Unassociated Document


    Exhibit
10.1(a)

    


    FIFTH
AMENDMENT TO THE

    CENTURYTEL
DOLLARS & SENSE 401(K) PLAN

    AS
AMENDED AND RESTATED

    EFFECTIVE
DECEMBER 31, 2006

    


    WHEREAS, the CenturyTel
Dollars & Sense 401(k) Plan (“Plan”) was amended and restated by CenturyTel,
Inc. (the “Company”) effective December 31, 2006;

     

    WHEREAS, the Company desires
to amend the Plan to fully comply with the final Treasury Regulations under
Internal Revenue Code § 415;

     

    WHEREAS, the Company reserved
the right to amend the Plan in Section 14.2 of the Plan and delegated to the
Retirement Committee the right to amend the Plan to comply with changes in
governing laws and regulations;

     

    NOW, THEREFORE, effective
January 1, 2008, the Plan is amended as follows:

     

    
      I.

       

      Paragraph
(a) of Section 1.13, Compensation, is
amended and restated in its entirety to read as follows:

       

    

     

    
      
        	
                 
      

              	
                (a)

              	
                Compensation.  Effective
      January 1, 2007, Compensation shall mean, for all Participating Employers,
      the total amounts paid to a Participant by an Employer reported on Form
      W-2 of the Participant plus Elective Deferrals, including Catch-up
      Contributions, made pursuant to Section 3.1(d) of the Plan, contributions
      to Code Section 125 plans, contributions to pay for qualified
      transportation fringe benefits under Code Section 132(f)(2), and effective
      January 1, 2008, payments made after severance from employment for
      services rendered during the Participant’s regular working hours, provided
      such payments are made within 2 1⁄2 months after severance from employment
      (or by the end of the Plan Year in which the severance from employment
      occurred, if later) and such payments would have been paid to the
      Participant prior to severance from employment if the Participant had
      continued in employment and would have been treated as Compensation at
      such time.  Compensation shall exclude the following unless
      stated otherwise:

              


      

       

       

    

    
      
        	
                 
      

              	
                (i)

              	
                Overtime;
      however, if an Employee has fewer than 80 hours of standard pay in his two
      week payroll period, overtime pay is converted to standard pay until the
      Employee has 80 hours for Plan
purposes;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Back-pay
      awards;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Premium
      pay;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Broad-based
      bonuses not included under the Employer’s normal compensation programs,
      such as completion bonuses, referral bonuses, relocation bonuses, and
      Christmas bonuses, points & awards gross-up, prizes & awards,
      (team performance awards and individual performance bonuses are
      included);

              


      

       

      
        	
                 
      

              	
                (v)

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

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                Deferred
      compensation, employee stock purchase plan, stock appreciation rights,
      stock options, and welfare
benefits;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                Restricted
      stock awards under the Company’s Restricted Stock Plan or Key Employee
      Incentive Compensation Plan; and

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                Severance
      pay or termination pay in any form.

              


      

       

    

    
      II.

       

      The
first sentence of Paragraph (b), Section 415
Compensation, of Section 1.13, Compensation, is
amended to read as follows:

       

                      
Section 415 Compensation shall mean compensation as that term is used in Section
415(c)(3) of the Code.

       

      
        III.

         

        Paragraph
(b), Correction of
Excess Annual Additions, of Section 5.1, Defined Contribution
Limitation, is amended and restated in its entirety to read as
follows:

         

        
          	
                   
      

                	
                  (b)

                	
                  Correction of Excess
      Annual Additions.  If, as a result of the allocation of
      forfeitures, a reasonable error in estimating the Participant’s Section
      415 Compensation, or a reasonable error in estimating the amount of
      Elective Deferrals that may be made with respect to any Participant under
      the limits of Section 415 of the Code or under other facts and
      circumstances permitted by the Commissioner of the Internal Revenue
      Service, Annual Additions exceed the limitation set forth in Section
      5.1(a), the excess will be disposed of in accordance with the Employee
      Plans Compliance Resolution System (EPCRS), Rev. Proc. 2008-50, 2008-35
      I.R.B. 464, or such other method(s) deemed acceptable by the Internal
      Revenue Service.

                


        

         

        IV.

         

        Paragraph
(c), Annual
Addition, of Section 5.1, Defined Contribution
Limitation, is amended and restated in its entirety to read as
follows:

         

        
          	
                   
      

                	
                  (c)

                	
                  Annual
      Addition.   Annual Addition means annual addition as
      that term is used in Section 415(c)(2) of the Code and Treasury Regulation
      Section 1.415(c)-1(b).

                


        

         

                        
IN WITNESS WHEREOF, the Company has executed this amendment on
this 15th day of September, 2009.

         

         

        
          
            	 
      	
                    CENTURYTEL,
      INC.

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    By:
      /s/ Stacey W. Goff      

                  
	 
      	
                    Name:  Stacey
      W. Goff

                  
	 
      	
                    Title:  Executive
      Vice-President,

                               General
      Counsel and
Secretary