	
              Notwithstanding
                the foregoing, the failure of a Participant to consent to a distribution
                while a benefit is immediately distributable shall be deemed to be
                an
                election to defer commencement of payment of any benefit sufficient
                to
                satisfy this Section. 

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    7.5    Minimum
      Required Distributions. 

     

    
      	 	
              (a)

            	
              Required
                Beginning Date.
                The entire interest of a Participant must be distributed or begin
                to be
                distributed no later than the Participant’s Required Beginning
                Date.

            


    

     

    
      	 	
              (b)

            	
              Limits
                on Distribution Periods.
                As of the first distribution calendar year, distributions, if not
                made in
                a single sum, may only be made over one of the following periods
                (or a
                combination thereof): 

            


    

     

    
      	 	
              (1)

            	
              a
                period certain not extending beyond the life expectancy of the
                Participant, or 

            


    

     

    
      	 	
              (2)

            	
              a
                period certain not extending beyond the joint life and last survivor
                expectancy of the Participant and a designated Beneficiary.
                

            


    

     

    
      	 	
              (c)

            	
              Minimum
                Amounts to be Distributed.

            


    

     

    
      	 	
              (1)

            	
              If
                a Participant’s interest is to be distributed in other than a single sum,
                the minimum amount that will be distributed for each distribution
                calendar
                year is the lesser of:

            


    

     

    
      	 	
              (i)

            	
              the
                quotient obtained by dividing the Participant’s account balance by the
                distribution period in the Uniform Lifetime Table set forth in Section
                1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as
                of the Participant’s birthday in the distribution calendar year; or
                

            


    

     

    
      	 	
              (ii)

            	
              if
                the Participant’s sole designated beneficiary for the distribution
                calendar year is the Participant’s spouse, the quotient obtained by
                dividing the Participant’s account balance by the number in the Joint and
                Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
                regulations, using the Participant’s and spouse’s attained ages as of the
                Participant’s and spouse’s birthdays in
                the
                distribution calendar year.

            


    

     

    
      	 	
              (2)

            	
              Required
                minimum distributions will be determined under this Section 7.5 beginning
                with the first distribution calendar year and up to and including
                the
                distribution calendar year that includes the Participant’s date of
                death.

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    
      	 	
              (3)

            	
              The
                minimum distribution required for the Participant’s first distribution
                calendar year must be made on or before the Participant’s Required
                Beginning Date. The minimum distribution for other calendar years,
                including the minimum distribution for the distribution calendar
                year in
                which the Participant’s Required Beginning Date occurs, must be made on or
                before December 31 of that distribution calendar
                year.

            


    

     

    
      	 	
              7.6

            	
              Distribution
                of Death Benefits. 

            


    

     

    
      	 	
              (a)

            	
              Method
                of Distribution.
                Upon the death of a Participant, the following distribution provisions
                shall take effect:

            


    

     

    
      	 	
              (1)

            	
              If
                the Participant dies after the date distribution begins, the remaining
                portion of the Participant’s interest will continue to be distributed at
                least as rapidly as under the method of distribution being used prior
                to
                the Participant’s death. Notwithstanding the preceding sentence, the
                following shall apply: 

            


    

     

    
      	 	
              (i)

            	
              If
                there is a designated beneficiary, the minimum amount that will be
                distributed for each distribution calendar year after the year of
                the
                Participant’s death is the quotient obtained by dividing the Participant’s
                account balance by the longer of the remaining life expectancy of
                the
                Participant or the remaining life expectancy of the Participant’s
                designated beneficiary, determined as
                follows:

            


    

     

    
      	 	
              (A)

            	
              the
                Participant’s remaining life expectancy is calculated using the age of the
                Participant in the year of death, reduced by one for each subsequent
                year.
                

            


    

     

    
      	 	
              (B)

            	
              if
                the Participant’s surviving spouse is the Participant’s sole designated
                beneficiary, the remaining life expectancy of the surviving spouse
                is
                calculated for each distribution calendar year after the year of
                the
                Participant’s death using the surviving spouse’s age as of the spouse’s
                birthday in that year. For distribution calendar years after the
                year of
                the surviving spouse’s death, the remaining life expectancy of the
                surviving spouse is calculated using the age of the surviving spouse
                as of
                the spouse’s birthday in the calendar year of the spouse’s death, reduced
                by one for each subsequent calendar
                year.

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    
      	 	
              (C)

            	
              if
                the Participant’s surviving spouse is not the Participant’s sole
                designated beneficiary, the designated beneficiary’s remaining life
                expectancy is calculated using the age of the beneficiary in the
                year
                following the year of the Participant’s death, reduced by one for each
                subsequent year. 

            


    

     

    
      	 	
              (ii)

            	
              If
                there is no designated beneficiary as of September 30 of the year
                after
                the year of the Participant’s death, the minimum amount that will be
                distributed for each distribution calendar year after the year of
                the
                Participant’s death is the quotient obtained by dividing the Participant’s
                account balance by the Participant’s remaining life expectancy calculated
                using the age of the Participant in the year of death, reduced by
                one for
                each subsequent year.

            


    

     

    
      	 	
              (2)

            	
              If
                the Participant dies before the date distributions begin, the following
                provisions shall apply:

            


    

     

    
      	 	
              (i)

            	
              If
                the Participant’s surviving spouse is the Participant’s sole designated
                beneficiary, distributions to the surviving spouse will begin by
                December
                31 of the calendar year immediately following the calendar year in
                which
                the Participant died, or by December 31 of the calendar year in which
                the
                Participant would have attained age 701⁄2, if
                later. If the Participant’s surviving spouse is the Participant’s sole
                designated beneficiary and the surviving spouse dies after the Participant
                but before distributions to the surviving spouse begin, the provisions
                of
                this Section 7.6(a)(2), other than the preceding sentence, will apply
                as
                if the surviving spouse were the
                Participant.

            


    

     

    
      	 	
              (ii)

            	
              If
                the Participant’s surviving spouse is not the Participant’s sole
                designated beneficiary, distributions to the designated beneficiary
                will
                begin by December 31 of the calendar year immediately following the
                calendar year in which the Participant died.


            


    

     

    
      	 	
              (iii)

            	
              If
                there is a designated beneficiary (spouse or other), the minimum
                amount
                that will be distributed for each distribution calendar year after
                the
                year of the Participant’s death is the quotient obtained by dividing the
                Participant’s account balance by the remaining life expectancy of the
                Participant’s designated beneficiary, determined as provided in Section
                7.6(a)(1)(i). 

            


    

     

    
      	 	
              (iv)

            	
              If
                there is no designated beneficiary as of September 30 of the year
                following the year of the Participant’s death, distribution of the
                Participant’s entire interest will be completed by December 31 of the
                calendar year containing the fifth anniversary of the Participant’s death.
                

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    
      	 	
              (v)

            	
              For
                purposes of this Section 7.6(a)(2), distributions are considered
                to begin
                on the Participant’s Required Beginning Date (or, if the second sentence
                of Section 7.6(a)(2)(i) above applies, distributions are considered
                to
                begin on the date distributions are required to begin to the surviving
                spouse under such provision).

            


    

     

    
      	 	
              (b)

            	
              Definitions.
                For purposes of this Section 7.6, the following definitions shall
                apply:

            


    

     

    
      	 	
              (1)

            	
              Designated
                Beneficiary.
                The individual who is designated as the Beneficiary under Section
                8.1 of
                the Plan and is the designated beneficiary under Code Section 401(a)(9)
                and Treasury Regulation Section 1.401(a)(9)-1,
                Q&A-4.

            


    

     

    
      	 	
              (2)

            	
              Distribution
                Calendar Year.
                A
                calendar year for which a minimum distribution is required. For
                distributions beginning before the Participant’s death, the first
                distribution calendar year is the calendar year immediately preceding
                the
                calendar year which contains the Participant’s Required Beginning Date.
                For distributions beginning after the Participant’s death, the first
                distribution calendar year is the calendar year in which distributions
                are
                required to begin pursuant to this Section 7.6. The required minimum
                distribution for the Participant’s first distribution calendar year will
                be made on or before the Participant’s Required Beginning Date. The
                required minimum distribution for other distribution calendar years,
                including the required minimum distribution for the distribution
                calendar
                year in which the Participant’s Required Beginning Date occurs, will be
                made on or before December 31 of that distribution calendar
                year.

            


    

     

    
      	 	
              (3)

            	
              Life
                Expectancy.
                Life expectancy as computed by use of the Single Life Table in Section
                1.401(a)(9)-9 of the Treasury
                Regulations.

            


    

     

    
      	 	
              (4)

            	
              Participant’s
                Account Balance.
                The account balance as of the last Valuation Date in the calendar
                year
                immediately preceding the distribution calendar year (valuation calendar
                year) increased by the amount of any contributions or forfeitures
                allocated to the account balance as of dates in the valuation calendar
                year after the Valuation Date and decreased by distributions made
                in the
                valuation calendar year after the Valuation Date. The account balance
                for
                the valuation calendar year includes any amounts rolled over or
                transferred to the Plan.

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    
      	 	
              (5)

            	
              Required
                Beginning Date.
                The Required Beginning Date of a Participant other than a 5% owner
                (as
                defined in Code Section 416(i)(1)(B)(1)) is the later of April 1
                of the
                calendar year following the calendar year in which the Participant
                attains
                the age of 701⁄2 or terminates employment with all Affiliated Employers. For
                5% owners, Required Beginning Date means April 1 of the calendar
                year in
                which a Participant attains age
                701⁄2.

            


    

     

    7.7    Distribution
      Upon Termination of Employment and Restrictions on Immediate
      Distribution. If
      the
      value of a Participant’s vested account balance derived from employer and
      employee contributions
      exceeds (or at the time of any prior distribution exceeded) $1,000 (for
      distributions made prior to March 28, 2005, this amount was $5,000), and the
      account balance
      is immediately distributable, the Participant must consent to any distribution
      of such account
      balance. If the value of a Participant’s nonforfeitable account balance as so
      determined is $1,000 or less, the Plan may immediately distribute the
      Participant’s entire nonforfeitable account balance. The consent of the
      Participant shall not be required to the extent that a distribution is required
      to satisfy Section 401(a)(9) or 415 of the Code. 

     

    An
      account balance is immediately distributable if any part of the account balance
      could be distributed to the Participant (or surviving spouse) before the
      Participant attains (or would have attained if not deceased) Normal Retirement
      Age. 

     

    In
      the
      absence of an election to receive an immediate distribution, the Participant’s
      Accrued Benefit shall remain invested in the Trust. The following provisions
      shall apply to termination benefits: 

     

    
      	 	
              (a)

            	
              The
                distribution of benefits to a Participant who has reached his distribution
                date by reason of a termination of employment other than retirement,
                disability or death shall be deferred until the first date the Participant
                would have been eligible for retirement under the Plan unless the
                Participant elects to commence distribution of such benefits at an
                earlier
                date. Prior to the commencement of benefits, the deferred benefits
                shall,
                in the discretion of the Employer, remain invested in the commingled
                Trust
                assets or be transferred to a segregated
                account.

            


    

     

    
      	 	
              (b)

            	
              If
                the vested portion of the Accrued Benefit of a Participant who terminates
                employment for reasons other than retirement, disability or death
                is less
                than 100%, so that his distribution date does not coincide with the
                date
                on which he ceases to be an Employee, such Accrued Benefit shall,
                in the
                discretion of the Employer, remain invested in the commingled Trust
                assets
                or be transferred to a segregated account pending distribution. A
                Participant may elect to receive the vested portion of his Accrued
                Benefit
                at any time after separation from service.


            


    

     

    
      	 	
              (c)

            	
              If
                a Participant separates from service before satisfying his Early
                Retirement Date, but has satisfied the service requirement of the
                Early
                Retirement Date, the Participant will be entitled to elect an early
                retirement benefit upon satisfaction of such age
                requirements.

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    7.8    Forfeiture
      and Special Vesting Formula.
      If the
      vested portion of the Accrued Benefit of a Participant who terminates employment
      for reasons other than retirement, disability or death, as described in Article
      VI of the Plan, is less than 100% and such Participant receives a distribution
      of the vested portion of his Accrued Benefit, forfeiture of the nonvested
      portion of his Accrued Benefit shall occur (subject to restoration pursuant
      to
      Section 7.9 of the Plan) as of the date on which the distribution is made.
      If
      upon termination of employment, a Participant has no vested interest in his
      Accrued Benefit, forfeiture of his entire Accrued Benefit shall occur (subject
      to restoration pursuant to Section 7.9 of the Plan) as of the date of
      termination of employment. In any other case involving a termination described
      in Section 7.7, forfeiture of the nonvested portion of the terminated
      Participant’s Accrued Benefit shall occur as of the earliest of: (a) his date of
      death following termination of employment, or (b) the last day of the Plan
      Year
      in which he incurs five (5) consecutive one (1) year Breaks in
      Service. 

     

    If
      a
      Participant terminates employment, and the value of the Participant’s vested
      account balance derived from Employer and Participant contributions is not
      greater than $1,000, the Participant will receive a distribution of the value
      of
      the entire vested portion of such account balance and the nonvested portion
      will
      be treated as a forfeiture. If an Employee would have received a distribution
      under the preceding sentence but for the fact that the Employee’s vested account
balance exceeded $1,000 when the Employee terminated employment and if at a
      later time such account balance is reduced such that it is not greater than
      $1,000, the Employee will receive a distribution of such account balance and
      the
      nonvested portion will be treated as a forfeiture. 

     

    For
      purposes of Section 6.5, if a distribution is made at a time when a Participant
      has a nonforfeitable right to less than 100% of the account balance derived
      from
      Employer contributions and the Participant may increase the nonforfeitable
      percentage in the account, a separate account shall be established for the
      Participant’s Employer Contributions Accounts as of the time of the
      distribution, and at any relevant time the vested portion of the separate
      account shall be equal to an amount determined by the formula: 

     

    P
      (AB
+
      (R
      X D))
      - (R X D)

    


    For
      purposes of applying the formula, P is the vested percentage at the relevant
      time, AB is the separate account balance at the relevant time, D is the amount
      of the distribution, R is the ratio of the separate account balance at the
      relevant time to the separate account balance after distribution, and the
      relevant time is the Participant’s termination date.

     

    7.9    Restoration
      of Forfeiture.
      If a
      re-employed Participant: (a) was less than 100% vested in his Employer
      Contribution Accounts when he terminated employment, (b) received a distribution
      of the vested portion, if any, of his Employer Contribution Accounts pursuant
      to
      Section 7.7(b) of the Plan, and (c) resumed his status as an active Participant
      before having incurred five (5) consecutive 1-year Breaks in Service, then
      the
      full amount of the forfeiture (unadjusted for gains or losses in the interim)
      pursuant to Section 7.8 of the Plan shall be restored to his Accrued Benefit.
      If
      the Participant had no vested interest in his Employer Contribution Accounts,
      the restoration shall be made as of the date of resumption of status as an
      active Participant. Notwithstanding any other Plan provisions regarding
      utilization of forfeitures, the restored forfeiture shall be derived from
      forfeitures arising in the Plan Year in which the restoration occurs. However,
      the Employer may, and in the absence of available forfeitures shall, make a
      separate contribution to the Plan for the purpose of restoring the forfeiture,
      which contribution shall be made not later than the end of the Plan Year
      following the Plan Year in which the resumption of employment by the Participant
      occurred. The restoration shall not be deemed to be an Annual Addition for
      purposes of Article V of the Plan.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    7.10  
        Direct
      Rollover. 

     

    
      	 	
              (a)

            	
              Applicability.
                Notwithstanding any provision of the Plan to the contrary that would
                otherwise limit a distributee’s election under this Article, a distributee
                may elect, at the time and in the manner prescribed by the Committee
                to
                have any portion of an eligible rollover distribution paid directly
                to an
                eligible retirement plan specified by the distributee in a direct
                rollover.

            


    

     

    
      	 	
              (b)

            	
              Definitions.

            


    

     

    
      	 	
              (1)

            	
              Eligible
                Rollover Distribution.
                An eligible rollover distribution is any distribution of all or any
                portion of the balance to the credit of the distributee, except that
                an
                eligible rollover distribution does not include any distribution
                that is
                one of a series of substantially equal periodic payments (not less
                frequently than annually) made for the life (or life expectancy)
                of the
                distributee or the joint lives (or joint life expectancies) of the
                distributee and the distributee’s designated Beneficiary, or for a
                specified period of ten years or more; any distribution to the extent
                such
                distribution is required under Section 401(a)(9) of the Code; any
                amount
                distributed on account of a hardship distribution; and the portion
                of any
                distribution that is not includible in gross income (determined without
                regard to the exclusion for net unrealized appreciation with respect
                to
                employer securities).

            


    

     

    A
      portion
      of a distribution shall not fail to be an eligible rollover distribution merely
      because the portion consists of after-tax employee contributions which are
      not
      includable in gross income. However, such portion may be transferred only to
      an
      individual retirement account or annuity described in Code Section 408(a) or
      (b), or to a qualified defined contribution plan described in Code Section
      401(a) or 403(a) that agrees to separately account for amounts so transferred,
      including separately accounting for the portion of such distribution which
      is
      includable in gross income and the portion of such distribution which is not
      so
      includable.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              Eligible
                Retirement Plan.
                An eligible retirement plan is an individual retirement account described
                in Section 408(a) of the Code, an individual retirement annuity described
                in Section 408(b) of the Code, an annuity plan described in Section
                403(a)
                of the Code, or a qualified trust described in Section 401(a) of
                the Code,
                that accepts the distributee’s eligible rollover distribution. However, in
                the case of an eligible rollover distribution to the surviving spouse,
                an
                eligible retirement plan is an individual retirement account or individual
                retirement annuity. 

            


    

     

    An
      eligible retirement plan shall also mean an annuity contract described in Code
      Section 403(b) and an eligible plan under Code Section 457(b) which is
      maintained by a state, political subdivision of a state, or any agency or any
      instrumentality of a state or political subdivision of a state and which agrees
      to separately account for amounts transferred into such plan from this Plan.
      The
      definition of eligible retirement plan shall also apply in the case of a
      distribution to a surviving spouse, or to a spouse or former spouse who is
      the
      alternate payee under a qualified domestic relations order, as defined in Code
      Section 414(p).

     

    
      	 	
              (3)

            	
              Distributee.
                A
                distributee includes an Employee or former Employee. In addition,
                the
                Employee’s or former Employee’s surviving spouse and the Employee’s or
                former Employee’s spouse or former spouse who is the alternate payee under
                a qualified domestic relations order, as described in Section 414(p)
                of
                the Code, are distributees with regard to the interest of the spouse
                or
                former spouse. 

            


    

     

    
      	 	
              (4)

            	
              Direct
                Rollover.
                A
                direct rollover is a payment by the plan to the eligible retirement
                plan
                specified by the distributee. 

            


    

     

    
      	 	
              (5)

            	
              Non-Spouse
                Beneficiary.
                Effective January 1, 2007, a direct trustee-to-trustee transfer may
                be
                made to an individual retirement account established for the purpose
                of
                receiving a distribution from a designated beneficiary who is not
                the
                spouse of the Employee or former
                Employee.

            


    

     

    7.11  
        Qualified
      Domestic Relations Order. All
      rights and benefits, including election rights, provided to Participants
      pursuant to this Plan, are subject to the rights afforded to any “alternate
      payee”, as defined in Section 414(p)(8) of the Code, pursuant to a “qualified
      domestic relations order”, as defined in Section 414(p) of the
      Code.

     

    Payment
      to an “alternate payee” pursuant to a “qualified domestic relations order” shall
      be made at such time as determined or permitted pursuant to the qualified
      domestic relations order, including distributions before the Participant reaches
      his earliest retirement age as defined in Code Section 414(p)(4)(B). The
      Committee shall establish procedures to determine the status of a judgment,
      decree or order as a qualified domestic relations order and to administer Plan
      distributions in accordance with any such qualified domestic relations
      order.


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    Upon
      receipt of any judgment, decree or order (including approval of a property
      settlement agreement) relating to the provision of payment by the Plan to an
      alternate payee pursuant to a state domestic relations law, the Committee shall
      promptly notify the affected Participant and any alternate payee of the receipt
      of such judgment, decree or order and shall notify the affected Participant
      and
      any alternate payee of the Committee’s procedure for determining whether or not
      the judgment, decree or order is a qualified domestic relations
      order.

     

    ARTICLE
      VIII

    BENEFICIARY
      AND PARTICIPANT INFORMATION 

     

    8.1    Designation
      of Beneficiary. 

     

    
      	 	
              (a)

            	
              Each
                Participant from time to time may designate any person or persons
                (who may
                be named contingently or successively) to receive any benefits payable
                under the Plan upon or after his death, and any such designation
                may be
                changed from time to time by the Participant by filing a new designation.
                Each designation will revoke all prior designations made by the
                Participant, shall be in writing in the form prescribed by the Employer
                and shall be effective only when the written designation is filed
                with the
                Employer during his lifetime. 

            


    

     

    
      	 	
              (b)

            	
              The
                Beneficiary of a Participant who is married at the time of his death
                shall
                be his surviving spouse unless his surviving spouse consents in writing
                on
                the form provided for that purpose by the Committee to the designation
                of
                another beneficiary. A consent by a Participant’s spouse shall not be
                effective unless such consent is witnessed by one of the members
                of the
                Committee or a Notary Public.

            


    

     

    
      	 	
              (c)

            	
              In
                the absence of a valid Beneficiary designation (except in conjunction
                with
                the election of a form of benefit payment which does not require
                the
                designation of a specific Beneficiary) or if, at the time any benefit
                becomes payable to a Beneficiary, there is no living Beneficiary
                properly
                designated by the Participant to receive the benefit, the Committee
                shall
                direct the Trustee to distribute such benefit to the Participant’s spouse,
                if then living. If there is no surviving spouse, then the benefit
                shall be
                paid to the Participant’s then living descendants, if any, by root,
                otherwise to the Participant’s then living parent or parents, equally,
                otherwise to the Participant’s
                estate.

            


    

     

    8.2    Information
      to be Furnished by Participant and Beneficiaries. Any
      communications addressed to a Participant or Beneficiary at his last post office
      address filed with the Committee shall be binding on the Participant or
      Beneficiary for all purposes of the Plan. Except for the Committee’s sending of
      a registered letter to the last known address, neither the Trustee nor the
      Committee shall be obliged to search for any Participant or
      Beneficiary.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    ARTICLE
      IX

    LOANS
      TO PARTICIPANTS

     

    9.1    Loans.
      The
      Committee shall establish a loan program under which: 

     

    
      	 	
              (a)

            	
              Loans
                shall be made available to all active Participants and Participants
                on
                long-term disability on a reasonably equivalent basis.
                

            


    

     

    
      	 	
              (b)

            	
              Loans
                shall not be made available to Highly Compensated Employees (as defined
                in
                Section 414(q) of the Code) in an amount greater, or on terms otherwise
                more favorable, than the amount or terms applicable to loans made
                available to other Employees.

            


    

     

    
      	 	
              (c)

            	
              Loans
                must be adequately secured and bear a reasonable interest rate.
                

            


    

     

    
      	 	
              (d)

            	
              No
                loan to any Participant can be made to the extent that such loan
                when
                added to the outstanding balance of all other loans to the Participant
                or
                Beneficiary would exceed the lesser of (a) $50,000 reduced by the
                excess
                (if any) of (the highest outstanding balance of loans during the
                one year
                period ending on the day before the loan is made, over the outstanding
                balance of loans from the Plan on the date the loan is made), or
                (b) 50%
                of the Participant’s vested Accrued Benefit.


            


    

     

    
      	 	
              (e)

            	
              A
                Participant is not required to obtain the consent of his or her spouse,
                if
                any, to use of the account balance as security for the loan.
                

            


    

     

    
      	 	
              (f)

            	
              Loan
                repayments will be suspended under the Plan as permitted under Code
                Section 414(u)(4).

            


    

     

    
      	 	
              (g)

            	
              Loans
                will be funded with assets withdrawn pro-rata across all money types
                and
                funds.

            


    

     

    Notwithstanding
      any other provision of this Plan, the portion of the Participant’s vested
      account balance used as a security interest held by the Plan by reason of a
      loan
      outstanding to the Participant shall be taken into account for purposes of
      determining the amount of the account balance payable at the time of death
      or
      distribution, but only if the reduction is used as repayment of the loan. If
      less than 100% of the Participant’s vested account balance (determined without
      regard to the preceding sentence) is payable to the surviving spouse, then
      the
      account balance shall be adjusted by first reducing the vested account balance
      by the amount of the security used as repayment of the loan, and then
      determining the benefit payable to the surviving spouse. 

     

    For
      the
      purpose of the above limitation, all loans from all plans of the Employer and
      all Affiliated Employers are aggregated. Furthermore, any loan shall by its
      terms require that repayment (principal and interest) be amortized in level
      payments, not less frequently than quarterly, over a period not extending beyond
      five years from the date of the loan, unless such loan is used to acquire a
      dwelling unit which within a reasonable time (determined at the time the loan
      is
      made) will be used as the principal residence of the Participant.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    9.2    Participant
      Loan Program.
      The
      Committee may prescribe such additional rules and procedures as it may deem
      appropriate, including, without limitation, rules and procedures by which the
      making of loans to Participants may be terminated, suspended, or restricted,
      if
      any, to the extent deemed by the Committee to be necessary or desirable in
      order
      to effect compliance with applicable laws or regulations (the “Participant Loan
      Program”). The rules and procedures reported in the Loan-by-Phone guidelines are
      incorporated in the Participant Loan Program. To the extent the Participant
      Loan
      Program conflicts with the terms of the Plan, the terms of the Participant
      Loan
      Program shall prevail, as long as such Program does not conflict with the Code,
      ERISA, or other applicable laws or regulations.

     

    ARTICLE
      X

    VOTING
      PROVISIONS

     

    10.1  
        Voting
      Rights of Company Stock. 
      Each
      Participant, including their beneficiaries and alternate payees (individually,
      “Participant” and collectively, “Participants”) is, for purposes of this Section
      hereby designated a “named fiduciary” within the meaning of ERISA Section
      403(a)(1) and shall be entitled to direct the Plan and Trustee as to the manner
      in which Company Stock allocated to such Participant’s accounts is to be voted
      on each matter brought before an annual or special stockholders’ meeting of the
      Company. Company Stock may be held in different accounts and shall be voted
      as
      provided below by the Trustee. 

     

    The
      Committee shall determine the total number of shares of Company Stock allocated
      to each Participant’s accounts as of the record date and such shares shall be
      voted in accordance with directions of such Participant. Upon timely receipt
      of
      such directions, the Trustee shall on each such matter, vote as directed the
      number of votes attributable to such Participant.

     

    The
      number of votes attributable to each Participant shall be determined as
      follows:

     

    
      	 	
              (a)

            	
              First,
                the total number of votes attributable to Company Stock held in the
                Trust
                shall be determined;

            


    

     

    
      	 	
              (b)

            	
              Second,
                the number of votes determined under (a), above, shall be attributed
                to
                each Participant, in the ratio which the number of shares of Company
                Stock
                allocated to such Participant’s accounts in the Trust as of the record
                date bears to the total number of shares of Company Stock held in
                the
                Trust as of such date.

            


    

     

    Each
      Participant as a named fiduciary, shall be entitled to separately direct the
      vote of a portion of the number of votes with respect to which a signed
      voting-direction instrument is not timely received from other Participants
      in
      the Trust (“Undirected Votes”). Such direction with respect to each Participant
      who timely elects to direct the vote of Undirected Votes in the Trust as a
      named
      fiduciary shall be with respect to a number of Undirected Votes in the Trust
      equal to the total number of Undirected Votes in the Trust multiplied by a
      fraction, the numerator of which is the total number of votes attributable
      to
      such Participant in the Trust and the denominator of which is the total number
      of votes attributable to all Participants who timely elect to vote Undirected
      Votes as a named fiduciary in the Trust.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    10.2  
        Responding
      to Tender and Exchange Offers.
      Each
      Participant is, for purposes of this Section, hereby designated a “named
      fiduciary” within the meaning of Section 403(a)(1) of ERISA and shall have the
      right, to the extent of the number of shares of Company Stock allocated to
      the
      Participant’s accounts in the Trust, to direct the Trustee in writing as to the
      manner in which to respond to such tender or exchange offer with respect to
      shares of Company Stock. The Committee shall use its best efforts to timely
      distribute or cause to be distributed to each Participant such information
      as
      will be distributed to stockholders of the Company in connection with any such
      tender or exchange offer. Upon timely receipt of such instructions, the Trustee
      shall respond as instructed with respect to shares of Common Stock in the Trust
      allocated to such Participant’s accounts. If the Trustee shall not receive
      timely instructions from a Participant as to the manner in which to respond
      to
      such a tender or exchange offer, the Trustee shall not tender or exchange any
      shares of Company Stock held in the Participant’s account. In effecting the
      foregoing, to the extent possible, the Trustee shall tender or exchange shares
      of Company Stock entitled to one vote per share prior to shares of Company
      Stock
      having greater than one vote per share.

     

    10.3  
        Confidentiality.
      Any
      instructions received by the Trustee from Participants (or, if applicable,
      Beneficiaries), pursuant to this Article X shall be held by the Trustee in
      strict confidence and no officer or Employee of the Company or an Affiliated
      Employer shall ask the Trustee to divulge or release such instructions to any
      officer or Employee of
      the
      Company or an Affiliated Employer; provided, however, that to the extent
      necessary for the operation of the Plan, such instructions may be relayed by
      the
      Trustee to a recordkeeper, auditor or other person providing services to the
      Plan if such person (1) is not the Company, an Affiliated Employer or any
      Employee, officer or director thereof, and (2) agrees not to divulge such
      directions to any other person, including Employees, officers and directors
      of
      the Company
      and its
      Affiliated Employers.

     

    ARTICLE
      XI

    TOP
      HEAVY PROVISIONS 

     

    11.1  
        Applicability.
      Notwithstanding any other provisions of the Plan, if for any Plan Year the
      Plan
      becomes a Top Heavy Plan, the requirements of this Article XI of the Plan shall
      be applied for such Plan Year.

     

    11.2  
        Definitions.
      The
      following terms shall have the following meanings in the determination of
      whether or not the Plan is a Top Heavy Plan:

     

    
      	 	
              (a)

            	
              Determination
                Date.
                The term “Determination Date” means, with respect to any Plan Year, the
                last day of the preceding Plan Year, or in case of the first Plan
                Year,
                the last day of such year.

            


    

     

    
      	 	
              (b)

            	
              Employer.
                The Employer who adopted this Plan and any other Employer some or
                all of
                whose Employees participate in this Plan or in a retirement plan
                which is
                aggregated with this Plan as part of a permissive or required aggregation
                group.

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              Employer
                Group.
                A
                group of Employers who, for purposes of Section 416 of the Code,
                are
                treated as a single Employer under Section 414(b), (c) or (m) of
                the
                Code.

            


    

     

    
      	 	
              (d)

            	
              Key
                Employee.
                Any Employee or former Employee (including any deceased Employee)
                who at
                any time during the Plan Year that includes the determination date
                was an
                officer of the Employer having annual Compensation greater than $130,000
                (as adjusted under Code Section 416(i)(1)), a 5-percent owner of
                the
                Employer, or a 1-percent owner of the Employer having annual Compensation
                of more than $150,000. For this purpose, annual compensation means
                compensation within the meaning of Code Section 415(c)(3). The
                determination of who is a Key Employee will be made in accordance
                with
                Code Section 416(i)(1) and the applicable regulations and other guidance
                of general applicability issued
                thereunder.

            


    

     

    
      	 	
              (e)

            	
              Non-Key
                Employee.
                Any Employee or former Employee (or Beneficiaries of such Employee)
                who is
                not considered to be a Key
                Employee.

            


    

     

    
      	 	
              (f)

            	
              Permissive
                Aggregation Group.
                The Committee may treat any plan not required to be included in the
                Required Aggregation Group (as defined herein) as being part of such
                group
                if the group would continue to satisfy the requirements of Sections
                401
                (a)(4) and 410 of the Code with such plan being taken into
                account.

            


    

     

    
      	 	
              (g)

            	
              Required
                Aggregation Group.
                (1) Each qualified plan of the Employer in which at least one Key
                Employee
                participates or participated at any time during the determination
                period
                (regardless of whether the plan has terminated), and (2) any other
                qualified plan of the Employer which enables a plan described in
                (1) to
                meet the requirements of Section 401(a)(4) or 410 of the
                Code.

            


    

     

    
      	 	
              (h)

            	
              Top
                Heavy Plan.
                For any Plan Year, this Plan is Top Heavy if any of the following
                conditions exist: 

            


    

     

    
      	 	
              (1)

            	
              If
                the Top Heavy Ratio for this Plan exceeds 60%, provided this Plan
                is not
                part of any required aggregation group or permissive aggregation
                group of
                plans.

            


    

     

    
      	 	
              (2)

            	
              If
                this Plan is a part of a required aggregation group of plans, but
                not part
                of a permissive aggregation group, the Top Heavy Ratio for the group
                of
                plans exceeds 60%.

            


    

     

    
      	 	
              (3)

            	
              If
                this Plan is a part of a required aggregation group and part of a
                permissive aggregation group of plans and the Top Heavy Ratio for
                the
                entire group exceeds 60%.

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    
      	 	
              (i)

            	
              Top
                Heavy Ratio.

            


    

     

    
      	 	
              (1)

            	
              If
                the Employer maintains one or more defined contribution plans (including
                any Simplified Employee Pension Plan) and the Employer has not maintained
                any defined benefit plan which during the 5-year period ending on
                the
                determination date(s) has or has had Accrued Benefits, the Top Heavy
                Ratio
                for this Plan alone or for the required or permissible aggregation
                group
                as appropriate is a fraction, the numerator of which is the sum of
                the
                account balances of all Key Employees as of the determination date(s)
                and
                the denominator of which is the sum of all account balances for all
                Participants, both computed in accordance with Section 416 of the
                Code and
                the regulations thereunder. Both the numerator and denominator of
                the Top
                Heavy Ratio are increased to reflect any contribution not actually
                made as
                of the determination date, but which is required to be taken into
                account
                on that date under Section 416 of the Code and the regulations
                thereunder.

            


    

     

    The
      present value of accrued benefits and the sum of all account balances shall
      be
      increased by the aggregate distribution made with respect to an Employer in
      the
      1-year period ending on the determination date; however, substitute “5-year
      period” for “1-year period” in the case of any distribution by reason other than
      severance from employment, death, or disability).

     

    
      	 	
              (2)

            	
              If
                the Employer maintains one or more defined contribution plans (including
                any Simplified Employee Pension Plan) and the Employer maintains
                or has
                maintained one or more defined benefit plans which during the 5-year
                period ending on the determination date(s) has or has had any accrued
                benefits, the Top Heavy Ratio for any required or permissive aggregation
                group as appropriate is a fraction, the numerator of which is the
                sum of
                account balances under the aggregated defined contribution plan or
                plans
                for all Key Employees, determined in accordance with paragraph (1)
                above,
                and the present value of accrued benefits under the aggregated defined
                benefit plan or plans for all Key Employees as of the determination
                date,
                and the denominator of which is the sum of the account balances under
                the
                aggregated defined contribution plan or plans for all Participants,
                determined in accordance with paragraph (1) above, and the present
                value
                of accrued benefits under the defined benefit plan or plans for all
                Participants, determined in accordance with paragraph (1) above,
                and the
                present value of accrued benefits under the defined benefit plan
                or plans
                for all Participants as of the determination date, all determined
                in
                accordance with Section 416 of the Code and the regulations
                thereunder.

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    The
      accrued benefit of a Non-Key Employee under any defined benefit plan shall
      be
      determined under the method, if any, that uniformly applies for accrual purposes
      under all defined benefit plans maintained by the Employer, or if there is
      no
      such method, as if such benefit accrued not more rapidly than the slowest
      accrual rate permitted under Section 411(b)(1)(C) of the Code. 

     

    
      	 	
              (3)

            	
              For
                purposes of (1) and (2) above, the value of account balances and
                the
                present value of accrued benefits will be determined as of the most
                recent
                Valuation Date that falls within or ends with the twelve (12) month
                period
                ending on the determination date, except as provided in Section 416
                of the
                Code and the regulations thereunder for the first and second plan
                years of
                a defined benefit plan. The account balances and accrued benefits
                of a
                Participant (i) who is a Non-Key Employee but who was a Key Employee
                in a
                prior year, any accrued benefit for such employee (and the account
                of such
                employee shall be disregarded).

            


    

     

    
      	 	
              (4)

            	
              The
                accrued benefits and accounts of any individual who has not performed
                services during the 1-year period ending on the determination date
                shall
                not be taken into account. The calculation of the Top Heavy Ratio,
                and the
                extent to which distributions, rollovers and transfers are taken
                into
                account will be made in accordance with Section 416 of the Code and
                the
                regulations thereunder. Deductible employee contributions will not
                be
                taken into account for purposes of computing the Top Heavy Ratio.
                When
                aggregating plans, the value of account balances and accrued benefits
                will
                be calculated with reference to the determination dates that fall
                within
                the same calendar year. 

            


    

     

    
      	 	
              (j)

            	
              Valuation
                Date.
                December 31 in each Plan Year, the date as of which account balances
                or
                Accrued Benefits are valued for purposes of calculating the Top Heavy
                Ratio.

            


    

     

    
      	 	
              (k)

            	
              Present
                Value.
                For purposes of establishing the present value of accrued benefits
                under
                defined benefit plans required to be aggregated with this Plan to
                compute
                the Top Heavy Ratio, any benefit shall be discounted only for mortality
                and interest based on the mortality assumptions and interest rate
                specified in such defined benefit
                plan.

            


    

     

    
      	 	
              (l)

            	
              Alternative
                Methods of Meeting Top-Heavy Requirements.
                Effective January 1, 2008, the term Top Heavy Plan shall not include
                a
                plan which consists solely of ំ 

            


    

     

    
      	 	
              (1)

            	
              a
                cash or deferred arrangement which meets the requirements of Section
                401(k)(12) or 401(k)(13), and

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              matching
                contributions with respect to which the requirements of Section 401(m)(11)
                or 401(m)(12) are met. 

            


    

     

    If,
      but
      for this paragraph, a plan would be treated as a Top-Heavy Plan because it
      is a
      member of an aggregation group which is a top-heavy group, contributions under
      the Plan may be taken into account in determining whether any other plan in
      the
      group has provided the minimum benefit described in Section 11.3 of the Plan.
      

     

    11.3  
        Minimum
      Allocation.

     

    
      	 	
              (a)

            	
              Except
                as otherwise provided in (c) and (d) below, the Employer contributions
                and
                forfeitures allocated on behalf of any Participant who is not a Key
                Employee shall not be less than the lesser of three percent of such
                Participant’s Total Compensation or in the case where the Employer has no
                defined benefit plan which designates this Plan to satisfy Section
                401 of
                the Code, the largest percentage of Employer contributions (including
                any
                salary deferral contribution) and forfeitures, as a percentage of
                the Key
                Employee’s Total Compensation, as limited by Section 401(a)(l7) of the
                Code, allocated on behalf of any Key Employee for that year. The
                minimum
                allocation is determined without regard to any Social Security
                contribution. This minimum allocation shall be made even though under
                other plan provisions, the Participant would not otherwise be entitled
                to
                receive an allocation, would have received a lesser allocation for
                the
                year because of (1) the Participant’s failure to complete 1,000 hours of
                service (or any equivalent provided in the Plan), (2) the Participant’s
                failure to make mandatory employee contributions (including Elective
                Deferrals) to the Plan, or (3) Compensation less than a stated amount.
                

            


    

     

    Matching
      Contributions shall be taken into account for purposes of satisfying the minimum
      contribution requirements of Code Section 416(c)(2) and the Plan. The preceding
      sentence shall apply with respect to matching contributions under the Plan
      or,
      if the Plan provides that the minimum contribution requirement shall be met
      in
      another plan, such other plan. Matching Contributions that are used to satisfy
      the minimum contribution requirements shall be treated as matching contributions
      for purposes of the actual contribution percentage test and other requirements
      of Code Section 401(m). Elective deferrals may not be taken into account for
      the
      purpose of satisfying the minimum Top Heavy contribution requirements.


     

    Catch-Up
      Contributions for the current year are not counted as Key Employee
      contributions, but prior-year Catch-Up Contributions are used to determine
      whether the Plan is Top Heavy.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              For
                purposes of computing the minimum allocation, Compensation will mean
                Total
                Compensation, as limited by Section 40l(a)(17) of the
                Code.

            


    

     

    
      	 	
              (c)

            	
              The
                provision in (a) above shall not apply to any Participant who was
                not
                employed by the Employer on the last day of the Plan
                Year.

            


    

     

    
      	 	
              (d)

            	
              If
                an Employee participates in both a defined benefit plan and a defined
                contribution plan, the minimum benefit shall be provided under the
                defined
                benefit plan. If an Employee participates in another defined contribution
                plan, the minimum benefit shall be provided under the other defined
                contribution plan. 

            


    

     

    11.4  
        Vesting.
      For any
      Plan Year in which this Plan is Top Heavy, each Employee’s Interest in his or
      her Accrued Benefit attributable to Employer contributions shall be fully vested
      and nonforfeitable. The minimum vesting schedule applies to all benefits accrued
      as of the date the Plan became Top Heavy and to all benefits accrued thereafter
      to which this Article applies. Further, no decrease in a Participant’s non
      forfeitable percentage may occur in the event the Plan’s status as Top Heavy
      changes for any Plan Year. However, this Section does not apply to the account
      balances of any Employee who does not have an hour of service after the Plan
      has
      initially become Top Heavy and such Employee’s Accrued Benefit attributable to
      Employer contributions and forfeitures will be determined without regard to
      this
      Section.

     

    ARTICLE
      XII

    ADMINISTRATION
      OF THE PLAN 

     

    12.1  
        Plan
      Committee. The
      CenturyTel Retirement Committee (the “Committee”), also known as the CenturyTel,
      Inc. Retirement Committee, shall serve as the Administrator, as defined in
      ERISA
      Section 3(16)(A). The Committee is also the Named Fiduciary, as defined in
      ERISA
      Section 402(a)(2), except where the Participant is the Named Fiduciary. The
      Committee shall be charged with the full power and the responsibility for
      administering the Plan in accordance with the terms and delegations stated
      in
      the Plan and the Charter of the CenturyTel Retirement Committee (the “Charter”),
      except as the Board of Directors of the Company shall otherwise expressly
      determine.

     

    12.2  
        Duties
      and Responsibilities of Fiduciaries.
      A
      fiduciary to the Plan shall have only those specific powers, duties,
      responsibilities and obligations as are explicitly given him under the Charter,
      Plan and Trust Agreement and shall not be responsible for any act or failure
      to
      act of another fiduciary. In general, the Employer shall have the sole
      responsibility for making contributions to the Plan required under Article
      III
      of the Plan, appointing the Trustee and the members of the Committee, and
      determining the funds available for investment under the Plan. The Committee
      shall have the sole responsibility for the administration of the Plan, as more
      fully described in Section 12.3 of the Plan.

     

    12.3  
        Powers
      and Responsibilities of the Plan Administrator. 

     

    
      	 	
              (a)

            	
              Administration
                of the Plan.
                The Committee shall have the responsibility for the management of
                the Plan
                and shall have the sole, final and absolute right to reconcile any
                inconsistency in the Plan, to interpret and construe the provisions
                of the
                Plan in all particulars, in such manner and to such extent as it
                deems
                proper, and to make all decisions and determinations necessary under
                the
                Plan. In addition, the Committee shall have the following powers,
                rights,
                and duties:

            


    

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    
      	 	
              (1)

            	
              The
                Committee may adopt suitable rules and regulations for the administration
                of the Plan.

            


    

     

    
      	 	
              (2)

            	
              Decisions
                of the Committee may be conveyed to third persons by any of its members.
                Third persons shall be entitled to assume that the decision so conveyed
                is
                given with the consent of the majority of the
                Committee.

            


    

     

    
      	 	
              (3)

            	
              The
                Committee shall cause to be kept all such records and other data
                as may be
                necessary for the performance of its
                duties.

            


    

     

    
      	 	
              (4)

            	
              The
                members of the Committee shall serve without compensation for their
                services as such. The Committee and the members thereof shall be
                free of
                any liability, joint or several, for their acts or failures to act
                as
                members or officers of such Committee in connection with this Plan,
                except
                that any member of the Committee shall be liable for his own willful
                misconduct or gross negligence. 

            


    

     

    
      	 	
              (5)

            	
              The
                Committee shall not exercise any powers conferred upon it in such
                a way as
                to result in discrimination in favor of any Participant who is a
                Highly-Compensated Employee.

            


    

     

    
      	 	
              (b)

            	
              Records
                and Reports.
                The Committee shall be responsible for maintaining sufficient records
                to
                reflect the Compensation of each Participant for purposes of determining
                the amount of contributions that may be made by or on behalf of the
                Participant under the Plan. The Committee shall be responsible for
                submitting all required reports and notification relating to the
                Plan to
                Participants or their Beneficiaries, the Internal Revenue Service,
                and the
                Department of Labor.

            


    

     

    
      	 	
              (c)

            	
              Furnishing
                Trustee with Instructions.
                The Committee shall be responsible for furnishing the Trustee with
                written
                instructions regarding all contributions to the Trust, all distributions
                to Participants and all loans to Participants. In addition, the Committee
                shall be responsible for furnishing the Trustee with any further
                information respecting the Plan which the Trustee may request for
                the
                performance of its duties or for the purpose of making any returns
                to the
                Internal Revenue Service or Department of Labor as may be required
                of the
                Trustee under the terms of the Trust
                Agreement.

            


    

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              Rules
                and Decisions.
                The Committee may adopt such rules as it deems necessary, desirable
                or
                appropriate in the administration of the Plan. All rules and decisions
                of
                the Committee shall be applied uniformly and consistently to all
                Participants in similar circumstances. When making a determination
                of
                calculation, the Committee shall be entitled to rely upon information
                furnished by a Participant or Beneficiary, the Employer, and the
                legal
                counsel of the Employer or the
                Trustee.

            


    

     

    
      	 	
              (e)

            	
              Application
                and Forms for Benefits.
                The Committee may require a Participant or Beneficiary to complete
                and
                file with it an application for a benefit, and to furnish all pertinent
                information requested by it. The Committee may rely upon all such
                information so furnished to it, including the Participant’s or
                Beneficiary’s current mailing
                address.

            


    

     

    12.4  
        Allocation
      of Duties and Responsibilities.
      The
      Committee may by written instrument allocate among its members or employees
      any
      of its duties and responsibilities not already allocated under the Charter
      or
      Plan or may carry out any of the Committee’s duties and responsibilities under
      the Plan. Any such duties or responsibilities thus allocated must be described
      in the written instrument. If a person other than an Employee of the Employer
      is
      so designated, such person must acknowledge in writing his acceptance of the
      duties and responsibilities allocated to him.

     

    12.5  
        Expenses.
      Except
      as provided below, the Employer shall pay all expenses authorized and incurred
      by the Plan in the administration of the Plan (including Trustee’s fees) except
      to the extent such expenses are paid from the Trust. The Committee may direct
      the Trustee to charge reasonable administrative expenses of the Plan to
      Participants’ Accounts, including but not limited to fees to process domestic
      relations orders, but only to the extent that the Committee has determined
      that
      such charges to Participants’ Accounts are consistent with ERISA and
      interpretative guidance thereunder issued by the DOL.

     

    12.6  
        Liabilities.
      The
      Committee and each person to whom duties and responsibilities have been
      allocated pursuant to Section 12.4 of the Plan may be indemnified and held
      harmless by the Employer with respect to any alleged breach of responsibilities
      performed or to be performed hereunder.

     

    12.7  
        Claims
      Procedure.

     

    
      	 	
              (a)

            	
              Filing
                a Claim.
                Any Participant or Beneficiary under the Plan may file a written
                claim for
                a Plan benefit with the Committee or with a person named by the Committee
                to receive claims under the Plan.

            


    

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              Notice
                of Denial of Claim.
                In the event of a denial or limitation of any benefit or payment
                due to or
                requested by any Participant or Beneficiary under the Plan (“Claimant”),
                Claimant shall be given a written notification containing specific
                reasons
                for the denial or limitation of his benefit. The written notification
                shall contain specific reference to the pertinent Plan provisions
                on which
                the denial or limitation of his benefit is based. In addition, it
                shall
                contain a description of any other material or information necessary
                for
                the Claimant to perfect a claim, and an explanation of why such material
                or information is necessary. The notification shall further provide
                appropriate information as to the steps to be taken if the Claimant
                wishes
                to submit his claim for review. This written notification shall be
                given
                to a Claimant within 90 days after receipt of his claim by the Committee
                unless special circumstances require an extension of time for processing
                the claim. If such an extension of time for processing is required,
                written notice of the extension shall be furnished to the Claimant
                prior
                to the termination of said 90-day period, and such notice shall indicate
                the special circumstances which make the postponement
                appropriate.

            


    

     

    
      	 	
              (c)

            	
              Right
                of Review.
                In the event of denial or limitation of his benefit, the Claimant
                or his
                duly authorized representative shall be permitted to review pertinent
                documents and to submit to the Committee issues and comments in writing.
                In addition, the Claimant or his duly authorized representative may
                make a
                written request for a full and fair review of his claim and its denial
                by
                the Committee; provided, however, that such written request must
                be
                received by the Committee (or its delegate to receive such requests)
                within 60 days after receipt by the Claimant of written notification
                of
                the denial or limitation of the claim. The 60-day requirement may
                be
                waived by the Committee in appropriate
                cases.

            


    

     

    
      	 	
              (d)

            	
              Decision
                on Review.
                A
                decision shall be rendered by the Committee within 60 days after
                the
                receipt of the request for review, provided that where special
                circumstances require an extension of time for processing the decision,
                it
                may be postponed on written notice to the Claimant (prior to the
                expiration of the initial 60-day period) for an additional 60 days
                after
                the receipt of such request for review. Any decision by the Committee
                shall be furnished to the Claimant in writing and shall set forth
                the
                specific reasons for the decision and the specific Plan provisions
                on
                which the decision is based.

            


    

     

    
      	 	
              (e)

            	
              Court
                Action.
                No Participant, Beneficiary or other Claimant shall have the right
                to seek
                judicial review of a denial of benefits, or to bring any action in
                any
                court to enforce a claim for benefits prior to filing a claim for
                benefits
                or exhausting his rights to review under this Section 12.7.
                

            


    

     

    
      	 	
              (f)

            	
              Notification.
                The Committee shall provide a Claimant with written or electronic
                notification. Electronic notification must comply with the standards
                imposed by 29 CFR 2520.104b-1(c)(1)(i), (ii), (iii), and
                (iv).

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    ARTICLE
      XIII

    AMENDMENT,
      TERMINATION AND MERGER

     

    13.1  
        Amendments.

     

    
      	 	
              (a)

            	
              The
                Employer expressly reserves the right to amend this Plan and Trust
                at any
                time and from time to time, and to any extent and in any manner that
                the
                Employer may deem advisable. The Board of Directors delegates to
                the
                Committee the right to amend the Plan and Trust to comply with changes
                in
                laws and regulations governing them. The Board also delegates to
                the
                Committee to right to incorporate prior amendments authorized by
                the Board
                or adopted by the Committee and current amendments adopted by the
                Committee into one Plan and Trust. Each amendment shall be authorized
                by
                the Committee and shall be set forth in an instrument in writing
                executed
                on behalf of the Employer by any one member of the
                Committee.

            


    

     

    
      	 	
              (b)

            	
              No
                amendment to the Plan (a) shall have the effect of vesting in the
                Employer
                any interest in the Trust; or (b) shall cause or permit the Trust
                or any
                part thereof to be diverted to purposes other than the exclusive
                benefit
                of the present or future Participants and their Beneficiaries and
                Alternate Payees; or (c) shall increase the duties or obligations
                of the
                Trustee without its written
                consent.

            


    

     

    13.2  
        Plan
      Termination: Discontinuance of Employer Contributions.

     

    
      	 	
              (a)

            	
              The
                Employer has established the Plan with the bona fide intention and
                expectation that from year to year it will make its contributions
                to the
                Trust under the Plan as herein provided. However, the Employer is
                not and
                shall not be under any obligation or liability whatsoever to continue
                its
                contributions or to maintain the Plan for any given length of time,
                and
                the Employer reserves the right, in its sole and absolute discretion,
                to
                terminate the Plan at any time without any liability whatsoever to
                any
                Employee, Participant, Beneficiary or Alternate Payee for such
                termination.

            


    

     

    
      	 	
              (b)

            	
              Upon
                the complete or partial termination of the Plan or the complete
                discontinuance of Employer contributions under the Plan, the Accrued
                Benefit of all active Participants affected thereby shall become
                fully
                vested and nonforfeitable, and the Committee shall direct the Trustee
                to
                distribute assets remaining in the Trust, after payment of any expenses
                properly chargeable thereto, to Participants or their Beneficiaries.
                

            


    

     

    13.3  
        Successor
      Employer.
      In the
      event of the dissolution, merger, consolidation or reorganization of the
      Employer, provision may be made by which the Plan and Trust shall be continued
      by a successor Employer, in which case such successor Employer shall be
      substituted for the Employer under the Plan. The substitution of the successor
      Employer shall constitute an assumption of Plan liabilities by the successor
      Employer, and the successor Employer shall have all powers, duties and
      responsibilities of the Employer under the Plan.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    13.4  
        Merger,
      Consolidation or Transfer.
      The
      Plan may be merged or consolidated with, or its assets and liabilities may
      be
      transferred to, any other plan only if the benefits which would be received
      by a
      Participant in the event of a termination of the Plan immediately after such
      transfer, merger or consolidation are at least equal to the benefits such
      Participant would have received if the Plan had terminated immediately prior
      to
      the transfer, merger or consolidation.

     

    ARTICLE
      XIV

    MISCELLANEOUS
      PROVISIONS

     

    14.1  
        Exclusive
      Benefit of Participants and Beneficiaries.

     

    
      	 	
              (a)

            	
              All
                assets of the Trust shall be retained for the exclusive benefit of
                Participants and their Beneficiaries, and shall be used only to pay
                benefits to such persons or to pay reasonable fees and expenses of
                the
                Trust and of the administration of the Plan. The assets of the Trust
                shall
                not revert to the benefit of the Employer, except as otherwise
                specifically provided in Section 14.1(b) of the
                Plan.

            


    

     

    
      	 	
              (b)

            	
              Contributions
                to the Trust under this Plan are subject to the following
                conditions:

            


    

     

    
      	 	
              (1)

            	
              If
                a contribution or any part thereof is made to the Trust by the Employer
                under a mistake of fact, such contribution or part thereof shall
                be
                returned to the Employer within one year after the date the contribution
                is made;

            


    

     

    
      	 	
              (2)

            	
              Contributions
                to the Trust are specifically conditioned on their deductibility
                under
                Section 404 of the Code and, to the extent a deduction is disallowed
                for
                any such contribution, such amount shall be returned to the Employer
                within one year after the date of the disallowance of the
                deduction.

            


    

     

    14.2  
        Nonguarantee
      of Employment.
      Nothing
      contained in this Plan shall be construed as a contract of employment between
      the Employer and any Employee, or as a right of any Employee to be continued
      in
      the employment of the Employer, or as a limitation of the right of the Employer
      to discharge any of its Employees, with or without cause.

     

    14.3  
        Rights
      to Trust Assets.
      No
      Employee, Participant or Beneficiary shall have any right to, or interest in,
      any assets of the Trust upon termination of employment or otherwise, except
      as
      provided under the Plan. All payments of benefits under the Plan shall be made
      solely out of the assets of the Trust.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    14.4  
        Nonalienation
      of Benefits.
      Except
      as
      provided under Article IX of the Plan, with respect to Plan loans, benefits
      payable under the Plan shall not be subject in any manner to anticipation,
      alienation, sale, transfer, assignment, pledge, encumbrance, charge,
      garnishment, execution or levy of any kind, voluntary or involuntary; provided,
      however, that the Committee shall not be hereby precluded from complying with
      a
      qualified domestic relations order described in Section 414(p) of the Code.
      Any
      attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
      charge or otherwise dispose of any right to benefits payable hereunder shall
      be
      void. The Trust shall not in any manner be liable for, or subject to, the debts,
      contracts, liabilities, engagements or torts of any person entitled to benefits
      hereunder.

     

    14.5  
        Gender.
      The use
      of the masculine pronoun shall extend to and include the feminine gender
      wherever appropriate, the use of the singular shall include the plural and
      the
      use of the plural shall include the singular wherever appropriate.

     

    14.6  
        Titles
      and Headings.
      The
      titles or headings of the respective Articles and Sections are inserted merely
      for convenience and shall be given no legal effect.

     

    THUS
      DONE AND SIGNED THIS 22nd
      day of
      December, 2006.

     

    
      	 	
              CENTURYTEL,
                INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                R. Stewart Ewing, Jr.

            
	 	 	
              R.
                Stewart Ewing, Jr.,

            
	 	 	
              Executive
                Vice President and Chief Financial
                Officer

            


    

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

    GROUP
      A PARTICIPANTS, EMPLOYERS AND 

    EMPLOYER
      MATCH CONTRIBUTIONS

    


    Group
      A
      Participants participate in this Plan (or participated in the Group Incentive
      Plan or Telephone USA Union Plan) pursuant to collective bargaining agreements
      between the following Employers and Communications Workers of America (“CWA”) or
      International Brotherhood of Electrical Workers (“IBEW”) union locals, at the
      following Employer Match Contribution levels:

     

    


    
      	
              Employer
                

            	
              Union
                Local #

            	
              Match
                (as % of First 6% of Compensation deferred as an Elective
                Deferral

            
	
              CenturyTel
                of Alabama LLC

            	
              CWA
                3971

              CWA
                3972

              CWA
                3974

            	
              82%

              82%

              82%

            
	
              CenturyTel
                of Central Wisconsin

            	
              CWA
                4671

              CWA
                4672

              CWA
                4674

            	
              70%

              70%

              70%

            
	
              Telephone
                USA of Wisconsin LLC

            	
              CWA
                4675

            	
              70%

            
	
              CenturyTel
                of Northwest Arkansas LLC

            	
              CWA
                6171 (NW)

            	
              70%

              70%

            
	
              CenturyTel
                of Central Arkansas LLC

            	
              CWA
                6171

            	
              70%

              70%

            
	
              CenturyTel
                Holdings Missouri, Inc.

            	
              CWA
                6301

              CWA
                6310

              CWA
                6311

              CWA
                6312

              CWA
                6373

            	
              82%

              82%

              82%

              82%

              82%

            
	
              CenturyTel
                of Missouri LLC

            	
              IBEW
                257

            	
              70%

            
	
              CenturyTel
                of Washington, Inc. 

            	
              CWA
                7818

              IBEW
                89

            	
              60%

              60%

            
	
              CenturyTel
                of Oregon, Inc.

            	
              IBEW
                89

            	
              60%

            
	
              CenturyTel
                of Oregon, Inc. (except for Aurora, Knappa and Scappose
                areas

            	
              CWA
                7906

              IBEW
                89

            	
              60%

              60%

            
	
              CenturyTel
                of Eastern Oregon, Inc. (except Chiloquin and Lakeview
                areas)

            	
              CWA
                7906

            	
              60%

              60%

            
	
              CenturyTel
                of Upper Michigan, Inc.

            	
              IBEW
                1106

            	
              66%

            
	
              CenturyTel.
                of Montana

            	
              IBEW
                768

            	
              60%

            


    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    APPENDIX
      B

    GROUP
      B PARTICIPANTS, EMPLOYERS AND

    EMPLOYER
      MATCH CONTRIBUTIONS

    


    Group
      B
      Participants participate in this Plan (or participated in the Retirement Savings
      Plan) pursuant to collective bargaining agreements between the following
      Employers and the Communications Workers of America (“CWA”) union locals, at the
      following Employer Match Contribution levels:

     

    


    
      	
              Employer
                

            	
              Union
                Local #

            	
              Match
                (as % of first 6% of Compensation Deferred as an Elective
                Deferral

            
	 	 	 
	
              CenturyTel
                of Ohio, Inc.

            	
              CWA
                4370

            	
              60%

            


    

     

     

    B-1