Exhibit 10.3(b)


    
      

    

    

      Exhibit
        10.3(b)


      EXECUTION
        COPY

      


      AMENDED
        AND RESTATED

      CENTURYTEL,
        INC.

      SUPPLEMENTAL
        EXECUTIVE RETIREMENT PLAN

      2006
        RESTATEMENT

      


      Introduction

      


      CenturyTel,
        Inc. hereby amends and restates the CenturyTel, Inc. Supplemental Executive
        Retirement Plan 2000 Restatement, as amended (“Grandfathered Plan”) effective
        January 1, 2005 to bring it into compliance with Internal Revenue Code (“Code”)
§409A and to make certain other amendments thereto. This Amended and Restated
        CenturyTel, Inc. Supplemental Executive Retirement Plan 2006 Restatement
        shall
        hereinafter sometimes be referred to as the “Plan”.

      


      With
        respect to each Participant, the Grandfathered Plan shall continue to apply
        to
        amounts deferred in taxable years beginning before January 1, 2005 if before
        January 1, 2005 the Participant had a legally binding right to be paid the
        amount and the right to the amount was earned and vested, as provided in
        Reg.
§1.409A-6(a)(2). As provided in Reg. §1.409A-6(a)(3), the amounts deferred in
        taxable years beginning before January 1, 2005 equals the present value as
        of
        December 31, 2004 of the amount to which each Participant would be entitled
        under the Grandfathered Plan if the Participant voluntarily terminated service
        without cause on December 31, 2004 and received a payment of the benefits
        with
        the maximum value available from the Grandfathered Plan on the earliest possible
        date allowed under the Plan to receive a payment of benefits following the
        termination of service, to the extent the right to the benefit is earned
        and
        vested as of December 31, 2004. Notwithstanding the foregoing, for any
        subsequent calendar year, the grandfathered amount may increase to equal
        the
        present value of the benefit the Participant actually becomes entitled to,
        determined under the terms of the Grandfathered Plan (including applicable
        limits in the Code), as in effect on October 3, 2004, without regard to any
        further services rendered by the Participant after December 31, 2004 or any
        other events affecting the amount of or the entitlement to benefits (other
        than
        a Participant’s election with respect to the time or form of an available
        benefit). In addition, the Grandfathered Plan shall apply to the vested benefit
        payable to a spouse or other beneficiary as of December 31, 2004, whether
        or not
        the benefit was then in pay status.

      


      The
        Committee shall compute and attach hereto the amounts deferred with respect
        to
        each Participant, spouse or other beneficiary as of December 31, 2004 and
        shall
        hold such benefits subject to the Grandfathered Plan, as if this Plan did
        not
        exist. Any benefits not subject to the Grandfathered Plan shall be governed
        by
        this Plan. In no case shall the same benefit be paid under both plans, and,
        in
        this sense, any benefits payable under this Plan shall be offset by any benefits
        payable under the Grandfathered Plan.

      

        
          	
                  I.

                	
                  Purpose
                    of the Plan

                


        

      

       

      1.01    This
        Plan
        is intended
        to provide CenturyTel, Inc. and its subsidiaries with a method for attracting
        and retaining key
        employees, to provide a method for recognizing the contributions of such
        personnel, and to promote
        executive and managerial flexibility, thereby advancing the interests of
        CenturyTel, Inc. and
        its
        stockholders, by providing retirement benefits in addition to those provided
        under the general
        retirement programs of CenturyTel, Inc. The Plan is not intended to constitute
        a
        qualified plan under Code §401(a) and is designed to be exempt from the
        participation, vesting, funding and fiduciary responsibility rules of ERISA.
        The
        Plan is intended to comply with Code §409A.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  II.

                	
                  Definitions

                


        

      

       

      As
        used
        in this Plan, the following terms shall have the meanings indicated, unless
        the
context
        otherwise specifies or requires:

      


      2.01    ACCRUED
        BENEFIT" shall
        mean, as of Normal Retirement Date, an amount equal
        to
        the basic monthly benefit to which a Participant is entitled in accordance
        with
        Section 5.01
        using his Average Monthly Compensation, Estimated Social Security Benefit
        and
        Credited Service
        determined as of his Normal Retirement Date. "Accrued Benefit", as of any
        given
        date other
        than Normal Retirement Date, shall mean an amount equal to the basic monthly
        benefit to which
        a
        Participant is entitled in accordance with Section 5:01 using his Average
        Monthly Compensation,
        Estimated Social Security Benefit and Credited Service as of such given date,
        in
lieu
        of
        Normal Retirement Date.

      


      2.02    "ACTUARIAL
        EQUIVALENT" shall
        mean the equivalent in value of the amounts expected
        to be received under the Plan under different forms of payment or commencing
        at
        different times.

       

      For
        purposes of the determination of the present value of a Participant's Accrued
        Benefit, actuarial
        equivalency shall be based upon an interest rate equal to the annual rate
        of
        interest on 30-year
        United
        States Treasury securities for the full calendar month preceding the January
        1,
        April 1, July
        1
        and October 1 Plan quarter that contains the date of distribution, and the
        1983
        Group Annuity Mortality
        Table (50% male, 50% female) for pre-retirement and post-retirement
        mortality.

      


      For
        all
        other purposes, actuarial equivalency shall be based upon an interest assumption
        of 5%,
        and
        the
        1983 Group Annuity Mortality Table (50% male, 50% female) for pre-retirement
        and post-retirement mortality.

      


      2.03    "AVERAGE
        MONTHLY COMPENSATION" shall
        mean the average of the 36
        consecutive months' Compensation of a Participant which produce the highest
        average out of
        the
        last 120 months of participation. Any period of unpaid Leave of Absence
        will be excluded for purposes of determining Average Monthly Compensation,
        and
        periods of service preceding and following an unpaid Leave of Absence may
        be
        combined. If a Participant's period of participation is less than 36 months,
        Average Monthly Compensation shall be determined
        utilizing all of the Participant's months of service. If a Participant ceases
        to
        be a Participant for at least 1 year and thereafter again becomes a Participant,
        he shall be treated as a new Participant who had not been a Participant
        previously for purposes of computing Average Monthly Compensation for periods
        after his new Participation date.


      
        
          
          

        

        
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      2.04    "BENEFIT
        SERVICE" shall
        mean employment for which a Participant is entitled to
        receive service credit for accrual of benefits under the Plan in accordance
        with
        the provisions of Article
        IV. If a Participant ceases to be a Participant for at least 1 year and
        thereafter again becomes a Participant, he shall be treated as a new Participant
        who has not been a Participant previously for purposes of computing Benefit
        Service for periods after his new participation date.

      


      2.05    "BOARD
        OF DIRECTORS" shall
        mean not less than a quorum of the whole Board of
        Directors of CenturyTel, Inc.

       

      
        2.06    "CHANGE
          IN CONTROL" shall
          mean the occurrence of any of the following:

         

      

      (a)    the
        acquisition by any person of beneficial ownership of 30% or more of
        the
        outstanding shares of the common stock, $1.00 par value per share (the
"Common
        Stock") of CenturyTel, Inc., or 30% or more of the combined
        voting power of CenturyTel, Inc.'s then outstanding securities entitled to
        vote
generally
        in the election of directors; provided,
        however, that
        for
        purposes of this subsection
        (a),
        the
        following acquisitions shall not constitute a Change of Control:

      


      (i)     any
        acquisition (other than a Business Combination (as defined
        below) which constitutes a Change of Control under paragraph (c)
        below)
        of
        Common Stock directly from CenturyTel, Inc.,

      


      (ii)    any
        acquisition of Common Stock by CenturyTel, Inc. or its
        subsidiaries,

      


      (iii)    any
        acquisition of Common Stock by any employee benefit plan (or related trust)
        sponsored or maintained by CenturyTel, Inc. or any corporation controlled
        by
        CenturyTel, Inc., or

      


      (iv)    any
        acquisition of Common Stock by any corporation pursuant to
        a
        Business Combination that does not constitute a Change of Control under
paragraph
        (c) below; or

      


      (b)    individuals
        who, as of January 1, 2006, constitute the Board of Directors
        of CenturyTel, Inc. (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 CenturyTel, Inc., Inc.'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


      
        
          
          

        

        
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      (c)    consummation
        of a reorganization, share exchange, merger or consolidation (including any
        such
        transaction involving any direct or indirect subsidiary
        of CenturyTel, Inc.), or sale or other disposition of all or substantially
        all
        of the assets
        of
        CenturyTel, Inc. (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:

      


      (i)    the
        individuals and entities who were the beneficial owners of CenturyTel,
        Inc.'s outstanding Common Stock and CenturyTel, Inc.'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

      


      (ii)    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 CenturyTel,
        Inc., 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 each corporation, and

      


      (iii)    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

      


      (d)    approval
        by the shareholders of CenturyTel, Inc. of a complete liquidation or
dissolution
        of CenturyTel, Inc..

      


      For
        purposes of this definition, 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 underwrite
        temporarily holding
        a
        security pursuant to an offering of the security.


      
        
          
          

        

        
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      2.07    "COMMITTEE"
        shall
        mean 3 or more members of the Board of Directors as
        described in Section 17.01 of the Plan, or the Board of Directors if no
        Committee has
        been
appointed.

      


      2.08    "COMPANY"
        shall
        mean CenturyTel, Inc., any Subsidiary thereof, and any affiliate designated
        by the Company as a participating employer under this Plan.

      


      2.09    "COMPENSATION"
        shall
        mean the sum of a Participant's Salary and
        Incentive Compensation for
        a
        particular month.

      


      2.10    “DISABLED”
        OR “DISABILITY” shall
        mean that, by reason of any medically determinable physical or mental impairment
        which can be expected to result in death or can be expected to last for a
        continuous period of not less than 12 months, a Participant is (i) unable
        to
        engage in any substantial gainful activity or (ii) receiving income replacement
        benefits for a period of not less than 3 months under an accident and health
        plan covering employees of the Participant’s Employer. A Participant will be
        deemed disabled if determined to be disabled in accordance with the Employer’s
        disability program, provided that the definition of disability under such
        disability insurance program complies with the definition in the preceding
        sentence. Also, a Participant will be deemed disabled if determined to be
        totally disabled by the Social Security Administration.

      


      2.11    "EFFECTIVE
        DATE" of
        this
        Plan shall mean January 1, 2005 for
        Participants
        employed and participating in the Plan as of such date, except as may otherwise
        be
        provided
        in specific Articles or Sections hereof. Notwithstanding
        the foregoing, the amendments
        contained in this Plan shall not apply to any deferrals governed by the
        Grandfathered Plan.

      


      2.12    "EMPLOYER"
        shall
        mean CenturyTel, Inc., any Subsidiary thereof, and any affiliate
        designated by the Company as a participating employer under this
        Plan.

      


      2.13    “ERISA”
        shall
        mean the Employee Retirement Security Act of 1974, as amended.

      


      2.14    "ESTIMATED
        SOCIAL SECURITY BENEFIT" shall
        mean the monthly primary insurance
        amount calculated to be available at age 65 based on the Social Security
        law
in
        effect
        on
        the Participant's Normal Retirement Date or an earlier date of determination.
        The primary
        insurance amount of a Participant who terminates prior to Normal Retirement
        Date
        shall be based
        on
        the assumption that the Participant earns no compensation between his
        termination date and
        his
        Normal Retirement Date.

      


      2.15    "INCENTIVE
        COMPENSATION" shall
        mean the monthly equivalent of the amount
        awarded to a Participant under the Company's Key Employee Incentive Compensation
        Plan,
        or
        other incentive compensation arrangement maintained by the Company, including
        the amount of any stock award in its cash equivalent at the time
        of
        conversion of the award from cash to stock. A Participant's Incentive
        Compensation shall be
        determined on a monthly basis by dividing the amount of the Incentive
        Compensation award by the number of months to which the award relates. Each
        award of Incentive Compensation shall, for purposes
        of this Plan, be allocated to the month or months to which the award relates,
        i.e.,
        that
        period of
        time
        during which the award was earned.


      
        
          
          

        

        
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      2.16    "LEAVE
        OF ABSENCE" shall
        mean any extraordinary absence authorized by the Employer
        under the Employer's standard personnel practices.

      


      2.17    "NORMAL
        RETIREMENT DATE" shall
        mean the first day of the month coincident with or next following a
        Participant's 65th birthday.

      


      2.18    "PARTICIPANT"
        shall
        mean any officer of the Employer who is granted participation in the Plan
        in
        accordance with the provisions of Article III.

      


      2.19    "PLAN"
        shall
        mean this Amended and Restated CenturyTel, Inc. Supplemental Executive
        Retirement Plan 2006 Restatement.

      


      2.20    “RETIREMENT
        PLAN”
        shall
        mean the CenturyTel Retirement Plan.

      


      2.21    "SALARY"
        shall
        mean the monthly equivalent of a Participant's base rate of pay, exclusive,
        however, of bonus payments, overtime payments, commissions, imputed income
        on
        life Insurance,
        vehicle allowances, relocation expenses, severance payments, and any other
        extra
Compensation.

      


      2.22    “SPECIFIED
        EMPLOYEE”
        shall
        mean a Participant who is a key employee (as defined in Code §416(i) and the
        regulations thereunder without regard to Code §416(i)(5)) of the Company if any
        of its stock is publicly traded on an established securities market or otherwise
        as of the Participant’s separation from service. A Participant is a key employee
        if the Participant meets the requirements of Code §416(i)(1)(A)(i), (ii) or
        (iii) (applied in accordance with regulations thereunder and disregarding
        Code
§416(i)(5)) at any time during the 12-month period ending on any December
        31
        identification date.

      


      2.23    "SUBSIDIARY"
        shall
        mean any corporation in which CenturyTel, Inc. owns, directly or
        indirectly through subsidiaries, at least 50% of the combined voting power
        of
        all classes of stock.

      


      2.24    "VESTING
        SERVICE" shall
        mean employment for which a Participant is entitled to
        receive service credit for vesting in benefits under the Plan in accordance
        with
        the provisions of
        Article IV.

      


      
        	
                III.

              	
                Participation

              


      

      


      3.01    Any
        employee who is either one of the officers of the Company in a position to
        contribute
        materially to the continued growth and future financial success of the Company,
        or one who
        has
        made a significant contribution to the Company's operations, thereby meriting
        special recognition,
        shall be eligible to participate provided the following requirements are
        met:


      
        
          
          

        

        
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      (a)    The
        officer is employed on a full-time basis by the Company and is
        compensated by a regular salary; and

      


      (b)    The
        coverage of the officer is duly approved by the Committee.

      


      3.02    If
        a
        Participant who retired or otherwise terminated employment is rehired, he
        shall
        not again become a Participant in the Plan unless the coverage of the officer
        is
        again duly approved by the Committee.

      


      3.03    It
        is
        intended that participation in this Plan shall be extended only to those
        officers who are members of
        a
        select group of management or highly compensated employees, as determined
        by the
Committee.

      


      3.04    Any
        officer who is currently a Participant in the Grandfathered Plan as of the
        effective date of this Plan
        shall
        continue to be a Participant in the Plan as amended and restated, subject,
        however,
        to the right of the Committee to exclude the Participant from participation
        in
        future years.

      


      
        	
                IV.

              	
                Vesting
                  Service and Benefit
                  Service.

              


      

      


      4.01    For
        a
        Participant whose effective date of participation in the Plan, as designated
        by
        the Committee, is prior to January 1, 2000, Vesting Service for vesting of
        benefits hereunder, and Benefit
        Service for purposes of accrual of benefits hereunder, shall be credited
        for
        each year of employment
        with the Company, calculated in completed years and months regardless of
        the
        number of hours worked. Vesting Service and Benefit Service will include
        all
        years of service with
        the
        Company, including years of service prior to becoming an officer of the Company,
        years of
        service following Normal Retirement Date, and years of service with any
        Subsidiary or any affiliate designated by the Company as a participating
        employer under this Plan. In addition, periods
        of Leave of Absence shall count as periods of Vesting Service and Benefit
        Service. A fraction
        of a year of Vesting Service and Benefit Service will be given for completed
        months during
        the year of termination of employment of a Participant.

      


      4.02    For
        a
        Participant whose effective date of participation in the Plan, as designated
        by
the
        Committee, is on or after January 1, 2000, Vesting Service and Benefit Service
        will only be credited for years commencing as of the year in which the
        Participant's participation in the Plan is
        effective, and will not include years prior to the Participant's effective
        date
        of participation in the
        Plan.

      


      4.03    Notwithstanding
        the provisions of Sections 4.01 and 4.02, a Participant who terminates
        employment with the Company and is subsequently re-hired, or a Participant
        who
ceases
        to
        actively participate in the Plan for any other reason, shall receive credit
        for
        purposes of Vesting Service
        and Benefit Service for his service after his re-employment or cessation
        of
        active participation only
        for
        such periods of service during which he is an active participant in the Plan.
        A
        Participant shall not
        receive service credit after his re-employment or cessation of active
        participation for periods of service
        during which he is not an active participant in the Plan.


      
        
          
          

        

        
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      4.04    At
        the
        discretion of the Committee, service with a predecessor employer may
        be
        credited for purposes of vesting or benefit accrual under this Plan. If any
        such
        service is credited
        to a Participant for benefit accrual purposes, the benefit payable under
        this
        Plan shall be reduced by any benefit payable from the prior employer. The
        Committee shall make a determination
        whether any service with a predecessor employer will be credited to a
        Participant prior
        to
        the Participant's commencement of participation in this Plan, and such
        determination, once made,
        shall be irrevocable. If no determination is made by the Committee prior
        to a
Participant's
        commencement of participation in this Plan, service with a predecessor employer
        by such
        Participant shall not be credited for any purpose under this Plan.

      


      
        	
                V.

              	
                Normal
                  Retirement

              


      

      


      5.01    Subject
        to the provisions of Articles XIV and XV, the monthly retirement benefit
        payable
        to a Participant
        on his Normal Retirement Date shall be equal to (a) plus
        (b)
        less
(c)
        less
        (d) plus (e) less (f), where:

      


      (a)    is
        3% of
        Average Monthly Compensation multiplied by Benefit Service, not greater
        than 10 years.

      


      (b)    is
        1% of
        Average Monthly Compensation multiplied by Benefit Service, for Benefit
        Service years greater than 10 years and not greater than 25
        years.

      


      (c)    is
        4% of
        Estimated Social Security Benefit, multiplied by Benefit Service, not
        greater than 25 years.

      


      (d)    the
        benefit provided under Section 6.1(a)(iv) of the Retirement Plan.

      


      (e)    the
        sum
        of the amounts determined pursuant to Sections 6.1(a)(i) and (ii) of the
        Retirement Plan, computed without taking into account the limitations contained
        in Sections 5.7 and 2.14(d). Years of Credited Service will be determined
        under
        Section 2.46 of the Retirement Plan.

      


      (f)    the
        benefit payable under Sections 6.1(a)(i), (ii) and (iii) of the Retirement
        Plan
        and Article IV of the CenturyTel, Inc. Supplemental Defined Benefit Plan.
        

      


      5.02    The
        normal form of payment of a Participant's normal retirement benefit shall
        be
an
        annuity payable for the life of the Participant.


      
        
          
          

        

        
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      5.03    The
        amount of monthly benefit payable to a Participant, as computed under Section
        5.01,
        shall be increased annually to reflect increases in cost of living, at a
        rate of
3%
        per
        annum, starting with the year of benefit commencement. This increase shall
        take
        into effect
        as
        of January 1 of each year; provided, however, that the initial amount of
        increase for a Participant
        who commences receiving distributions in a year, effective as of the following
        January 1,
        shall
        be pro-rated, based on the number of months in such year during which the
        Participant received
        distributions. The 3% annual increase will be calculated with regard to Sections
        5.01(a), (b) and (c) only.

      


      
        	
                VI.

              	
                Late
                  Retirement

              


      

      


      6.01    If
        a
        Participant remains employed beyond his Normal Retirement Date, his late
        retirement
        date will be the first day of the month coincident with or next following
        his
        actual date of
        retirement, subject to the provisions of Articles XIV and XV.

      


      6.02    A
        Participant's late retirement benefit will be calculated in accordance with
        Sections 5.01,
        based on his Average Monthly Compensation and Benefit Service as of his late
        retirement date.
        His
        Estimated Social Security Benefit will be computed as of his Normal Retirement
        Date based
        on
        the Social Security law in effect on such date.

      


      
        	
                VII.

              	
                Early
                  Retirement,

              


      

      


      7.01    A
        Participant who has attained age 55,
        and
        who
        has completed 10 or
        more
        years of Benefit Service, is eligible for early retirement. An eligible
        Participant's early retirement
        date is the first day of the month coincident with or next following the
        date he
        terminates employment, subject of Articles XIV and XV.

      


      7.02    A
        Participant who has completed ten 10 years of Benefit Service as of the date
        of
his
        termination of employment, but who has not yet attained age 55 as of such
        date,
shall
        be
        eligible for early retirement upon attainment of age 55. Such
        Participant's early
        retirement date shall be the first day of the month coincident with or next
        following the date on
        which
        he attains age 55,
        subject to the provisions of Articles XIV and XV.

      


      7.03    A
        Participant's early retirement benefit is 100% of his Accrued
        Benefit computed as of his early retirement date calculated as if it were
        payable at his Normal Retirement Date. An active Participant’s early retirement
        benefit shall be equal to his Accrued Benefit payable at his Normal Retirement
        Date under Sections 5.01(a), (b) and (c) reduced for early retirement in
        accordance with Section 7.04, 7.05 or 7.06, less the benefit payable under
        Section 6.1(a)(iv) of the Retirement Plan reduced according to Section 6.2
        of
        the Retirement Plan, plus the benefit payable under Section 5.01(e) reduced
        according to Section 6.2 of the Retirement Plan, less the benefit payable
        under
        Section 5.01(f) reduced for early retirement according to Section 6.2 of
        the
        Retirement Plan. A terminated Participant’s early retirement benefit shall be
        equal to his Accrued Benefit payable at his Normal Retirement Date under
        Sections 5.01(a), (b) and (c) reduced for early retirement according to Section
        7.04, 7.05 or 7.06, less the benefit payable under Section 6.1(a)(iv) of
        the
        Retirement Plan reduced according to Section 6.6 of the Retirement Plan,
        plus
        the benefit payable under Section 5.01(e) reduced according to Section 6.6
        of
        the Retirement Plan, less the benefit payable under Section 5.01(f) reduced
        for
        early retirement according to Section 6.6 of the Retirement Plan.



      
        
          
          

        

        
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      7.04    Upon
        early retirement, a Participant who has attained age 55 and has completed
        10 or
more
        but
        fewer than 15
        years
        of
        Benefit Service shall receive his Accrued Benefit computed under Section
        7.03 on
        his early retirement date reduced according to the following
        schedule:

       

      
        	
                Age
                  at Commencement

              	
                Percentage
                  of Accrued Benefit

              
	 	 
	
                55

              	
                50%   
                  

              
	
                56

              	
                531⁄3%

              
	
                57

              	
                562⁄3%

              
	
                58

              	
                60%   

              
	
                59

              	
                631⁄3%

              
	
                60

              	
                662⁄3%

              
	
                61

              	
                731⁄3%

              
	
                62

              	
                80%   
                  

              
	
                63

              	
                862⁄3%

              
	
                64

              	
                931⁄3%

              
	
                65

              	
                100%      
                  

              


      

      


      7.05    Upon
        early retirement, a
        Participant who has attained age 55 and has completed 15 or more
        but
        fewer than 25
        years
        of
        Benefit Service shall receive his Accrued Benefit computed under Section
        7.03 on
        his early retirement date reduced according to the following
        schedule:

      


      
        	
                Age
                  at Commencement

              	
                Percentage
                  of Accrued Benefit

              
	 	 
	
                55

              	
                70%

              
	
                56

              	
                73%

              
	
                57

              	
                76%

              
	
                58

              	
                79%

              
	
                59

              	
                82%

              
	
                60

              	
                85%

              
	
                61

              	
                88%

              
	
                62

              	
                91%

              
	
                63

              	
                94%

              
	
                64

              	
                97%

              
	
                65

              	
                100%  
                  

              


      

      


      7.06    Upon
        early retirement, a Participant who has attained age 55 and has completed
        25
        or
        more years of Benefit Service shall receive his Accrued Benefit computed
        under
        Section 7.03 on his early retirement date reduced according to the following
        schedule:

       

      
        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      
        	
                Age
                  at Commencement

              	
                Percentage
                  of Accrued Benefit

              
	 	 
	
                55

              	
                80%

              
	
                56

              	
                82%

              
	
                57

              	
                84%

              
	
                58

              	
                86%

              
	
                59

              	
                88%

              
	
                60

              	
                90%

              
	
                61

              	
                92%

              
	
                62

              	
                94%

              
	
                63

              	
                96%

              
	
                64

              	
                98%

              
	
                65

              	
                100%  
                  

              


      

      


      
        	
                VIII.

              	
                Disability

              


      

      


      8.01    A
        Participant who becomes Disabled prior to retirement or
        termination of service will be entitled to a Disability benefit computed
        in
        accordance with Section
        8.02.

      


      8.02    A
        Participant's Disability benefit will be calculated in accordance with Sections
        5.01(a), (b) and (c) based
        on
        (1) his Average Monthly Compensation projected to Normal Retirement Date
        assuming his
        Compensation as of the date of his Disability remains constant, (2)
        his
        projected service to Normal
        Retirement Date and (3) his Estimated Social Security Benefit based on the
        Social Security law
        in
        effect on the date of his Disability, less the amount determined under Section
        5.01(d), plus the amount determined under Section 5.01(e) less the amount
        determined under Section 5.01(f) in accordance with Section 6.4 of the
        Retirement Plan. If a Participant subsequently participates in the Plan,
        such
        Participant's service attributable to his subsequent participation shall
        not be
        credited for any purpose
        under the Plan so that there will be no double counting taking into account
        (2)
        above. 

      


      8.03    A
        Participant’s disability benefit shall commence on his Normal Retirement Date,
        provided that if the Participant’s Disability was caused by or contributed to by
        mental disorders or medical or surgical treatment of mental disorders, his
        disability benefit shall commence on the later of his 55th birthday or 2
        years
        after he became mentally Disabled, reduced as provided in Sections 7.05 or
        7.06,
        if applicable, or otherwise as provided in Section 7.03, subject to the
        provisions of Articles XIV and XV.

      


      
        	
                IX.

              	
                Death
                  Benefit

              


      

      


      9.01    Upon
        the
        death of a Participant who is actively employed or on Leave of Absence
at
        the
        time of his death, or who has retired or become Disabled and has not commenced
        receiving benefit
        payments hereunder, the Participant's beneficiary (as determined under Section
        9.05) will be entitled to receive a monthly death benefit determined in
        accordance with Section 9.02.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      9.02    The
        monthly death benefit payable under Section 9.01
        to
        the
        beneficiary of a Participant
        shall be equal to (a) less (b) less (c),
        where:

      


      
        	 	
                (a)

              	
                is
                  36% of Average Monthly Compensation projected to his
                  Normal Retirement Date assuming his Compensation as of his date
                  of death
                  remains constant until his Normal Retirement
                  Date.

              


      

      


      
        	 	
                (b)

              	
                the
                  amount of Estimated Social Security Benefit, based on the Social
                  Security
                  law in effect as of the date of his death or age 65, if earlier,
                  received
                  by the beneficiary, or to which the beneficiary may be entitled,
                  as
                  determined
                  by the Committee.

              


      

      


      
        	 	
                (c)

              	
                the
                  death benefit attributable to Section 6.1(a)(iv) of the Retirement
                  Plan.
                  

              


      

      


      9.03    Upon
        the
        death of a Participant who has terminated employment prior to death for
reasons
        other than retirement or Disability, and who was 100% vested under the
        vesting schedule contained in Section 10.01 at the time of termination of
        employment, the Participant's
        beneficiary (as determined under Section 9.05)
        will
        be
        entitled to receive a monthly death
        benefit computed as follows:

       

      
        	 	
                50%
                  of the Accrued Benefit of the Participant as
                  of his date of termination of employment.

              	 


      

      


      9.04    Subject
        to the provisions of Articles XIV and XV, the monthly death benefit determined
        under Section 9.01 or 9.03 shall commence as
        of the
        date on which the Participant would have reached the Normal Retirement Date
        applicable to
        the
        Participant, or date of death, if later; provided, however, that the benefit
        payable to the surviving spouse of the Participant
        shall commence on the date specified in Sections 7.04, 7.05, 7.06 or
        10.02.

      


      9.05    The
        beneficiary of a Participant who is married on the date of his death shall
        be
        his spouse.
        The beneficiary of an unmarried Participant shall be his living children
        as of
        his date of death.

      


      9.06    The
        death
        benefit shall be paid to the surviving spouse, if any, of the Participant
        for
        the surviving spouse’s life. If the Participant is unmarried at the date of
        death, or if the surviving spouse dies
        subsequent to the Participant's death, the death benefit shall be paid to
        the
        Participant's surviving
        child or children (or legal representative of any minor child) in equal shares.
        The death benefit
        payable to a child shall terminate upon the later of the child's attainment
        of
        age 19 or age 23, if a full-time student at an accredited educational
        institution, and such
        share shall thereafter revert to and be payable equally to the remaining
        surviving children of the
        Participant until the interest of each such surviving child has
        terminated.

      


      9.07    If
        a
        Participant has no surviving spouse or children at the date of the Participant’s
        death, no
        death
        benefit shall be paid under this Plan.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                X.

              	
                Termination
                  of Service

              


      

      


      10.01    If
        a
        Participant terminates service prior to death, Disability or retirement,
        his
Accrued
        Benefit shall
        be
        vested in accordance with the following schedule:

      


      
        	
                Years
                  of Vesting Service

              	
                Vested
                  %

              
	 	 
	
                less
                  than 5

              	
                0
                  %

              
	
                5
                  or
                  more

              	
                100%

              


      

      


      10.02    A
        Participant's vested Accrued Benefit is computed as if it were payable at
        his
        Normal Retirement Date. If the Participant does not meet the service
        requirements of Sections 7.01 or 7.02, his Vested Accrued Benefit is payable
        at
        his Normal Retirement Date. If a
        Participant meets
        the
        service requirements for early retirement pursuant to Section 7.01
        or
        7.02,
        his
        benefit shall commence on the first day of the month coincident with or next
        following the date of termination of employment, reduced as provided in Section
        7.04, 7.05 or 7.06, as applicable. The provisions of this Section 10.02 are
        subject to the provisions of Articles XIV and XV.

       

      
        	
                XI.

              	
                Change
                  in Control

              


      

      


      11.01    Notwithstanding
        anything to the contrary in this Plan or in any applicable law or regulation,
        upon the earlier of (i) the occurrence of a Change in Control, (ii) the date
        that any person
        or
        entity submits an offer or proposal to the Company that results in or leads
        to a
        Change in
        Control (whether by such person or any other person) or (iii) the date of
        the
        public announcement
        of a Change in Control or an offer, proposal or proxy solicitation that results
        in or leads
        to
        a Change in Control (whether by the person or entity making such announcement
        or
        any other
        person) (the earliest of such dates being hereinafter referred to as the
        "Effective Date"), the Accrued
        Benefit of each Participant (other than any Participant whose service as
        an
        employee was terminated prior to full vesting of his Accrued Benefit under
        Section 10.01) and the benefits conferred under this Section shall automatically
        vest and thereafter may not be adversely affected in
        any
        matter without the prior written consent of the Participant. Notwithstanding
        anything to the contrary in this Plan, upon the occurrence of a Change in
        Control any Participant who is then employed by CenturyTel, Inc. or its
        subsidiaries ("Active Participants") shall have an irrevocable right
to
        receive, and the Company shall be irrevocably obligated to pay, a lump sum
        cash
        payment in an amount determined pursuant to this Section if, during a period
        commencing
        upon the Effective Date and ending on the third anniversary of the occurrence
        of
        the Change
        in
        Control, the Active Participants voluntarily or involuntarily separates from
        service (“Termination”).
        The lump
        sum cash payment payable to Active Participants
        under this Section (the "Lump Sum Payment") shall be paid on the date of
        Termination,
        subject to the provisions of Articles XIV and XV. 


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                11.02

              	
                The
                  amount of each Lump Sum Payment shall be determined as
                  follows:

              


      

      


      (a)    With
        respect to any Active Participant who, after giving effect to the terms of
        Subsection (d) below, is eligible as of the date of Termination to receive
        benefits under Articles V or VI of this Plan, the Lump Sum Payment
        shall equal the Present Value (as defined below) of the stream of payments
        to which such participant would have otherwise been entitled to receive
        immediately upon Termination in accordance with Articles V
        or VI
        of this Plan (assuming such benefits are paid in the form of a lifetime
        annuity), based upon such participant's Average Monthly Compensation,
        Estimated Social Security Benefit and Benefit Service as of the
        date
        of Termination, without giving effect to any salary reductions
        that gave rise to such Termination, but after giving effect
        to
        the terms of Subsection (d) below.

       

      (b)    With
        respect to any Active Participant who, after giving effect to the terms of
        Subsection (d) below, is not eligible as of the date of Termination to receive
        benefits under Articles V, VI or VII of this Plan, the Lump Sum Payment shall
        equal the product of (1) the Present Value, calculated as of age 65, of the
        stream of payments to which such participant would have otherwise been entitled
        to receive at age 65 in accordance with the terms of this Plan based on the
        same
        assumptions and terms set forth in subsection (a) above, multiplied times
        (2)
        such discount factor as is necessary to reduce the amount determined under
        (1)
        above to its present value, it being understood that in calculating such
        discount factor, no discount shall be applied to reflect the possibility
        that
        such participant may die prior to attaining age 65.

       

      (c)    With
        respect to any
        Active
        Participant who, after giving effect to the terms of
        subsection (d) below, is eligible as of the date of Termination to
        receive benefits under Article VII of the Plan, the Lump Sum Payment shall
        equal
        the greater of (1) the Present Value of the stream of payments to
        which
        such Participant would have otherwise been entitled to receive immediately
        upon
        Termination in accordance with Article VII of this Plan, based upon the
        assumptions and terms set forth in subsection (a) above,
        or
        (2) the Present Value, calculated as of age 65,
        of
        the
stream
        of
        payments to which such Participant would otherwise be entitled to
        receive at age 65 in accordance with this Plan, determined in the
        same
        manner and subject to the same assumptions and terms set forth in subsection
        (b)
        above.

      


      (d)    In
        calculating the Lump Sum Payment due to any Active Participant under
this
        Section, the number of years of Benefit Service
        of the Active Participant
        shall be deemed to equal the number of years determinable under
        the
        other sections of this Plan plus three years and the Active
        Participant's
        age shall be deemed to equal his actual age plus three years; provided,
        however, that in no event shall the provisions of this Subsection be
        applicable if the application thereof will reduce the Active Participant's
        Lump
        Sum
        Payment from the amount that would otherwise be payable with the
        addition of less than three years of service, age or both.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (e)    As
        used
        in this Section with respect to any amount, the "Present Value" of such
        amount shall mean the discounted value of such amount that
        is
determined
        by making customary present value calculations in accordance with generally
        accepted actuarial principles, provided that (1) the discount interest
        rate applied in connection therewith shall equal the interest rate for
AAA
        rated, tax exempt Insured Revenue Bonds with Five Year maturity as quoted
        by
        the Bond Market Association (BMA) as of the first day of the calendar
        quarter for which the calculations are performed or, in the event such
        index is no longer published, any similar index for comparable municipal
        securities and (2) the mortality tables applied in connection therewith
        shall be "1983
        Group Annuity Mortality Table (50% male/50 female)
        "
        as
        prescribed by the Pension Benefit Guaranty Corporation or any successor
        table prescribed by such organization.

       

      11.03    Notwithstanding
        anything to the contrary in this Plan, upon the occurrence
        of a Change in Control Event as defined in Reg. §1.409A-3(g)(5)(i), each
        Participant who has already begun to receive periodic payments
        under this Plan ("Retired Participants") shall
        have an irrevocable and unconditional right to receive, and the Company shall
        be
        irrevocably and unconditionally obligated to pay, a lump sum payment
in
        an
amount
        equal to the present value of the Participant's future stream of payments
        which would otherwise be payable under this Plan. The Company
        shall offer to assist such Participant in purchasing at such Participant's
        cost an annuity for the benefit of such Participant. 

      


      11.04    Notwithstanding
        anything to the contrary in this Plan, upon the occurrence of Change in Control
        as defined in Reg. §1.409A-3(g)(5)(i), any Participant (other than a Retired
        Participant) who is then a former employee of the Company or its subsidiaries
        whose Accrued Benefit is vested under Section 10.01 ("Inactive Participants")
        shall have an irrevocable and unconditional right to receive, and the
Company
        shall be irrevocably and unconditionally obligated to pay, a lump sum payment
        in
        an amount
        determined in the manner provided in Section 11.02(b) or (c),
        as
        applicable; provided, however,
        that no Inactive Participant will be entitled to the benefits of Section
        11.02(d).

      


      
        	
                XII.

              	
                Form
                  of Benefit Payment

              


      

      


      12.01    The
        normal form of benefit payment for a Participant who is not married on his
        benefit commencement date is an annuity payable monthly for the lifetime
        of the
        Participant or in the case of a Participant who is married on his benefit
        commencement date, the normal form of benefit payment is an Actuarially
        Equivalent annuity payable monthly for the lifetime of the Participant and
        a
        survivor annuity payable monthly to the spouse (if living) upon the
        Participant’s death which is 50% of the amount of the amount of the annuity
        payable during the lifetime of the Participant, in each case payable in
accordance
        with the Company's standard payroll practices with payments commencing
as
        of
        the
        first day
        of
        the month following the Participant’s benefit commencement
        date.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      12.02    A
        Participant may, before any annuity payment has been made, elect the optional
        form of payment which is the Actuarial Equivalent of a Participant's basic
        monthly pension, which shall commence at the time specified in Sections 12.01.
        The optional form of payment is as
        follows:

       

      Alternative
        Joint and Survivor Annuity.

       

      (a)    Under
        an
        Alternative Joint and Survivor Annuity, a reduced amount shall be payable
        to the
        Participant for his lifetime. The beneficiary, whether or not the Participant’s
        spouse, if surviving at the Participant’s death, shall be entitled to receive
        thereafter a lifetime survivor benefit in an amount equal to 100% of the
        reduced
        amount that had been payable to the Participant. If the beneficiary is not
        the
        Participant’s spouse who is entitled to a 50% survivor annuity under Section
        12.01, the Participant may elect that the survivor annuity be 50% of the
        reduced
        amount payable to the Participant.

       

      (b)    The
        reduced amount payable to the retired Participant shall be the Actuarial
        Equivalent of the amount determined under Articles V, VI, VII, VIII or X,
        as the
        case may be. The appropriate actuarial factor shall be determined for any
        Participant and his beneficiary as of the commencement date of the Participant’s
        benefit.

       

      (c)    If
        the
        Participant designates any individual other than his spouse as his beneficiary,
        the annual amount of the Participant’s annuity under the Alternative Joint and
        Survivor Annuity shall not be less than 50% of the annual benefit calculated
        as
        a single life annuity, and the beneficiary’s survivor annuity under the
        Alternative Joint and Survivor Annuity shall be reduced to the extent necessary
        to reflect any adjustment required by this paragraph (c) in the amount of
        the
        Participant’s annuity under the Alternative Joint and Survivor
        Annuity.

      


      
        	
                XIII.

              	
                Reemployment
                  of Participants

              


      

      


      13.01    If
        a
        Participant who retired or otherwise terminated employment for any reason
        and
        commenced receiving benefits under the Plan is later rehired by
        the
        Company, benefit payments shall continue as if the Participant had not been
        rehired. The Participant’s benefits upon his subsequent retirement or
        termination of employment for any reason shall be determined as
        follows:

      


      (a)    If
        a
        Participant retires on his Normal Retirement Date, the monthly retirement
        benefit shall be determined pursuant to Article V, reduced by the Actuarial
        Equivalent of the benefit payments the Participant previously
        received.

      


      (b)    If
        a
        Participant remains employed beyond his Normal Retirement Date, the late
        retirement benefit payable to a Participant upon his late retirement shall
        be
        determined pursuant to Article VI, reduced by the Actuarial Equivalent of
        the
        benefit payments the Participant previously received.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (c)    If
        a
        Participant retires prior to his Normal Retirement Date and is eligible for
        early retirement according to Section 7.01 or 7.02, the early retirement
        benefit
        payable to a Participant shall be determined pursuant to Section 7.03, 7.04,
        7.05 or 7.06, reduced by the Actuarial Equivalent of the benefit payments
        the
        Participant previously received.

      


      (d)    The
        benefit payable under paragraphs (a) through (c) above shall not be less
        than
        the amount he received from his previous retirement or from his previous
        termination of employment for any reason.

      


      (e)    The
        benefit payable under paragraphs (a) through (c) above shall be in the same
        form
        as the Participant was receiving.

      


      
        	
                XIV.

              	
                Acceleration
                  of Payments.

              


      

       

      14.01    Notwithstanding
        any other provision of this Plan, if the single sum value of the Participant’s,
        Beneficiary’s or Spouse’s benefit is $10,000 or less, such amount shall be paid
        in one lump sum to the person entitled to payment on the date the first annuity
        payment would otherwise be paid under this Plan. Such payment is
        mandatory.

       

      14.02    If
        at any
        time the Plan fails to meet the requirements of Code §409A, an amount equal to
        the amount required to be included in the Participant’s income as a result of
        the failure to comply with the requirements of Code §409A shall be paid to the
        Participant in one lump sum on the first day of the month following the
        Company’s determination that the failure has occurred.

       

      14.03    If
        the
        Plan receives a domestic relations order as defined in Code §414(p)(1)(B) and
        ERISA §206(d)(3)(B)(ii), the Committee shall accelerate the time or schedule of
        a payment to an individual other than the Participant in order to fulfill
        such
        order, provided that the provisions of ERISA §206(d)(3)(C) through (F) shall
        apply as if this Plan were governed by Part 2 of Title I of ERISA. 

       

      14.04    The
        Committee shall accelerate the time or schedule of a payment under the Plan
        as
        may be necessary to comply with a certificate of divestiture as defined in
        Code
§1043(b)(2).

       

      
        	
                XV.

              	
                Delay
                  of Payments

              


      

       

      15.01    A
        payment
        otherwise due hereunder shall be delayed to a date after the designated payment
        date under the following circumstances:

      


      (a)    Notwithstanding
        any other provision hereof, payments shall commence upon separation from
        service
        of a Specified Employee for reasons other than death or Disability on the
        date
        that is the first day of the seventh month following the date of the Specified
        Employee’s separation from service (or, if earlier, the date of death of the
        Specified Employee). On the first day of such seventh month or on the first
        day
        of the month following the earlier death of the Specified Employee, the
        Specified Employee or his estate, Spouse or beneficiary, as the case may
        be,
        shall be paid the amount to which he normally would be entitled on such date
        plus the amounts which would have been previously paid to him but for the
        fact
        that he was a Specified Employee. Nevertheless, for all other purposes of
        this
        Plan, the payments shall be deemed to have commenced on the date they would
        have
        had the Participant not been a Specified Employee.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (b)    Notwithstanding
        any other provision hereof, a Participant shall not have separated from service
        with the Company on account of termination of employment for reasons other
        than
        death if he would not be counted as having experienced a termination of
        employment under Reg. §1.409A-1(h)(1)(i) or under the 20% safe harbor rule for
        employees or the 50% safe harbor rule for nonemployees under Reg.
§1.409A-11(h)(1)(ii).

      


      (c)    Payments
        that would violate loan covenants or other contractual terms to which the
        Company is a party, where such a violation would result in material harm
        to the
        Company (in such case, payment will be made at the earliest date at which
        the
        Company reasonably anticipates that the making of the payment will not cause
        such violation, or such violation will not cause material harm to the
        Company).

      


      (d)    Payment
        where the Company reasonably anticipates that the making of the payment will
        violate Federal securities laws or other applicable law, provided that the
        payment shall be made at the earliest date at which the Company reasonably
        anticipates that the making of the payment will not cause such violation.
        (The
        making of a payment that would cause inclusion in gross income or the
        application of any penalty provision or other provision of the Code is not
        treated as a violation of applicable law).

      


      (e)    Payments
        the deduction for which the Company reasonably anticipates would be limited
        by
        the application of Code §162(m) (in such case, payment will be made at either
        the earliest date at which the Company reasonably anticipates that the deduction
        of the payment will not be so limited or the calendar year in which the
        Participant separates from service).

      


      (f)    Payment
        may also be delayed upon such other events and conditions as the Commissioner
        of
        Internal Revenue may prescribe in generally applicable guidance published
        in the
        Internal Revenue Bulletin.

      


      
        	
                XVI.

              	
                Additional
                  Restrictions on Benefit
                  Payments

              


      

      


      16.01    In
        no
        event will there be a duplication of benefits payable under the Plan because
        of
        employment by more than one participating Employer.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                XVII.

              	
                Administration
                  and Interpretation

              


      

      


      17.01    The
        Plan
        shall be administered by the Board of Directors through a Committee which
        shall consist of three or more members of the Board of Directors of the Company.
        No individual
        who is or has ever been a participant or eligible to receive payments under
        this
        Plan shall be designated as a member of the Committee. The Committee shall
        have
        full power and authority
        to interpret and administer the Plan and, subject to the provisions herein
        set
        forth, to prescribe,
        amend and rescind rules and regulations and make all other determinations
        necessary or
        desirable for the administration of the Plan. The Board may from time to
        time
        appoint additional
        members of the Committee or remove members and appoint new members in
substitution
        for those previously appointed and to fill vacancies however
        caused.

      


      17.02    The
        decision of the Committee relating to any question concerning or involving
        the
interpretation
        or administration of the Plan shall be final and conclusive, and nothing
        in the
        Plan shall
        be
        deemed to give any employee any right to participate in the Plan, except
        to such
        extent, if
        any,
        as the Committee may have determined or approved pursuant to the provisions
        of
        the Plan.

      


      
        	
                XVIII.

              	
                Nature
                  of the Plan

              


      

      


      18.01    Benefits
        under the Plan shall generally be payable by the Company from its own funds,
        and
such
        benefits shall not (i) impose any obligation upon the trust(s) of the other
        employee benefit programs
        of the Company; (ii) be paid from such trust(s); nor (iii) have any effect
        whatsoever upon
        the
        amount or payment of benefits under the other employee benefit programs of
        the
Company.
        Participants have only an unsecured right to receive benefits under the Plan
        from the Company as general creditors of the Company. The
        Company may deposit amounts in any CenturyTel,
        Inc. Supplemental Executive Retirement Trust (the "Trust") established by
        the
Company
        for the purpose of funding the Company's obligations under the Plan.
        Participants- and their
        beneficiaries, however, have no secured interest or special claim to the
        assets
        of the Trust, and
        the
        assets of the Trust shall be subject to the payment of claims of general
        creditors of the Company
        upon the insolvency or bankruptcy of the Company, as provided in the
        Trust.

      


      
        	
                XIX.

              	
                Employment
                  Relationship

              


      

      


      19.01    An
        employee shall be considered to be in the employment of the Company and its
        subsidiaries as long as he remains an employee of either the Company, any
        Subsidiary of the Company,
        or any corporation to which substantially all of the assets and business
        of the
        Company are
        transferred. Nothing in the adoption of this Plan nor the designation of
        any
        Participant shall confer
        on
        any employee the right to continued employment by the Company or a Subsidiary
        of
        the Company,
        or affect in any way the right of the Company or such Subsidiary to terminate
        his employment
        at any time. Any question as to whether and when there has been a termination
        of
an
        employee's employment, and the cause, notice or other circumstances of such
        termination, shall be
        determined by the Board, and its determination shall be final.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                XX.

              	
                Amendment
                  and Termination of
                  Plan

              


      

      


      20.01    The
        Board
        of Directors of the Company in its sole discretion may terminate the Plan
        at any
time,
        and
        shall have the right to alter or amend the Plan or any part thereof from
        time to
        time, except
        that the Board of Directors shall not terminate the Plan or make any alteration
        or amendment
        thereto which would impair any rights or benefits of a Participant previously
        accrued.

      


      
        	
                XXI.

              	
                Binding
                  Effect

              


      

      


      21.01    This
        Plan
        shall be binding on the Company, each Subsidiary, and any affiliate designated
        by
        the
        Company as a participating employer under this Plan, the successors and assigns
        thereof, and
        any
        entity to which substantially all of the assets or business of the Company,
        a
        Subsidiary, or
        a
        participating affiliate are transferred.

      


      
        	
                XXII.

              	
                Reimbursement
                  to Participants

              


      

      


      22.01    After
        a
        Change of Control, the Company shall reimburse any Participant, or beneficiary
        thereof, for all expenses, including
        attorney's fees, actually and reasonably incurred by the Participant or
        beneficiary in any proceeding
        to enforce any of their rights under this Plan.

      


      
        	
                XXIII.

              	
                Construction

              


      

      


      23.01    The
        masculine gender, where appearing in the Plan, shall be deemed to include
        the
        feminine gender, and the singular may indicate the plural, unless the context
        clearly indicates the contrary.
        The words "hereof', "herein", "hereunder" and other similar compounds of
        the
        word "here"
        shall, unless otherwise specifically stated, mean and refer to the entire
        Plan,
        not to any particular
        provision or Section. Article and Section headings are included for convenience
        of reference
        and are not intended to add to, or subtract from, the terms of the
        Plan.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                XXIV.

              	
                Demand
                  For Benefits

              


      

      


      24.01    Benefits
        upon termination of employment shall ordinarily be paid to a Participant
        without
        the need for demand, and to a beneficiary upon receipt of the beneficiary's
        address and Social Security Number (and evidence of death of the Participant,
        if
        needed). Nevertheless, a Participant or a person claiming to be a beneficiary
        who claims entitlement to a benefit can file a claim for benefits with the
        Committee. The Committee shall accept or reject the claim within 30 days
        of its
        receipt. If the claim is denied, the Committee shall give the reason for
        denial
        in a written notice calculated to be understood by the claimant, referring
        to
        the Plan provisions that form the basis of the denial. If any additional
        information or material is necessary to perfect the claim, the Committee
        will
        identify these items and explain why such additional material is necessary.
        If
        the Committee neither accepts or rejects the claim within 30 days, the claim
        shall be deemed denied. Upon the denial of a claim, the claimant may file
        a
        written appeal of the denied claim to the Committee within 60 days of the
        denial. The claimant shall have the opportunity to be represented by counsel
        and
        to be heard at a hearing. The claimant shall have the opportunity to review
        pertinent documents and the opportunity to submit issues and argue against
        the
        denial in writing. The decision upon the appeal must be made no later than
        the
        later of (a) 60 days after receipt of the request for review, or (b) 30 days
        after the hearing. The Committee must set a date for such a hearing within
        30
        days after receipt of the appeal. In no event shall the date of the hearing
        be
        set later than 60 days after receipt of the notice. If the appeal is denied,
        the
        denial shall be in writing. If, prior to a Change of Control, an initial
        claim
        is denied, and the claimant is ultimately successful, all subsequent reasonable
        attorney's fees and costs of claimant, including the filing of the appeal
        with
        the Committee, and any subsequent litigation, shall be paid by the Employer
        unless the failure of the Employer to pay is caused by reasons beyond its
        control, such as insolvency or bankruptcy.

      


      IN WITNESS
        WHEREOF, CenturyTel,
        Inc. has executed this Plan
        this
        29th day
        of
November,
        2006.

       

      
        	 	
                CENTURYTEL,
                  INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  R. Stewart Ewing, Jr.

              
	 	 	
                Stewart
                  Ewing, Jr.

              
	 	 	
                Executive
                  Vice President and

              
	 	 	
                Chief
                  Financial Officer

              


      

       

    

     

    21