Exhibit 10.3(c)


    
      

    


    Exhibit
      10.3(c)


    EXECUTION
      COPY

    


    CENTURYTEL,
      INC.

    SUPPLEMENTAL
      DOLLARS & SENSE
      PLAN

    


    2006
      RESTATEMENT

    EFFECTIVE
      JANUARY 1, 2005

    


    I.    
      Purpose
      of the Plan

    


    1.01 
        This
      Supplemental Dollars & Sense Plan was established by CenturyTel, Inc.,
      previously Century Telephone Enterprises,
      Inc. (the "Company") and its subsidiaries and designated affiliates to provide
      to certain
      select management employees the opportunity to defer a portion of their
      compensation in excess
      of
      the deferrals permissible under the terms of the CenturyTel, Inc. Dollars
      & Sense Plan and Trust (the "Dollars & Sense Plan") maintained by the
      Company and to allow
      the
      Company to make matching contributions based on such deferrals in excess of
      those permissible
      under such plan. This Plan is not intended to constitute a qualified plan under
      Section 401(a)
      of
      the Internal Revenue Code of 1986, as amended (the "Code"), and is designed
      to
      be exempt
      from the participation, vesting, funding and fiduciary responsibility rules
      of
      the Employee Retirement
      Income Security Act of 1974, as amended ("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 
        ACCOUNT
      shall
      mean the account established under this Plan in accordance with
      Section 4.01.

    


    2.02 
        ACCOUNT
      BALANCE,
      as of a
      given date, shall mean the fair market value of a Participant's Account as
      determined by the Committee. In 2005, each active Participant was given the
      right to elect to have his Account Balance transferred to the CenturyTel
      Retirement Plan (“Retirement Plan”) to the extent permitted under the QSERP
      concept (i.e.
      to the
      extent possible given discrimination limitations applicable to the Retirement
      Plan). Each Participant's Account Balance was reduced by the amount which was
      transferred to the Retirement Plan, if any. In 2005, under the Code §409A
      transition rules, each Participant was also given the right to elect to take
      a
      distribution of the portion of his Account Balance that was not transferred
      to
      the Retirement Plan. Each Participant’s Account Balance was reduced by the
      amount distributed to him in 2005, if any. Each Participant's Account Balance
      shall also be reduced by an amount equal to any Profit Sharing Contribution
      to
      such Participant's profit sharing account in the CenturyTel, Inc. Dollars &
Sense Plan at such time such contribution is made effective for Plan years
      beginning after 2004. If the Profit Sharing Contribution is made after the
      end
      of a calendar year with respect to the preceding calendar year and is made
      before the due date, including extensions, of the Company’s income tax return
      for such preceding year, the reduction to the Participant’s Account Balance in
      this Plan shall also be made with respect to such preceding year.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.03 
        BENEFICIARY
      shall
      mean the person or persons designated by the Participant to
      receive benefits after the death of the Participant.

    


    2.04 
        BOARD
      OF DIRECTORS shall
      mean not less than a quorum of the whole Board
      of
      Directors of the Company.

    


    2.05 
        COMMITTEE
      shall
      mean three or more members of the Board of Directors of the
      Company as described in Section 13.01 of the Plan, or the Board if no Committee
      has been appointed.

    


    2.06 
        DISABILITY
      shall
      mean a condition which makes a Participant unable to perform
      each of the material duties of his regular occupation where he is likely to
      remain thus incapacitated
      continuously and permanently.

    


    2.07 
        EFFECTIVE
      DATE of
      this
      Plan shall mean the first day of the first payroll period
      commencing on or after January 1, 1995. The effective date of this Restatement
      shall mean January
      1, 2005.

     

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

     

    2.09 
        EXCESS
      SALARY shall
      mean the amount of a Participant's compensation upon which
      the
      Participant can no longer make deferral contributions under the Dollars &
Sense Plan due to the application of Code Section 401(a)(17) and 402(g). As
      provided in Regs. §1.409A-2(a)(11)(i), compensation paid after the last day of
      the Plan Year solely for services performed during the final payroll period
      described in Code section 3401(b) shall be treated as compensation for services
      provided for the subsequent calendar year. This does not apply to Incentive
      Compensation.

    


    2.10
         INCENTIVE
      COMPENSATION shall
      mean any amount awarded to a Participant under the Company's Key Employee
      Incentive Compensation Plan or other executive 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 an annual basis and shall, for purposes of this Plan,
      be
allocated
      to the year in which the Participant performed the services with respect to
      which the Incentive Compensation was awarded.

    


    2.11 
        LEAVE
      OF ABSENCE shall
      mean any extraordinary absence authorized by the Employer
      under the Employer's standard personnel practices.

    


    2.12 
        NORMAL
      RETIREMENT AGE
      shall
      mean age 65.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    2.13 
        NORMAL
      RETIREMENT DATE shall
      mean the first day of the month coincident
      with or next following a Participant's 65th birthday.

    


    2.14 
        NOTIONAL
      shall
      mean imaginary, not actual.

    


    2.15 
        PARTICIPANT
      shall
      mean any officer of the Company, any Subsidiary thereof, and
      any
      designated affiliate, who is granted participation in the Plan in accordance
      with the provisions
      of Article III.

    


    2.16 
        PLAN
      shall
      mean the CenturyTel, Inc. Supplemental Dollars &
      Sense Plan, as amended and restated herein.

    


    2.17 
        PLAN
      YEAR
      shall
      mean the calendar year.

    


    2.18 
        PROFIT
      SHARING ACCOUNT
      shall
      mean an account first established in 2006 and continuing thereafter under this
      Plan to which contributions under Section 6.03 shall be credited, which shall
      vest in accordance with Section 7.02, with respect to which a Participant shall
      be entitled only to the vested amount in his Profit Sharing Account upon an
      event requiring payment but which shall be treated as an “Account” for all other
      purposes of this Plan.

    


    2.19 
        PROFIT
      SHARING COMPENSATION
      shall
      mean the sum of a Participant’s Profit Sharing Salary and Profit Sharing
      Incentive Compensation for a particular Plan Year. The determination of a
      Participant’s Compensation shall be made by the Committee, in its
      discretion.

    


    2.20 
        PROFIT
      SHARING CONTRIBUTIONS
      shall
      mean the total dollar amount of contributions made, directly or indirectly,
      on
      behalf of a Participant under the CenturyTel, Inc. Employee Stock Ownership
      Plan.

    


    2.21 
        PROFIT
      SHARING CONTRIBUTION PERCENTAGE shall
      mean the estimated total of the percentage of compensation of employees of
      the
      Company contributed by the Company to its ESOP, as determined by dividing the
      aggregate Profit Sharing Contributions for a particular Plan Year by estimated
      compensation taken into account under such plans for the Plan Year. The
      Committee, in its sole discretion, shall determine the Profit Sharing
      Contribution Percentage for each Plan Year, and such determination shall be
      binding and conclusive. Notwithstanding the above, until changed by action
      of
      the Committee, the Profit Sharing Contribution Percentage for each Plan Year
      shall be 4% of a Participant’s Profit Sharing Compensation.

    


    2.22 
        PROFIT
      SHARING INCENTIVE COMPENSATION
      shall
      mean the amount awarded to a Participant under the Company’s Key Employee
      Incentive Compensation Program or other executive 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 Profit Sharing Incentive Compensation shall be determined
      on an annual basis and shall be allocated to the Plan Year in which the
      Participant performed the services with respect to which the Incentive
      Compensation was awarded.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    2.23 
        PROFIT
      SHARING SALARY
      shall
      mean a participant’s actual pay for the Plan Year, exclusive, however, of bonus
      payments, overtime payments, commissions, imputed income on life insurance,
      vehicle allowances, relocation expenses, severance payments and any other extra
      compensation.

    


    2.24 
        PROFIT
      SHARING YEARS OF SERVICE shall
      mean all years of service for each Plan Year in which the Participant completes
      at least 1,000 hours of service. Profit Sharing Years of Service will include
      all years of service before a Participant became an officer of the Company,
      years of service following Normal Retirement Date and years of service with
      any
      Employer designated by the Company as a participating Employer under this Plan.
      In addition, periods of Leave of Absence and periods during which severance
      pay
      is provided shall be counted for determining years of service. 

    


    2.25 
        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.

    


    2.26 
        SUBSIDIARY
      shall
      mean any corporation in which the Company owns, directly or
      indirectly through subsidiaries, at least 50% of the combined voting power
      of
all
      classes of stock.

    


    2.27 
        TRANSFER
      ACCOUNT
      shall
      mean the account established under this Plan in accordance with Section
      4.01.

    


    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:

    


    (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.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    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.

    


    IV.   Accounts
      and Investments

    


    4.01
         An
      Account shall be established on behalf of each Participant who receives an
      allocation
      pursuant to Sections 6.01 and 6.02. Each Participant's Account shall be
      credited with such allocation,
      and earnings and gains on his Account Balance, and shall be debited with
      distributions, losses,
      and any expenses properly chargeable thereto.
      A
      Transfer Account shall be established on behalf of each former inactive
      Participant in the CenturyTel, Inc. Supplemental Defined Contribution Plan
      ("SDC
      Plan") who elected to have his account balance in that plan transferred to
      another nonqualified plan of the Company. Such Transfer Account shall hold
      the
      amount transferred from that plan to this Plan for each such inactive
      Participant. Such Transfer Account shall be treated as if it were an Account
      under this Plan, except that in lieu of any other earnings, the balance in
      each
      Transfer Account shall be credited with interest at the rate equal to the 6
      month Treasury bill rate adjusted each January 1, and the form of payment shall
      be the form of payment the Participant elected under the SDC Plan and not a
      lump
      sum cash payment under Section 9.01. 

    


    4.02 
        Each
      Participant shall have the same rights with respect to investment of amounts
      in
      his
      Account hereunder as are available from time to time under the Dollars &
Sense Plan, as to
      permissible investment funds, except as provided below. Investment in securities
      or other obligations issued by the Employer will
      not
      be available under the Plan. The investment rights of
      each
      Participant hereunder shall extend to all amounts in his Account, including
      deferral contributions
      and matching contributions.

    


    4.03 
        The
      Account Balances of Participants in the Plan shall be revalued as of the end
      of
      each trading day, taking into account the values of the various assets which
      are
      Notional investments of the Accounts and taking into account Notional
      contributions or transfers to each Account during the day and Notional
      withdrawals or transfers from each Account during the day. 

     

    V.    Participant
      Salary Deferrals

    


    5.01 
        Each
      Participant shall make separate
      written
      elections, prior to the first day of each Plan
      Year
      (or, as to a Participant who first becomes a Participant in the Plan as of
      a day
      other than January 1 and who is not then a participant in any other account
      balance plan of or agreement with the Employer governed by Code §409A,
within
      30
      days after the date the Participant becomes eligible to Participate in the
      Plan
      but only with respect to compensation paid for services to be performed
      subsequent to the election) to defer a portion of his (i) Excess Salary and/or
      (ii) Incentive Compensation. The
      amount of allowable deferral pursuant to each of the Participant's elections
      shall be a whole percentage,
      not to exceed 25%. An
      election to defer Excess Salary shall provide for
      a
      deferral to be made from each paycheck. An election to defer Incentive
      Compensation shall provide
      for a deferral to be made from the bonus check representing the cash portion
      of
      such award.
      Notwithstanding the above, with respect to any Incentive Compensation which
      is
      performance-based, as defined in Reg. §1.409A-2(a)(7), each Participant may make
      a separate written election no later than June 30 of the calendar year
      performance period.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    5.02 
        Any
      agreement made under the terms of Section 5.01 shall be irrevocable until the
      succeeding
      January 1. As permitted by Reg. §1.409A-3(h)(2)(vii), a Participant may cancel
      his deferral election due to an unforeseeable emergency or a hardship
      distribution pursuant to Reg. §1.401(k)-1(d)(3).

     

    5.03 
        If
      a
      Participant does not make new elections for a succeeding Plan Year under
Section
      5.01, his elections in effect for the current Plan Year shall be deemed to
      continue in force and
      effect as if made for such succeeding Plan Year.

    


    VI.  
        Allocations
      to Participant's Accounts

    


    6.01 
        The
      Employer shall allocate to each Participant's Account the amount of Excess
      Salary
      and/or Incentive Compensation deferred by such Participant pursuant to an
      election made under
      Section 5.01. The allocation hereunder shall be made as of the date of the
      paycheck or bonus
      check to which the deferral by the Participant relates.

    


    6.02 
        The
      Employer shall allocate a matching contribution to each Participant's Account
      under
      this Plan each Plan Year equal to the total matching percentage (including
      matching and additional
      matching contributions) for the year provided by the Dollars & Sense Plan
      multiplied by
      the
      Participant's deferrals under this Plan.

    


    6.03 
        The
      Company shall credit a Participant's Profit Sharing Account each Plan Year
      with
      an amount equal to Profit Sharing Compensation times Profit Sharing Contribution
      Percentage minus Profit Sharing Contributions.

    


    VII.  
        Vesting
      of Account

    


    7.01 
        A
      Participant's Account Balance shall be fully vested at all times.

     

    7.02 
        A
      Participant's Profit Sharing Account shall be fully vested and nonforfeitable
      upon:

    


    (a)  5
      Profit
      Sharing Years of Service,


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (b)  attainment
      of age 55,

    


    (c)  death,

    


    (d)  Disability
      as defined in Section 2.06, or

    


    (e)  the
      occurrence of any of the following, 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 common stock, $1.00 par value per share
      (the "Common Stock"), of CenturyTel, Inc. ("CenturyTel"), or 30% or more of
      the
      combined voting power of CenturyTel'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 Common Stock directly from CenturyTel, (b) any
      acquisition of Common Stock by CenturyTel or its subsidiaries, (c) any
      acquisition of Common Stock by any employee benefit plan (or related trust)
      sponsored or maintained by CenturyTel or any corporation controlled by
      CenturyTel, or (d) any acquisition of Common 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, 2006,
      constitute the Board of Directors of CenturyTel (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'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 CenturyTel), or sale or other disposition
      of
      all or substantially all of the assets of CenturyTel (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 CenturyTel's outstanding Common
      Stock
      and CenturyTel'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 CenturyTel, 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 CenturyTel of
      a
      complete liquidation or dissolution of CenturyTel. For purposes of this Section
      7.02(e), 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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    7.03 
        If
      a
      Participant does not have a fully vested and nonforfeitable Profit Sharing
      Account upon his termination of Employment, the nonvested Account Balance shall
      be forfeited. Forfeitures shall be used to reduce Employer Matching
      Contributions under Section 6.02.

    


    VIII.
        Time
      of Payment and Beneficiaries,

     

    8.01 
        Except
      as
      provided in Section 8.02 and Articles X and XI, a Participant's vested Account
      Balance is payable immediately upon termination
      of employment for any reason.

    


    8.02 
        The
      Account Balance of a deceased Participant shall be paid within 90
      days
      after his death, and shall be made to his Beneficiary designated on a form
      provided for such purpose by the Committee. If the Participant fails to
      designate a beneficiary,
      his Account Balance shall be payable to his surviving spouse or, if none, to
      his
surviving
      child or children (or legal representative of any minor child or child who
      has
      been declared
      incompetent or incapable of handling his affairs) in equal shares. The Account
      Balance of
      a
      Participant who dies leaving no spouse or children shall be paid to his
      estate.

    


    IX.  
        Form
      of Benefit Payment

    


    9.01  
        All
      payments of the Participant's Account Balance (including the Profit Sharing
      Account Balance) to the Participant or to the Participant’s Beneficiary shall be
      in the form of a lump sum cash payment.

     

    X.   Acceleration
      of Payments.

     

    10.01  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.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    10.02  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 of payment to
      an individual other than the Participant as may be necessary to fulfill such
      order in an amount not to exceed the Participant’s Account Balance (including
      such Participant’s Profit Sharing Account Balance), 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.

     

    10.03  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).

     

    XI.   
        Delay
      of Payments

     

    11.01  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, the lump sum cash payment shall be made 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). 

    


    (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)(i) or under the 20% safe harbor rule for
      employees or the 50% safe harbor rule for nonemployees under Reg.
§1.409A-11(h)(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).


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (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.

    


    XII.  
        Additional
      Restrictions on Benefit Payments

    


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

    


    XIII. 
        Administration
      and Interpretation

    


    13.01  The
      Plan
      shall be administered by the Board of Directors of the Company through a
      Committee which shall consist of three or more members of such Board. No
      individual who is or
      has
      ever been a member of the Committee shall be eligible to be designated as a
      participant or receive
      payments under this Plan. 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.

    


    13.02  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.

    


    XIV.
        Nature
      of the Plan

    


    14.01  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
      a 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
      such
      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.


    
      
        
        

      

      
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    XV.  
        Employment
      Relationship

    


    15.01  An
      employee shall be considered to be in the employment of the Employer as long
      as
      he
remains
      an
      employee of either the Company, any Subsidiary of the Company, any designated
      affiliate,
      or any corporation to which substantially all of the assets and business of
      any
      of such entities
      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 Employer, or
      affect in any way
      the
      right of the Employer 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 Committee, and its determination
      shall be final.

    


    XVI. 
        Amendment
      and Termination of Plan

    


    16.01  The
      Company may terminate the Plan and accelerate any payments due (or that may
      become due) under the Plan:

    


    (a)  Within
      12
      months of a corporate dissolution of the Company taxed under Code §331, or with
      the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided
      that the amounts deferred under the Plan are included in the Participant's
      gross
      income in the latest of (i) the calendar year in which the termination occurs,
      (ii) the calendar year in which the amount is no longer subject to a substantial
      risk of forfeiture or (iii) the first calendar year in which the payment is
      administratively practicable.

    


    (b)  Within
      the 30 days preceding or the 12 months following a Change in Control Event
      (as
      defined in Reg. §1.409A-3(g)(5)(i)), if all substantially similar arrangements
      sponsored by the Company are terminated.

    


    (c)  In
      the
      Company’s discretion, provided that: (1) all arrangements sponsored by the
      Company that would be aggregated with the Agreement under Reg. §1.409A-1(c) if
      the same employee participated in all of the arrangements are terminated; (2)
      no
      payments other than payments that would be payable under the terms of the
      arrangements if the termination had not occurred are made within 12 months
      of
      the termination of the arrangements; (3) all payments are made within 24 months
      of the termination of the arrangements; and (4) the Company does not adopt
      a new
      arrangement that under Reg. §1.409A-1(c) that would be aggregated with the
      Agreement if the same service provider participated in both arrangements, at
      any
      time within five years following the date of termination of the
      Agreement.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (d)  Due
      to
      such other events and conditions as the Commissioner of the IRS may prescribe
      in
      generally applicable guidance published in the Internal Revenue
      Bulletin.

    


    16.02  The
      Company shall amend the Plan as necessary to comply with final regulations
      issued under Code §409A and may amend the Plan in any other manner that does not
      cause adverse consequences under such Code Section or other guidance from the
      Treasury Department or IRS, provided that no amendments shall divest otherwise
      vested rights of Participants, their Beneficiaries or Spouses.

    


    XVII.    
       Binding
      Effect

    


    17.01  This
      Plan
      shall be binding on the Company, each Subsidiary and any designated affiliate,
      the successors and assigns thereof, and any entity to which substantially all
      of
      the assets or
      business of the Company, a Subsidiary, or a designated affiliate are
      transferred.

    


    XVIII.  
       Construction

    


    18.01  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.

    


    18.02  Any
      provision of the Plan that would cause a violation of Code §409A if followed
      shall be disregarded.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    XIX.   Demand
      For Benefits

     

    19.01  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 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.

            
	 	
              R.
                Stewart Ewing, Jr.

            
	 	
              Executive
                Vice President and Chief
                Financial
                Officer

            


    

    
 

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