Exhibit 10.3(d)


    
      

    


    Exhibit
      10.3(d)


    EXECUTION
      COPY

    


    


    AMENDED
      AND RESTATED

    CENTURYTEL,
      INC.

    SUPPLEMENTAL
      DEFINED BENEFIT PLAN

    


    CenturyTel,
      Inc., previously Century Telephone Enterprises, Inc., hereby amends and restates
      its Supplemental Defined Benefit Plan (“Plan”), effective January 1, 2005 to
      bring the Plan into compliance with Code §409A and to make certain technical
      amendments to the Plan.

    


    I.    
      Purpose
      of the Plan

    


    1.01 
        This
      Plan
      is intended to provide CenturyTel,
      Inc. and its subsidiaries a method for attracting and retaining
      key employees; to provide a method for recognizing the contributions of such
      personnel; and
      to
      promote executive and managerial flexibility, thereby advancing the interests
      of
      CenturyTel, Inc. and
      its
      stockholders. In addition, the Plan is intended to provide to a select group
      of
      management and
      highly compensated employees a more adequate level of retirement benefits in
      combination with CenturyTel,
      Inc.'s general retirement program. The Plan is not intended to constitute a
      qualified plan under
      Code Section 401(a) and is designed
      to be exempt from the participation, vesting, funding and fiduciary
      responsibility rules of ERISA. The Plan is intended to comply with Code
§409A.

    


    II.
         Definitions

    


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

    


    2.01 
        "ACTUARIAL
      EQUIVALENT" shall
      mean the amount of pension of a different type
      or
      payable at a different age that has the same value as
      computed
      by the actuary on the same basis
      as
      that prescribed in Section 2.2 of the Retirement Plan.

    


    2.02 
        "BENEFIT
      YEARS" shall
      mean Years of Credited Service for benefit accrual purposes as
      determined under Section 2.46 of the Retirement Plan.

    


    2.03 
        "BOARD
      OF DIRECTORS" shall
      mean not less than a quorum of the whole Board of
      Directors of the CenturyTel, Inc..


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.04 
        “CHANGE
      IN CONTROL”
      shall
      mean the occurrence of any of the following, each
      of
      which shall constitute a "Change in Control": (i) the acquisition by any person
      of beneficial
      ownership of 30% or more of the outstanding shares of the common stock, $1.00
      par value per share (the "Common Stock"), of CenturyTel, Inc., or 30% or
more
      of
      the combined voting power of CenturyTel, Inc.'s then outstanding securities
      entitled to vote
      generally in the election of directors; provided,
      however, that
      for
      purposes of this sub-item
      (i),
      the
      following acquisitions shall not constitute a Change of Control: (a) any
acquisition
      (other than a Business Combination (as defined below) which constitutes a
Change
      of
      Control under sub-item (iii) hereof) of Common Stock directly from CenturyTel,
      Inc., (b) any acquisition of Common Stock by CenturyTel, Inc. or its
      subsidiaries, (c) any acquisition of Common
      Stock by any employee benefit plan (or related trust) sponsored or maintained
      by
      CenturyTel, Inc. or any corporation controlled by CenturyTel, Inc., or (d)
      any
      acquisition of Common Stock
      by
      any corporation pursuant to a Business Combination that does not constitute
      a
Change
      of
      Control under sub-item (iii) hereof; or (ii) individuals who, as of January
      1,
      2006, constitute
      the Board of Directors of CenturyTel, Inc. (the "Incumbent Board") cease for
      any
      reason to
      constitute at least a majority of the Board of Directors; provided,
      however, that
      any
individual
      becoming a director subsequent to such date whose election, or nomination for
      election
      by CenturyTel, Inc.'s shareholders, was approved by a vote of at least
      two-thirds of the directors
      then comprising the Incumbent Board shall be considered a member of the
Incumbent
      Board, unless such individual's initial assumption of office occurs as a result
      of an actual
      or
      threatened election contest with respect to the election or removal of directors
      or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
      person other than
      the
      incumbent Board; or (iii) consummation of a reorganization, share exchange,
      merger or
      consolidation (including any such transaction involving any direct or indirect
      subsidiary of CenturyTel,
      Inc., or sale or other disposition of all or substantially all assets of
      CenturyTel, Inc. (a "Business
      Combination"); provided,
      however, that
      in
      no such case shall any such transaction constitute
      a Change of Control if immediately following such Business Combination: (a)
      the
individuals
      and entities who were the beneficial owners of CenturyTel, Inc.'s outstanding
      Common
      Stock and CenturyTel, Inc.'s voting securities entitled to vote generally in
      the
      election of directors
      immediately prior to such Business Combination have direct or indirect
      beneficial ownership, respectively, of more than 50% of the then outstanding
      shares of common stock, and more than 50% of the combined voting power of the
      then outstanding voting securities entitled
      to vote generally in the election of directors of the surviving or successor
      corporation,
      or, if applicable, the ultimate parent company thereof (the "Post-Transaction
      Corporation"),
      and (b) except to the extent that such ownership existed prior to the Business
      Combination, no person (excluding the Post-Transaction Corporation and any
      employee benefit plan or related trust of either CenturyTel, Inc., the
      Post-Transaction Corporation or any subsidiary of either corporation)
      beneficially owns, directly or indirectly, 20% or more of the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination
      or 20% or more of the combined voting power of the then outstanding voting
      securities
      of such corporation, and (c) at least a majority of the members of the board
      of
directors
      of the Post-Transaction Corporation were members of the Incumbent Board at
      the
time
      of
      the execution of the initial agreement, or of the action of the Board of
      Directors, providing
      for such Business Combination; or (iv) approval by the shareholders of
      CenturyTel, Inc. of a complete liquidation or dissolution of CenturyTel, Inc.
      For purposes of this Section 2.04, 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."

     

    
      
        
        

      

      
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    2.05 
        “CODE”
      shall
      mean the Internal Revenue Code of 1986, as amended.

     

    2.06 
        "COMMITTEE"
      shall
      mean three or more members of the Board of Directors as described in Section
      15.01
      of
      the
      Plan, or the Board if no Committee has been appointed.

    


    2.07 
        "COMPANY"
      shall
      mean CenturyTel, Inc. any Subsidiary thereof,
      and any affiliate designated
      by CenturyTel, Inc. as
      a
      participating employer under this Plan.

    


    2.08 
        “DISABLED”
      OR “DISABILITY” shall
      mean that, by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, a Participant is (i) unable to
      engage in any substantial gainful activity or (ii) receiving income replacement
      benefits for a period of not less than 3 months under an accident and health
      plan covering employees of the Participant’s Employer. A Participant will be
      deemed disabled if determined to be disabled in accordance with the Employer’s
      disability program, provided that the definition of disability under such
      disability insurance program complies with the definition in the preceding
      sentence. Also, a Participant will be deemed disabled if determined to be
      totally disabled by the Social Security Administration. 

    


    2.09 
        "EFFECTIVE
      DATE" of
      the
      original Plan was January 1, 1999 and the Effective Date of this Amended and
      Restated Plan shall be January 1, 2005.

    


    2.10 
        “ERISA”
      shall
      mean the Employee Retirement Income Security Act of 1974.

    


    2.11 
        "EMPLOYER"
      shall
      mean CenturyTel, Inc., any Subsidiary thereof,
      and any affiliate designated by CenturyTel, Inc. as
      a
      participating employer under this Plan.

    


    2.12 
        "FINAL
      AVERAGE PAY" shall
      mean a participant's Final Average Compensation
      as determined
      under Section 2.24
      of
      the
      Retirement Plan, without taking into account the limitations contained in
      Sections 2.14(d) and 5.7 thereof.

    


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

    


    2.14 
        "PARTICIPANT"
      shall
      mean any officer of the Employer who is granted participation
      in the Plan in accordance with the provisions of Article III.

    


    2.15 
        "PLAN"
      shall
      mean the Amended and Restated CenturyTel, Inc. Supplemental Defined Benefit
      Plan.


    
      
        
        

      

      
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    2.16 
        “RETIREMENT
      PLAN”
      shall
      mean the CenturyTel Retirement Plan.

    


    2.17 
        "SOCIAL
      SECURITY COVERED COMPENSATION" shall
      mean the amount determined
      pursuant to Section 2.41 of the Retirement Plan.

    


    2.18 
        “SPECIFIED
      EMPLOYEE”
      shall
      mean a Participant who is a key employee (as defined in Code §416(i) and the
      regulations thereunder without regard to Code §416(i)(5)) of the Company if any
      of its stock is publicly traded on an established securities market or otherwise
      as of the Participant’s separation from service. A Participant is a key employee
      if the Participant meets the requirements of Code §416(i)(1)(A)(i), (ii) or
      (iii) (applied in accordance with regulations thereunder and disregarding Code
      §416(i)(5)) at any time during the 12-month period ending on any December 31
      identification date.

    


    2.19 
        "SUBSIDIARY"
      shall
      mean any corporation in which CenturyTel, Inc. owns, directly or
      indirectly through subsidiaries, at least fifty percent (50%) of the combined
      voting power of all classes
      of stock.

    


    III.
        Participation

    


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

    


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

    


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

    


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

    


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

    


    IV.   
        Normal
      Retirement

    


    4.01 
        Subject
      to the provisions of Articles XII and XIII, the monthly retirement benefit
      payable to a Participant shall commence on his Normal Retirement Date and shall
      be the excess, if any, of the sum of the amounts determined pursuant to Sections
      6.1(a)(i) and (a)(ii) of the Retirement Plan computed without taking into
      account the limitations contained in Sections 2.14(d) and 5.7 thereof over
      the
      amount so determined taking into account such limitations; the resulting benefit
      shall be further reduced by the amount determined pursuant to Section
      6.1(a)(iii) of the CenturyTel Retirement Plan, if any.

     

    
      
        
        

      

      
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    V.
         Late
      Retirement

    


    5.01 
        If
      a
      Participant remains employed
      beyond his Normal Retirement Date, his late retirement
      benefit shall commence on the first day of the month coincident with or next
      following his actual date of
      separation from service, subject to the provisions of Articles XII and
      XIII.

    


    5.02 
        A
      Participant's late retirement benefit shall be the excess, if any, of the sum
      of
      the amounts determined pursuant to Sections 6.1(a)(i) and (ii) and 6.3 of the
      Retirement Plan, computed
      without taking into account the
      limitations contained in Section 2.14(d) and 5.7
      thereof,
      over the amount so determined taking into account
      such limitations; the resulting benefit shall be further reduced by the amount
      determined pursuant to Sections 6.1(a)(iii) of the Retirement Plan, if
      any.

    


    VI.   Early
      Retirement

    


    6.01 
        A
      Participant who has attained age 55, and who has completed 5 or more Years
      of
Service,
      is eligible for early retirement. An eligible Participant's early retirement
      benefit shall commence on the first day of
      the
      month coincident with or next following the date he terminates employment,
      subject to the provisions of Articles XII and XIII.

    


    6.02 
        A
      Participant's early retirement benefit shall be the excess, if any, of the
      sum
      of the amounts determined pursuant to Sections 6.1(a)(i) and (ii) and 6.2 of
      the
      Retirement Plan, computed without taking into account the limitations contained
      in Sections 2.14(d) and 5.7 thereof, over the amount so determined taking into
      account such limitations; the resulting benefit shall be further reduced by
      the
      amount determined pursuant to Sections 6.1(a)(iii) of the Retirement Plan,
      if
      any.

    


    VII. 
        Disability

    


    7.01 
        A
      Participant who becomes Disabled prior
      to
      retirement or termination of service will be entitled to a disability
      benefit equal to the excess, if any, of the sum of the amounts determined
      pursuant to Sections 6.1(a)(i) and (ii) and 6.4 of the Retirement Plan, computed
      without taking into account the limitations contained in Sections 2.14(d) and
      5.7 thereof, over the amount so determined taking into account such limitations;
      the resulting benefit shall be further reduced by the amount determined pursuant
      to Sections 6.1(a)(iii) of the Retirement Plan, if any.

    


    7.02 
        A
      Participant’s disability benefit shall commence on his Normal Retirement Date,
      provided that if the Participant’s Disability was caused by or contributed to by
      mental disorders or medical or surgical treatment of mental disorders, his
      disability benefit shall commence on the later of his 55th
      birthday
      or 2 years after he became mentally Disabled, subject to the provision of
      Articles XII and XIII.


    
      
        
        

      

      
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    VIII.
        Death
      Benefit for Spouse

     

    8.01 
        A
      spouse
      of a Participant shall be entitled to a benefit computed in accordance with
      Section 8.02 if the Participant dies before the Annuity Starting Date as defined
      in the Retirement Plan and if the requirements of (a) and (b) below are
      satisfied:

    


    (a)  the
      Participant had earned a nonforfeitable right to benefits under the Retirement
      Plan, and

    


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

    


    8.02 
        The
      monthly death benefit payable to the spouse of a Participant shall be the excess
      of
      an
      amount determined pursuant to Section 6.1(a)(i)
      and (ii) of
      the
      Retirement Plan, computed without
      taking into account the limitations contained in Section 2.14(d)
      and 5.7 thereof,
      over the amount so
      determined taking into account such limitations; the resulting benefit shall
      be
      further reduced by the amount determined pursuant to Section 6.1(a)(iii) of
      the
      Retirement Plan, if any. The
      benefit payable to a spouse who qualifies for a spouse’s benefit under Section
      8.01 shall be further reduced as follows:

    


    (a)  If
      at
      death the Participant is age 55 or over, or actively employed by the Company
      with 30 or more Years of Service under the Retirement Plan, the benefit of
      the
      spouse shall be the amount payable to the spouse as beneficiary of the survivor
      annuity portion of the joint and survivor annuity under Section 11.01 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 30 or more Years of Service under the Retirement Plan before age 55, the
      Participant shall be assumed to be age 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 joint and survivor annuity under Section 11.01
      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 55.

    


    8.03 
        Subject
      to the provisions of Articles XII and XIII, benefits for a spouse under Section
      8.02(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,
      and benefits under Section 8.02(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 55, subject to the provisions of Articles XII and
      XIII.

     

    
      
        
        

      

      
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    8.04 
        If
      a
      Participant has no surviving spouse at the date of his or her death, no death
      benefit shall
      be
      paid under this Plan.

    


    IX.   Reemployment

    


    9.01 
        If
      a
      Participant who retired or otherwise terminated employment for any reason and
      commenced receiving benefits under the Plan is later rehired by
      the
      Company, benefit payments shall continue as if the Participant had not been
      rehired. If the Participant is again approved for coverage by the Committee
      under Section 3.02, the Participant’s benefits upon his subsequent retirement or
      termination of employment for any reason shall be determined as
      follows:

    


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

    


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

    


    (c)  If
      a
      Participant retires prior to his Normal Retirement Date and is eligible for
      early retirement according to Section 6.01, the early retirement benefit payable
      to a Participant shall be determined pursuant to Section 6.02, reduced by the
      Actuarial Equivalent of the benefit payments the Participant previously
      received.

    


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

    


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

    


    X.   Termination
      of Service; Change in Control

    


    10.01  If
      a
      Participant voluntarily or involuntarily separates from service prior to death,
      disability or retirement, he shall be entitled
      only to his vested accrued benefits at the time of termination and shall be
      vested in such accrued benefits
      in accordance with the following schedule:

    


    
      	
              Years
                of Service

            	
              Vested 

            
	
              less
                than 5

            	
              0%

            
	
              5
                or more

            	
              100%

            


    

     

    
      
        
        

      

      
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    10.02  A
      Participant's vested accrued benefit shall be equal to the excess of an amount
      determined
      pursuant to Sections 6.1(a)(i)
      and (ii) and 6.6 of
      the
      Retirement Plan, computed without
      taking into account the limitations contained in Sections 2.14(d) and
      5.7
      thereof, over the amount so
      determined taking into account such limitations; the resulting benefit shall
      be
      further reduced by the amount determined pursuant to Sections 6.1(a)(iii) and
      6.6 of the Retirement Plan, if any. Payment of the amount so determined shall
      commence on the first day of the month following the Participant’s
      55th
      birthday, subject to the provisions of Articles XII and XIII. Nonvested accrued
      benefits shall be forfeited.

    


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

    


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

     

    (i)  With
      respect to any Active Participant who, after giving effect to the terms
      of
      subsection (b)(iv) below, is eligible as of
      the
      date of Termination
      to receive benefits under Articles IV or V of this
      Plan, the Lump Sum Payment shall equal the Present Value (as defined
      below) of the stream of payments to which such participant would have otherwise
      been entitled to receive immediately upon Termination in accordance with
      Articles IV or V of this Plan (assuming such benefits are paid in the form
      of a
      lifetime annuity), based upon such participant's Final Average Pay, Social
      Security
      Covered Compensation and Benefit Years as of the date of Termination,
      after
      giving effect to the
      terms
      of subsection (b)(iv) below.


    
      
        
        

      

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

    


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

    


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

    


    (v)  As
      used
      in this Section with respect to any amount, the "Present Value"
      of
      such amount shall mean the discounted value of such amount
      that is determined by making customary present value calculations
      in accordance with generally accepted actuarial principles,
      provided that (A) the discount interest rate applied in connection
      therewith shall equal the interest rate quoted by the Bloomberg
      Municipal AAA General Obligation 5-Year Index (as of the close of business
      on
      the first business day of the calendar quarter in
      which
      such present value calculations are made) or, in the event such
      index is no longer published, any similar index for comparable municipal
      securities and (B) the mortality table applied in connection therewith
      shall be the mortality table prescribed by the Commissioner of
      Internal Revenue under §417(e)(3)(A)(ii)(I)
      of
      the
Code
      or
      any successor table prescribed by such organization.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


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

    


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

    


    XI.   
        Form
      of Benefit Payment 

    


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

     

    11.02  A
      Participant may, before any annuity payment has been made, elect the optional
      form of payment which is the Actuarial Equivalent of a Participant's basic
      monthly pension, which shall begin on his benefit commencement date. The
      optional form of payment is as
      follows:


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Alternative
      Joint and Survivor Annuity.

     

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

     

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

     

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

     

    11.03  Notwithstanding
      any other provision of the Plan, each Inactive Participant as of November 17,
      2005 shall have the following options, which he must exercise no later than
      December 15, 2005, so that a cash payment (if elected) can be distributed to
      the
      Participant prior to 2006:

    


    Option
      1: Receive
      a
      single sum payment in 2005 of the Actuarial Equivalent present value of the
      Participant’s accrued benefit under the Plan, or

     

    Option
      2: Retain
      the Participant’s accrued benefit under the Plan, as amended to comply with Code
      Section 409A. 

     

    XII.  
        Acceleration
      of Payments.

     

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


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    XIII. 
        Delay
      of Payments

     

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

    


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

    


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

    


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


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


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

    


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

    


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

     

    XIV.
        Additional
      Restrictions on Benefit Payments

    


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

    


    XV. 
        Administration
      and Interpretation

    


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

    


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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    XVI. 
        Nature
      of the Plan

     

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

    


    XVII.  Employment
      Relationship

    


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

     

    XVIII.  Amendment
      and Termination of Plan

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


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

    


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

    


    XIX.
        Binding
      Effect

    


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

    


    XX.  
        Construction

    


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

    


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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    XXI.
        Demand
      For Benefits

     

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

    


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

    


    
      	 	
              CENTURYTEL,
                INC

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                R. Stewart Ewing, Jr.

            
	 	 	
              R.
                Stewart Ewing, Jr.

            
	 	 	
              Executive
                Vice-President and Chief
                Financial Officer

            


    

     

     

    16