Exhibit 10.1(c)


    
      

    

     

    Exhibit
      10.1(c)

     

    CENTURYTEL
      RETIREMENT PLAN

     

    As
      Amended and Restated effective December 31, 2006

     

    CenturyTel,
      Inc. (the “Company”) previously established the CenturyTel Retirement Plan
      (“Plan”) for the exclusive benefit of eligible employees of the Company and
      other adopting employers, and last amended and restated the Plan on February
      28,
      2002. The Plan provides benefits for Employees of the Company and adopting
      employers and former employees of other companies which were acquired by the
      Company directly or indirectly. Effective December 31, 2006, the CenturyTel,
      Inc. Plan for Salaried Employees’ Pensions (“Salaried Plan”), the CenturyTel,
      Inc. Plan for Hourly-Paid Employees’ Pensions (“Hourly Plan”) and the
      CenturyTel, Inc. Pension Plan for Bargaining Unit Employees (“Ohio Plan”)
      (collectively “Constituent Plans”) were merged into the Plan. Effective December
      31, 2006, the Constituent Plans and the Plan constitute a single plan under
      Code
      Section 414(l), and all of the assets of the former Constituent Plans and the
      Plan held by all Trusts under the Plan shall be available to pay all benefits
      under the Plan. The benefits for certain employees of certain Affiliates and
      Adopting Entities and benefits attributable to transfers of assets from the
      Constituent Plans and other plans to this Plan are determined in accordance
      with
      Schedules 6.1(f)-1 through 6.1(f)-4. Where a provision of the Plan is superceded
      or modified by a provision in the Hourly, Salaried or Ohio Plan portions of
      the
      Plan (for Participants receiving a benefit under such portions of the Plan),
      the
      following notations are included at the end of the applicable section of the
      Plan: ∑
      (Salaried Plan), #
      (Hourly
      Plan), or Ω (Ohio Plan). 

     

    The
      provisions of the Plan and Trust relating to the Trustee constitute the trust
      agreement which is entered into by and between CenturyTel, Inc., the adopting
      employers and Prudential Bank & Trust FSB. The Trust is intended to be tax
      exempt, pursuant to Code Section 501(a).

     

    The
      Plan
      is intended to comply with the qualification requirements of the Economic Growth
      and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), and other legal and
      regulatory changes since the last restatement, including requirements to adopt
      “good faith” amendments applicable to Cycle A filers in IRS Notice 2005-101, and
      is intended to comply in operation therewith. To the extent that the Plan,
      as
      set forth below, is subsequently determined to be insufficient to comply with
      such requirements and any regulations issued, the Plan shall later be amended
      to
      so comply.

     

    The
      Plan
      constitutes an amendment and restatement of the CenturyTel Retirement Plan
      and
      each Constituent Plan, effective December 31, 2006, unless stated otherwise
      herein. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of Contents

     

    
      	 	 	
              Page

            
	 	 
	
              ARTICLE
                I EFFECTIVE DATE AND APPLICATION

            	
              1

            
	 	 	 
	
              1.1

            	
              EFFECTIVE
                DATE.

            	
              1

            
	
              1.2

            	
              QUALIFICATION.

            	
              1

            
	
              1.3

            	
              SPONSORING
                AND ADOPTING EMPLOYERS.

            	
              1

            
	
              1.4

            	
              INCORPORATION
                OF TRUST AGREEMENT.

            	
              1

            
	 	 
	
              ARTICLE
                II DEFINITIONS

            	
              1

            
	 	 	 
	
              2.1

            	
              ACCRUED
                BENEFIT

            	
              1

            
	
              2.2

            	
              ACTUARIAL
                EQUIVALENCY OR ACTUARIAL EQUIVALENT

            	
              1

            
	
              2.3

            	
              ADOPTING
                ENTITY

            	
              2

            
	
              2.4

            	
              AFFILIATE

            	
              2

            
	
              2.5

            	
              ALTERNATIVE
                JOINT AND SURVIVOR ANNUITY

            	
              3

            
	
              2.6

            	
              ANNUITY
                STARTING DATE

            	
              3

            
	
              2.7

            	
              BENEFICIARY

            	
              3

            
	
              2.8

            	
              BENEFIT
                COMPUTATION PERIOD

            	
              3

            
	
              2.9

            	
              BOARD

            	
              3

            
	
              2.10

            	
              BREAK
                IN SERVICE

            	
              3

            
	
              2.11

            	
              CODE

            	
              3

            
	
              2.12

            	
              COMMITTEE

            	
              3

            
	
              2.13

            	
              COMPANY

            	
              3

            
	
              2.14

            	
              COMPENSATION

            	
              4

            
	
              2.15

            	
              COMPUTATION
                PERIOD

            	
              5

            
	
              2.16

            	
              CONSTITUENT
                PLANS

            	
              5

            
	
              2.17

            	
              CREDITED
                SERVICE

            	
              5

            
	
              2.18

            	
              DISABILITY
                OR DISABLED

            	
              5

            
	
              2.19

            	
              EARLY
                RETIREMENT DATE

            	
              5

            
	
              2.20

            	
              ELIGIBILITY
                COMPUTATION PERIOD

            	
              6

            
	
              2.21

            	
              ELIGIBLE
                EMPLOYEE

            	
              6

            
	
              2.22

            	
              EMPLOYEE

            	
              6

            
	
              2.23

            	
              EMPLOYER

            	
              6

            
	
              2.24

            	
              ERISA

            	
              6

            
	
              2.25

            	
              FINAL
                AVERAGE PAY

            	
              6

            
	
              2.26

            	
              HOUR
                OF SERVICE

            	
              6

            
	
              2.27

            	
              HOURLY
                PLAN

            	
              8

            
	
              2.28

            	
              LAYOFF

            	
              8

            
	
              2.29

            	
              LEAVE
                OF ABSENCE

            	
              8

            
	
              2.30

            	
              LTD
                PLAN

            	
              8

            
	
              2.31

            	
              MONTHLY
                COMPENSATION

            	
              8

            
	
              2.32

            	
              NORMAL
                FORM

            	
              8

            
	
              2.33

            	
              NORMAL
                RETIREMENT AGE

            	
              8

            
	
              2.34

            	
              NORMAL
                RETIREMENT DATE

            	
              9

            
	
              2.35

            	
              OHIO
                PLAN

            	
              9

            
	
              2.36

            	
              PARTICIPANT

            	
              9

            
	
              2.37

            	
              PLAN

            	
              9

            
	
              2.38

            	
              PLAN
                ADMINISTRATOR

            	
              9

            
	
              2.39

            	
              PLAN
                YEAR

            	
              9

            
	
              2.40

            	
              PRIOR
                PLAN

            	
              9

            
	
              2.41

            	
              QUALIFIED
                DOMESTIC RELATIONS ORDER OR QDRO

            	
              9

            
	
              2.42

            	
              QUALIFIED
                JOINT AND SURVIVOR ANNUITY OR QJSA

            	
              9

            
	
              2.43

            	
              REQUIRED
                BEGINNING DATE

            	
              9

            
	
              2.44

            	
              SALARIED
                PLAN

            	
              10

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    


    
      	
              2.45

            	
              SINGLE
                LIFE ANNUITY

            	
              10

            
	
              2.46

            	
              SOCIAL
                SECURITY COVERED COMPENSATION

            	
              10

            
	
              2.47

            	
              SPOUSE

            	
              10

            
	
              2.48

            	
              TRUST
                AGREEMENT

            	
              10

            
	
              2.49

            	
              TRUSTEE

            	
              11

            
	
              2.50

            	
              VESTING
                COMPUTATION PERIOD

            	
              11

            
	
              2.51

            	
              YEAR
                OF CREDITED SERVICE

            	
              11

            
	
              2.52

            	
              YEAR
                OF ELIGIBILITY SERVICE

            	
              11

            
	
              2.53

            	
              YEAR
                OF SERVICE

            	
              11

            
	
              2.54

            	
              YEAR
                OF VESTING SERVICE

            	
              11

            
	 	 
	
              ARTICLE
                III ELIGIBILITY AND PARTICIPATION

            	
              11

            
	 	 	 
	
              3.1

            	
              ELIGIBLE
                EMPLOYEES.

            	
              11

            
	
              3.2

            	
              REQUIREMENTS
                FOR PARTICIPATION.

            	
              12

            
	
              3.3

            	
              EFFECTIVE
                TIME OF PARTICIPATION.

            	
              12

            
	
              3.4

            	
              REASSIGNMENT
                AND REEMPLOYMENT.

            	
              12

            
	
              3.5

            	
              WAIVER
                OF PARTICIPATION.

            	
              12

            
	 	 
	
              ARTICLE
                IV CREDITING OF SERVICE

            	
              13

            
	 	 	 
	
              4.1

            	
              ELIGIBILITY
                SERVICE.

            	
              13

            
	
              4.2

            	
              VESTING
                SERVICE.

            	
              13

            
	
              4.3

            	
              CREDITED
                SERVICE.

            	
              13

            
	
              4.4

            	
              REEMPLOYMENT
                AFTER BREAK IN SERVICE.

            	
              15

            
	
              4.5

            	
              TRANSITION
                RULES AND SHORT AND OVERLAPPING COMPUTATION
                PERIODS.

            	
              15

            
	
              4.6

            	
              SPECIAL
                RULES FOR SERVICE UNDER PRIOR PLAN.

            	
              16

            
	
              4.7

            	
              TRANSFERS
                BETWEEN COMPANY, AFFILIATES AND ADOPTING
                ENTITIES.

            	
              17

            
	 	 
	
              ARTICLE
                V BENEFITS ON RETIREMENT, DEATH, DISABILITY AND TERMINATION OF
                EMPLOYMENT

            	
              18

            
	 	 	 
	
              5.1

            	
              NORMAL
                RETIREMENT.

            	
              18

            
	
              5.2

            	
              EARLY
                RETIREMENT.

            	
              18

            
	
              5.3

            	
              DEFERRED
                RETIREMENT.

            	
              18

            
	
              5.4

            	
              DISABILITY
                RETIREMENT.

            	
              18

            
	
              5.5

            	
              SPOUSE’S
                BENEFIT.

            	
              18

            
	
              5.6

            	
              BENEFIT
                ON TERMINATION OF EMPLOYMENT.

            	
              19

            
	
              5.7

            	
              LIMITATIONS
                ON PENSIONS.

            	
              21

            
	
              5.8

            	
              DEATH
                BENEFIT.

            	
              23

            
	 	 
	
              ARTICLE
                VI COMPUTATION OF BENEFIT AMOUNTS

            	
              23

            
	 	 	 
	
              6.1

            	
              NORMAL
                RETIREMENT BENEFIT.

            	
              23

            
	
              6.2

            	
              EARLY
                RETIREMENT BENEFIT.

            	
              25

            
	
              6.3

            	
              DEFERRED
                RETIREMENT BENEFIT.

            	
              26

            
	
              6.4

            	
              DISABILITY
                RETIREMENT BENEFIT.

            	
              28

            
	
              6.5

            	
              SPOUSE’S
                BENEFIT.

            	
              28

            
	
              6.6

            	
              BENEFITS
                FOR TERMINATED VESTED EMPLOYEES.

            	
              29

            
	
              6.7

            	
              REDUCTION
                FOR OTHER BENEFITS.

            	
              29

            
	
              6.8

            	
              COST
                OF LIVING ADJUSTMENT.

            	
              30

            
	
              6.9

            	
              DEATH
                BENEFIT.

            	
              30

            
	 	 
	
              ARTICLE
                VII TIMING AND FORM OF BENEFIT PAYMENTS

            	
              30

            
	 	 	 
	
              7.1

            	
              COMMENCEMENT
                OF BENEFITS.

            	
              30

            
	
              7.2

            	
              NORMAL
                FORM.

            	
              31

            
	
              7.3

            	
              WAIVER
                OF NORMAL FORM.

            	
              32

            
	
              7.4

            	
              TIMING
                OF ELECTION AND SPOUSAL CONSENT.

            	
              32

            
	
              7.5

            	
              NOTICE
                REQUIREMENTS.

            	
              33

            
	
              7.6

            	
              SPECIAL
                RULES FOR DEATH OF PARTICIPANT OR BENEFICIARY.

            	
              34

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              7.7

            	
              OPTIONAL
                FORMS OF PAYMENT.

            	
              35

            
	
              7.8

            	
              ANNUITY
                FORM OF PAYMENT.

            	
              38

            
	
              7.9

            	
              MANDATORY
                LUMP SUM DISTRIBUTION OF SMALL BENEFITS.

            	
              39

            
	
              7.10

            	
              MINIMUM
                DISTRIBUTIONS REQUIRED UNDER CODE SECTION
                401(A)(9).

            	
              39

            
	
              7.11

            	
              EARLY
                COMMENCEMENT ELECTION.

            	
              41

            
	
              7.12

            	
              SUSPENSION
                OF BENEFITS.

            	
              41

            
	
              7.13

            	
              ELIGIBLE
                ROLLOVER DISTRIBUTIONS.

            	
              42

            
	 	 
	
              ARTICLE
                VIII MEDICAL BENEFITS

            	
              43

            
	 	 	 
	
              8.1

            	
              ELIGIBILITY.

            	
              43

            
	
              8.2

            	
              MEDICAL
                BENEFITS.

            	
              44

            
	
              8.3

            	
              SEPARATE
                MEDICAL BENEFITS ACCOUNT.

            	
              44

            
	
              8.4

            	
              LIMITATION
                ON CONTRIBUTIONS.

            	
              44

            
	
              8.5

            	
              SATISFACTION
                OF LIABILITIES.

            	
              45

            
	
              8.6

            	
              FORFEITURE
                OF BENEFITS.

            	
              45

            
	 	 
	
              ARTICLE
                IX FUNDING

            	
              45

            
	 	 	 
	
              9.1

            	
              PLAN
                ASSETS.

            	
              45

            
	
              9.2

            	
              TRUST
                AGREEMENT.

            	
              45

            
	
              9.3

            	
              INSURANCE
                ARRANGEMENTS.

            	
              45

            
	
              9.4

            	
              CONTRIBUTIONS.

            	
              45

            
	
              9.5

            	
              EXCLUSIVE
                BENEFIT.

            	
              45

            
	
              9.6

            	
              RETURN
                OF CONTRIBUTIONS.

            	
              46

            
	
              9.7

            	
              PROHIBITION
                AGAINST ASSIGNMENT OR ALIENATION OF BENEFITS.

            	
              46

            
	 	 
	
              ARTICLE
                X FIDUCIARY RESPONSIBILITIES AND PLAN
                ADMINISTRATION

            	
              47

            
	 	 	 
	
              10.1

            	
              ALLOCATION
                OF FIDUCIARY RESPONSIBILITIES.

            	
              47

            
	
              10.2

            	
              COMMITTEE.

            	
              47

            
	
              10.3

            	
              DUTIES
                AND RESPONSIBILITIES OF FIDUCIARIES.

            	
              47

            
	
              10.4

            	
              PLAN
                ADMINISTRATOR.

            	
              47

            
	
              10.5

            	
              COMMITTEE
                RELIANCE ON PROFESSIONAL ADVICE.

            	
              48

            
	
              10.6

            	
              PLAN
                ADMINISTRATION EXPENSES.

            	
              48

            
	
              10.7

            	
              RESPONSIBILITIES
                OF TRUSTEE.

            	
              48

            
	
              10.8

            	
              INVESTMENT
                MANAGEMENT BY TRUSTEE.

            	
              48

            
	
              10.9

            	
              ALLOCATION
                OF INVESTMENT MANAGEMENT RESPONSIBILITIES.

            	
              48

            
	
              10.10

            	
              APPOINTMENT
                AND REMOVAL OF INVESTMENT MANAGERS.

            	
              49

            
	
              10.11

            	
              ASCERTAINMENT
                OF PLAN FINANCIAL NEEDS.

            	
              49

            
	
              10.12

            	
              BENEFIT
                CLAIM PROCEDURE.

            	
              49

            
	
              10.13

            	
              QDRO
                PROCEDURES.

            	
              50

            
	
              10.14

            	
              SERVICE
                IN MULTIPLE FIDUCIARY CAPACITIES.

            	
              50

            
	 	 
	
              ARTICLE
                XI CO-SPONSORSHIP OF PLAN AND MERGERS WITH OTHER
                PLANS

            	
              51

            
	 	 	 
	
              11.1

            	
              CO-SPONSORSHIP
                OF PLAN BY AFFILIATES.

            	
              51

            
	
              11.2

            	
              CO-SPONSORSHIP
                OF PLAN BY ADOPTING ENTITIES.

            	
              51

            
	
              11.3

            	
              MERGER
                WITH PLAN OF AFFILIATE.

            	
              51

            
	 	 
	
              ARTICLE
                XII DURATION AND AMENDMENT

            	
              52

            
	 	 	 
	
              12.1

            	
              RESERVATION
                OF RIGHT TO SUSPEND OR TERMINATE PLAN.

            	
              52

            
	
              12.2

            	
              RESERVATION
                OF RIGHT TO AMEND PLAN.

            	
              52

            
	
              12.3

            	
              TRANSACTIONS
                SUBJECT TO CODE SECTION 414(1).

            	
              53

            
	
               

            	 
	
              ARTICLE
                XIII DISTRIBUTION UPON PLAN TERMINATION

            	
              53

            
	 	 	 
	
              13.1

            	
              VESTING
                ON PLAN TERMINATION.

            	
              53

            
	
              13.2

            	
              ALLOCATION
                OF ASSETS ON PLAN TERMINATION.

            	
              53

            
	
              13.3

            	
              PROVISION
                FOR BENEFITS AFTER PLAN TERMINATION.

            	
              54

            
	
              13.4

            	
              COMPUTATION
                OF BENEFITS AFTER PLAN TERMINATION.

            	
              54

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    
      	
              13.5

            	
              CONTINUED
                EMPLOYMENT NOT REQUIRED AFTER PLAN TERMINATION.

            	
              54

            
	
              13.6

            	
              DATA
                IN COMPANY RECORDS ON PLAN TERMINATION.

            	
              55

            
	
              13.7

            	
              SATISFACTION
                OF LIABILITIES ON PLAN TERMINATION.

            	
              55

            
	
              13.8

            	
              HIGH-25
                DISTRIBUTION RESTRICTIONS.

            	
              55

            
	 	 
	
              ARTICLE
                XIV INTERCHANGE OF BENEFIT OBLIGATIONS

            	
              56

            
	 	 	 
	
              14.1

            	
              INTERCHANGE
                AGREEMENT PERMITTED.

            	
              56

            
	 	 
	
              ARTICLE
                XV GENERAL PROVISIONS

            	
              56

            
	 	 	 
	
              15.1

            	
              NO
                EMPLOYMENT RIGHTS CONFERRED.

            	
              56

            
	
              15.2

            	
              INTEGRATION
                CLAUSE.

            	
              57

            
	
              15.3

            	
              INCAPACITY
                OF RECIPIENT.

            	
              57

            
	
              15.4

            	
              ERISA
                FIDUCIARY DUTIES.

            	
              57

            
	
              15.5

            	
              COMPLIANCE
                WITH STATE AND LOCAL LAW.

            	
              57

            
	
              15.6

            	
              USAGE.

            	
              57

            
	
              15.7

            	
              TITLES
                AND HEADINGS.

            	
              57

            
	
              15.8

            	
              SEVERABILITY
                CLAUSE.

            	
              57

            
	
              15.9

            	
              USERRA
                - MILITARY SERVICE CREDIT.

            	
              57

            
	 	 
	
              ARTICLE
                XVI TOP-HEAVY REQUIREMENTS

            	
              58

            
	 	 	 
	
              16.1

            	
              IN
                GENERAL.

            	
              58

            
	
              16.2

            	
              DEFINITIONS

            	
              58

            
	
              16.3

            	
              DETERMINATION
                OF TOP-HEAVY RATIO.

            	
              59

            
	
              16.4

            	
              TOP-HEAVY
                MINIMUM BENEFITS.

            	
              61

            
	
              16.5

            	
              TERMINATION
                OF TOP-HEAVY STATUS.

            	
              63

            
	
              16.6

            	
              INTERPRETATION.

            	
              63

            


    

    


    SCHEDULE
      6.1(a)(3) 

    SCHEDULE
      6.1(a)(4)

    SCHEDULE
      6.1(a)(5)

    SCHEDULE
      6.1(f)-1

    SCHEDULE
      6.1(f)-2

    SCHEDULE
      6.1(f)-3

    SCHEDULE
      6.1(f)-4

    SCHEDULE
      11.1

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

    EFFECTIVE
      DATE AND APPLICATION 

     

    1.1    Effective
      Date.
      The
      effective date of this Amendment and Restatement of the Plan shall be December
      31, 2006, except as otherwise indicated in specific Sections
      hereof.

     

    1.2    Qualification.
      It is
      the intention of the Company that the Plan shall satisfy the requirements of
      ERISA, that the Plan shall be qualified under Section 401(a) of the Code, and
      that the Trust established under the Plan shall be exempt from taxation under
      Section 501(a) of the Code. If the Commissioner of Internal Revenue determines
      that the Plan as restated does not qualify under Section 401(a) of the Code,
      the
      Plan may be retroactively amended to so qualify.

     

    1.3    Sponsoring
      and Adopting Employers.
      The
      Company is the adopting sponsor of the Plan. Any Affiliate or Adopting Entity
      approved by the Company may also adopt the Plan, by a statement in writing,
      signed by the Affiliate or Adopting Entity and approved by the Company. The
      statement shall include the effective date of adoption of the Plan by the
      adopting Affiliate or Adopting Entity and may include any special provisions
      applicable only to employees of such adopting Affiliate or Adopting
      Entity.

     

    1.4    Incorporation
      of Trust Agreement.
      The
      Trust Agreement(s) established under the Plan shall be incorporated into, and
      made a part of, the Plan in accordance with Section 9.2. 

     

    ARTICLE
      II

    DEFINITIONS 

     

    The
      following terms, when used with an initial capital letter in this Plan, shall
      have the following meanings unless the context clearly requires a different
      meaning. 

     

    2.1    Accrued
      Benefit
      means,
      for any Participant as of any determination date, the amount of monthly
      retirement income (whether or not vested) that would be payable to the
      Participant as a Single Life Annuity at his Normal Retirement Date in accordance
      with the provisions of Section 6.1, based on the Participant’s Credited Service
      and Final Average Pay as of the date of determination. Σ
      #
      Ω

     

    2.2    Actuarial
      Equivalency
      or
Actuarial
      Equivalent
      means a
      benefit under which the present value of the expected payments is equal to
      the
      present value of the expected benefit otherwise payable under the Plan,
      determined on the basis of the following mortality and interest
      assumptions:

     

    
      	 	
              Mortality:
                

            	
              UP
                - 1984 Morality Table

            


    

    
      	 	
              Interest
                Rate: 

            	
              8%
                per annum

            


    

     

    For
      all
      such determinations to be made on or after January 1, 2007 with respect to
      both
      pre-2007 and post-2006 benefit accruals, use the following mortality and
      interest assumptions:

     

    Participant
      mortality: RP2000 Combined Healthy Mortality projected to 2010 using Projection
      Scale AA, using blend of 70% male rates and 30% female rates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Beneficiary
      mortality: RP2000 Combined Healthy Mortality projected to 2010 using Projection
      Scale AA, using blend of 30% male rates and 70% female rates.

     

    Interest
      rate: 8% per annum

     

    Notwithstanding
      the foregoing, for determinations of lump sum amounts and for purposes of
      Section 7.7(e), interest shall be the annual rate of interest on 30 year
      Treasury securities for the September preceding the year in which the lump
      sum
      amount is paid and mortality shall be as provided in the mortality table
      prescribed by the Commissioner of Internal Revenue under Section
      417(e)(3)(A)(ii)(I) of the Internal Revenue Code.

     

    For
      valuing benefits accrued on or before December 31, 1987, the Consumer Price
      Index shall be assumed to increase at least two percent (2%) per
      annum.

     

    When
      the
      term Actuarial
      Value
      is used
      herein, it shall mean the present value of a benefit computed using the factors
      and assumptions provided in this Section 2.2.

     

    If
      the
      actuarial factors for determining equivalent benefits are changed by Plan
      amendment, the benefit actually paid in any form shall not be less than the
      amount determined for the same form by applying the prior factors to the
      Participant’s Accrued Benefits as of the date the change is adopted or is
      effective, whichever is later.

     

    Notwithstanding
      any other Plan provision to the contrary, effective for distributions with
      annuity starting dates on or after January 1, 2003, the applicable mortality
      table used for purposes of adjusting any benefit or limitation under Code
      Section 415(b)(2)(B), (C), or (D) set forth in this Plan and the applicable
      mortality table used for purposes of satisfying the requirements of Code Section
      417(e) set forth in this Plan is the table prescribed in IRS Revenue Ruling
      2001-62. Ω

     

    2.3    Adopting
      Entity
      means an
      entity that, with approval of the Company, adopts this Plan for the benefit
      of
      its eligible employees.

     

    2.4    Affiliate
      means:

     

    
      	 	
              (a)

            	
              any
                corporation that is a member of a controlled group of corporations
                (as
                defined in Section 1563(a) of the Code, without regard to Sections
                1563(a)
                (4) and 1563(e)(3)(C) of the Code) with the
                Company;

            


    

     

    
      	 	
              (b)

            	
              any
                unincorporated business under common control with the Company, as
                determined under Section 414(c) of the Code and, to the extent not
                inconsistent therewith, under such rules as may be adopted by the
                Board;

            


    

     

    
      	 	
              (c)

            	
              a
                member of any affiliated service group that includes the Company,
                as
                determined under Section 414(m) of the Code;
                or

            


    

     

    
      	 	
              (d)

            	
              except
                to the extent otherwise provided in Treasury Regulations, a leasing
                organization with respect to the periods of service performed by
                any
                individual who is a leased employee (within the meaning of Section
                414(n)
                of the Code) with respect to an Affiliate (determined without regard
                to
                this paragraph (e)) or any related person (within the meaning of
                Section
                144(a)(3) of the Code).

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    A
      corporation, unincorporated business, or other organization shall qualify as
      an
      Affiliate only with respect to the period during which it satisfies one or
      more
      of the applicable descriptions in paragraphs (a) through (d), above. Except
      as
      otherwise specifically provided in the Plan, the employment of an individual
      with an Affiliate for purposes of the Plan shall not include any period with
      respect to which the corporation, unincorporated business, or other organization
      constituting the Affiliate fails to satisfy one or more of the applicable
      descriptions in paragraphs (a) through (d), above, and an individual’s
      employment with an Affiliate shall be considered terminated for purposes of
      the
      Plan no later than the date on which the corporation, unincorporated business,
      or other organization constituting the Affiliate ceases to satisfy any of the
      applicable descriptions in paragraphs (a) through (d), above. Paragraphs (c)
      and
      (d), above, shall apply solely for purposes of determining an individual’s
      Eligibility Service and Vesting Service, and shall not apply for any other
      purpose under the Plan, including, without limitation, for purposes of
      determining his Credited Service.

     

    2.5    Alternative
      Joint and Survivor Annuity
      means an
      optional form of benefit payment provided under Section 7.7(a), which may be
      elected by a Participant (with Spousal consent) pursuant to Section
      7.3.

     

    2.6    Annuity
      Starting Date
      has the
      same meaning as in Code Section 417(f), i.e., the first day of the first period
      for which an amount is payable as an annuity or, in the case of a benefit not
      payable in the form of an annuity, the first day on which all events have
      occurred which entitle the Participant to payment of such benefit.

     

    2.7    Beneficiary
      means
      any individual designated by a Participant or former Participant to receive
      a
      benefit under the Plan after the death of the Participant or former
      Participant.

     

    2.8    Benefit
      Computation Period
      means
      the period determined under Section 4.3(a).

     

    2.9    Board
      means
      the Board of Directors of the Company, the executive committee of the Board,
      and
      any other committee of the Board authorized to act on its behalf.

     

    2.10  
        Break
      in Service
      means a
      Computation Period in which an Employee fails to complete more than five hundred
      (500) Hours of Service with the Employer. Ω

     

    2.11  
        Code
      means
      the Internal Revenue Code of 1986, as amended.

     

    2.12  
        Committee
      means
      the CenturyTel Retirement Committee, also known as the CenturyTel, Inc.
      Retirement Committee, which is the committee appointed by the Board or the
      Compensation Committee of the Board to administer the Plan pursuant to Article
      X.

     

    2.13  
        Company
      means
      CenturyTel, Inc.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    2.14  
        Compensation
      means
      the sum of (a) and (b), as adjusted under (c), (d), and (e) and after applying
      the provisions of (f) as determined on the basis of the amounts actually paid
      to
      or for the benefit of a Participant during a calendar month while actively
      employed:

     

    
      	 	
              (a)

            	
              All
                nondeferred compensation reportable on Form W-2 except the
                following:

            


    

     

    
      	 	
              (1)

            	
              overtime
                or premium pay.

            


    

     

    
      	 	
              (2)

            	
              Imputed
                income from expense reimbursements or fringe
                benefits.

            


    

     

    
      	 	
              (3)

            	
              Prizes
                and awards (such as employee recognition awards and safety
                awards).

            


    

     

    
      	 	
              (4)

            	
              Payment
                for termination of employment (such as retirement bonuses, disability
                benefits and severance pay).

            


    

     

    
      	 	
              (5)

            	
              Long-term
                incentive compensation (such as stock options, restricted stock and
                stock
                appreciation rights).

            


    

     

    
      	 	
              (b)

            	
              Salary
                reduction amounts elected by the Participant under a qualified cash
                or
                deferred arrangement or a cafeteria
                plan.

            


    

     

    
      	 	
              (c)

            	
              During
                periods of reduced compensation because of such causes as illness,
                disability or leave of absence, compensation shall be figured at
                the last
                regular rate before the start of the
                period.

            


    

     

    
      	 	
              (d)

            	
              For
                Plan Years beginning prior to December 31, 2001, the maximum amount
                of
                annual compensation taken into account for any year for a Participant
                shall be $150,000 plus any cost-of-living adjustment authorized for
                the
                year by applicable regulations. For the Plan Years beginning before
                January 1, 1997, for purposes of this limit, the following shall
                apply to
                any Participant who is a highly compensated employee (as defined
                in
                Internal Revenue Code Section 414(q) and related Treasury Regulations)
                and
                is either a five percent owner or one of the 10 highest paid
                employees:

            


    

     

    
      	 	
              (1)

            	
              The
                Participant’s compensation shall be aggregated with any compensation paid
                by the Employer to the Participant’s spouse and to the Participant’s
                lineal descendants under age 19.

            


    

     

    
      	 	
              (2)

            	
              If
                the $150,000 limit is exceeded in the aggregate, pay counted for
                each
                aggregated employee shall be reduced pro rata to stay within the
                limit.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    For
      Plan
      Years beginning after December 31, 2001, the annual compensation of each
      Participant taken into account in determining allocations for any Plan Year
      beginning after December 31, 2001, shall not exceed $200,000 as adjusted for
      cost-of-living increases in accordance with Code Section 401(a)(17)(B) (for
      2007, the limit is $225,000). Annual compensation means compensation during
      the
      Plan Year or such other consecutive 12-month period over which compensation
      is
      otherwise determined under the Plan (the determination period). The
      cost-of-living adjustment in effect for a calendar year applies to annual
      compensation for the determination period that begins with or within such
      calendar year.

     

    
      	 	
              (e)

            	
              The
                reduction in the maximum compensation under (d) shall be made by
                providing
                a Participant with the greater of the following (formula with extended
                wear-away):

            


    

     

    
      	 	
              (1)

            	
              The
                Participant’s benefit accrued under the Plan as of December 31, 1993 based
                on compensation up to the maximum permitted amount of compensation
                in each
                earlier year, plus the benefit accrued on the basis of service after
                that
                date and on compensation at the reduced
                level.

            


    

     

    
      	 	
              (2)

            	
              The
                Participant’s benefit accrued on the basis of service before and after
                December 31, 1993 and on compensation at the reduced
                level.

            


    

     

    
      	 	
              (f)

            	
              For
                purposes of the definition of compensation contained in this Section
                2.14,
                and Sections 5.7 and 16.2(c) of the Plan, compensation paid or made
                available during such years shall include elective amounts that are
                not
                includable in the gross income of the Employee by reason of Code
                Sections
                125 or 132(f).

            


    

     

    2.15  
        Computation
      Period
      means an
      Eligibility Computation Period, Vesting Computation Period or Benefit
      Computation Period, as is appropriate in the context in which used. Years of
      Service and Breaks in Service will be measured on the same Computation Period
      (Eligibility, Vesting or Benefit, as applicable).

     

    2.16  
        Constituent
      Plans
      means
      the Hourly Plan, the Salaried Plan, and the Ohio Plan.

     

    2.17  
        Credited
      Service
      means
      the number of Years of Credited Service credited to a Participant for benefit
      accrual purposes pursuant to Section 4.3.

     

    2.18  
        Disability
      or Disabled
      means
      the total disability of an Employee as evidenced by the Employee’s inability to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result in
      death or to last for a continuous period of at least twelve (12) months. An
      Employee shall only be considered disabled after proof of such disability
      satisfactory to the Employer is furnished (which proof shall include a
      determination of approval for Social Security disability benefits or, if such
      is
      not available, a written statement of a licensed physician appointed or approved
      by the Employer).

     

    2.19  
        Early
      Retirement Date
      means
      any date prior to his Normal Retirement Date on which an Employee actually
      retires or is retired pursuant to Section 5.2.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    2.20  
        Eligibility
      Computation Period
      means
      the period determined under Section 4.1(a).

     

    2.21  
        Eligible
      Employee
      means an
      Employee described in Section 3.1.

     

    2.22  
        Employee
      means
      any person regularly employed by the Employer, including employees of any other
      employer required to be aggregated with the Employer under Section 414(b),
      (c),
      (m) or (o) of the Code. The term Employee shall not include any leased employee
      deemed to be an employee of the Employer as provided in Sections 414(n) or
      (o)
      of the Code, any owner-employee, as defined in Code Section 401(c)(3), or any
      self-employed individual, as defined in Code Section 401(c)(1).

     

    The
      term
      Employee shall not include an individual who is retained by the Employer
      pursuant to a contract or agreement that specifies that the individual is not
      eligible to participate in the Plan, an individual whose basic compensation
      for
      services rendered is not paid by or on behalf of the Employer, or an individual
      who is not classified as a common-law employee by the Employer, regardless
      of
      any subsequent reclassification of such individual as a “common-law employee” of
      the Employer by the Employer, any governmental agency, or any court.
Σ
      #
      Ω

     

    2.23  
        Employer
      means
      the Company, any Affiliate that has adopted the Plan, and any Adopting Entity.
      This Plan is a single plan maintained by multiple employers in which all of
      the
      Plan assets are available to pay benefits for all Participants in the Plan.
      Ω

     

    2.24  
        ERISA
      means
      the Employee Retirement Income Security Act of 1974, as amended.

     

    2.25  
        Final
      Average Pay
      means,
      effective January 1, 2007, the Participant’s average Monthly Compensation
      over the sixty (60) consecutive full calendar months of highest Monthly
      Compensation in the last one hundred twenty (120) full calendar months of
      employment with the Employer. Months separated by a period when the Employee
      is
      not in such employment shall be treated as consecutive. If an Employee has
      fewer
      than sixty (60) months of compensation, all months shall be used.
      Notwithstanding the above, the month in which a Participant is hired and the
      month in which a Participant terminates shall be counted as a full calendar
      month for purposes of computing the last 120 full calendar months, and, if
      either of such months is or both of such months are among the 60 consecutive
      months of highest Monthly Compensation, such month or months shall be counted
      among the 60 consecutive full calendar months. For purposes of computing Final
      Average Pay, Compensation for Employees of CenturyTel, Inc., any Affiliate
      or
      any Adopting Entity (not including former employees of Pacific Telecom, Inc.
      who
      became employees of CenturyTel, Inc. or an Affiliate thereof as of the date
      of
      acquisition of Pacific Telecom, Inc. by CenturyTel, Inc. or an Affiliate
      thereof) shall only be counted beginning with the 1999 Plan Year. Final Average
      Pay (formerly known as Final Average Compensation) prior to January 1, 2007
      is defined in previous Plan documents.

     

    2.26  
        Hour
      of Service
      means:


     

    
      	 	
              (a)

            	
              Each
                hour for which an Employee is compensated by the Employer, or is
                entitled
                to be so compensated, for service rendered by him to the Employer.
                These
                hours will be credited to the Employee for the computation period
                in which
                the duties are performed.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    An
      Employee whose compensation is not determined on an hourly basis or for whom
      hourly employment records are not maintained shall be credited with forty-five
      (45) Hours of Service per week.

     

    Hours
      of
      Service will be credited for eligibility, participation and vesting purposes
      for
      employment with other members of an affiliated service group (under Section
      414(m) of the Code), a controlled group of corporations (under Section 414(b)
      of
      the Code), or a group of trades or businesses under common control (under
      Section 414(c) of the Code), of which the Employer is a member, and any other
      entity required to be aggregated with the Employer pursuant to Section 414(o)
      of
      the Code and the regulations thereunder. Hours of Service for purposes of
      determining Years of Credited Service shall only include Hours of Service with
      the Employer. Hours of Service will be credited for eligibility, participation
      and vesting purposes for periods during which an Eligible Employee is on Layoff
      or a Leave of Absence. Hours of Service will also be credited for any individual
      considered an Employee under Section 414(n) or (o) of the Code, and regulations
      thereunder. 

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    2.27  
        Hourly
      Plan
      means
      the CenturyTel, Inc. Plan for Hourly-Paid Employees’ Pensions, which was merged
      into the Plan effective December 31, 2006. Special provisions set forth in
      Schedule 6.1(f)-3 govern the accrued benefits as of December 31, 2006 of
      Nonrepresented Participants (as defined in such Schedule) who were active
      Participants in the Hourly Plan on or before December 31, 2006, and all benefits
      of Represented Participants (as defined in such Schedule) who were active
      Participants in or who will become Participants in the Hourly Portion of the
      Plan on January 1, 2007 and new Represented Participants in the Hourly Plan
      portion of the Plan. Where a Section of the Plan is superceded by a provision
      in
      the Hourly Plan portion of the Plan, the #
      symbol
      will be present at the end of such section of the Plan. The provisions of the
      Plan shall not increase or duplicate benefits provided by the Hourly Plan
      portion of the Plan. 

     

    2.28  
        Layoff
      means
      the termination of employment due to the reduction of the Employer’s work force.
      An Employee shall continue as laid off until (i) the Employee retires, dies
      or
      resumes employment at the request of the Employer, (ii) the Employer notifies
      the Employee that employment has been terminated, (iii) the Employee elects
      to
      terminate employment, or the employee fails to return to work when recalled,
      or
      (iv) twelve (12) months have elapsed since the date of the Layoff. Termination
      of a Layoff under (ii), (iii) or (iv) above, shall be effective as of the date
      of the Layoff.

     

    2.29  
        Leave
      of Absence
      means
      (i) a leave authorized by the Employer if the Employee returns within the time
      prescribed by the Employer and otherwise fulfills all the conditions of the
      leave imposed by the Employer, (ii) absence because of Disability, or (iii)
      periods of military service if the Employee returns with employment rights
      protected by law. If a person on Leave of Absence fails to meet the conditions
      of the leave or fails to return to work when required, employment shall
      terminate and termination of the Leave of Absence shall be effective as of
      the
      date the leave began unless the failure is due to death or retirement. In
      authorizing Leaves of Absence, the Employer shall treat all Employees similarly
      situated alike as much as possible. 

     

    2.30  
        LTD
      Plan
      means
      the CenturyTel, Inc. Long-Term Disability Plan. 

     

    2.31  
        Monthly
      Compensation
      means
      the actual Compensation paid to or for the benefit of a Participant during
      a
      calendar month. Σ
      #

     

    2.32  
        Normal
      Form
      means
      the form of benefit payable to a Participant pursuant to Section 7.2 of this
      Plan.

     

    2.33  
        Normal
      Retirement Age
      means
      age sixty-five (65). Σ
      #

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    2.34  
        Normal
      Retirement Date
      means
      the first day of the calendar month coinciding with or following the date the
      Participant attains Normal Retirement Age.

     

    2.35  
        Ohio
      Plan
      means
      the CenturyTel, Inc. Pension Plan for Bargaining Unit Employees, which was
      merged into the Plan effective December 31, 2006. Special provisions within
      Schedule 6.1(f)-4 apply to any Participants who were active Participants in
      the
      Ohio Plan on or before December 31, 2006 who become Participants in the Plan
      on
      or after January 1, 2007 and to continuing Participants and new Participants
      in
      the Ohio Plan portion of the Plan. Where a section of the Plan is superceded
      by
      a provision in the Ohio Plan portion of the Plan, the Ω
      symbol
      will be present at the end of such section of the Plan. The provisions of the
      Plan shall not increase or duplicate benefits provided by the Ohio Plan Portion
      of the Plan.

     

    2.36  
        Participant
      means an
      Employee participating in the Plan in accordance with the provisions of Article
      III. #

     

    2.37  
        Plan
      means
      the CenturyTel Retirement Plan.

     

    2.38  
        Plan
      Administrator
      means
      the Committee.

     

    2.39  
        Plan
      Year
      means
      the calendar year, except that the first Plan Year with respect to each Employer
      shall mean the period from the Effective Date with respect to such Employer
      to
      December 31 of such year.

     

    2.40  
        Prior
      Plan
      means
      the Pacific Telecom Retirement Plan. Σ
      #
      Ω

     

    2.41  
        Qualified
      Domestic Relations Order or QDRO
      means a
“qualified domestic relations order” within the meaning of ERISA Section
      206(d).

     

    2.42  
        Qualified
      Joint and Survivor Annuity or QJSA
      means,
      for any Participant who has a Spouse at his retirement date, an 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 that is
      fifty-percent (50%) of the amount of the annuity payable during the lifetime
      of
      the Participant.

     

    2.43  
        Required
      Beginning Date
      means


     

    
      	 	
              (a)

            	
              General
                Rule.
                The required beginning date of a Participant is the later of the
                April 1
                of the calendar year following the calendar year in which the Participant
                attains age 70 1⁄2 or retires except that benefit distributions to a
                5-percent owner must commence by the April 1 of the calendar year
                following the calendar year in which the Participant attains age
                70
                1⁄2.

            


    

     

    
      	 	
              (b)

            	
              Deferral
                or Cessation of Distributions.

            


    

     

    
      	 	
              (1)

            	
              Any
                Participant attaining age 70 1⁄2 in years after 1995 may elect by April 1 of
                the calendar year following the year in which the Participant attained
                age
                70 1⁄2 (or by December 31, 1997 in the case of a Participant attaining age
                70 1⁄2 in 1996) to defer distributions until the calendar year following
                the
                calendar year in which the Participant retires. If no such election
                is
                made the Participant will begin receiving distributions by the April
                1 of
                the calendar year following the year in which the Participant attained
                age
                70 1⁄2 (or by December 31, 1997 in the case of a Participant attaining age
                70 1⁄2 in 1996).

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              Any
                Participant attaining age 70 1⁄2 in years prior to 1997 may elect to stop
                distributions and recommence by the April 1 of the calendar year
                following
                the year in which the Participant retires. There will be a new annuity
                starting date upon recommencement. 

            


    

     

    
      	 	
              (c)

            	
              5-Percent
                Owner.
                A
                Participant is treated as a 5-percent owner for purposes of this
                Section
                if such Participant is a 5-percent owner as defined in Section 416
                of the
                Code at any time during the Plan Year ending with or within the calendar
                year in which such owner attains age 70
1⁄2.

            


    

     

    
      	 	
              (d)

            	
              Distributions
                Begun.
                Once distributions have begun to a 5-percent owner under this Section,
                they must continue to be distributed, even if the Participant ceases
                to be
                a 5-percent owner in a subsequent
                year.

            


    

     

    2.44  
        Salaried
      Plan
      means
      the CenturyTel, Inc. Plan for Salaried Employees’ Pensions, which was merged
      into the Plan effective December 31, 2006. Special provisions set forth in
      Schedule 6.1(f)-2 govern the accrued benefits of Participants who were active
      Participants in the Salaried Plan (as defined in such Schedules) on or before
      December 31, 2006 and apply only to those benefits that were accrued under
      the
      Salaried Plan as of December 31, 2006. Where a section of the Plan is superceded
      by a provision in the Salaried Plan portion of the Plan, the Σ
      symbol
      will be present at the end of such section of the Plan. The provisions of the
      Plan shall not increase or duplicate benefits provided by the Salaried Plan
      portion of the Plan.

     

    2.45  
        Single
      Life Annuity
      means an
      annuity payable monthly in equal installments for the life of a Participant,
      which terminates upon the death of the Participant and does not provide any
      survivor benefits.

     

    2.46  
        Social
      Security Covered Compensation
      means
      the covered compensation amount for a person with the Participant’s Social
      Security retirement age, as determined in accordance with applicable
      regulations. The Committee may, in its discretion, use a table of Social
      Security Covered Compensation published by the Internal Revenue Service with
      rounded amounts.

     

    2.47  
        Spouse
      means
      any individual who is the opposite sex of the Participant and who is legally
      married to a Participant as of any applicable date, provided that a former
      spouse shall be treated as the spouse of a Participant to the extent provided
      under a QDRO.

     

    2.48     Trust
      Agreement
      means
      the Trust Agreement between CenturyTel, Inc. and Prudential Bank & Trust
      FSB, as from time to time amended and in effect, and any other or additional
      trust agreement under the Plan, so designated for such purpose by the Board,
      between the Company, any adopting Affiliate, or Adopting Entity, and any Trustee
      at any time acting thereunder. All of the assets held in the Trust created
      in
      the Trust Agreement shall be available to pay all benefits under the
      Plan.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    2.49  
        Trustee
      means
      the trustee under a Trust Agreement.

     

    2.50  
        Vesting
      Computation Period
      means
      the period determined under Section 4.2(a).

     

    2.51  
        Year
      of Credited Service
      means a
      Benefit Computation Period in which an Employee meets the requirements of
      Section 4.3(b) and is credited with a Year of Credited Service
      thereunder.

     

    2.52  
        Year
      of Eligibility Service
      means an
      Eligibility Computation Period in which an Employee meets the requirements
      of
      Section 4.1(b) and is credited with a Year of Eligibility Service
      thereunder.

     

    2.53  
        Year
      of Service
      means a
      Plan Year in which an Employee completes one thousand (1000) or more Hours
      of
      Service (whether or not continuous) with the Company or an Adopting Entity.
      Ω

     

    2.54  
        Year
      of Vesting Service
      means a
      Vesting Computation Period in which an Employee meets the requirements of
      Section 4.2(b) and is credited with a Year of Vesting Service thereunder.


     

    ARTICLE
      III

    ELIGIBILITY
      AND PARTICIPATION 

     

    3.1    Eligible
      Employees.
      Effective January 1, 2007, any Employee of an Employer shall be eligible to
      participate in the Plan, except for the following: 

     

    
      	 	
              (a)

            	
              Any
                Employee covered by a collective bargaining agreement that does not
                provide for participation in this
                Plan.

            


    

     

    
      	 	
              (b)

            	
              A
                leased employee treated as an employee for pension purposes solely
                because
                of Code Section 414(n).

            


    

     

    
      	 	
              (c)

            	
              A
                “casual employee” as categorized in the Employer’s personnel policies,
                generally including workers who are on call, have no regular established
                work week and no fixed days or hours of
                work.

            


    

     

    
      	 	
              (d)

            	
              A
                temporary employee hired specifically to fill temporary or occasional
                needs.

            


    

     

    
      	 	
              (e)

            	
              An
                employee of CenturyTel, Inc. or an Affiliate who was on disability
                under
                the LTD Plan as of January 1, 1999, until such time as the employee
                returns to active employment.

            


    

     

    
      	 	
              (f)

            	
              An
                employee of an Affiliate or other entity that is not an adopting
                Affiliate
                or an Adopting Entity.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      	 	
              (g)

            	
              Employees
                of the following Affiliates:

            


    

     

    
      	 	
              (1)

            	
              Century
                Marketing Solutions, LLC;

            


    

     

    
      	 	
              (2)

            	
              CenturyTel
                Interactive Company;

            


    

     

    
      	 	
              (3)

            	
              CenturyTel
                Security Systems, Inc.;

            


    

     

    
      	 	
              (4)

            	
              CenturyTel
                Holdings, Inc; and

            


    

     

    
      	 	
              (5)

            	
              CenturyTel
                Investments of Texas, Inc.

            


    

     

    Effective
      January 1, 1999, the Company became the sponsor of this Plan, and Employees
      of
      the Company, any adopting Affiliate, and any Adopting Entity became eligible
      to
      participate in this Plan effective January 1, 1999. Σ
      # Ω

     

    3.2    Requirements
      for Participation.
      To be
      eligible to participate in the Plan, an Employee must: 

     

    
      	 	
              (a)

            	
              Be
                an Eligible Employee under Section
                3.1;

            


    

     

    
      	 	
              (b)

            	
              Complete
                one (1) Year of Eligibility Service, as determined under Section
                4.1;
                and

            


    

     

    
      	 	
              (c)

            	
              Attain
                age twenty-one (21). #
                Ω

            


    

     

    3.3    Effective
      Time of Participation.
      An
      Eligible Employee who meets the requirements of Section 3.2 shall be a
      Participant in the Plan as of the first day of the Eligibility Computation
      Period in which the Employee meets such requirements.

     

    3.4    Reassignment
      and Reemployment.
      In the
      event an Employee who is not a member of the eligible class of Employees becomes
      a member of the eligible class, such Employee shall be eligible to participate
      immediately.

     

    In
      the
      event a Participant is no longer a member of the eligible class of Employees
      and
      becomes ineligible to participate, such Employee shall be eligible to
      participate immediately upon returning to the eligible class of
      Employees.

     

    A
      former
      Participant shall become a Participant immediately upon returning to the employ
      of the Employer if such former Participant is a member of the eligible class
      of
      Employees when re-employed.

     

    3.5    Waiver
      of Participation.
      The
      Employer may grant a waiver of participation to any Employee who so requests.
      Whether or not such waiver shall be granted, and the terms and conditions
      (including duration) thereof, shall be made in accordance with written and
      objective rules and shall be applied in a uniform and nondiscriminatory manner.
      

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

    CREDITING
      OF SERVICE 

     

    4.1    Eligibility
      Service.

     

    
      	 	
              (a)

            	
              A
                Year of Eligibility Service for purposes of satisfying Section 3.2(b)
                shall be measured on an employment year, which is the twelve (12)
                month
                period starting on the date the Employee first performs an Hour of
                Service
                for the Employer, or an anniversary of such date (Eligibility Computation
                Period).

            


    

     

    
      	 	
              (b)

            	
              An
                Employee shall be credited with a Year of Eligibility Service for
                each
                Eligibility Computation Period in which the Employee completes at
                least
                one thousand (1000) Hours of Service.


            


    

     

    
      	 	
              (c)

            	
              For
                purposes of computing Years of Eligibility Service, an Employee’s service
                shall also include service credited under Sections 4.6 and 4.7.
                #

            


    

     

    4.2    Vesting
      Service.

     

    
      	 	
              (a)

            	
              For
                Plan Years ending prior to January 1, 1999, a Year of Vesting Service
                shall be measured on an employment year, which is the twelve (12)
                month
                period starting on the date the Employee first performs an Hour of
                Service
                for the Employer, or an anniversary of such date. For Plan Years
                commencing on or after January 1, 1999, a Year of Vesting Service
                shall be
                measured on a Plan Year (Vesting Computation
                Period).

            


    

     

    
      	 	
              (b)

            	
              Subject
                to the provisions of Section 4.5(c)(1), an Employee shall be credited
                with
                a Year of Vesting Service for each Plan Year in which the Employee
                completes at least one thousand (1000) Hours of
                Service.

            


    

     

    
      	 	
              (c)

            	
              For
                purposes of computing Years of Vesting Service, an Employee’s service
                shall include service credited under Section 4.6. In the case of
                an
                Employee who was enrolled in and met the eligibility and disability
                requirements of the LTD Plan and who has not retired and become eligible
                for a disability benefit under this Plan, service shall also include
                the
                period of time (i) commencing with the beginning of the disability
                covered by the LTD Plan and (ii) ending when eligibility for benefits
                under the LTD Plan ceases. Σ
                #

            


    

     

    4.3    Credited
      Service.

     

    
      	 	
              (a)

            	
              For
                Plan Years ending prior to January 1, 1999, a Year of Credited Service
                shall be measured on an employment year, which is the twelve (12)
                month
                period starting on the date the Participant first performs an Hour
                of
                Service for the Employer, or an anniversary of such date. For Plan
                Years
                commencing on or after January 1, 1999, service for purposes of
                determining an Employee’s Years of Credited Service shall be measured on a
                Plan Year (Benefit Computation
                Period).

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              Subject
                to the provisions of Section 4.5(a), an Employee shall be credited
                with a
                full Year of Credited Service for any Plan Year in which he has been
                credited, for service with the Employer, with at least one thousand
                (1000)
                Hours of Service.

            


    

     

    
      	 	
              (c)

            	
              In
                the case of an Employee who was eligible to the participate in the
                Plan
                and who was enrolled in and met the eligibility and disability
                requirements of the LTD Plan, who has not retired and become eligible
                for
                a disability benefit under this Plan, and who has completed ten (10)
                Years
                of Service, service for purposes of determining an Employee’s Years of
                Credited Service shall also include the period of time (i) commencing
                with
                the beginning of the disability covered by the LTD Plan and (ii)
                ending
                when eligibility for benefits under the LTD Plan ceases, with his
                rate of
                compensation immediately prior to his Disability being deemed to
                continue
                during such period for the purpose of computing Final Average
                Pay.

            


    

     

    
      	 	
              (d)

            	
              Subject
                to the provisions of Section 4.6, service of Employees of CenturyTel,
                Inc., any adopting Affiliate, and any Adopting Entity (other than
                former
                employees of Pacific Telecom, Inc. who became employees of CenturyTel,
                Inc. or an Affiliate thereof as of the date of acquisition of Pacific
                Telecom, Inc. by CenturyTel, Inc, or an Affiliate thereof) shall
                begin to
                be counted for purposes for computing Years of Credited Service effective
                January 1, 1999. Such Employees shall not be credited with Years
                of
                Credited Service for years beginning before January 1,
                1999.

            


    

     

    
      	 	
              (e)

            	
              Employees
                who were Participants in the Salaried Plan or who were Participants
                who
                were not covered by a collective bargaining agreement in the Hourly
                Plan
                before January 1, 2007 shall not be credited with Years of Credited
                Service for purposes of computing their basic benefits under Article
                VI of
                the Plan for years beginning before January 1,
                2007.

            


    

     

    
      	 	
              (f)

            	
              Employees
                who become Participants entitled to accrue basic benefits under Article
                VI
                of the Plan on or after January 1, 2007 shall not be credited with
                Years
                of Credited Service for purposes of Article VI for periods for which
                they
                are credited with years of Credited Service for benefit accrual purposes
                under the Hourly Plan portion of this Plan or under the Ohio Plan
                portion
                of this Plan.

            


    

     

    
      	 	
              (g)

            	
              Notwithstanding
                the foregoing provisions of this Section 4.3, Credited Service shall
                not
                include any period of an individual’s employment during which the
                individual is not classified by the Company, an Affiliate or an Adopting
                Entity as a common-law employee of the Company, an Affiliate, or
                an
                Adopting Entity regardless of any subsequent reclassification of
                such
                individual as a “common-law” employee of the Company, an Affiliate or an
                Adopting Entity by the Company, an Affiliate, an Adopting Entity,
                any
                governmental agency, or any court. Σ
                # Ω

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    4.4    Reemployment
      after Break in Service.

     

    
      	 	
              (a)

            	
              When
                an Employee who does not have a vested interest in his or her benefit
                under Section 5.6(b) incurs a Break in Service, and thereafter is
                reemployed by the Employer, and the number of Years of Service before
                the
                Break in Service is greater than the number of consecutive Breaks
                in
                Service, then the break in the Employee’s employment shall be bridged, and
                there shall be added to the service that has accumulated since his
                reemployment the aggregate of all previous periods of service that
                the
                Employee had prior to the break, provided that the Employee had at
                least
                one (1) Year of Service preceding the Break in Service. Years of
                Service
                for a vested Employee shall be bridged in the same manner as Years
                of
                Service for an Employee who is entitled to bridging of service under
                the
                preceding sentence.

            


    

     

    
      	 	
              (b)

            	
              Upon
                retirement or separation from service following the bridging of a
                Break in
                Service hereunder, the Employee’s benefits under this Plan shall be based
                on his Final Average Pay and Years of Credited Service both before
                and
                after the Break in Service.

            


    

     

    
      	 	
              (c)

            	
              Notwithstanding
                the foregoing, if the application of the bridging of service provisions
                contained in this Section 4.4 would result in a lower or reduced
                benefit
                for a Participant, then the provisions of this Section 4.4 shall
                not apply
                to such Participant.

            


    

     

    4.5    Transition
      Rules and Short and Overlapping Computation Periods.

     

    
      	 	
              (a)

            	
              For
                each Computation Period commencing prior to 1999, if a Participant
                was
                credited in a Plan Year with less than 2080 of Hours of Service,
                the
                Participant will be credited for such Computation Period with a fraction
                of a Year of Credited Service (not in excess of one (1)), where the
                numerator of the fraction is the number of Hours of Service credited
                to
                the Participant during such Computation Period and the denominator
                is
                2080. For Plan Years commencing in 1999 and thereafter, a Participant
                shall be credited with one (1) full Year of Credited Service if the
                Participant completes one thousand (1000) Hours of Service during
                such
                Plan Year. For the 1998 Plan Year, each Participant’s Year of Credited
                Service shall be determined pursuant to (c)(3)
                below.

            


    

     

    
      	 	
              (b)

            	
              If
                the compensation (if any) used to determine a Participant’s accrued
                benefit under any benefit formula in the Plan is so defined as to
                cause
                application of the preceding subsection (a) otherwise to violate
                the
                prohibition against double proration in 29 C.F.R. §2530.204-2(d), then the
                Participant’s compensation under such definition for any Plan Year during
                which the Participant is credited with less than 2080 of Hours of
                Service
                in the Plan Year shall be adjusted by multiplying the Participant’s
                compensation under such definition for the Plan Year by a fraction,
                the
                numerator of which is 2080 Hours of Service, and the denominator
                of which
                is the number of Hours of Service credited to the Participant during
                such
                Plan Year.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              For
                any short and/or overlapping computation period for vesting, break
                in
                service or benefit accrual purposes which arose due to the changes
                in the
                Computation Periods for Years of Vesting Service and Years of Credited
                Service, commencing on or after January 1, 1999, the following rules
                shall
                apply:

            


    

     

    
      	 	
              (1)

            	
              For
                vesting purposes, a Participant who is credited with 1000 Hours of
                Service
                in both the Computation Period commencing in 1998 and the overlapping
                Computation Period commencing January 1, 1999 shall be credited with
                two
                (2) Years of Service for vesting
                purposes.

            


    

     

    
      	 	
              (2)

            	
              For
                Break in Service purposes, an Employee who has terminated employment
                will
                have a One-Year Break in Service for each of the Computation Periods
                commencing in 1998 and commencing on January 1, 1999 if the Employee
                has
                not more than 500 Hours of Service in such Computation Periods,
                respectively.

            


    

     

    
      	 	
              (3)

            	
              For
                benefit accrual purposes, a Participant shall be credited with a
                pro-rated
                portion of a Year of Credited Service for the Computation Period
                commencing in 1998 if the Participant completes a pro-rated portion
                of
                1000 Hours of Service by December 31, 1998. The pro-rated portion
                of the
                1000-hour requirement shall be determined by multiplying the number
                of
                calendar days between the participant’s employment anniversary date and
                December 31, 1998 times 2.7.

            


    

     

    4.6    Special
      Rules for Service Under Prior Plan.
      An
      Eligible Employee shall be credited with service for all purposes under this
      Plan, including eligibility, participation, vesting and benefit accrual, for
      service credited under the terms of the Prior Plan. Notwithstanding the
      preceding sentence, this Section 4.6 shall not be applied in a manner which,
      in
      conjunction with the service crediting rules above, would result in an Employee
      being credited with more than one Year of Service in any Plan Year, and in
      such
      event, the Employee’s service credit will be limited to one (1) year of service.
      An Employee will receive service credit under this Section 4.6 only if the
      Employee is a participant in this Plan upon his initial hire by the Employer,
      and only if this Plan receives a transfer of benefit liabilities and assets
      with
      respect to such Employee from the Prior Plan. Σ
      #

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    4.7    Transfers
      Between Company, Affiliates and Adopting Entities.

     

    
      	 	
              (a)

            	
              Transfer
                of employment between the Company, an adopting Affiliate, or an Adopting
                Entity shall not be considered a termination of
                employment.

            


    

     

    
      	 	
              (b)

            	
              Service
                for an Affiliate or Adopting Entity shall only be counted after the
                date
                of affiliation, or such earlier date fixed by the Company in a statement
                of adoption.

            


    

     

    
      	 	
              (c)

            	
              Years
                of Eligibility Service and Years of Vesting Service shall be counted
                for
                service with the Company, any Affiliate, and any Adopting Entity.
                Except
                as provided in (d) below, Years of Credited Service shall be counted
                for
                service with an Employer, and a nonadopting Affiliate only if the
                obligation to pay benefits based on service with such Affiliate is
                assumed
                from a plan maintained by the Affiliate, as evidenced by a statement
                of
                assumption signed by the Company, provided to the Committee and
                communicated to Employees.

            


    

     

    
      	 	
              (d)

            	
              Years
                of Credited Service shall be counted for service with CenturyTel,
                Inc. or
                any Affiliate beginning as of January 1, 1999, and service with
                CenturyTel, Inc. or any adopting Affiliate prior to January 1, 1999,
                shall
                not be counted under this Plan for purposes of determining Years
                of
                Credited Service.

            


    

     

    
      	 	
              (e)

            	
              An
                Employee’s Year of Credited Service for the year in which the Employee
                transfers to or from employment with an Employer shall be determined
                as
                follows:

            


    

     

    
      	 	
              (1)

            	
              The
                total number of days worked by the Employee for an Employer during
                a Plan
                Year shall be divided by 365.

            


    

     

    
      	 	
              (2)

            	
              The
                total number of hours worked by the Employee for the Company, any
                Affiliate and any Adopting Entity for the Plan Year shall be determined
                and shall be utilized to determine if the Employee would have been
                entitled to be credited with a Year of Credited Service under Section
                4.3
                if the Employee had worked for an Employer during the entire Plan
                Year.
                

            


    

     

    
      	 	
              (3)

            	
              The
                result of the determination under (2) above, shall be multiplied
                by the
                fraction resulting from the computation under (1) above, and the
                result
                shall be the fractional Year of Credited Service, if any, credited
                to the
                Employee under this Plan for such Plan Year.


            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

    BENEFITS
      ON RETIREMENT, DEATH,

    DISABILITY
      AND TERMINATION OF EMPLOYMENT

     

    5.1    Normal
      Retirement.
      An
      Employee who attains Normal Retirement Age shall have the right to retire with
      a
      fully vested and nonforfeitable basic benefit computed in accordance with
      Section 6.1, subject to the limitations contained in Section 5.7, commencing
      as
      of the first day of the month coinciding with or immediately following his
      retirement. Σ
      # Ω

     

    5.2    Early
      Retirement.

     

    
      	 	
              (a)

            	
              An
                Employee who has attained age fifty-five (55) and completed five
                (5) Years
                of Credited Service may retire before attaining Normal Retirement
                Age and
                shall be entitled to a benefit
                hereunder.

            


    

     

    
      	 	
              (b)

            	
              The
                benefit provided on Early Retirement under this Section 5.2 shall
                be a
                fully vested and nonforfeitable benefit computed in accordance with
                Section 6.2, subject to the limitations contained in Section 5.7.
                Σ
                #

            


    

     

    5.3    Deferred
      Retirement.
      An
      Employee who continues to work for the Employer after his Normal Retirement
      Age
      shall be entitled to a deferred retirement benefit, computed in accordance
      with
      Section 6.3, subject to the limitations contained in Section 5.7. Σ
      # Ω

     

    5.4    Disability
      Retirement.
      An
      Employee shall be entitled to a disability retirement benefit if he becomes
      Disabled. An Employee’s disability retirement benefit will be computed in
      accordance with Section 6.4, and will commence as of the first day of the month
      coinciding with or following the Employee’s Normal Retirement Age; provided,
      however, that an Employee may elect an early commencement of his disability
      retirement benefit pursuant to Section 7.11. Σ
      # Ω

     

    5.5    Spouse’s
      Benefit.
      A Spouse
      of a Participant shall be entitled to a benefit computed in accordance with
      Section 6.5 if the Participant dies before the Annuity Starting Date and if
      the
      requirements of (a) or (b), below, are met, and the requirement of (c), below,
      is met. 

     

    
      	 	
              (a)

            	
              the
                Participant was employed by the Employer on his date of death and
                had
                earned a nonforfeitable right to benefits
                hereunder.

            


    

     

    
      	 	
              (b)

            	
              (1)

            	
              the
                Participant had terminated employment with the Employer after attaining
                Normal Retirement Age or becoming eligible for an early retirement
                benefit
                under Section 5.2 or a disability retirement benefit under Section
                5.4;
                or

            


    

     

    
      	 	
              (2)

            	
              the
                Participant had terminated employment with the Employer after earning
                a
                nonforfeitable right to benefits hereunder but prior to attaining
                Normal
                Retirement Age or becoming eligible for an early or disability retirement
                benefit hereunder.

            


    

     

    
      	 	
              (c)

            	
              the
                Participant was legally married to the surviving spouse at death
                and was
                so married for the year preceding death.


            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    The
      spouse of a Participant who has a Platteville employee contribution account
      under Schedule 6.1(f)-1 to the Plan shall be entitled to a benefit determined
      under Section 6.5(d) upon the death of the Participant.

     

    No
      Spouse’s benefit shall be payable to the Spouse of a Participant who dies before
      the Annuity Starting Date without having met the requirements of this Section
      5.5. Except as otherwise provided in the Plan, whether a Participant has earned
      a nonforfeitable right to a benefit shall be determined in accordance with
      Section 5.6(b). Σ
      #

     

    5.6    Benefit
      on Termination of Employment.

     

    
      	 	
              (a)

            	
              A
                Participant who terminates employment prior to becoming eligible
                for a
                normal, early or disability retirement benefit hereunder, and prior
                to his
                death, shall be entitled to a benefit computed in accordance with
                Section
                6.6, subject to the vesting schedule in (b) below, and the limitations
                contained in Section 5.7.

            


    

     

    
      	 	
              (b)

            	
              Participants
                shall earn a nonforfeitable interest in their benefits under this
                Plan
                according to the following
                schedule:

            


    

     

    
      	
              YEARS
                OF VESTING SERVICE

            	
              VESTING
                PERCENTAGE

            
	 	 
	
              less
                than five (5)

            	
              0%

            
	
              five
                (5) or more

            	
              100%

            


    

    


    Notwithstanding
      the foregoing schedule, a Participant’s right to benefits under this Plan shall
      be fully vested and nonforfeitable upon attainment of Normal Retirement Age,
      upon meeting the requirements for an early retirement benefit under Section
      5.2,
      upon meeting the requirements for a disability benefit under Section 5.4, and
      upon the death of the Participant.

     

    
      	 	
              (c)

            	
              Notwithstanding
                the vesting schedule in (b), above, a Participant’s Accrued Benefit shall
                be fully vested and become nonforfeitable upon the occurrence of
                any of
                the following events, each of which shall be referred to herein as
                a
                “Change of Control”:

            


    

     

    
      	 	
              (1)

            	
              the
                acquisition by any person of beneficial ownership of 30% or more
                of the
                outstanding shares of the Company’s common stock, $1.00 par value per
                share (the “Common Stock”), or 30% or more of the combined voting power of
                the Company’s then outstanding securities entitled to vote generally in
                the election of directors; provided, however, that for purposes of
                this
                subsection (1), 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 Section 5.6(c)(3)) of Common
                Stock
                directly from the Company,

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              any
                acquisition of Common Stock by the Company or its subsidiaries,
                

            


    

     

    
      	 	
              (iii)

            	
              any
                acquisition of Common Stock by any employee benefit plan (or related
                trust) sponsored or maintained by the Company or any corporation
                controlled by the Company, or 

            


    

     

    
      	 	
              (iv)

            	
              any
                acquisition of Common Stock by any corporation pursuant to a Business
                Combination that does not constitute a Change of Control under Section
                5.6(c)(3); or 

            


    

     

    
      	 	
              (2)

            	
              individuals
                who, as of January 1, 2000, constituted the Board of Directors of
                the
                Company (the “Incumbent Board”) cease for any reason to constitute at
                least a majority of the Board of Directors, provided, however, that
                any
                individual becoming a director subsequent to such date whose election,
                or
                nomination for election by the Company’s shareholders, was approved by a
                vote of at least two-thirds of the directors then comprising the
                Incumbent
                Beard 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
                

            


    

     

    
      	 	
              (3)

            	
              consumption
                of a reorganization, share exchange, merger or consolidation (including
                any such transaction involving any direct or indirect subsidiary
                of the
                Company), or sale or other disposition of all or substantially all
                of the
                assets of the Company (a “Business Combination”); provided, however, that
                in no such case shall any transaction constitute a Change of Control
                if
                immediately following such Business
                Combination:

            


    

     

    
      	 	
              (i)

            	
              the
                individuals and entities who were the beneficial owners of the Company’s
                outstanding Common Stock and the Company’s voting securities entitled to
                vote generally in the election of directors immediately prior to
                such
                Business Combination have direct or indirect beneficial ownership,
                respectively, of more than 50% of the then outstanding shares of
                common
                stock, and more than 50% of the combined voting power of the then
                outstanding voting securities entitled to vote generally in the election
                of directors of the surviving or successor corporation, or, if applicable,
                the ultimate parent company thereof (the “Post-Transaction
                Corporation”);

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    
      	 	
              (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 the Company, the
                Post-Transaction Corporation or any subsidiary of either corporation)
                beneficially owns, directly or indirectly, 20% or more of the then
                outstanding shares of common stock of the corporation resulting from
                such
                Business Combination or 20% or more of the combined voting power
                of the
                then outstanding voting securities of such corporation;
                and

            


    

     

    
      	 	
              (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

            


    

     

    
      	 	
              (4)

            	
              approval
                by the shareholders of the Company of a complete liquidation or
                dissolution of the Company.

            


    

     

    For
      purposes of this Section 5.6(c), 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.
Σ
      # Ω

     

    5.7    Limitations
      on Pensions.
      (Effective January 1, 2002)

     

    
      	 	
              (a)

            	
              In
                addition to any other limits set forth in the Plan, and notwithstanding
                any other provision of the Plan, in no event shall the annual amount
                of
                any retirement benefit payable with respect to a Participant under
                the
                Plan exceed the maximum annual amount permitted by Section 415 of
                the Code
                for a retirement benefit payable in the form and commencing at the
                age
                provided for with respect to the Participant. The determination in
                the
                preceding sentence shall be made after taking into account the retirement
                benefits payable with respect to the Participant under all other
                defined
                benefit plans required to be aggregated with this plan under Section
                415(f) (1)(A) of the Code.

            


    

     

    
      	 	
              (b)

            	
              If
                the limits imposed by subsection (a) above would otherwise be exceeded
                with respect to a Participant, the retirement benefits with respect
                to the
                Participant under the plans described in subsection (a) above shall
                be
                reduced until those limits are satisfied. Reductions shall be made
                in
                reverse chronological order, that is, on a plan-by-plan basis, beginning
                with the plan under which the Participant most recently accrued a
                benefit
                or was allocated an annual addition, and ending with the plan under
                which
                the Participant least recently accrued a benefit. However, in the
                event of
                a reduction of benefit from this Plan, reduction should be in the
                following sequence: 6.1(a)(1), 6.1(a)(2), 6.1(a)(3), 6.1(a)(4), 6.1(a)(5)
                and 6.1(a)(6).

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              The
                limits imposed by subsection (a), above, shall be applied on the
                basis
                of:

            


    

     

    
      	 	
              (1)

            	
              the
                assumptions described below,

            


    

     

    
      	 	
              (i)

            	
              The
                mortality table used for purposes of adjusting any benefit or limitation
                under Code Section 415(b)(2)(B),(C) or (D) shall be the “applicable
                mortality table” prescribed from time-to-time by the Secretary of the
                Treasury for purposes of Code Section
                417(e).

            


    

     

    
      	 	
              (ii)

            	
              The
                interest rate used for purposes of adjusting any benefit or limitation
                under Code Section 415(b)(2)(B),(C) or (D) except forms of benefit
                subject
                to Section 417(e) of the Code, shall be
                5%.

            


    

     

    
      	 	
              (iii)

            	
              The
                interest rate used to adjust the limitation under Code Section
                415(b)(2)(B) of the Code for forms of benefit subject to Section
                417(e) of
                the Code shall be the “applicable interest rate” under Code Section 417(e)
                for years prior to 2004. For 2004 and 2005, the interest rate shall
                be
                5.5%. For years after 2005 the interest rate shall be the greater
                of (i)
                5.5% or (ii) the rate that provides a benefit of not more than 105
                percent
                of the benefit that would be provided if the applicable interest
                rate (as
                defined in Code Section 417(e)) were the interest rate
                assumption.

            


    

     

    
      	 	
              (2)

            	
              the
                definition of compensation in Treas. Reg. Section
                1.415-2(d)(11)(i),

            


    

     

    
      	 	
              (3)

            	
              any
                cost-of-living increase that the Plan is permitted to take into account
                under Section 415(d) of the Code,

            


    

     

    
      	 	
              (4)

            	
              any
                applicable transition rule prescribed in Section 1106(i) of the Tax
                Reform
                Act of 1986, and

            


    

     

    
      	 	
              (5)

            	
              any
                other applicable transition rule that preserves a Participant’s accrued
                benefit under the Plan as of the effective date of the enactment
                or
                amendment of Section 415 of the
                Code.

            


    

     

    
      	 	
              (d)

            	
              Notwithstanding
                the foregoing, the application of this Section 5.7 shall not cause
                a
                Participant’s accrued benefit (including any optional benefit) determined
                under the provisions of the Plan to be less than the greater
                of:

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    
      	 	
              (1)

            	
              the
                Participant’s accrued benefit based on all service credited under the Plan
                taking into account the limitations of Section 415 of the Code in
                effect
                as of the date of the determination;
                or

            


    

     

    
      	 	
              (2)

            	
              the
                sum of

            


    

     

    
      	 	
              (i)

            	
              the
                Participant’s accrued benefit under the terms of the Prior Plans in effect
                as of December 31, 1999, taking into account the limitations of Section
                415 of the Code in effect as of December 7, 1994,
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Participant’s accrued benefit based solely on service after December 31,
                1999, taking into account the limitations of Section 415 of the Code
                in
                effect as of the date of the
                determination.

            


    

     

    This
      Section 5.7 is intended to satisfy the requirements imposed by Section 415
      of
      the Code and shall be construed in a manner that will effectuate this intent.
      This Section 5.7 shall not be construed in a manner that would impose
      limitations that are more stringent than those required by Section 415 of the
      Code.

     

    5.8    Death
      Benefit.
      A
      Participant’s Beneficiary or a terminated vested Participant’s Beneficiary shall
      be entitled to a benefit calculated in accordance with Section 6.9 if the
      Participant or the terminated vested Participant dies before his Annuity
      Starting Date. 

     

    ARTICLE
      VI

    COMPUTATION
      OF BENEFIT AMOUNTS 

     

    6.1    Normal
      Retirement Benefit.

     

    
      	 	
              (a)

            	
              Except
                as provided in Section 6.1(b) and subject to the limitations contained
                in
                Section 5.7, the basic benefit on normal retirement for a person
                retiring
                on or after January 1, 1990 is a monthly pension for the life of
                the
                Participant equal to the sum of: 

            


    

     

    
      	 	
              (1)

            	
              Years
                of Credited Service (YCS) as of December 31, 1998, up to a maximum
                of
                thirty (30), times the sum of 1.3 percent of Final Average Pay (FAP)
                plus
                .65 percent of Final Average Pay in excess of social Security Covered
                Compensation (SSCC), as follows: 

            


    

     

    YCS
      (up
      to 30) X ((1.3%X FAP) + (.65% X (FAP - SSCC))), and 

     

    
      	 	
              (2)

            	
              Years
                of Credited Service (YCS) accrued after December 31, 1998, up to
                a maximum
                of thirty (30), taking into account Years of Credited Service under
                clause
                (1), above, first in determining the thirty (30) year maximum, times
                the
                sum of 0.50 percent of Final Average Pay plus 0.50 percent of Final
                Average Pay in excess of Social Security Covered Compensation (SSCC),
                as
                follows: 

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    YCS
      (up
      to 30, taking into account benefit years under (1), above, first) X (.50% X
      FAP
      + .50% X (FAP-SSCC)).

     

    
      	 	
              (3)

            	
              For
                a Participant listed in Schedule 6.1(a)(3), the amount specified
                in
                Schedule 6.1(a)(3) with respect to such
                Participant.

            


    

     

    
      	 	
              (4)

            	
              For
                a Participant listed in Schedule 6.1(a)(4), the amount specified
                in
                Schedule 6.1(a)(4) with respect to such
                Participant.

            


    

     

    
      	 	
              (5)

            	
              For
                a Participant listed in Schedule 6.1(a)(5), the amount specified
                in
                Schedule 6.1(a)(5) with respect to such Participant.
                

            


    

     

    
      	 	
              (6)

            	
              In
                no event shall a Participant’s Accrued Benefit, expressed as an annual
                benefit payable at Normal Retirement Date, be less than $650, and
                in no
                event shall a Participant’s Accrued Benefit be less than his or her
                Accrued Benefit (if any) as of December 31,
                2006.

            


    

     

    
      	 	
              (b)

            	
              Except
                as provided in Section 6.1(d) below, for Participants covered by
                a
                collective bargaining agreement that provides for participation in
                this
                Plan, and subject to the limitations contained in Section 5.7, the
                basic
                benefit on normal retirement for a person retiring on or after January
                1,
                1990 is a monthly pension for the life of the Participant equal to
                the
                number of Years of Credited Service (YCS), up to a maximum of thirty
                (30),
                times the sum of 1.3 percent of Final Average Pay (FAP) plus .65
                percent
                of Final Average Pay in excess of Social Security Covered Compensation
                (SSCC) as follows: 

            


    

     

    YCS
      (up
      to 30) X ((1.3% X FAP) + (.65% X (FAP - SSCC))).

     

    
      	 	
              (c)

            	
              Notwithstanding
                the provisions of (a) and (b), above, the benefit of former employees
                of
                Pacific Telecom, Inc. who were on long-term disability under the
                Pacific
                Telecom, Inc. Long-Term Disability Plan as of December 31, 1998 shall,
                subject to the limitations contained in Section 5.7, be computed
                in
                accordance with the benefit formula contained in Section 6.1(b),
                above.

            


    

     

    
      	 	
              (d)

            	
              If
                a Participant either becomes covered by a collective bargaining agreement
                which provides for participation in this Plan or ceases to be so
                covered,
                the Participant’s basic benefit shall be determined by applying Section
                6.1(a) above to the time period during which the Participant is not
                covered by a collective bargaining agreement which provides for
                participation in this Plan, and Section 6.1(b) above shall apply
                to the
                time period during which the Participant is so covered unless the
                collective bargaining agreement provides that the Participant’s basic
                benefit shall be determined by applying Section 6.1(a), in which
                case it
                shall apply to his Years of Credited Service after Section 6.1(a)
                begins
                to apply. In the event a Participant’s basic benefit is determined under
                both Section 6.1(a) and (b) for periods within a single Plan Year,
                the
                Participant shall not be given duplicate credit under both Section
                6.1(a)
                and 6.1(b), but each period shall be counted only once in determining
                the
                Participant’s basic benefit.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    
      	 	
              (e)

            	
              Effective
                on and after January 1, 2007, if a Participant ceases accruing benefits
                under a Constituent Plan portion of this Plan and begins accruing
                benefits
                under Section 6.1(a) (the date of such cessation and beginning being
                his
                “Transfer Date”), his Credited Service for purposes of calculating his
                Normal Retirement Benefit under the Constituent Plan portion(s) of
                this
                Plan will not increase after his Transfer Date and his benefit shall
                be
                the greatest of: (1) his benefit under the Constituent Plan(s) plus
                the
                additional benefit under Section 6.1(a), (2) his Minimum Benefit
                (if
                applicable) under the Constituent Plan(s) or (3) the benefit under
                Section
                6.1(a)(6) of this Plan.

            


    

     

    
      	 	
              (f)

            	
              The
                benefits for certain employees of certain Affiliates and Adopting
                Entities
                and certain benefits from the Constituent Plans and other plans are
                determined in accordance with Schedules 6.1(f)-1 through 6.1(f)-4.
                Employees of certain acquired and adopting companies are governed
                by
                special rules for eligibility, vesting, benefits and other features,
                as
                set forth in Schedule 6.1(f)-1. Benefits attributable to service
                prior to
                January 1, 2007 for Participants in the following plans are governed
                by
                the following Schedules:

            


    

     

    
      	
              Plan

            	
              Schedule

            
	
              Salaried
                Plan

            	
              Schedule
                6.1(f)-2

            
	
              Hourly
                Plan

            	
              Schedule
                6.1(f)-3

            
	
              Ohio
                Plan

            	
              Schedule
                6.1(f)-4

            


    

     

    In
      addition, the benefits of Represented Employees (as defined in Schedules
      6.1(f)-3 and 6.1(f)-4) attributable to employment with the Employer on and
      after
      January 1, 2007 continue to be governed by the terms of Schedules 6.1(f)-3
      and
      6.1(f)-4, until such time as such Employees become Nonrepresented Employees
      (i.e. until such time as such Employees cease to be covered by a collective
      bargaining agreement that provides for participation in the Hourly Plan portion
      of the Plan or the Ohio Plan portion of the Plan). Σ
      # Ω

     

    6.2    Early
      Retirement Benefit.
      On early
      retirement, the basic benefit shall be the normal retirement benefit under
      Section 6.1 reduced as follows. The amount of basic benefit attributable to:
      (1)
      the appropriate percentage of Final Average Pay determined under Section 6.1(a)
      or 6.1(b) (the Base Benefit); (2) the amount attributable to the appropriate
      percentage of Final Average Pay in excess of Social Security Covered
      Compensation determined under Section 6.1(a) or 6.1(b) (the Excess Benefit);
      and
      (3) the amounts specified in Section 6.1(a)(3) and 6.1(a)(4) (both of which
      utilize the Excess Benefit Percentage); shall be adjusted to the Annuity
      Starting Date by the percentages prescribed in the following table,
      interpolating between ages through the last full month. Σ
      # Ω

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
              Age
                at Benefit Starting Date

            	
              Base
                Benefit Percentage

            	
              Excess
                Benefit Percentage

            
	
              64

            	
              100%

            	
              92%

            
	
              63

            	
              100%

            	
              84%

            
	
              62

            	
              100%

            	
              76%

            
	
              61

            	
              95%

            	
              72%

            
	
              60

            	
              90%

            	
              68%

            
	
              59

            	
              84%

            	
              64%

            
	
              58

            	
              78%

            	
              60%

            
	
              57

            	
              72%

            	
              56%

            
	
              56

            	
              66%

            	
              52%

            
	
              55

            	
              60%

            	
              48%

            


    

    


    6.3    Deferred
      Retirement Benefit.

     

    
      	 	
              (a)

            	
              On
                deferred retirement, the basic benefit shall be that for normal retirement
                based on Years of Credited Service and Final Average Pay at actual
                retirement. 

            


    

     

    
      	 	
              (b)

            	
              The
                monthly normal retirement benefit payable with respect to a Participant
                who continues in employment with the Employer or an Affiliate after
                his
                Normal Retirement Date shall be determined as provided in paragraph
                (1),
                and, if applicable, (2). 

            


    

     

    
      	 	
              (1)

            	
              For
                the period beginning on the Participant's Normal Retirement Date
                and
                ending on the April 1 following the calendar year in which he reaches
                age
                70 1/2, his "adjusted normal retirement benefit" shall be the greater
                of:

            


    

     

    
      	 	
              (i)

            	
              the
                Participant's Accrued Benefit as of the date such benefit
                is being determined; or

            


    

     

    
      	 	
              (ii)

            	
              the
                Actuarial Equivalent (as of the date such benefit is being determined)
                of
                the Participant's Accrued Benefit as of his Normal Retirement Date,
                based
                on the number of months his Annuity Starting Date follows his Normal
                Retirement Date (but no later than the April 1 following the calendar
                year
                in which the Participant attains age 70
                1/2).

            


    

     

    
      	 	
              (2)

            	
              For
                the period beginning on the April 1 following the calendar year in
                which
                he reaches age 70 1/2, the Participant's monthly retirement benefit
                shall
                be adjusted as of each "determination date" (as defined in this Section).
                His "adjusted normal retirement benefit" shall be the greater
                of:

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    
      	 	
              (i)

            	
              the
                Participant's Accrued Benefit as of the "determination date";
                or

            


    

     

    
      	 	
              (ii)

            	
              the
                Actuarial Equivalent on the "determination date" of the Participant's
                "adjusted normal retirement benefit" determined under this Section
                for the
                prior "determination date" (as defined in this
                Section).

            


    

     

    For
      purposes of this Section 6.3(b), a "determination date" means the last day
      of
      each calendar year during the period beginning with the calendar year following
      the calendar year in which the Participant attains age 70 1/2 and ending on
      the
      earlier of (i) the date the Participant retires from employment with the
      Employer and all Affiliates, or (ii) his Annuity Starting Date, except that
      the
      first "determination date" is the April 1 following the calendar year in which
      the Participant attains age 70-1⁄2. 

    


    No
      reduction shall be made to a Participant's monthly normal retirement benefit
      after the earlier of (i) the date the Participant retires from employment with
      the Employer and all Affiliates, or (ii) his Annuity Start Date. However, If
      the
      Participant continues to accrue benefits under the Plan, such accruals shall
      be
      reduced by the Actuarial Equivalent of any benefits received

    


    
      	 	
              (c)

            	
              If
                benefits start under Section 7.10 to a Participant during employment
                the
                following shall apply: 

            


    

     

    
      	 	
              (1)

            	
              The
                starting date under Section 7.10 shall be the Annuity Starting
                Date.

            


    

     

    
      	 	
              (2)

            	
              All
                provisions with respect to the time, form and amount of benefit shall
                apply as of the Annuity Starting Date. The form of benefit determined
                as
                of that date shall be final and shall not be reopened at later termination
                of employment. The amount of benefit for service to the Annuity Starting
                Date shall not be changed by later changes in Final Average
                Pay.

            


    

     

    
      	 	
              (3)

            	
              Additional
                accruals shall be calculated at each calendar year-end after the
                Annuity
                Starting Date as follows:

            


    

     

    
      	 	
              (i)

            	
              The
                additional benefit shall be based on additional service and on Final
                Average Pay as of the year-end. 

            


    

     

    
      	 	
              (ii)

            	
              Added
                benefits shall be in the form determined under (2)
                above.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    
      	 	
              (iii)

            	
              In
                the year in which the Employee terminates employment the date of
                termination shall be substituted for
                year-end.

            


    

     

    
      	 	
              (4)

            	
              The
                preretirement death benefit for a spouse under Section 5.5 will not
                apply
                if the Participant dies after the Annuity Starting
                Date.

            


    

     

    6.4    Disability
      Retirement Benefit.
      The
      annual benefit amount payable to a disabled Participant shall be computed in
      the
      same manner as the basic benefit under Section 6.1, determined on the basis
      of
      Years of Credited Service and Final Average Pay at retirement and Social
      Security Covered Compensation at Disability. Σ
      # Ω

     

    6.5    Spouse’s
      Benefit.
      The
      benefit payable to a Spouse who qualifies for a Spouse’s benefit under Section
      5.5 shall be determined as follows: 

     

    
      	 	
              (a)

            	
              If
                at death the Participant is age fifty-five (55) or over, or actively
                employed by the Employer with thirty (30) or more Years of Service,
                the
                benefit of the Spouse shall be the amount payable to the Spouse as
                Beneficiary under the survivor annuity portion of the Qualified Joint
                and
                Survivor Annuity with respect to the Participant, determined as though
                the
                Participant had retired on the first day of the month in which death
                occurs. On the death of a Participant with thirty (30) or more Years
                of
                Service before age fifty-five (55), the Participant shall be assumed
                to be
                age fifty-five (55) for purposes of this subparagraph
                (a).

            


    

     

    
      	 	
              (b)

            	
              If
                the Participant does not meet the requirements of (a), above, at
                death,
                the benefit of the Spouse shall be the amount payable to the Spouse
                as
                Beneficiary under the survivor annuity portion of the Qualified Joint
                and
                Survivor Annuity with respect to the Participant, determined as though
                the
                Participant had separated from service on the date of death, if not
                already separated, and had survived until age fifty-five
                (55).

            


    

     

    
      	 	
              (c)

            	
              Notwithstanding
                the foregoing, if at the time of death the Actuarial Value of the
                Participant’s Accrued Benefit is such that the provisions of Section 7.9
                would have applied to require a lump sum payment of such Participant’s
                Accrued Benefit if the Participant had terminated employment on the
                date
                or his or her death, the Spouse shall be paid the amount of the lump
                sum
                payment as determined under Section
                7.9.

            


    

     

    
      	 	
              (d)

            	
              In
                addition to any benefit to which a Spouse may be entitled under this
                Plan,
                a Spouse of a Participant who has a Platteville employee contribution
                account under Section 6.1(f)-1 to the Plan shall be entitled to a
                benefit
                upon the death of the Participant equal to the value of such account.
                Σ
                # Ω

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    6.6    Benefits
      for Terminated Vested Employees.

     

    
      	 	
              (a)

            	
              The
                benefit amount payable on or after Normal Retirement Age to a Participant
                who terminates employment prior to death, disability or meeting the
                requirements for Early Retirement under Section 5.2, and with a
                nonforfeitable interest (in whole or in part) in his accrued benefit
                hereunder shall be computed in accordance with Section 6.1, based
                on Years
                of Credited Service, Final Average Pay and Social Security Covered
                Compensation at termination of employment.


            


    

     

    
      	 	
              (b)

            	
              If
                a terminated vested Participant elects early commencement of benefits
                under Section 7.1(f), the benefit payable on such an early commencement
                of
                benefits shall be the Accrued Benefit, reduced to the Annuity Starting
                Date under the following table, interpolating between ages through
                the
                last full month. Σ
                # Ω 

            


    

     

    
      	
              Age
                at Annuity Starting Date

            	
              Benefit
                Percentage

            
	
              64

            	
              88%

            
	
              63

            	
              78%

            
	
              62

            	
              68%

            
	
              61

            	
              61%

            
	
              60

            	
              54%

            
	
              59

            	
              48%

            
	
              58

            	
              43%

            
	
              57

            	
              38%

            
	
              56

            	
              34%

            
	
              55

            	
              30%

            


    

    


    6.7    Reduction
      for Other Benefits.

     

    
      	 	
              (a)

            	
              If
                an Employee becomes entitled to workers’ compensation benefits for
                disability, the normal retirement basic benefit shall be reduced
                as
                follows: 

            


    

     

    
      	 	
              (1)

            	
              Each
                monthly benefit shall be reduced by the amount of any workers’
                compensation installment payment for that month.
                

            


    

     

    
      	 	
              (2)

            	
              The
                total benefit shall be reduced actuarially by the portion of any
                lump sum
                workers’ compensation award that is actuarially attributable to years
                after normal retirement date. 

            


    

     

    
      	 	
              (b)

            	
              If
                an Employee becomes entitled to benefits under any other defined
                benefit
                pension maintained by an Employer, based on service counted for purposes
                of determining Years of Credited Service under this Plan, the Employee’s
                benefit under this Plan shall be reduced by the Actuarial Equivalent
                of
                the Employee’s benefit based on such service under the other Plan.
                Ω

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    6.8    Cost
      of Living Adjustment.

     

    
      	 	
              (a)

            	
              The
                amount currently payable to each Participant who has no Hours of
                Service
                after December 31, 1987, or to the Spouse or other Beneficiary of
                such a
                Participant, shall be adjusted by the amount under (b), below, as
                follows:
                

            


    

     

    
      	 	
              (1)

            	
              The
                adjustment shall be made each January 1 beginning with the first
                January
                that is at least twelve (12) months after benefits payments
                commence.

            


    

     

    
      	 	
              (2)

            	
              The
                adjustment shall be made to the benefit actually being paid after
                conversion to an optional form.

            


    

     

    
      	 	
              (b)

            	
              The
                adjustment under (a) shall be the lesser
                of:

            


    

     

    
      	 	
              (1)

            	
              The
                percentage increase in the U.S. Consumer Price Index (all items)
                during
                the twelve (12) months ending with the September index preceding
                the
                adjustment date, and 

            


    

     

    
      	 	
              (2)

            	
              Two
                (2) Percent.

            


    

     

    
      	 	
              (c)

            	
              If
                the Consumer Price Index decreases during the period described in
                (b) (1), no downward adjustment in retirement benefits shall be made.
                Any such decrease shall offset any subsequent
                increases.

            


    

     

    
      	 	
              (d)

            	
              The
                benefit of a Participant who has Hours of Service after December
                31, 1987
                shall not be adjusted as provided above. The amount of the benefit
                shall
                be at least as much as the actuarial equivalent of the Participant’s
                accrued benefit under the Prior Plan as of December 31, 1987, including
                the value of potential cost-of-living adjustments.
                

            


    

     

    6.9    Death
      Benefit.
      The
      one-time benefit amount payable to a Participant’s Beneficiary who qualifies for
      a death benefit under Section 5.8 shall be $500.

     

    ARTICLE
      VII

    TIMING
      AND FORM OF BENEFIT PAYMENTS 

     

    7.1    Commencement
      of Benefits.
      Subject
      to the provisions of Sections 7.9 and 7.10, benefits to a Participant (or Spouse
      under Sections 5.5 and 6.5) shall commence as of the following dates:


     

    
      	 	
              (a)

            	
              For
                normal retirement benefits under Section 5.1 and 6.1, as of the last
                day
                of the month in which the Participant’s Normal Retirement Date occurs,
                unless the Participant elects deferred retirement.
                

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              For
                early retirement benefits under Section 5.2 and 6.2, benefits shall
                commence as of the last day of the month after the Participant attains
                Normal Retirement Age, unless the Participant elects to commence
                benefits
                as of the first day of any month coincident with or following the
                date of
                early retirement, in which event benefits shall commence as of the
                last
                day of such month.

            


    

     

    
      	 	
              (c)

            	
              For
                deferred retirement benefits under Sections 5.3 and 6.3, benefits
                shall
                commence as of the last day of the month following the first day
                of the
                month coinciding with or following the date on which the Participant
                actually retires and elects to commence receiving
                benefits.

            


    

     

    
      	 	
              (d)

            	
              For
                disability benefits under Sections 5.4 and 6.4, benefits shall commence
                as
                of the Participant’s Normal Retirement Age, provided that, if otherwise
                eligible for early retirement, the Participant may elect for benefits
                to
                commence on or after the Participant’s meeting the requirements for early
                retirement. If the Participant notifies the Committee in writing
                that
                disability benefits under this Plan would reduce any other disability
                benefit, the Committee shall defer payment until the other benefit
                stops.

            


    

     

    
      	 	
              (e)

            	
              For
                benefits of a Spouse under Section 5.5 and 6.5, benefits under Section
                6.5(a) shall commence as of the last day of the month following the
                first
                day of the month coinciding with or following the date of death of
                the
                Participant, benefits under Section 6.5(b) shall commence on the
                last day
                of the month following the first day of the month coinciding with
                or
                following the later of the date of death of the Participant or the
                date on
                which the Participant would have attained age fifty-five (55), and
                benefits for a Spouse under Section 6.5(d) shall be paid as soon
                as
                administratively feasible following the date of death of the
                Participant.

            


    

     

    
      	 	
              (f)

            	
              For
                benefits of a terminated vested Participant under Sections 5.6 and
                6.6,
                benefits shall normally commence as of the last day of the month
                after the
                Participant reaches Normal Retirement Age, provided that a Participant
                may
                elect to commence receiving benefits as of the last day of any month
                after
                the first day of the month coinciding with or following the date
                the
                Participant attains age fifty-five (55). In such event, benefits
                shall be
                reduced as provided in Section 6.6(b). Ω

            


    

     

    7.2    Normal
      Form.
      Unless a
      Participant elects another form of payment in accordance with Section
      7.3,

     

    
      	 	
              (a)

            	
              a
                Participant who is married as of the commencement date of his benefits
                shall receive benefits in the form of a Qualified Joint and Survivor
                Annuity.

            


    

     

    
      	 	
              (b)

            	
              a
                Participant who is not married on the commencement date of his benefits
                shall receive his benefits in the form of a Single Life
                Annuity.

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    7.3    Waiver
      of Normal Form.

     

    
      	 	
              (a)

            	
              a
                Participant may elect, subject to the provisions of this Section
                7.3 and
                during the applicable election period, to waive the Normal Form of
                benefit
                and to receive his benefits in an optional form provided in Section
                7.7
                pursuant to the following terms and conditions:


            


    

     

    
      	 	
              (1)

            	
              a
                married Participant may elect to waive the QJSA provided in Section
                7.2(a)
                above in favor of an Alternative Joint and Survivor Annuity, a Single
                Life
                Annuity, or any other optional form of benefit provided in Section
                7.7.

            


    

     

    
      	 	
              (2)

            	
              an
                unmarried Participant may elect to waive the Single Life Annuity
                provided
                under Section 7.2(b) above in favor of any optional form of benefit
                provided in Section 7.7.

            


    

     

    
      	 	
              (3)

            	
              any
                election hereunder of an alternative form of benefit must specify
                such
                form, and any election of an alternative form of joint and survivor
                annuity must be accompanied by proof of the age of the designated
                Beneficiary satisfactory to the
                Committee.

            


    

     

    
      	 	
              (4)

            	
              a
                married Participant shall not be entitled to waive the Spouse’s benefit
                provided in Section 5.5.

            


    

     

    
      	 	
              (b)

            	
              Any
                election under this Section 7.3 may be revoked, either automatically
                in
                the circumstances described in Section 7.6, below, or by filing a
                written
                revocation with the Committee in a form and in a manner acceptable
                to the
                Committee. After any such revocation, a new election under Section
                7.3(a)
                above may be made at any time before the commencement of benefits
                to the
                Participant (or during such other period permitted or required by
                law).
                However, except as provided in Section 7.12(b) or as the Committee
                may
                otherwise provide on the basis of uniform and nondiscriminatory rules,
                any
                election under Section 7.3(a) shall be irrevocable after benefits
                have
                commenced to the Participant.

            


    

     

    7.4    Timing
      of Election and Spousal Consent.
      An
      election or revocation of an election under Sections 7.2 and 7.3 shall be
      subject to the following terms and conditions:

     

    
      	 	
              (a)

            	
              Any
                election or revocation of a form of benefit shall be made within
                the
                ninety (90) day period ending on the date of commencement of benefits
                to
                the Participant (or during such other period permitted or required
                by
                law), and shall be made by giving written notice in such form and
                manner
                as may be required by the
                Committee.

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              The
                election by a married Participant of any form of benefit other than
                a QJSA
                shall be ineffective unless the Spouse consents in writing to the
                election, the election designates a specific alternate Beneficiary,
                including any class of beneficiaries or any contingent Beneficiaries,
                and/or a form of benefit payment, which may not be changed without
                Spousal
                consent (or the Spouse expressly permits designations by the Participant
                without any further Spousal consent), the consent of the Spouse
                acknowledges the effect of the election, and the consent of the Spouse
                is
                witnessed by a notary public or plan representative. The consent
                of the
                Spouse must acknowledge the effect of the election of the form of
                benefit
                that the Participant has made, as well as the effect of the designation
                of
                any Beneficiary or Beneficiaries other than the Spouse which a Participant
                has made. The consent of the Spouse shall be irrevocable unless the
                Participant and the Spouse agree to a revocation.
                

            


    

     

    
      	 	
              (c)

            	
              Spousal
                consent as provided in (b), above, shall not be required if the Committee
                determines that the consent cannot be obtained because there is no
                Spouse,
                the Spouse cannot be located, or in any other circumstance specified
                by
                any written guidance issued by the Internal Revenue
                Service.

            


    

     

    
      	 	
              (d)

            	
              The
                consent of a Spouse pursuant to (b), above, shall be effective only
                with
                respect to that Spouse. Also, any establishment that the consent
                of a
                Spouse cannot be obtained under (c), above, shall be effective only
                with
                respect to that Spouse. A consent that permits designations by the
                Participant without any requirements of further consent by the Spouse
                must
                acknowledge that the Spouse has the right to limit consent to a specific
                Beneficiary, and a specific form of benefit where applicable, and
                that the
                Spouse voluntarily elects to relinquish either or both of such
                rights.

            


    

     

    
      	 	
              (e)

            	
              Any
                consent by a Spouse pursuant to (b), above, shall be effective only
                as
                long as the Participant makes no change in the designated Beneficiary
                or
                class of Beneficiaries.

            


    

     

    7.5    Notice
      Requirements.
      Not less
      than thirty (30) days nor more than ninety (90) days before the date of
      commencement of benefits to a Participant (or during such other period permitted
      or required by law), the Committee shall provide to each Participant a written
      notice that complies with the content and other requirements of Treasury
      Regulation § 1.417(a)(3)-1, including an explanation of:

     

    
      	 	
              (a)

            	
              The
                material features and relative financial values of the alternative
                forms
                of benefits to which the Participant is entitled, or which the Participant
                could elect to receive, under the
                Plan;

            


    

     

    
      	 	
              (b)

            	
              In
                the case of a married Participant, his right to elect to waive the
                Normal
                Form of benefit provided in Section 7.2(a) above, the effect of such
                an
                election, and the requirements (including any spousal consent
                requirements) applicable to his
                election;

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              In
                the case of an unmarried Participant, his right to elect or receive,
                and
                the effect of such an election, any other form of benefit as an
                alternative benefit to the normal form of benefit specified in Section
                7.2(b) above;

            


    

     

    
      	 	
              (d)

            	
              In
                the case of a Participant who is entitled to elect commencement of
                a form
                of payment before attaining Normal Retirement Age, his right not
                to elect
                such early commencement;

            


    

     

    
      	 	
              (e)

            	
              The
                terms and conditions (if any) under which an election by a Participant,
                or
                a consent by the Spouse of a married Participant, may be revoked,
                and the
                effect of such revocation; and

            


    

     

    
      	 	
              (f)

            	
              An
                explanation of the relative values of the alternative forms of benefit
                or
                a statement that the optional forms in question are approximately
                equal in
                value to the QJSA.

            


    

     

    The
      notice requirement contained in this Section 7.5 shall not apply in the case
      of
      a lump sum cash out distribution to a Participant pursuant to Section
      7.9.

     

    The
      commencement date for a benefit in a form other than a QJSA may be less than
      thirty (30) days after receipt of the written explanation described above
      provided: (a) the Participant has been provided with information that clearly
      indicates that the Participant has at least thirty (30) days to consider whether
      to waive the QJSA and elect (with Spousal consent) a form of distribution other
      than a QJSA; (b) the Participant is permitted to revoke any affirmative
      distribution election at least until the commencement date of his benefit or,
      if
      later, at any time prior to the expiration of the seven (7) day period that
      begins the day after the explanation of the QJSA is provided to the Participant;
      and (c) the commencement date of the Participant’s benefit is a date after the
      date that the written explanation was provided to the Participant.

     

    7.6    Special
      Rules for Death of Participant or Beneficiary.

     

    
      	 	
              (a)

            	
              If
                the designated Beneficiary with respect to an Alternative Joint and
                Survivor Annuity dies before the Annuity Starting Date for the
                Participant, the election of such annuity (including, if applicable,
                any
                election pursuant to Section 7.3, above, to waive the Spouse’s benefit)
                shall be void, and the Participant shall be deemed not to have previously
                elected an Alternative Joint and Survivor Annuity. If the designated
                Beneficiary with respect to an Alternative Joint and Survivor Annuity
                dies
                before the Participant, but after the Annuity Starting Date for the
                Participant, the amount of the benefit thereafter payable to the
                Participant shall not be affected in any way as a result
                thereof.

            


    

     

    
      	 	
              (b)

            	
              If
                a Participant dies before his Annuity Starting Date without having
                made a
                valid election of an optional form of payment described in Section
                7.7, no
                individual shall have a right to any payment under the Plan with
                respect
                to the Participant, unless the Participant is survived by a spouse
                who is
                entitled to a Spouse’s benefit.

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              If
                a Participant dies before his Annuity Starting Date after terminating
                employment with the Employer and after having made (and not revoked)
                a
                valid election of an Alternative Joint and Survivor Annuity leaving
                the
                designated Beneficiary with respect to the Alternative Joint and
                Survivor
                Annuity surviving him, the Beneficiary shall be eligible to receive
                the
                survivor annuity payable under such Alternative Joint and Survivor
                Annuity
                as if the Employee had died on the day following his Annuity Starting
                Date.

            


    

     

    
      	 	
              (d)

            	
              If
                a Participant dies before his Annuity Starting Date after terminating
                employment with the Employer and after having made (and not revoked)
                a
                valid election of a lump sum distribution described in Section 7.7(c),
                the
                lump sum distribution shall be paid to the Participant’s designated
                Beneficiary (or, if the Participant has not designated a Beneficiary,
                or
                if none of his designated Beneficiaries survives him, the lump sum
                distribution shall be paid to the executor of the Participant’s will or
                the administrator of his estate).

            


    

     

    
      	 	
              (e)

            	
              If
                a Participant dies before his Annuity Starting Date after terminating
                employment with the Employer and after having made (and not revoked)
                a
                valid election of a Ten-Year Certain and Life Annuity Option described
                in
                Section 7.7(d), the Participant’s designated Beneficiary shall be eligible
                to receive the ten-year certain payments pursuant to such option
                as if the
                Employee had died on the day following his Annuity Starting Date
                (or, if
                the Participant has not designated a Beneficiary, or if none of his
                designated Beneficiaries survives him, the ten-year certain payments
                pursuant to such option shall be paid to the executor of his will
                or the
                administrator of his estate).

            


    

     

    
      	 	
              (f)

            	
              If
                a Participant dies on or after his Annuity Starting Date, any distribution
                that was scheduled to be paid to him on or before his date of death
                but
                that was not paid to him on or before his date of death due to
                administrative or other delay, shall be paid instead to the executor
                of
                his will or the administrator of his estate. Σ
                # Ω

            


    

     

    7.7    Optional
      Forms of Payment.

     

    
      	 	
              (a)

            	
              Alternative
                Joint and Survivor Annuity.

            


    

     

    
      	 	
              (1)

            	
              Under
                the Alternative Joint and Survivor Annuity, a reduced amount shall
                be
                payable to the retired Employee for his lifetime. The Beneficiary,
                if
                surviving at the retired Employee’s death, shall be entitled to receive
                thereafter a lifetime survivor benefit in an amount equal to 100
                percent
                of the reduced amount that had been payable to the retired
                Employee.

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              The
                reduced amount payable to the retired Employee shall be the Actuarial
                Equivalent of the amount determined under Section 6.1, 6.2, 6.3 and/or
                6.4, as the case may be. The appropriate actuarial factor shall be
                determined for any Employee and his Beneficiary as of the commencement
                date of the Employee’s benefits.

            


    

     

    
      	 	
              (3)

            	
              If
                an Employee designates any individual other than his or her spouse
                as his
                Beneficiary, the annual amount of the Employee’s annuity under the
                Alternative Joint and Survivor Annuity shall be not less than fifty
                percent (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 (3) in the amount of the Employee’s
                annuity under the Alterative Joint and Survivor
                Annuity.

            


    

     

    
      	 	
              (b)

            	
              Qualified
                Optional Survivor Annuity (“QOSA”).
                (Effective January 1, 2008, unless the IRS or Treasury Department
                issues
                guidance obviating the need for the Plan to add the QOSA, in which
                case
                this Section 7.7(b) shall not go into
                effect.)

            


    

     

    
      	 	
              (1)

            	
              Under
                the QOSA, a reduced amount shall be payable to the retired Employee
                for
                his lifetime. The Beneficiary, if surviving at the retired Employee’s
                death, shall be entitled to receive thereafter a lifetime survivor
                benefit
                in an amount equal to 75 percent of the reduced amount that had been
                payable to the retired Employee.

            


    

     

    
      	 	
              (2)

            	
              The
                reduced amount payable to the retired Employee shall be the Actuarial
                Equivalent of the amount determined under Section 6.1, 6.2, 6.3 and/or
                6.4, as the case may be. The appropriate actuarial factor shall be
                determined for any Employee and his Beneficiary as of the commencement
                date of the Employee’s benefits.

            


    

     

    
      	 	
              (c)

            	
              Lump
                Sum Distribution Option.

            


    

     

    
      	 	
              (1)

            	
              Any
                Employee who qualifies for a benefit under Section 5.1, 5.2, 5.3,
                5.4 or
                5.6 may elect to receive his or her benefit in the form of a lump
                sum
                distribution if the Actuarial Value of the vested, accrued benefit
                of the
                Participant under the Plan (and disregarding any benefit of the
                Participant under the Constituent Plans) is over $5,000 (effective
                for
                distributions made on or after March 28, 2005, this amount shall
                be
                $1,000) but not over $10,000. The amount of any such lump sum distribution
                shall be the Actuarial Equivalent (as of the Annuity Starting Date
                for the
                Employee) of his benefit computed under Section 6.1 (or in the case
                of a
                terminated vested Employee’s benefit, as computed under Section 6.6) as a
                single life annuity commencing on his Annuity Starting
                Date.

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              If
                the Actuarial Value of the Spouse’s death benefit under Section 5.5 and
                6.5 is greater than $5,000 (effective for distributions made on or
                after
                March 28, 2005, this amount shall be $1,000) and not over $10,000,
                the
                Spouse may elect to receive his or her benefits as a lump sum.
                

            


    

     

    
      	 	
              (3)

            	
              Notwithstanding
                anything to the contrary in Section 7.7, the payment of a benefit
                in the
                form of a lump sum distribution shall be made in a single taxable
                year of
                the recipient and shall be made on or as soon as practicable after
                the
                commencement date of the Employee’s
                benefits.

            


    

     

    
      	 	
              (d)

            	
              Ten-Year
                Certain and Life Annuity Option.
                A
                Participant in the Plan shall be eligible to elect to receive his
                benefits
                in the form of an annuity that is actuarially equivalent to the Plan’s
                Single Life Annuity and that provides equal monthly payments for
                the life
                of the Participant, with the condition that if the Participant dies
                before
                he has received one-hundred twenty (120) monthly payments, the
                Participant’s designated Beneficiary shall receive monthly payments in the
                same amount as the Participant until a total of one-hundred twenty
                (120)
                monthly payments have been made to the Participant and his Beneficiary
                combined.

            


    

     

    
      	 	
              (e)

            	
              Early
                Retirement Annuity Option.
                On Early Retirement, a Participant in the Plan shall be eligible
                to elect
                to receive his benefits in the form of an annuity that is Actuarially
                Equivalent to the Plan’s Single Life Annuity under which the monthly
                payments before first eligibility for Social Security retirement
                benefits
                (either age 62 or age 65, as elected by the Participant) are increased
                by
                a temporary supplement and the remaining payments are reduced so
                as to
                provide approximately equal payments throughout when combined with
                Social
                Security.

            


    

     

    
      	 	
              (f)

            	
              Lump
                Sum Option for Qualifying Participants.

            


    

     

    
      	 	
              (1)

            	
              Right
                to Lump Sum .
                Each Qualifying Participant or, in the event of the Qualifying
                Participant’s death prior to the Qualifying Participant’s Annuity Starting
                Date, such Qualifying Participant’s surviving Spouse, may elect to have
                his or her Qualifying Benefit paid as a lump sum as of any Qualifying
                Distribution Date. Such election shall be made in writing on a form
                provided by the Committee and must be consented to in writing by
                the
                Qualifying Participant’s Spouse, if any. If the Qualifying Participant
                dies prior to the Qualifying Participant’s Annuity Starting Date without a
                surviving Spouse, the Qualifying Benefit shall be paid as a lump
                sum as of
                the earliest Qualifying Distribution Date to the Participant’s
                Beneficiary.

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              Qualifying
                Distribution Date.
                “Qualifying Distribution Date” means the first day of any month beginning
                after the date the Qualifying Participant attains his Early Retirement
                Date. 

            


    

     

    
      	 	
              (3)

            	
              Qualifying
                Participant.
                “Qualifying Participant” means each Participant who is entitled to an
                Enhanced Annuity as specified in Schedule 6.1(a)(5).
                

            


    

     

    
      	 	
              (4)

            	
              Qualifying
                Benefit.
                “Qualifying Benefit” means the Participant’s Enhanced Annuity, as
                described in Schedule 6.1(a)(5).

            


    

     

    
      	 	
              (5)

            	
              Spousal
                Consent.
                Spousal consent to a lump sum distribution under this Section
                7.7(e) must
                be provided on a form prescribed by the Committee, acknowledging
                the
                effect of the Qualifying Participant’s election of a single sum
                distribution, signed by the Qualifying Participant and the Qualifying
                Participant’s Spouse and witnessed by a notary public. Spousal consent
                will be effective only with respect to the Spouse who signs the consent.
                The election made by the Qualifying Participant with Spousal consent
                may
                be revoked by the Qualifying Participant without Spousal consent
                at any
                time prior to the date benefit payments begin. Such revocation shall
                be
                effected by written notification to the Committee. Σ
                # Ω

            


    

     

    7.8    Annuity
      Form of Payment.
      All
      benefits, except those benefits paid in a lump sum distribution pursuant to
      Section 7.7(c) or 7.9, shall be payable in monthly installments as follows:
      

     

    
      	 	
              (a)

            	
              The
                first installment shall be paid to the retired Employee (or Spouse,
                in the
                case of a Spouse’s benefit) as of the commencement date determined in
                accordance with Section 7.1;

            


    

     

    
      	 	
              (b)

            	
              Where
                installments are to be paid to a Beneficiary under an Alternative
                Joint
                and Survivor Annuity, the first installment to the Beneficiary shall
                be
                paid as of the beginning of the first month following the death of
                the
                Participant;

            


    

     

    
      	 	
              (c)

            	
              The
                final installment shall be paid as of the beginning of the month
                during
                which the death of the retired Employee or Beneficiary, as the case
                may
                be, occurs, except that disability benefit installments shall cease
                prior
                to the death of the retired Employee if and when such Employee ceases
                to
                satisfy the disability conditions of Section 5.4;
                and

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              A
                check in payment of a monthly installment may be mailed, in the discretion
                of the Committee, before the date as of which the payment is
                made.

            


    

     

    7.9    Mandatory
      Lump Sum Distribution of Small Benefits.
      If a
      former Employee is entitled to a termination benefit and the Actuarial Value
      of
      such termination benefit does not exceed $5,000 (effective for distributions
      made on or after March 28, 2005, this amount shall be $1,000), the former
      Employee shall receive such termination benefit in the form of a lump sum
      payment equal to the Actuarial Value of the termination benefit otherwise
      payable to him under the Plan. If a Spouse is entitled to a Spouse’s benefit and
      the Actuarial Value of such Spouse’s benefit does not exceed $5,000 (effective
      for distributions made on or after March 28, 2005, this amount shall be $1,000),
      the Spouse shall receive such Spouse’s benefit in the form of a lump sum payment
      equal to the Actuarial Value of the Spouse’s benefit otherwise payable to the
      Spouse under the Plan. Notwithstanding the foregoing, this Section 7.9 shall
      not
      apply in the case of a former Employee or a Spouse who is otherwise eligible
      to
      elect immediate commencement of a termination benefit or Spouse’s
      benefit.

     

    7.10  
        Minimum
      Distributions Required Under Code Section 401(a)(9).
      The
      following subsections limit the timing of benefit distributions under the
      Plan:

     

    
      	 	
              (a)

            	
              Any
                benefit that is payable to a Participant hereunder shall be distributed
                or
                commence not later than the Participant’s Required Beginning Date. The
                benefit shall be distributed, in accordance with Section 401(a)(9)
                of the
                Code (including the incidental benefit rules applicable thereunder)
                ,
                

            


    

     

    
      	 	
              (1)

            	
              in
                a lump sum (to the extent otherwise permitted under the Plan, including,
                without limitation, under Section 7.7(c) or 7.9),
                

            


    

     

    
      	 	
              (2)

            	
              over
                the life of the Participant,

            


    

     

    
      	 	
              (3)

            	
              over
                the lives of the Participant and the Participant’s
                Beneficiary,

            


    

     

    
      	 	
              (4)

            	
              over
                a period not extending beyond the Participant’s life expectancy,
                or

            


    

     

    
      	 	
              (5)

            	
              over
                a period not extending beyond the joint and last survivor expectancy
                of
                the Participant and the Participant’s
                Beneficiary.

            


    

     

    If
      the
      Participant’s entire interest is to be distributed over a period of more than
      one (1) year, then the amount to be distributed each year shall be no less
      than
      the amount prescribed under Section 401(a)(9) of the Code.

     

    
      	 	
              (b)

            	
              If
                the distribution of the Participant’s benefit has commenced in conformity
                with subsection (a), above, and the Participant dies before his entire
                benefit has been distributed to him, the remaining portion of his
                benefit
                shall be distributed to his Beneficiary at least as rapidly as under
                the
                method of distribution that was in effect as of the date of the
                Participant’s death.

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Subject
                to subsection (d), below, if the Participant dies before distribution
                of
                his benefit has commenced, any benefit that is payable under the
                terms of
                the Plan shall be distributed within five (5) years after the
                Participant’s death.

            


    

     

    
      	 	
              (d)

            	
              SubSection
                (c), above, shall not apply to:

            


    

     

    
      	 	
              (1)

            	
              any
                portion of the Participant’s benefit payable to (or for the benefit of) a
                Beneficiary that is distributed (in accordance with Section 401(a)(9)
                of
                the Code) over the Beneficiary’s life (or a period not extending beyond
                his life expectancy) commencing within one (1) year after the date
                of the
                Participant’s death (or such later date as may be prescribed under Section
                401(a)(9) of the Code), or

            


    

     

    
      	 	
              (2)

            	
              any
                portion of the Participant’s benefit payable to his Spouse that is
                distributed over the Spouse’s life (or a period not extending beyond the
                Spouse’s life expectancy) commencing no later than the date on which the
                Participant would have attained age 70 1⁄2; provided that if the Spouse dies
                before payments to such Spouse begin, subsections (c) and (d) shall
                apply
                as if the Spouse were the Participant; and further provided that
                any
                amount paid to the child of the Participant shall be treated as if
                it had
                been paid to the Spouse of the Participant if such amount is payable
                to
                the Spouse upon such child’s reaching majority (or such other event as may
                be prescribed by the regulations under Section 401(a)(9) of the
                Code).

            


    

     

    
      	 	
              (e)

            	
              For
                purposes of this Section 7.10, the life expectancy of the Participant
                and
                his Spouse shall be recomputed on an annual basis, but the life expectancy
                of any non-Spouse Beneficiary shall be computed only on the date
                as of
                which the distribution commences. 

            


    

     

    
      	 	
              (f)

            	
              This
                Section 7.10 shall apply notwithstanding any other provision of the
                Plan.
                The sole purpose of this Section 7.10 is to limit the manner in which
                the
                benefit payments may be made under the Plan in accordance with Section
                401(a)(9) of the Code. This Section 7.10 does not confer any rights
                or
                benefits upon any Participant, spouse, Beneficiary, or any other
                person.

            


    

     

    
      	 	
              (g)

            	
              This
                Section 7.10 shall not apply to any method of distribution designated
                in
                writing by a Participant under the terms of the Plan or a Prior Plan
                before January 1, 1984, in accordance with Section 242(b)(2) of the
                Tax
                Equity and Fiscal Responsibility Act of 1982 (as in effect before
                the
                amendments made by the Tax Reform Act of
                1984).

            


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    
      	 	
              (h)

            	
              Any
                Participant who does not elect a form of distribution before his
                distribution is required to commence under this Section 7.10 shall
                receive
                the distribution in the form provided for under Section
                7.2.

            


    

     

    7.11  
        Early
      Commencement Election.
      Notwithstanding any other provision in the Plan, and subject to the provisions
      of Sections 7.2-7.6 and Section 7.9, the Participant (or his Spouse, in the
      case
      of a Spouse’s benefit) may elect a commencement date that precedes the normal
      commencement date if he is otherwise eligible to do so under the terms of the
      Plan. The election shall be in writing, in a form acceptable to the Committee,
      and executed and filed with the Committee during the ninety (90) day period
      ending on the commencement date of the Employee’s benefits, or during such other
      period permitted or required by law.

     

    7.12  
        Suspension
      of Benefits.

     

    
      	 	
              (a)

            	
              No
                benefit shall be paid or payable with respect to a Participant (including
                a retired or terminated Employee) during any month in which he is
                credited
                with forty (40) or more Hours of Service as a regular or temporary
                employee of the Employer. For purposes of this Section 7.12 only,
                the term
                “Employer” shall mean the applicable Employer and any Affiliate of such
                Employer (as determined under Section 2.4). Thus,
                

            


    

     

    
      	 	
              (1)

            	
              a
                retired or terminated Employee’s benefit shall be suspended during any
                month during which he is credited with forty (40) or more Hours of
                Service
                as a regular or temporary employee of the Employer; and
                

            


    

     

    
      	 	
              (2)

            	
              the
                benefit of a Participant other than a retired or terminated Employee
                shall
                be suspended during any month during which he is credited with forty
                (40)
                or more Hours of Service as a regular or temporary employee of the
                Employer.

            


    

     

    The
      preceding provisions of this subsection (a) shall apply, even though the retired
      or terminated Employee’s or Participant’s service as a regular or temporary
      employee of the Employer does not constitute “Section 203(a)(3)(B) service”
described in 29 C.F.R. §2530.203-3(c), and even though the procedures regarding
      notice, review, and administration otherwise prescribed under 29 C.F.R.
§2530.203-3 are not observed. 

     

    
      	 	
              (b)

            	
              If
                a Participant (including a retired or terminated Employee) is reemployed
                or remains in employment as a regular or temporary employee of the
                Employer, as described in subsection (a), above, the commencement
                date of
                his benefit shall occur no earlier than the first day of the first
                month
                in which he ceases to be so employed, and his benefit shall be calculated,
                in accordance with Sections 4.3 and 4.4, to take such employment
                into
                account. If a retired or terminated Employee, subject to subsections
                (a)(1) or (2), above, becomes entitled to have his benefit resume,
                the
                amount and form of the benefit shall be governed by the generally
                applicable provisions of the Plan, as if he had then first
                retired.

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              The
                benefit of a Participant who works past his age 65 Normal Retirement
                Age
                will be determined in accordance with Section
                6.3.

            


    

     

    
      	 	
              (d)

            	
              If
                an Employee subject to subsection (a)(1) or (2), above, previously
                received a total distribution of his benefit in accordance with Sections
                7.7(b) or 7.9, the amount of the Single Life Annuity used to determine
                his
                benefit upon retirement under subsection (b), above, shall be reduced
                by
                the amount of the Single Life Annuity upon which such total distribution
                was based. 

            


    

     

    7.13  
        Eligible
      Rollover Distributions.

     

    
      	 	
              (a)

            	
              Notwithstanding
                any provision of the Plan to the contrary that would otherwise limit
                a
                distributee’s election under this Section 7.13, a distributee may elect,
                at the time and in the manner prescribed by the Plan Administrator,
                to
                have any portion of an eligible rollover distribution paid directly
                to an
                eligible retirement plan specified by the distributee in a direct
                rollover.

            


    

     

    
      	 	
              (b)

            	
              Definitions.

            


    

     

    
      	 	
              (1)

            	
              Eligible
                rollover distribution:
                An eligible rollover distribution is any distribution of all or any
                portion of the balance to the credit of the distributee, except that
                an
                eligible rollover distribution does not include: any distribution
                that is
                one of a series of substantially equal periodic payments (not less
                frequently than annually) made for the life (or life expectancy)
                of the
                distributee or the joint lives (or joint life expectancies) of the
                distributee and the distributee’s designated Beneficiary, or for a
                specified period of ten (10) years or more; any distribution to the
                extent
                such distribution is required under Section 401(a)(9) of the Code;
                and the
                portion of any distribution that is not includible in gross income
                (determined without regard to the exclusion for eligible rollover
                distributions or the exclusion for net unrealized appreciation with
                respect to employer securities). For distributions made after December
                31,
                2001, a portion of a distribution shall not fail to be an eligible
                rollover distribution merely because the portion consists of after-tax
                employee contributions which are not includable in gross income.
                However,
                such portion may be transferred only to an individual retirement
                account
                or annuity described in Code Section 408(a) or (b), or to a qualified
                defined contribution plan described in Code Section 401(a) or 403(a)
                that
                agrees to separately account for amounts so transferred, including
                separately accounting for the portion of such distribution which
                is
                includable in gross income and the portion of such distribution which
                is
                not so includable.

            


    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              Eligible
                retirement plan:
                An eligible retirement plan is an individual retirement account described
                in Section 408(a) of the Code, an individual retirement annuity described
                in Section 408(b) of the Code, an annuity plan described in Section
                403(a)
                of the Code, or a qualified trust described in Section 401(a) of
                the Code,
                that accepts the distributee’s eligible rollover distribution. However, in
                the case of an eligible rollover distribution to the surviving spouse,
                an
                eligible retirement plan is an individual retirement account or individual
                retirement annuity. For distributions made after December 31, 2001,
                an
                eligible retirement plan shall also mean an annuity contract described
                in
                Code Section 403(b) and an eligible plan under Code Section 457(b)
                which
                is maintained by a state, political subdivision of a state, or any
                agency
                or any instrumentality of a state or political subdivision of a state
                and
                which agrees to separately account for amounts transferred into such
                plan
                from this Plan. The definition of eligible retirement plan shall
                also
                apply in the case of a distribution to a surviving spouse, or to
                a spouse
                or former spouse who is the alternate payee under a qualified domestic
                relations order, as defined in Code Section
                414(p).

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

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

            


    

     

    ARTICLE
      VIII

    MEDICAL
      BENEFITS 

     

    8.1    Eligibility.

     

    
      	 	
              (a)

            	
              Medical
                benefits under this Article shall be provided to a Participant, or
                the
                dependents of a Participant, who: 

            


    

     

    
      	 	
              (1)

            	
              Has
                terminated employment, commenced receiving pension benefits on early,
                normal or deferred retirement, and qualifies for post-retirement
                medical
                benefits under the CenturyTel, Inc. Welfare Benefits Plan or successor
                thereto,

            


    

     

    
      	 	
              (2)

            	
              Retires
                and commences benefits on or after January 1,
                1998,

            


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (3)

            	
              Is
                not covered by a collective bargaining agreement at retirement, and
                

            


    

     

    
      	 	
              (4)

            	
              Has
                never been a “key employee” as defined in Section 416(i) of the Internal
                Revenue Code.

            


    

     

    
      	 	
              (b)

            	
              The
                term “benefits” used alone in this Plan shall refer to pension benefits
                under Article V and Article VI and not to medical benefits provided
                under
                this Article.

            


    

     

    8.2    Medical
      Benefits.

     

    
      	 	
              (a)

            	
              The
                medical benefits provided under this Plan to Participants eligible
                under
                Section 8.1 shall be all medical benefits, as defined in Internal
                Revenue
                Code Section 213(d)(1), provided to such Participants after retirement
                under the CenturyTel, Inc. Welfare Benefits Plan or successor thereto.
                The
                provisions of such Welfare Benefits Plan can limit medical benefits
                to
                retired Participants who meet further eligibility requirements. Any
                medical benefits to which retired Participants are entitled under
                such
                Welfare Benefits Plan that are not provided under this Plan due to
                insufficiency of funding or otherwise, shall be paid from a welfare
                benefits trust established by the Company for that purpose or from
                the
                Employer’s general assets.

            


    

     

    
      	 	
              (b)

            	
              The
                document evidencing the CenturyTel, Inc. Welfare Benefits Plan or
                successor thereto, including all of the separate documents incorporated
                into it, is incorporated by reference as part of this Plan. This
                incorporation by reference shall include any amendments made from
                time to
                time to the CenturyTel, Inc. Welfare Benefits Plan and any successor
                plan.
                

            


    

     

    8.3    Separate
      Medical Benefits Account.

     

    
      	 	
              (a)

            	
              Subject
                to 8.4, each Employer may make contributions to fund the medical
                benefits
                provided in Section 8.2 for its Employees. A separate account shall
                be
                maintained for all such contributions, and earnings on them. Any
                medical
                benefits for Participants shall be paid only from such account.
                

            


    

     

    
      	 	
              (b)

            	
              Investment
                earnings and losses of the trust fund shall be allocated to the accounts
                in Section 8.3(a) in proportion to the investment earnings and losses
                of
                the entire trust. 

            


    

     

    8.4    Limitation
      on Contributions.
      The
      aggregate actual contributions (measured from January 1, 1989) to fund medical
      benefits shall not exceed twenty five (25) percent of the total actual
      contributions (measured from January 1, 1989) to the Plan, disregarding in
      such
      total any contributions to fund past service credits. 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    8.5    Satisfaction
      of Liabilities.

     

    
      	 	
              (a)

            	
              Unless
                all obligations under Section 8.2 have been satisfied, no part of
                the
                medical benefits account shall be used for any purpose other than
                payment
                of either of the following:

            


    

     

    
      	 	
              (1)

            	
              Medical
                benefits.

            


    

     

    
      	 	
              (2)

            	
              Necessary
                or appropriate expenses attributable to the administration of the
                medical
                benefits account.

            


    

     

    
      	 	
              (b)

            	
              Following
                satisfaction of the obligations under Section 8.2, any amounts remaining
                in the medical benefits account shall be returned to the Employers
                on an
                equitable basis as determined by the
                Committee.

            


    

     

    8.6    Forfeiture
      of Benefits.
      If a
      person’s interest in the medical benefits account is forfeited prior to
      termination of the Plan, the amount forfeited shall be applied as soon as
      possible to reduce the Employer’s contributions to fund medical
      benefits.

     

    ARTICLE
      IX

    FUNDING

     

    9.1    Plan
      Assets.
      The
      assets of the Plan shall be held in of one or more Trust Funds and/or one or
      more arrangements with insurance companies for the funding of benefits, as
      determined by the Company.

     

    9.2    Trust
      Agreement.
      Each
      Trust Fund shall be established and maintained pursuant to a Trust Agreement
      that contains such provisions as the Company shall determine. The terms of
      each
      Trust Agreement are hereby incorporated into and made a part of the Plan. The
      assets of the Trust created in each Trust Agreement shall be available to pay
      all benefits under the Plan.

     

    9.3    Insurance
      Arrangements.
      Each
      arrangement with an insurance company shall be established and maintained
      pursuant to a written contract or policy between the Company and an insurance
      company qualified to do business in a State, which shall contain such provisions
      as the Company shall determine.

     

    9.4    Contributions.
      The
      Company intends to make contributions to the Plan sufficient to comply with
      the
      minimum funding standards imposed by the Code. The Company’s contributions shall
      be determined annually, or more frequently, by the Board. Each contribution
      made
      to the Plan shall be made on the condition that it is currently deductible
      under
      Section 404 of the Code for the taxable year with respect to which the
      contribution is made and without regard to any subsequent amendment improving
      benefits under the Plan. 

     

    9.5    Exclusive
      Benefit.
      Except
      as provided in this Section 9.5 and in Section 9.6, all Company contributions
      to
      the Plan and all property of the Plan, including income from investments and
      other sources, shall be used for the exclusive benefit of Employees, retired
      Employees, former Employees, and Beneficiaries and shall be used to provide
      benefits under the Plan and to pay the reasonable expenses of administering
      the
      Plan and the Trust, except to the extent that such expenses are paid by the
      Company. Any forfeitures arising under the Plan shall be applied to reduce
      the
      Company’s contributions to the Plan and shall not be used to increase the
      benefit that any Employee, retired Employee, former Employee, or Beneficiary
      would otherwise be entitled to receive under the Plan. Except as provided in
      Section 9.6, it shall be impossible at any time prior to the satisfaction of
      all
      liabilities under the Plan for any portion of the assets of the Plan to be
      used
      for, or diverted to, purposes other than the exclusive benefit of Employees,
      retired Employees, former Employees, and Beneficiaries; provided, however,
      that
      after all liabilities under the Plan have been satisfied, any assets remaining
      in the Trust that are attributable to erroneous actuarial computations shall
      be
      distributed to the Company, except as otherwise required by Section
      4044(d)(3)(A) of ERISA.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    9.6    Return
      of Contributions.
      Notwithstanding any other provision of the Plan, the Company shall be entitled
      upon request to the return of any contribution made to the Plan (adjusted,
      in
      the case of any contribution described in subsection (a) or (c), below, to
      reflect any investment losses allocable thereto, but not to reflect any
      investment gains allocable thereto):

     

    
      	 	
              (a)

            	
              within
                one (1) year after the payment of the contribution, in the case of
                a
                contribution made by mistake of
                fact;

            


    

     

    
      	 	
              (b)

            	
              within
                one (1) year after the date of denial of the Plan’s qualification, if the
                contribution is conditioned on initial qualification of the Plan
                under
                Section 401(a) of the Code; or

            


    

     

    
      	 	
              (c)

            	
              within
                one (1) year after the disallowance of the deduction, to the extent
                the
                deduction is disallowed, if the contribution is conditioned on the
                deductibility of the contribution under Section 404 of the
                Code.

            


    

     

    9.7    Prohibition
      Against Assignment or Alienation of Benefits.
      Benefits
      under the Plan may not be anticipated, assigned (either at law or in equity),
      alienated, or subjected to attachment, garnishment, levy, execution, or other
      legal or equitable process, provided that:

     

    
      	 	
              (a)

            	
              an
                arrangement whereby benefit payments are paid to a Participant’s savings
                or checking account in a financial institution is not prohibited;
                

            


    

     

    
      	 	
              (b)

            	
              once
                a Participant begins receiving benefits under the Plan, such Participant
                may assign or alienate the right to future payments if such transaction
                is
                limited to assignments or alienations
                that:

            


    

     

    
      	 	
              (1)

            	
              are
                voluntary and revocable,

            


    

     

    
      	 	
              (2)

            	
              with
                respect to a particular benefit payment, do not in the aggregate
                exceed
                ten percent (10%) of such payment,
                and

            


    

     

    
      	 	
              (3)

            	
              neither
                are for the purpose, nor have the effect, of defraying administrative
                costs of the Plan; and

            


    

     

    
      	 	
              (c)

            	
              payments
                made in accordance with a Qualified Domestic Relations Order are
                not
                prohibited.

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    For
      purposes of subsection (b), above, an attachment, garnishment, levy, execution
      or other legal or equitable process is not considered a voluntary assignment
      or
      alienation. 

     

    ARTICLE
      X

    FIDUCIARY
      RESPONSIBILITIES AND PLAN ADMINISTRATION

     

    10.1  
        Allocation
      of Fiduciary Responsibilities.
      Fiduciary responsibilities in connection with the Plan shall be allocated in
      accordance with the provisions of this Article X and shall be carried out in
      accordance with the Plan and applicable law. It is intended that, to the extent
      permitted by applicable law, each fiduciary shall be obligated to discharge
      only
      the responsibilities assigned to him and that he shall not be charged with
      the
      responsibilities assigned to any other fiduciary.

     

    10.2  
        Committee.
      Committee shall serve as the Administrator, as defined in ERISA Section
      3(16)(A). The Committee is also the Named Fiduciary, as defined in ERISA Section
      402(a)(2). The Committee shall be charged with the full power and responsibility
      for administering the Plan in accordance with the terms and delegations stated
      in the Plan and the Charter of the CenturyTel Retirement Committee (the
“Charter”), except as the Board shall otherwise expressly
      determine.

     

    10.3  
        Duties
      and Responsibilities of Fiduciaries.
      A Plan
      fiduciary shall have only those specific powers, duties, responsibilities and
      obligations as are explicitly given him under the Charter, Plan and Trust
      Agreement and shall not be responsible for any act or failure to act of another
      fiduciary. In general, the Employer shall have the sole responsibility for
      making contributions to the Plan, appointing the Trustee and the members of
      the
      Committee, and determining the funds available for investment under the Plan.
      The Committee shall have the sole responsibility for the administration of
      the
      Plan, as more fully described in Section 10.4 of the Plan.

     

    10.4  
        Plan
      Administrator.
      The
      Committee shall be responsible for the administration of the Plan. In addition
      to any implied powers and duties that may be necessary or appropriate to the
      conduct of its affairs, the Committee shall have the following powers and
      duties, including the discretionary power:

     

    
      	 	
              (a)

            	
              to
                make and enforce such rules and regulations as it shall determine
                to be
                necessary or proper for the administration of the
                Plan;

            


    

     

    
      	 	
              (b)

            	
              to
                interpret the Plan and to decide all matters arising thereunder,
                including
                the right to remedy possible ambiguities, inconsistencies, and
                omissions;

            


    

     

    
      	 	
              (c)

            	
              to
                determine the right of any person to benefits under the Plan and
                the
                amount of such benefits;

            


    

     

    
      	 	
              (d)

            	
              to
                issue instructions to a Trustee or insurance company to make disbursements
                from the Trust, and to make any other arrangement necessary or appropriate
                to provide for the orderly payment and delivery of disbursements
                from the
                Trust;

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    
      	 	
              (e)

            	
              to
                delegate to other persons such of its responsibilities as it may
                determine;

            


    

     

    
      	 	
              (f)

            	
              to
                retain an enrolled actuary;

            


    

     

    
      	 	
              (g)

            	
              to
                employ suitable agents, actuaries, auditors, legal counsel, and other
                advisers as it may determine;

            


    

     

    
      	 	
              (h)

            	
              to
                allocate among its members such of its responsibilities as it may
                determine; and

            


    

     

    
      	 	
              (i)

            	
              to
                prepare, file, and distribute such forms, statements, descriptions,
                returns, and reports relating to the Plan as may be required by
                law.

            


    

     

    The
      foregoing list of express powers is not intended to be either complete or
      conclusive, but the Committee shall, in addition, have such powers as it may
      reasonably determine to be necessary to the performance of its duties under
      the
      Plan. The decision or judgment of the Committee on any question arising in
      connection with the exercise of any of its powers or any matter of Plan
      Administration or the determination of benefits shall be final, binding and
      conclusive upon all parties concerned.

     

    10.5  
        Committee
      Reliance on Professional Advice.
      The
      Committee is authorized to obtain, and act on the basis of, tables, valuations,
      certificates, opinions, and reports furnished by an enrolled actuary,
      accountant, legal counsel, or other advisors.

     

    10.6  
        Plan
      Administration Expenses.
      All
      reasonable expenses of administering the Plan (including, without limitation,
      the expenses of the Committee) shall be paid out of the assets of the Trust,
      in
      accordance with and to the extent provided in the provisions of the Trust
      Agreement, except to the extent paid by the Company without request by the
      Company for reimbursement from the Trust. Notwithstanding the foregoing
      sentence, the Employer may direct the Trustee to charge reasonable
      administrative expenses of the Plan to Participants, including but not limited
      to fees to process domestic relations orders, but only to the extent that such
      charges to Participants are consistent with ERISA and interpretative guidance
      thereunder issued by the DOL.

     

    10.7  
        Responsibilities
      of Trustee.
      Each
      Trustee shall be responsible for the custody of the assets of the Plan assigned
      to it, making disbursements at the order of the Committee, and accounting for
      all receipts and disbursements the assets of the Plan assigned to
      it.

     

    10.8  
        Investment
      Management by Trustee.
      Each
      Trustee shall be responsible for managing the investment of the Plan assets
      in
      its custody, or any part thereof, when directed to do so by the Committee in
      accordance with the terms of the Trust Agreement.

     

    10.9  
        Allocation
      of Investment Management Responsibilities.
      The
      Committee shall have the sole fiduciary responsibility for determining whether
      investment of the Plan assets held by a Trustee shall be managed by the Trustee,
      or by one or more investment managers, or whether both the Trustee and one
      or
      more investment managers are to participate in investment management and, if
      so,
      how investment responsibility is to be divided.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    10.10
        Appointment
      and Removal of Investment Managers.
      The
      Committee shall have the sole fiduciary responsibility for the appointment
      or
      removal of any investment manager and shall enter into an investment management
      agreement with each investment manager appointed by it on such terms and
      conditions consistent with the provisions of this Plan as it shall deem
      advisable. Each investment manager shall be responsible for managing the
      investment of such portion of the Trust as shall be placed under its management
      pursuant to the investment management agreement. 

     

    10.11
        Ascertainment
      of Plan Financial Needs.
      The
      Committee shall have the sole fiduciary responsibility for periodically
      ascertaining the financial needs of the Plan, including the Plan’s liquidity
      needs, and shall convey the pertinent information to the Trustee and/or
      investment managers responsible for managing the investments of the
      Trust.

     

    10.12
        Benefit
      Claim Procedure.

     

    
      	 	
              (a)

            	
              If
                an individual is denied any benefits (in whole or in part) to which
                he
                believes he is entitled under the Plan, he may file a claim for benefits
                as set forth herein. Any claim for benefits under the Plan shall
                be
                delivered in writing by the claimant to the Committee. The claim
                shall
                identify the benefits requested and shall include a statement of
                the
                reasons why the benefits should be granted. The Committee shall grant
                or
                deny the claim. If the claim is denied in whole or in part, the Committee
                shall give written or electronic notification to the claimant, setting
                forth: (1) the reasons for the denial, (2) specific reference to
                pertinent
                Plan provisions on which the denial is based, (3) a description of
                any
                additional material or information necessary for the perfection of
                the
                claim and an explanation of why such material or information is necessary,
                and (4) an explanation of the Plan’s claim review procedure and the time
                limits applicable to such procedures, including a statement of the
                claimant’s right to bring a civil action under Section 502(a) of ERISA.
                The notice described in the preceding sentence shall be furnished
                to the
                claimant within a period of time not exceeding ninety (90) days after
                receipt of the claim; except that such period of time may be extended,
                if
                special circumstances should require, for an additional ninety (90)
                days
                commencing at the end of the initial ninety (90) day period. Written
                or
                electronic notice of such an extension shall be given to the claimant
                before the expiration of the initial ninety (90) day period and shall
                indicate the special circumstances requiring the extension and the
                date by
                which the final decision is expected to be
                rendered.

            


    

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              A
                claimant who has been denied a claim for benefits, in whole or in
                part,
                may, within a period of sixty (60) days thereafter, request a review
                of
                such denial by filing a written notice of appeal with the Committee.
                In
                connection with an appeal, the claimant (or his duly authorized
                representative) may, upon request, review pertinent documents, and
                may
                submit evidence and arguments in writing to the Committee. The Committee
                shall review all comments, documents, records and other information
                submitted by the claimant related to the claim and decide the questions
                presented by the appeal, either with or without holding a hearing,
                and
                shall issue to the claimant a written or electronic notice setting
                forth:
                (1) the specific reasons for the decision, (2) the specific reference
                to pertinent Plan provisions on which the decision is based, (3) a
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant to the claimant’s claim, and (4) a
                statement of the claimant’s right to bring an action under Section 502(a)
                of ERISA. The notice described in the preceding sentence shall be
                issued
                within a period of time not exceeding sixty (60) days after receipt
                of the
                request for review; except that such period of time may be extended,
                if
                special circumstances (including, but not limited to, the need to
                hold a
                hearing) should require, for an additional sixty (60) days commencing
                at
                the end of the initial sixty (60) day period. Written or electronic
                notice
                of such an extension shall be provided to the claimant prior to the
                expiration of the initial sixty (60) day period. The decision of
                the
                Committee shall be final and
                conclusive.

            


    

     

    
      	 	
              (c)

            	
              Any
                electronic notice provided by the Committee to the claimant under
                this
                Section 10.12 shall comply with the requirements for electronic
                communications under 29 CFR § 2520.104b-1(c)(1)(i), (iii) and
                (iv).

            


    

     

    10.13
        QDRO
      Procedures.
      The
      Committee shall establish written procedures to determine the qualified status
      of domestic relations orders and to administer distributions under QDROs. Such
      procedures shall be consistent with any regulations prescribed under Section
      206(d) of ERISA. The Committee shall promptly notify the Participant and any
      alternate payee (as defined in Section 206(d)(3)(K) of ERISA) of the receipt
      of
      an order and the procedures for determining the qualified status of domestic
      relations orders. Within a reasonable period after receipt of an order, the
      Committee shall determine whether the order is qualified and shall notify the
      Participant and each alternate payee of such determination. During any period
      in
      which the qualified status of a domestic relations order is being determined
      (by
      the Committee, by a court, or otherwise), the Committee shall direct the Trustee
      to account separately for the amounts that would have been payable to each
      alternate payee if the order had been determined to be a QDRO. If within
      eighteen (18) months of the receipt of the order, the order (or modification
      thereof) is determined to be a QDRO, the Committee shall direct the Trustee
      to
      pay the segregated amounts (plus any interest thereon) to the person or persons
      entitled thereto. If within eighteen (18) months of the receipt of the order,
      it
      is determined that the order is not qualified, or the issue as to whether the
      order is qualified is not resolved, then the Committee shall direct the Trustee
      to pay the segregated amount (plus any interest thereon) to the person or
      persons who would have been entitled to such amounts if there had been no order.
      Any determination that an order is qualified that is made after the close of
      the
      eighteen (18) month period shall be applied prospectively only.

     

    10.14
        Service
      in Multiple Fiduciary Capacities.
      Any
      person or group of persons may serve in more than one (1) fiduciary capacity
      with respect to the Plan, in accordance with Section 402(c) (1) of
      ERISA.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

    CO-SPONSORSHIP
      OF PLAN AND MERGERS WITH OTHER PLANS 

     

    11.1  
        Co-Sponsorship
      of Plan by Affiliates.
      Any
      Affiliate, with the specific approval of the Board and the Affiliate’s board of
      directors (or other governing body, if applicable), may join in this Plan as
      a
      co-sponsor. Thereupon, such Affiliate shall be included in the definition of
      Company hereunder and shall have the obligation to make contributions to this
      plan sufficient to fund the benefits of its Employees and their Beneficiaries.
      In any such case, this Plan shall remain a single plan with any and all of
      its
      assets derived from Company contributions (regardless of the entity to whose
      contributions such assets can be traced) available to pay the benefits to each
      Participant and Beneficiary hereunder and any other liabilities of the Plan.
      A
      list of the Affiliates that have become co-sponsors of the Plan pursuant to
      this
      Section 11.1, together with the respective effective dates of their
      co-sponsorship, appears in Schedule 11.1, which may be revised when an Affiliate
      becomes a co-sponsor in accordance with this Section 11.1, without the necessity
      of amending the Plan. 

     

    11.2  
        Co-Sponsorship
      of Plan by Adopting Entities.
      Any
      Adopting Entity, with the specific approval of the Board and the Adopting
      Entity’s board of directors (or other governing body, if applicable), may join
      in this Plan as a co-sponsor. Thereupon, such Adopting Entity shall be included
      in the definition of Company hereunder and shall have the obligation to make
      contributions to this Plan sufficient to fund the benefits of its Employees
      and
      their Beneficiaries. A list of the Adopting Entities that have become
      co-sponsors of the Plan pursuant to this Section 11.2, together with the
      respective effective dates of their co-sponsorship, appears in 11.1, which
      may
      be revised when an Adopting Entity becomes a co-sponsor in accordance with
      this
      Section 11.2, without the necessity of amending the Plan.

     

    11.3  
        Merger
      with Plan of Affiliate.

     

    
      	 	
              (a)

            	
              Any
                other pension or retirement plan, sponsored by an Affiliate, may
                be merged
                into this Plan, with this Plan as the surviving instrument, with
                the
                specific approval of the Board and, if applicable, the board of directors
                (or other governing body, if applicable) of the Affiliate. Thereupon,
                if
                the employer sponsoring the merged plan is an Affiliate, the Affiliate
                shall become a co-sponsor of the Plan, and included in the definition
                of
                Company hereunder. In any such case, the Plan shall remain a single
                plan
                with any and all of its assets derived from Company contributions
                (regardless of the entity to whose contributions such assets can
                be
                traced) available to pay the benefits of each Participant and Beneficiary
                hereunder and any other liabilities of the
                Plan.

            


    

     

    
      	 	
              (b)

            	
              The
                assets of the merged plan shall be transferred to the Trustee and
                be
                assets of the Plan, and the liabilities of the merged plan shall
                be
                liabilities of the Plan.

            


    

     

    
      	 	
              (c)

            	
              Each
                Participant in the merged plan shall become a Participant in the
                Plan on
                the merger date, with accrued or vested benefits under the Plan equal
                to
                his accrued or vested benefits under the merged plan, and thereafter
                shall
                continue to participate in the Plan in accordance with its terms.
                Furthermore, each Participant in the merged plan who is an Employee
                on the
                merger date shall be entitled to Credited Service for his service
                under
                the merged plan and the greater of (i) his accrued or vested benefits
                under the Plan on account of such Credited Service or (ii) his accrued
                or
                vested benefits under the merged plan.


            


    

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              It
                is the intention, and it shall be the effect, of this Section 11.3
                that
                any merger of a plan into this Plan be carried out in accordance
                with
                Section 12.3.

            


    

     

    ARTICLE
      XII

    DURATION
      AND AMENDMENT

     

    12.1  
        Reservation
      of Right to Suspend or Terminate Plan.
      Except
      as otherwise provided herein, while it is the intention of the Company that
      the
      Plan shall remain in effect indefinitely, the Board reserves the right to
      suspend or terminate the Plan in whole or in part, at any time and from time
      to
      time, and for any reason whatsoever that in the Board’s sole discretion appears
      to it to make such action advisable.

     

    12.2  
        Reservation
      of Right to Amend Plan.
      Except
      as otherwise provided herein, the plan may be amended in accordance with the
      procedures set forth in this Section 12.2. The Board by duly adopted
      written resolution or by unanimous written consent may modify or amend the
      Plan
      in whole or in part, prospectively or retroactively, at any time and from time
      to time. The Board by duly adopted written resolution or by unanimous written
      consent may delegate the power to so modify or amend the Plan to one or more
      officers of the Company, subject to such conditions as the Board may in its
      sole
      discretion impose. Notwithstanding the preceding sentence, and without the
      necessity of a delegation of authority from the Board, the General Counsel
      of
      the Company may adopt any amendment or modification to the Plan that is, in
      the
      opinion of such General Counsel, necessary or appropriate to comply with
      applicable laws and regulations, including without limitation ERISA and the
      Code. The officers of the Company may take all actions necessary or appropriate
      to implement or effectuate any amendment or modification to the Plan described
      herein. Any modification or amendment of the Plan by one or more officers of
      the
      Company (including without limitation the General Counsel) shall be adopted
      by a
      written instrument executed by such officer or officers. Notwithstanding the
      foregoing, no amendment shall reduce any benefit, that is accrued or treated
      as
      accrued under Section 411(d)(6) of the Code, of any Participant, or the
      percentage (if any) of such benefit that is vested, on the later of the date
      on
      which the amendment is adopted or the date on which the amendment becomes
      effective.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    12.3  
        Transactions
      Subject to Code Section 414(1).
      Except
      as otherwise provided herein, the Plan may be merged into or consolidated with
      another plan, and its assets or liabilities may be transferred to another plan.
      However, to the extent that Section 401(a)(12) or 414(1) of the Code is
      applicable and in accordance therewith, no such merger, consolidation, or
      transfer shall be consummated unless each Employee, retired Employee, former
      Employee, and Beneficiary under the Plan would, if the resulting plan then
      terminated, receive a benefit immediately after the merger, consolidation,
      or
      transfer that is equal to or greater than the benefit he would have been
      entitled to receive immediately before the merger, consolidation, or transfer,
      if the Plan had then terminated; provided that the foregoing provisions of
      this
      Section 12.3 shall not apply if such alternative requirements as may be imposed
      by the regulations under Section 414(1) of the Code are satisfied. For purposes
      of the preceding sentence, the benefit of an Employee, retired Employee, former
      Employee, or Beneficiary upon the deemed termination of a plan shall be
      determined without regard to any requirement under Title IV of ERISA or
      otherwise that (a) the Employer or any other person make additional
      contributions to the Plan in connection with its termination, or (b) any assets
      of the Plan attributable to employee contributions remaining after satisfaction
      of all liabilities described in Section 4044(a) of ERISA be distributed to
      Participants pursuant to Section 4044(d)(3) of ERISA. Any liability transferred
      from the Plan to another plan pursuant to this Section 12.3 shall result in
      the
      extinguishment of such liability hereunder immediately upon such transfer,
      and
      no benefit previously payable under the Plan on account of such liability shall
      be payable under the Plan following such transfer. 

     

    ARTICLE
      XIII

    DISTRIBUTION
      UPON PLAN TERMINATION

     

    13.1  
        Vesting
      on Plan Termination.
      In case
      of a termination or partial termination of the Plan, the rights of all affected
      Employees, retired Employees, and Beneficiaries to benefits accrued under the
      plan to the date of such termination or partial termination, to the extent
      then
      funded, shall be nonforfeitable.

     

    13.2  
        Allocation
      of Assets on Plan Termination.
      Upon
      termination of the Plan, the Committee shall allocate the assets of the Plan
      in
      accordance with the following priority schedule, after providing for reasonable
      Plan administration expenses:

     

    
      	 	
              (a)

            	
              First,
                there shall be paid any portion of a Participant’s accrued benefits
                derived from any non-mandatory contributions by him to the
                Plan;

            


    

     

    
      	 	
              (b)

            	
              Second,
                there shall be paid any portion of a Participant’s accrued benefits
                derived from any mandatory contributions by him to the
                Plan;

            


    

     

    
      	 	
              (c)

            	
              Third,
                there shall be allocated to (i) the benefit of each retired Employee
                (or
                Beneficiary) that was being paid on the date three (3) years prior
                to the
                date of termination, and (ii) the benefit of each Employee (or former
                Employee or Beneficiary) that would have been in pay status three
                (3)
                years prior to the date of termination if the Employee or former
                Employee
                had retired prior to such earlier date and if his benefit had commenced
                (in the normal form of annuity under the Plan) as of the beginning
                of such
                three (3) year period, an amount that is sufficient to provide such
                benefit, payable from the date of termination based on the provisions
                of
                the Plan as in effect during the five (5) year period ending on such
                date
                and under which the benefit was or would have been the
                least;

            


    

     

    
      	 	
              (d)

            	
              Fourth,
                there shall be allocated to each benefit an mount that together with
                any
                amount allocated under subsection (c), above, is sufficient to provide
                the
                portion of the benefit that is guaranteed by the Pension Benefit
                Guaranty
                Corporation, as provided under Title IV of ERISA (without regard
                to
                Sections 4022(b)(5) and 4022(b)(6)
                thereof);

            


    

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    
      	 	
              (e)

            	
              Fifth,
                there shall be allocated to each benefit an amount that together
                with any
                amounts allocated under subsections (c) and (d), above, is sufficient
                to
                provide each such benefit, to the extent it is nonforfeitable;
                

            


    

     

    
      	 	
              (f)

            	
              Sixth,
                there shall be allocated to each benefit the amount that together
                with any
                amounts allocated under subsections (c) through (e), above, is sufficient
                to provide the accrued benefit on the date of the termination;
                and

            


    

     

    
      	 	
              (g)

            	
              Seventh,
                after all liabilities of the Plan have been satisfied, any residual
                assets
                shall be distributed to the Company, except as otherwise required
                by
                Section 4044(d)(3) (A) of ERISA.

            


    

     

    If
      the
      assets of the Plan are insufficient to provide in full the amounts required
      under subsections (a) through (d) above, such assets shall be allocated pro
      rata
      among the benefits described in the subsection for which the required amounts
      first cannot be provided in full. If the assets of the Plan are insufficient
      to
      provide in full the amounts required under subsection (e) above, the assets
      available for allocation under subsection (e) shall be allocated first to
      provide the amounts required under such subsection on the basis of the terms
      of
      the Plan as in effect at the beginning of the five (5) year period ending on
      the
      date of the Plan termination. If the assets of the Plan are insufficient to
      provide such amounts in full, the assets shall be allocated among such amounts
      on a pro rata basis. If the assets of the Plan are sufficient to provide such
      amounts in full, then any remaining assets shall be allocated to provide the
      amounts under such subsection based on the benefits resulting from each
      successive amendment during the five (5) year period until the available assets
      are insufficient to provide the amounts required under subsection (e). The
      assets available for allocation with respect to the benefits resulting from
      the
      first such amendment shall be allocated on a pro rata basis.

     

    13.3  
        Provision
      for Benefits After Plan Termination.
      The
      provision of benefits pursuant to Section 13.2 may be made, in the discretion
      of
      CenturyTel, Inc., by the purchase of annuities or by continuing in existence
      any
      Trust Agreements or arrangements with insurance companies entered into pursuant
      to the Plan and making provision therefrom for benefits, or both, or by
      immediate distribution from the Plan, or by any combination of these means,
      as
      CenturyTel, Inc., in its sole discretion, shall determine.

     

    13.4  
        Computation
      of Benefits After Plan Termination.
      The
      benefits specified in Section 13.2 shall be computed in accordance with the
      provisions of Article VI or the Schedules of the Plan, as applicable, except
      that, to the extent permitted by law, the periods of Vesting Service and
      Credited Service used in the computation of benefits for Employees shall be
      regarded as ended as of the Plan termination date and only Average Annual
      Compensation as of that date shall be taken into account.

     

    13.5  
        Continued
      Employment Not Required After Plan Termination.
      The
      payment of benefits on termination of the Plan shall not be contingent on an
      Employee’s continuing in the service of the Company or any other employer after
      the termination of the Plan, except to the extent such service is otherwise
      required under the Plan to become eligible for a particular benefit or form
      of
      payment.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    13.6  
        Data
      in Company Records on Plan Termination.
      In all
      cases benefits on termination of the Plan shall be determined, to the extent
      permitted by law, on the basis of the Employee’s age, Vesting Service, Credited
      Service, and Average Annual Compensation as shown by the Company’s records as of
      the Plan termination date.

     

    13.7  
        Satisfaction
      of Liabilities on Plan Termination.
      In the
      case of all benefits for which provision is made for the purchase of annuities
      from an insurance company, the delivery of an annuity contract or certificate
      of
      the insurance company from which the annuity is purchased to each Employee,
      retired Employee, former Employee, or Beneficiary to whom such benefits are
      payable shall, to the extent permitted by applicable law, serve to relieve
      the
      Plan from any further obligations for the payment of such benefits. In the
      case
      of all benefits for which provision is not made through the purchase of
      annuities from an insurance company, the judgment of CenturyTel, Inc. as to
      the
      adequacy of the alternative provision shall be final to the extent permitted
      by
      applicable law. If such alternative provision made as of the Plan termination
      date should thereafter at any time appear, in the judgment of CenturyTel, Inc.,
      inadequate or more than sufficient to continue the payment of the amounts
      previously estimated to be payable, the remaining payments of such benefits
      shall be adjusted pro rata in the order of precedence set forth in Section
      13.2.

     

    13.8  
        High-25
      Distribution Restrictions.

     

    
      	 	
              (a)

            	
              Upon
                the termination of the Plan, the benefit of each highly compensated
                employee and each highly compensated former employee (both as defined
                in
                Section 414(q) of the Code) shall be limited to a benefit that is
                nondiscriminatory under Section 401(a)(4) of the
                Code.

            


    

     

    
      	 	
              (b)

            	
              The
                annual payments under the Plan with respect to a Participant shall
                not
                exceed the annual payments that would be made with respect to the
                Participant under a straight life annuity that is the actuarial equivalent
                of his Accrued Benefit. The preceding sentence shall not apply to
                a
                Participant for a calendar year if: (i) the Participant is not among
                the
                twenty-five (25) highly compensated employees and highly compensated
                former employees (both as defined in Section 414(q) of the Code)
                of an
                adopting Affiliate or Adopting Entity with the greatest compensation
                in
                that calendar year or any prior calendar year; (ii) after satisfying
                all
                benefits payable to the Participant under the Plan, the value of
                Plan
                assets does not fall below 110 percent of the Plan’s current liabilities
                (as defined in Section 412(l)(7) of the Code); (iii) the value of
                the
                benefits payable with respect to the Participant under the plan is
                less
                than one percent (1%) of the value of the Plan’s current liabilities (as
                defined in Section 412(l)(7) of the Code and determined before
                distribution to the Participant); or (iv) the value of the benefits
                payable with respect to the Participant under the Plan does not exceed
                the
                amount described in Section 411(a)(11)(A) of the Code. If the Plan
                is
                terminated while the restrictions pursuant to this subsection (b) are in
                effect, amounts in excess of those restrictions shall first be applied
                in
                a nondiscriminatory manner to the satisfaction of any Plan liabilities
                to
                Participants who are not subject to the restrictions, and any balance
                remaining shall then be applied in a nondiscriminatory manner to
                any Plan
                liabilities that may be outstanding with respect to Participants
                who are
                subject to the restrictions.

            


    

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              This
                Section 13.8 is intended to satisfy the requirement of Treas. Reg.
                Section
                1.401(a)(4)-5(b). This Section 13.8 shall not be construed in a manner
                that would impose limitations that are more stringent than those
                required
                by Section 1.401(a)(4)-5(b) of the Treasury Regulations. If Congress
                should provide by statute, or the United States Treasury Department
                or the
                Internal Revenue Service should provide by regulation, ruling, or
                other
                guidance of general applicability, that the foregoing restrictions
                are no
                longer necessary for the Plan to meet the requirements of Section
                401(a)
                of the Code or any other applicable provision of the Internal Revenue
                Code
                then in effect, such restrictions shall become void and shall no
                longer
                apply, without the necessity of further amendment to the
                Plan.

            


    

     

    ARTICLE
      XIV

    INTERCHANGE
      OF BENEFIT OBLIGATIONS 

     

    14.1  
        Interchange
      Agreement Permitted.
      Agreements may be made by the Company with Affiliates other than the Company
      for
      an interchange of the obligations to which they may be subject under similar
      pension plans. These agreements shall provide that:

     

    
      	 	
              (a)

            	
              pension
                plans shall be maintained on a consistent and substantially uniform
                basis
                by all of the companies participating in such interchange
                agreements;

            


    

     

    
      	 	
              (b)

            	
              advance
                provision for the payment of pensions shall be made by each company
                in
                such amounts as may be necessary to provide for and fulfill all
                requirements of its plan as in effect from time to time;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                vesting service and credited service of the Participants under the
                pension
                plans sponsored by the companies that are parties to such agreements
                shall
                include service with all such
                companies.

            


    

     

    ARTICLE
      XV

    GENERAL
      PROVISIONS 

     

    15.1  
        No
      Employment Rights Conferred.
      Neither
      the action of the Company establishing this Plan nor any action taken by the
      Company under the Plan shall be construed as giving to any Employee a right
      to
      be retained in the service of the Company.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    15.2  
        Integration
      Clause.
      No
      Employee, retired Employee, former Employee, Beneficiary, or any other person
      shall be entitled to or have any vested right in or claim to a benefit under
      the
      Plan, except as expressly provided herein.

     

    15.3  
        Incapacity
      of Recipient.
      Benefit
      payments to a retired Employee or a Beneficiary unable to execute a proper
      receipt therefor may be made to a relative or other person, selected by the
      Committee, for the benefit of the retired Employee or the Beneficiary, and
      the
      receipt executed by such person shall discharge the obligations of the Plan
      and
      the Committee to such retired Employee or Beneficiary and anyone claiming
      through either of them.

     

    15.4  
        ERISA
      Fiduciary Duties.
      Nothing
      in the Plan shall relieve or be deemed to relieve any Plan fiduciary from any
      responsibility, obligation, or duty imposed by or under ERISA.

     

    15.5  
        Compliance
      with State and Local Law.
      The
      provisions of this Plan relating to an Employee’s age of retirement shall not be
      applied in circumstances that would cause such provisions to be in violation
      of
      applicable state or local law. In such circumstances, the Employee Benefits
      Committee as Plan Administrator shall modify the application of such provisions
      to the extent necessary to comply with applicable state or local law, but only
      to the extent such laws are not preempted by federal law.

     

    15.6  
        Usage.
      Words in
      the masculine gender shall include the feminine gender and the plural shall
      include the singular unless the context indicates otherwise.

     

    15.7  
        Titles
      and Headings.
      The
      titles to Articles and the headings of Sections, subsections, paragraphs, and
      subparagraphs in this Plan are placed herein for convenience of reference only
      and, as such, shall be of no force or effect in the interpretation of the
      Plan.

     

    15.8  
        Severability
      Clause.
      In the
      event any provision of the Plan is held to be in conflict with or in violation
      of any state or federal statute, rule, or decision, all other provisions of
      this
      Plan shall continue in full force and effect. In the event that the making
      of
      any payment or the provision of any other benefit required under the plan is
      held to be in conflict with or in violation of any state or federal statute,
      rule, or decision or otherwise invalid or unenforceable, such conflict,
      violation, invalidity, or unenforceability shall not prevent any other payment
      or benefit from being made or provided under the Plan, and in the event that
      the
      making of any payment in full or the provision of any other benefit required
      under the Plan in full would be in conflict with or in violation of any state
      or
      federal statute, rule or decision or otherwise invalid or unenforceable, then
      such conflict, violation, invalidity or unenforceability shall not prevent
      such
      payment or benefit from being made or provided in part, to the extent that
      it
      would not be in conflict with or in violation of any state or federal statute,
      rule or decision or otherwise invalid or unenforceable, and the maximum payment
      or benefit that would not be in conflict with or in violation of any state
      or
      federal statute, rule or decision or otherwise invalid or unenforceable, shall
      be made or provided under the Plan.

     

    15.9  
        USERRA
      - Military Service Credit.
      Notwithstanding any provision of this Plan to the contrary, contributions,
      benefits and service credit with respect to qualified military service will
      be
      provided in accordance with Section 414(u) of the Code.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    ARTICLE
      XVI

    TOP-HEAVY
      REQUIREMENTS

     

    16.1  
        In
      General.
      This
      Article XVI shall apply only if the Plan is Top-Heavy, as defined below. If,
      as
      of any Determination Date, as defined below, the Plan is Top-Heavy, the
      provisions of Section 16.4, below, shall take effect as of the first day of
      the
      Plan Year next following the Determination Date and shall continue to be in
      effect until the first day of any subsequent Plan Year following a Determination
      Date as of which it is determined that the Plan is no longer
      Top-Heavy.

     

    16.2  
        Definitions. For
      purposes of this Article XVI, the following definitions shall apply, and shall
      be interpreted in accordance with the provisions of Section 416 of the Code
      and
      the regulations thereunder:

     

    
      	 	
              (a)

            	
              Permissive
                Aggregation Group
                means a group of CenturyTel, Inc. Plans consisting of each CenturyTel,
                Inc. Plan in the Required Aggregation Group and each other CenturyTel,
                Inc. Plan selected by the Committee for inclusion in the Permissive
                Aggregation Group that would not, by its inclusion, prevent the Permissive
                Aggregation Group from continuing to meet the requirements of Sections
                401(a)(4) and 410 of the Code.

            


    

     

    
      	 	
              (b)

            	
              Average
                Compensation
                means the Participant’s average Compensation, as defined in Section
                16.2(c), below, for the period of consecutive years (not exceeding
                five)
                during which the Participant had the greatest aggregate Compensation
                from
                the Company, excluding (i) years ending before 1984, and (ii) years
                commencing after the last Top-Heavy Year, and adjusted, in accordance
                with
                Section 416(c)(1)(D)(ii) of the Code, for years not included in a
                year of
                Vesting Service.

            


    

     

    
      	 	
              (c)

            	
              Compensation
                means compensation for a calendar year within the meaning of Section
                415
                of the Code and the regulations thereunder, but shall not exceed
                the
                annual compensation limit in effect for the calendar year under Section
                401(a)(17) of the Code. 

            


    

     

    
      	 	
              (d)

            	
              Determination
                Date
                means, with respect to any Plan Year, the last day of the preceding
                Plan
                Year.

            


    

     

    
      	 	
              (e)

            	
              Employer
                means the Employer who adopted this Plan and any other Employer some
                or
                all of whose Employees participate in this Plan or in a retirement
                plan
                which is aggregated with this Plan as part of a Permissive or Required
                Aggregation Group

            


    

     

    
      	 	
              (f)

            	
              CenturyTel
                Plan
                means any stock bonus, pension, or profit-sharing plan of the Company
                and
                the Affiliates intended to qualify under Section 401(a) of the
                Code.

            


    

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    
      	 	
              (g)

            	
              Key
                Employee
                means any employee of the Employer who satisfies the criteria set
                forth in
                Section 416(i)(1) of the Code. For purposes of determining who is
                a Key
                Employee, compensation shall mean compensation as defined in Section
                415
                of the Code and the regulations thereunder. Effective January 1,
                2005,
                ‘Key Employee’ means any Employee or former Employee (including any
                deceased Employee) who at any time during the Plan Year that includes
                the
                determination date was an officer of the Employer having annual
                compensation greater than $135,000 (as adjusted under Code Section
                416(i)(1) for Plan Years after 2005), a 5-percent owner of the Employer
                or
                an Affiliate, or a 1-percent owner of the Employer having annual
                compensation of more than $150,000. For this purpose, annual compensation
                means compensation within the meaning of Code Section 415(c)(3).
                The
                determination of who is a Key Employee will be made in accordance
                with
                Code Section 416(i)(1) and the applicable regulations and other guidance
                of general applicability issued thereunder.


            


    

     

    
      	 	
              (h)

            	
              Required
                Aggregation Group
                means (1) each CenturyTel Plan in which a Key Employee is a Participant
                and (2) any other CenturyTel Plan that enables a plan described in
                (1) to
                meet the requirements of Section 401(a)(4) or 410 of the
                Code.

            


    

     

    
      	 	
              (i)

            	
              Top-Heavy
                means that the plan is included in an Aggregation Group under which,
                as of
                the Determination Date, the sum of the present value of the cumulative
                accrued benefits for Key Employees under all defined benefit plans
                in the
                Aggregation Group and the aggregate of all accounts of Key Employees
                under
                all defined contribution plans in the Aggregation Group exceeds sixty
                percent (60%) of the analogous sum determined for all employees.
                The
                determination of whether the Plan is Top-Heavy shall be made in accordance
                with Section 416(g)(2)(B) of the Code and the regulations thereunder.
                

            


    

     

    
      	 	
              (j)

            	
              Top-Heavy
                Ratio
                means the percentage calculated in accordance with Section 16.2(i)
                hereof
                and Section 416(g)(2) of the Code and the Regulations thereunder.
                

            


    

     

    
      	 	
              (k)

            	
              Top-Heavy
                Year
                means a Plan Year for which the Plan is
                Top-Heavy.

            


    

     

    Unless
      otherwise specified herein, other terms in this Article XVI have the respective
      meanings ascribed thereto by the other provisions of the Plan.

     

    16.3  
        Determination
      of Top-Heavy Ratio.
      In
      determining the Top-Heavy Ratio with respect to any Plan Year, the following
      rules shall apply:

     

    
      	 	
              (a)

            	
              The
                accrued benefit of any current Participant shall be calculated, as
                of the
                most recent valuation date that is within a twelve (12) month period
                ending on the Determination Date, as if the Participant had voluntarily
                terminated employment as of such valuation date. Such valuation date
                shall
                be the same valuation date used for computing plan costs for purposes
                of
                the minimum funding provisions of Section 412 of the Code. Unless,
                as of
                the valuation date, the Plan provides for a nonproportional subsidy,
                the
                present value of the accrued benefit shall reflect a benefit commencing
                at
                age sixty-five (65) (or attained age, if later). If, as of the valuation
                date, the Plan provides for a nonproportional subsidy, the benefit
                shall
                be assumed to commence at the age at which the benefit is most
                valuable.

            


    

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                present value of such accrued benefit shall be calculated by multiplying
                the accrued benefit by the appropriate factor in the following table
                based
                on the Participant’s age as of the Determination
                Date.

            


    

     

    
      	
              Age

            	
              Deferred
                Annuity Factor to
                Age 65

            
	
              19

            	
              0.36752

            
	
              20

            	
              0.39337

            
	
              21

            	
              0.42104

            
	
              22

            	
              0.45067

            
	
              23

            	
              0.48240

            
	
              24

            	
              0.51637

            
	
              25

            	
              0.55274

            
	
              26

            	
              0.59169

            
	
              27

            	
              0.63340

            
	
              28

            	
              0.67806

            
	
              29

            	
              0.72589

            
	
              30

            	
              0.77713

            
	
              31

            	
              0.83202

            
	
              32

            	
              0.89084

            
	
              33

            	
              0.95388

            
	
              34

            	
              1.02145

            
	
              35

            	
              1.09389

            
	
              36

            	
              1.17156

            
	
              37

            	
              1.25486

            
	
              38

            	
              1.34422

            
	
              39

            	
              1.44010

            
	
              40

            	
              1.54301

            
	
              41

            	
              1.65348

            
	
              42

            	
              1.77212

            
	
              43

            	
              1.89957

            
	
              44

            	
              2.03654

            
	
              45

            	
              2.18380

            
	
              46

            	
              2.34220

            
	
              47

            	
              2.51265

            
	
              48

            	
              2.69619

            
	
              49

            	
              2.89392

            
	
              50

            	
              3.10709

            


    

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

    


    
      	
              Age

            	
              Deferred
                Annuity Factor to
                Age 65

            
	
              51

            	
              3.33707

            
	
              52

            	
              3.58536

            
	
              53

            	
              3.85366

            
	
              54

            	
              4.14383

            
	
              55

            	
              4.45797

            
	
              56

            	
              4.79844

            
	
              57

            	
              5.16786

            
	
              58

            	
              5.56923

            
	
              59

            	
              6.00589

            
	
              60

            	
              6.48169

            
	
              61

            	
              7.00098

            
	
              62

            	
              7.56874

            
	
              63

            	
              8.19069

            
	
              64

            	
              8.87343

            
	
              65

            	
              9.62458

            
	
              66

            	
              9.41000

            
	
              67

            	
              9.19088

            
	
              68

            	
              8.96748

            
	
              69

            	
              8.73999

            
	
              70

            	
              8.50892

            


    

     

    
      	 	
              (c)

            	
              The
                Plan shall be aggregated with all CenturyTel Plans included in the
                Permissive Aggregation Group.

            


    

     

    
      	 	
              (d)

            	
              The
                present value of accrued benefits and the amounts of account balances
                of
                an Employee as of the determination date shall be increased by the
                distributions made with respect to the Employee under the plan and
                any
                plan aggregated with the Plan under Code Section 416(g)(2) during
                the
                1-year period ending on the determination date. The preceding sentence
                shall also apply to distributions under a terminated plan which,
                had it
                not been terminated, would have been aggregated with the Plan under
                Code
                Section 416(g)(2)(A)(i). In the case of a distribution made for a
                reason
                other than severance from employment, death, or disability, this
                provision
                shall be applied by substituting ‘5-year period’ for ‘1-year period.’ The
                accrued benefits and accounts of any individual who has not performed
                services for the Employer during the 1-year period ending on the
                determination date shall not be taken into
                account.

            


    

     

    
      	 	
              (e)

            	
              The
                accrued benefits and accounts of any individual who has not performed
                services for the Employer during the 1-year period ending on the
                determination date shall not be taken into
                account.

            


    

     

    16.4  
        Top-Heavy
      Minimum Benefits. 

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    


    
      	 	
              (a)

            	
              In
                any Top-Heavy Year, each Participant shall be entitled to the greater
                of:
                

            


    

     

    
      	 	
              (1)

            	
              the
                Pension he otherwise is entitled to under the Plan, or
                

            


    

     

    
      	 	
              (2)

            	
              an
                annual benefit that, when expressed as a benefit commencing at his
                Normal
                Retirement Date (with no ancillary benefits), is equal to two percent
                (2%)
                of the Participant’s Average Compensation for each of the Participant’s
                first ten (10) years of Credited Service after 1983 during which
                the Plan
                is Top-Heavy.

            


    

     

    The
      annual benefit described in paragraph (2), above, shall not be adjusted to
      take
      into account the availability of preretirement death benefits under the
      Plan.

     

    
      	 	
              (b)

            	
              A
                Participant who has completed at least three (3) years of Vesting
                Service
                and who is credited with an Hour of Service in a Top-Heavy Year shall
                have
                a nonforfeitable right to his Accrued
                Benefit.

            


    

     

    
      	 	
              (c)

            	
              For
                each Top-Heavy Year, the Annual Compensation of each Participant
                taken
                into account under the plan for all plan Years (including Plan Years
                before the first Top-Heavy Year) shall not exceed his Compensation
                (as defined in Section 16.2(c)); provided that any benefits accrued
                before a Top-Heavy Year (determined without regard to any Plan amendments
                adopted after the end of the Plan Year next preceding the Top-Heavy
                Year)
                shall not be reduced as a result of the application of this subsection
                (c).

            


    

     

    
      	 	
              (d)

            	
              The
                benefit required by Section 16.4(a) and vested pursuant to Section
                16.4(b)
                shall not be forfeitable under provisions that otherwise would be
                permitted by Section 411(a)(3)(B) (relating to suspension of benefits
                upon
                reemployment) or 411(a)(3)(D) (relating to forfeitures upon withdrawal
                of
                mandatory contributions) of the
                Code.

            


    

     

    
      	 	
              (e)

            	
              The
                Plan shall meet the requirements of this Section 16.4 without taking
                into
                account, in accordance with Section 416(e) of the Code, contributions
                or
                benefits under Chapter 21 of the Code (relating to the Federal Insurance
                Contributions Act), Title II of the Social Security Act, or any other
                federal or state law.

            


    

     

    
      	 	
              (f)

            	
              The
                requirements of this Section 16.4 shall not apply with respect to
                any
                employee included in a unit of employees covered by an agreement
                that the
                Secretary of Labor finds to be a collective bargaining agreement
                between
                employee representatives and one or more Affiliates if there is evidence
                that retirement benefits were the subject of good faith bargaining
                between
                such employee representatives and the
                Affiliate.

            


    

     

    
      	 	
              (g)

            	
              For
                purposes of satisfying the minimum benefit requirements of Code Section
                416(c)(1) and this Plan, in determining Years of Service with the
                Employer, any service with the Employer shall be disregarded to the
                extent
                that such service occurs during a Plan Year when the Plan benefits
                (within
                the meaning of Code Section 410(b)) no Key Employee or former Key
                Employee.

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    


    16.5  
        Termination
      of Top-Heavy Status.
      If, for
      any plan Year after a Top-Heavy Year, the Plan is no longer Top-Heavy, the
      provisions of Section 16.4, above, shall not apply with respect to such Plan
      Year; provided that

     

    
      	 	
              (a)

            	
              the
                Accrued Benefit of any Participant shall not be reduced on account
                of the
                operation of this Section 16.5;

            


    

     

    
      	 	
              (b)

            	
              each
                Participant shall remain fully vested in any portion of the Participant’s
                Accrued Benefit that was fully vested before the Plan ceased to be
                Top-Heavy; and

            


    

     

    
      	 	
              (c)

            	
              any
                Participant who was a Participant in a Top-Heavy Year and who has
                completed at least five (5) years of Vesting Service as of the first
                day
                of the Plan Year in which the Plan is no longer Top-Heavy may elect
                to
                remain subject to the provisions of Section
                16.4(b).

            


    

     

    16.6  
        Interpretation.
      This
      Article XVI is intended to satisfy the requirements imposed by Section 416
      of
      the Code and shall be construed in a manner that will effectuate this intent.
      This Article XVI shall not be construed in a manner that would impose
      requirements that are more stringent than those imposed by Section 416 of the
      Code.

     

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

     

    
      	 	
              CENTURYTEL,
                INC.

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

            


    

     

     

    63