Unassociated Document


    Exhibit
10.1(c)

    


    
      


    

    AMENDMENT
NO. 6

    TO
THE

    CENTURYTEL
RETIREMENT PLAN

    


    


    WHEREAS, the CenturyTel
Retirement Plan (“Plan”) was amended and restated by CenturyTel, Inc. (the
“Company”) effective December 31, 2006;

     

    WHEREAS, the Company desires
to amend the Plan to revise the Plan’s provisions regarding administration of
the Plan;

     

    WHEREAS, the Company must
amend the Plan to bring it into compliance with the Pension Protection Act of
2006 (“PPA”), the Heroes Earnings Assistance and Relief Tax Act of 2008 (the
“HEART Act”), and the Worker, Retiree, and Employee Recovery Act of 2008 (the
“Recovery Act”);

     

    NOW, THEREFORE, the Plan is amended
effective as of the dates set forth below, as follows:

     

    
      I.

       

      Effective
January 1, 2008, Section 2.2, Actuarial Equivalency
or Actuarial
Equivalent, is amended to read in its entirety as follows:

       

      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.  Furthermore, on and
after January 1, 2008, the interest rate shall be the rate specified by Code
Section 417(e)(3)(C) and mortality shall be as provided in Code Section
417(e)(3)(B).

       

      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 (other than a change in accordance with the Pension Protection Act of
2006), 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 and prior to January 1, 2008,
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.

       

      Effective
for distributions with annuity starting dates on or after January 1, 2008, the
applicable mortality table used for purposes of adjusting any benefit or
limitation under Section 415(b)(2)(B), (C), or (D) of the Code set forth in this
Plan and the applicable mortality table used for purposes of satisfying the
requirements of Section 417(e) of the Code set forth in this Plan, is the table
prescribed in IRS Revenue Ruling 2007-67.

       

    

    
      II.

       

      Effective
January 1, 2010, Section 2.12, Committee, is amended
to read in its entirety as follows:

       

      2.12           Committee means the CenturyLink
Retirement Committee, which is the committee that administers the Plan pursuant
to Article X.

       

      III.

       

      Effective
January 1, 2009, the flush language is added to the end of Section 2.14, Compensation:

       

      Effective
January 1, 2009, regardless of an Employee’s active or inactive status,
Compensation shall include any differential wage payment, as defined by Section
3401(h)(2) of the Code, paid by the Employer to a Participant while on qualified
military service (as defined in Code Section 414(u)).

       

      IV.

       

      Effective
January 1, 2007, paragraph (iii) of Section 5.7(c), as amended by Amendment No.
5, is amended in its entirety to read as follows:

       

      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 the year 2008, and for years after 2008.  For 2004 and 2005, the
interest rate shall be 5.5%.  For years 2006 and 2007, 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.

       

    

    
      V.

       

      Effective
January 1, 2007, Section 5.8, Death Benefit, as
amended by Amendments No. 1 & 2, is further amended to adding a new sentence
at the end of such section to read as follows:

       

      If a
Participant dies while performing qualified military service (as defined in Code
Section 414(u)), the Participant’s Beneficiary shall be entitled to any
additional benefits (other than benefit accruals relating to the period of
qualified military service) provided under the Plan as if the Participant had
resumed and then terminated employment on account of death.

       

      VI.

       

      Effective
January 1, 2007, paragraph (a) of Section 7.4, Timing of Election and
Spousal Consent, is amended in its entirety to read as
follows:

       

      Any
election or revocation of a form of benefit shall be made within the one hundred
eighty (180) 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.

       

      VII.

       

      Effective
January 1, 2007, the introductory language to Section 7.5, Notice Requirements,
is amended in its entirety to read as follows:

       

      Not less
than thirty (30) days nor more than one hundred eighty (180) 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:

       

      VIII.

       

      Effective
January 1, 2007, the second sentence of Section 7.11, Early Commencement
Election, is amended in its entirety to read as follows:

       

      The
election shall be in writing, in a form acceptable to the Committee, and
executed and filed with the Committee during the one hundred eighty (180) day
period ending on the commencement date of the Employee’s benefits, or during
such other period permitted or required by law.

       

      IX.

       

      Effective
January 1, 2007, the third sentence of Subsection (b)(1) of Section 7.13, Eligible Rollover
Distributions, is amended in its entirety to read as
follows:

       

      However,
such portion may be transferred only to an individual retirement account or
annuity described in Code Section 408(a) or (b) or Code Section 408A, or to a
qualified defined benefit plan or qualified defined contribution plan described
in Code Section 401(a), 403(a) or (b),  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.

       

    

    
      X.

       

      Effective
January 1, 2008, the first sentence of Section 7.13(b)(2 is amended in its
entirety to read as follows:

       

      An
eligible retirement plan is: (A) an individual retirement account or annuity
described in Section 408(a) or (b) of the Code; (B) a Roth IRA described in
Section 408A of the Code; (C) an annuity plan described in Section 403(a) or (b)
of the Code; (D) a qualified trust described in Section 401(a) of the Code; or
(E) an eligible plan under Section 457 of the Code maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state; any of which accepts the distributee’s
eligible rollover distribution.

       

      XI.

       

      Effective
January 1, 2010, the Plan is amended to add a new paragraph (c) to Section 7.13,
Eligible Rollover
Distributions, to read as follows:

       

      
        	
                 
      

              	
                (c)

              	
                Non-spouse
      Beneficiary.  For distributions after December 31, 2009, a
      non-spouse Beneficiary who is a “designated beneficiary” under Section
      401(a)(9)(E) of the Code and the Treasury Regulations thereunder may
      execute a direct rollover of all or any portion of his or her distribution
      to an individual retirement account or annuity (“IRA”) described in
      Section 408(a) or (b) of the Code, or a Roth IRA described in section 408A
      of the Code, that is established on behalf of the designated beneficiary
      and that will be treated as an inherited IRA pursuant to Section
      402(c)(11) of the Code.  Such distribution must satisfy the
      definition of an “Eligible Rollover Distribution” in Section
      7.13(b)(1).

              


      

       

      XII.

       

                   
Effective January 1, 2010, Article X, Fiduciary
Responsibilities and Plan Administration, is amended in its entirety to read as
follows:

       

      
        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, the Charter of
the CenturyLink Retirement Committee (the “Charter”) 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 such fiduciary and that such fiduciary shall not be charged with the
responsibilities assigned to any other fiduciary.

         

        10.2           Committee.  The
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.

         

        10.3           Membership
of the Committee.  The Committee shall consist of 5
members.  The 2 Chairpersons of the Committee shall be the persons
serving from time to time as the Senior Vice-President Human Resources and as
the Senior Vice-President, Treasurer of the Company (or equivalent positions if
such positions no longer exist).  The Chairpersons shall jointly
appoint the remaining members of the Committee from among the officers and
employees of the Company or an Affiliate as at large members.  The
Chairpersons may jointly remove and replace any member of the Committee at any
time and shall replace any member who resigns in writing or who otherwise
becomes unable to serve.   If the positions or equivalent
positions of Senior Vice-President Human resources or Senior Vice-President,
Treasurer or both cease to exist within CenturyLink or a Chairperson resigns his
or her position as Chairperson of the Committee or otherwise becomes unable to
serve (unless and until an equivalent position is created and filled or another
individual is appointed to the officer position of such Chairperson), the
vacancy shall be temporarily filled by the other most tenured officer in the
Human Resources Department or Treasury Department of the Company, as the case
may be, who is neither an executive officer of CenturyLink nor a member of the
CenturyLink Pension Benefit Administration Committee and who has not previously
resigned as a Chairperson of the Committee.  If the Committee is
required to take any action before a vacancy is filled, the remaining members
may act before the vacancy is filled.

         

        10.4           Duties
and Responsibilities of Fiduciaries.  A Plan fiduciary shall
have only those specific powers, duties, responsibilities and obligations as are
explicitly given to such fiduciary under the Charter, Plan and Trust Agreement
and shall not be responsible for any act or failure to act of another
fiduciary.  The Committee shall have the sole responsibility for the
administration of the Plan, as more fully described in Section 10.5 of the Plan
and in the Charter to the extent that it is not inconsistent with the provisions
of this Article X.

         

        10.5           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;

                  


          

           

          
            	
                     
      

                  	
                    (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 and as specified in the Charter.  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.

           

          10.6           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.

           

          10.7           Liability.  The
Company shall indemnify and defend any Plan fiduciary who is an officer,
director, or employee of the Company, another Employer or an Affiliate against
any claim or liability that arises from any action or inaction in connection
with the Plan, subject to the following rules:

           

        

        
          
            	
                     
      

                  	
                    (a)

                  	
                    Coverage
      shall be limited to actions taken in good faith that the fiduciary
      reasonably believed were not opposed to the best interest of the
      Plan;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    Negligence
      by the fiduciary shall be covered to the fullest extent permitted by law;
      and

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    Coverage
      by the Company shall be reduced to the extent of any insurance
      coverage.

                  


          

           

          10.8           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 Committee 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.

           

          10.9           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.

           

          10.10           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.

           

          10.11           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.

           

          10.12           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.

           

          10.13           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.

           

        

        
          10.14           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 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 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 18 month period shall be applied prospectively
only.  Effective April 6, 2007, a domestic relations order that
otherwise satisfies the requirements for a QDRO will not fail to be a QDRO
solely because of the time the order is issued or because the order is issued
after, or revises, another domestic relations order or QDRO.  Such an
order is subject to the same requirements and protections which apply to QDROs,
including the procedures described in Section 414(p)(7) of the Code during the
period the determination is being made.

           

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

                                         


            10.16           Benefit
Claim Procedure. Any claim or appeal
for benefits under this Plan shall be made in writing in such form and pursuant
to such procedures as are prescribed by the Committee and set forth in the
summary plan description.

             

            
              ARTICLE
XVII

              FUNDING-BASED
LIMITATIONS ON BENEFITS

              UNDER
SECTION 436 of the code

              


              17.1           Application. This Article XVII shall apply notwithstanding any
other provision of the Plan.  This Article XVII is intended to impose
restrictions only to the extent required under Section 436 of the Code and the
regulations thereunder and shall be applied and interpreted
accordingly.  In the event any limitation in this Article XVII is
determined not to be required by Section 436 of the Code, such limitation shall
not be applied.

               

              17.2           Definitions.  Notwithstanding the general definitions in this
Section, any terms used in this Article XVII shall have the same meaning as
provided under Code Section 436 and applicable Treasury
regulations.

               

              
                
                  	
                           
      

                        	
                          (a)

                        	
                          Adjusted
      Funding Target Attainment Percentage  (AFTAP) for
      purposes of Code Section 436 is equal to the funding target attainment
      percentage (FTAP) under Code Section 430, except that the total amount of
      annuity purchases for nonhighly compensated employees which were made by
      the Plan during the preceding two Plan Years is added to both the
      numerator and denominator.

                        


                

                 

                
                  	
                           
      

                        	
                          (b)

                        	
                          Unpredictable
      Contingent Event Benefit means any benefit payable on account of:
      (i) plant shutdown or similar event (whether full or partial), or (ii) any
      event (including the absence of an event) other than attainment of an age,
      performance of service, receipt or derivation of compensation, or
      occurrence of death or disability.

                        


                

                 

                
                  	
                           
      

                        	
                          (c)

                        	
                          Prohibited
      Payment means (i) any payment in excess of the monthly amount paid
      under a single life annuity (including social security supplements
      described in Section 411(a)(9) of the Code) paid during a prohibited
      period; (ii) any payment for a purchase of an irrevocable commitment from
      an insurer to pay benefits; (iii) any transfer of assets and liabilities
      to another plan maintained by the Employer or an Affiliate that is made in
      order to avoid or terminate the application of Code Section 436 benefit
      limitations; and (iv) any other amount identified as a prohibited payment
      by the Commissioner of the Internal Revenue Service in guidance published
      in the Internal Revenue Bulletin.

                        


                

                 

                
                  	
                           
      

                        	
                          (d)

                        	
                          Section
      436 Measurement Date means the date that stops or starts the
      restrictions under Section 436(d) of the Code (limitations on accelerated
      benefit distributions) and Section 436(e) of the Code (limitation on
      benefit accruals for plans with severe funding shortfalls), and is also
      used for applying the limitations on Unpredictable Contingent Event
      Benefits and limitations on plan amendments that increase liability for
      benefits.

                        


                

                 

                17.3           Limitation
on Unpredictable Contingent Event Benefits. No unpredictable contingent event benefit otherwise
payable under the Plan shall be paid during a Plan Year if the Plan’s AFTAP for
the Plan Year is less than 60 percent (or would be less than 60 percent taking
into account the Unpredictable Contingent Event Benefit).

                 

                17.4           Limitation
on Plan Amendments Increasing Liability for Benefits. No amendment to the Plan that has the effect of
increasing liabilities of the Plan by reason of increases in benefits,
establishment of new benefits, changing the rate of benefit accrual, or changing
the rate at which benefits become nonforfeitable shall take effect if the AFTAP
for the Plan Year is less than 80 percent (or would be less than 80 percent if
the benefits attributable to the amendment were taken into
account).  This restriction shall not apply to amendments made
pursuant to a mandatory increase in the vesting of benefits under the Code or
ERISA or in such other cases as may be provided in regulations under the Code or
ERISA, or if the benefit formula is not based on a Participant’s compensation,
and the rate of the benefit increase does not exceed the contemporaneous rate of
increase in average compensation for the Plan Participants covered by the
amendment.

                 

                17.5           Limitations
on Accelerated Benefit Payments.

                 

                
                  
                    	
                             
      

                          	
                            (a)

                          	
                            Limitation on
      accelerated benefit payments if Plan is less than 60 percent
      funded.  If the Plan’s AFTAP for a Plan Year is less than
      60 percent, no Prohibited Payment will be made with an Annuity Starting
      Date within such Plan Year and on or after the applicable Section 436
      Measurement Date.  If a Participant or Beneficiary requests a
      distribution that is prohibited under this Section 17.5, the Participant
      or Beneficiary may elect to receive benefits under another form available
      under the Plan or to defer payment to a later date (to the extent
      permitted under the Plan and the
Code).

                          


                  

                   

                  
                    	
                             
      

                          	
                            (b)

                          	
                            Limited payment of
      accelerated benefits if Plan is at least 60 percent funded but less than
      80 percent funded.

                          


                  

                   

                

                
                  
                    	
                             
      

                          	
                            (1)

                          	
                            General
      rule.  If the Plan’s AFTAP for a Plan Year is 60 percent or more
      but less than 80 percent, a Participant or Beneficiary may elect the
      payment of a benefit with an Annuity Starting Date on or after the
      applicable Section 436 measurement date in the form of a prohibited
      payment only if the portion of the benefit that is being paid in a
      prohibited payment (as described below) does not exceed the lesser of (A)
      50 percent of the present value of the benefits (or, if greater, 50
      percent of the amount of any single sum that would otherwise be payable),
      or (B) the present value of the PBGC guarantee amount, using assumptions
      set forth in Section 417(e) of the
Code.

                          


                  

                   

                  For
purposes of this Section 17.5(b)(1), the portion of the benefit being paid in a
prohibited payment is the excess of each payment over the smallest payment
during the Participant’s lifetime under the optional form of benefit (treating a
period after the Annuity Starting Date and during the Participant’s lifetime in
which no payments are made as a payment of zero).

                   

                  
                    	
                             
      

                          	
                            (2)

                          	
                            Bifurcation of
      benefit.  If a distribution would otherwise be prohibited
      under this Section 17.5(b), then the Participant or Beneficiary may elect
      to:  (A) commence benefits with respect to the entire benefit
      under another form available under the Plan that is not prohibited; (B)
      defer payment until a later date (to the extent permitted under the Plan
      and the Code) or (C) bifurcate the benefit into “restricted” and
      “unrestricted” portions, as defined in Section 436 of the Code and
      associated Treasury Regulations.  If the Participant or
      Beneficiary elects to bifurcate the benefit, the Participant or
      Beneficiary may elect any optional form of benefit otherwise available
      under the Plan with respect to the unrestricted portion.  With
      respect to the restricted portion of the benefit, the Participant or
      Beneficiary may elect payment in any form of benefit otherwise available
      under the Plan that is not a prohibited
payment.

                          


                  

                   

                  
                    	
                             
      

                          	
                            (3)

                          	
                            One-time
      application.  In the case of a Participant who receives a
      prohibited payment by reason of the bifurcation under Section 17.5(b)(2),
      the Participant cannot thereafter receive any additional Prohibited
      Payment during any period of consecutive Plan Years to which any
      limitation under this Section 17.5 applies.  For purposes of
      applying this limitation, the benefits provided to Participants and
      Beneficiaries shall be aggregated as provided in the Code and Treasury
      Regulations.

                          


                  

                   

                  
                    
                      	
                               
      

                            	
                              (c)

                            	
                              Limitation on payments
      during bankruptcy.  No Prohibited Payment will be made
      with an Annuity Starting Date that is during any period in which the
      Employer is a debtor in a case under Title 11 of the United States Code,
      or similar Federal or State law, except for payments made with an Annuity
      Starting Date within a Plan Year that is on or after the date on which the
      Plan’s actuary certifies that the Plan’s AFTAP for that Plan Year is at
      least 100 percent.

                            


                    

                     

                                                                   
(d)           Distributions
of $5,000 or Less.  The provisions of this Section 17.5 shall
not apply to lump sum payments of $5,000 or less.

                     

                    
                      17.6           Cessation
of Benefit Accruals. If the Plan’s AFTAP is less than 60 percent for a
Plan Year, all benefit accruals under the Plan shall cease as of the applicable
Section 436 Measurement Date for the Plan Year.

                       

                      17.7           Restoration
of Payments and Benefits Following Lapse of Restrictions.

                       

                      
                        
                          	
                                   
      

                                	
                                  (a)

                                	
                                  Unpredictable
      contingent event benefits.  If payment of any benefits
      with respect to an unpredictable contingent event is limited by reason of
      the restrictions in Section 17.3, no benefits shall be paid with respect
      to such event following the lapse of restrictions except as otherwise
      specifically provided in the Plan or any subsequent
    amendment.

                                


                        

                         

                        
                          	
                                   
      

                                	
                                  (b)

                                	
                                  Resumption of
      accelerated benefit payments.  If payments were
      restricted under Section 17.5, but such restriction no longer applies as
      of a Section 436 Measurement Date, the restrictions of Section 17.5 shall
      not apply with respect to benefits with Annuity Starting Dates on or after
      such Section 436 Measurement Date.

                                


                        

                         

                        
                          	
                                   
      

                                	
                                  (c)

                                	
                                  Cessation of benefit
      accruals.  In the event benefit accruals cease by reason
      of the restriction in Section 17.6, then (i) accruals will resume
      effective as of the Section 436 Measurement Date on which accruals are no
      longer restricted and (ii) benefit accruals that had been limited will not
      be restored.

                                


                        

                                        
17.8           Other
Provisions.

                         

                        
                          	
                                   
      

                                	
                                  (a)

                                	
                                  Exemption.  A
      limitation shall not apply for a Plan Year (or shall cease to apply for a
      Plan Year) if the Employer takes such action as provided in the Code or
      Treasury Regulations as may required in order to avoid application of the
      limitation.

                                


                        

                         

                        
                          	
                                   
      

                                	
                                  (b)

                                	
                                  Notice to Participants
      and Beneficiaries.  The Committee (or its designee) shall
      provide any notices to Participants and Beneficiaries that may be required
      in connection with the application of this Article XVII, in accordance
      with Section 101(j) of ERISA.

                                


                        

                         

                        
                          	
                                   
      

                                	
                                  (c)

                                	
                                  Effective
      date.  This Article XVII shall be effective for Plan
      Years beginning on or after January 1, 2008, or such later date as
      permitted by law.

                                


                        

                         

                      

                      
                        XIV.

                         

                        Effective
January 1, 2008, Section 2(b) of Schedule 6.1(a)(5) is hereby amended in its
entirety to read as follows:

                         

                        “Applicable
Mortality Table” means the mortality table prescribed by the Commissioner of
Internal Revenue under Section 417(e)(3)(B) of the Internal Revenue
Code.

                         

                        XV.

                         

                        Effective
January 1, 2008, Paragraph (5) of Schedule 6.1(f)-2 of the Plan is hereby
amended in its entirety to read as follows:

                         

                        GATT
Assumptions means (i) the “applicable
mortality table” (within the meaning of Section 417(e)(3)(B) of the Code) and
(ii) the “applicable interest rate” (within the meaning of Section 417(e)(3)(C)
of the Code) for the fifth month preceding the month in which the applicable
benefit commencement date occurs.

                         

                        XVI.

                         

                        Effective
January 1, 2008, Paragraph (5) of Schedule 6.1(f)-3 of the Plan is hereby
amended in its entirety to read as follows:

                         

                        GATT
Assumptions means (i) the “applicable
mortality table” (within the meaning of Section 417(e)(3)(B) of the Code) and
(ii) the “applicable interest rate” (within the meaning of Section 417(e)(3)(C)
of the Code) for the fifth month preceding the month in which the applicable
benefit commencement date occurs.

                         

                        XVII.

                         

                        Effective
January 1, 2008, Section 2.2 of paragraph 1 of Schedule 6.1(f)-4 of the Plan is
hereby amended in its entirety to read as follows:

                         

                        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 Ohio Plan, determined in accordance
with the Schedules included herein.

                         

                        Notwithstanding
the foregoing, for determinations of cash amounts, interest shall be the annual
rate of interest on 30 year Treasury securities for the September preceding the
year in which the cash 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.  Furthermore, on and
after January 1, 2008, the interest rate shall be the rate specified by Code
Section 417(e)(3(C) and mortality shall be as provided in Code Section
417(e)(3)(B),

                         

                        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 Ohio
Plan amendment (other than on a change in accordance with the Pension Protection
Act of 2006), 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.

                         

                        Effective
for distributions with annuity starting dates on or after January 1, 2008, the
applicable mortality table used for purposes of adjusting any benefit or
limitation under Section 415(b)(2)(B), (C), or (D) of the Code set forth in this
Plan and the applicable mortality table used for purposes of satisfying the
requirements of Section 417(e) of the Code set forth in this Plan, is the table
prescribed in IRS Revenue Ruling 2007-67.

                         

                      
 

                      IN WITNESS WHEREOF, the Company has executed this amendment on this
30th day of December, 2009.

                       

                       

                      
                        	
                              	
                                CENTURYTEL,
      INC.

                              
	 
      	 
      
	 
      	 
      
	 
      	
                                By:
      /s/ Stacey W. Goff   

                              
	 
      	
                                Name:  Stacey
      W. Goff

                              
	 
      	
                                Title:  Executive
      Vice-President,

                                           General
      Counsel and
Secretary