Unassociated Document


    Exhibit 10.1(b)

     

    
      
        


      

      SIXTH
AMENDMENT TO THE

      CENTURYTEL
UNION 401(K) PLAN

       

      


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

       

      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”);

       

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

       

      WHEREAS, the Company reserved
the right to amend the Plan in Section 13.1 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, the Plan is
amended effective as of the dates stated below, as follows:

       

      
        I.

         

        Effective
January 1, 2010, Section 1.11, Committee, is amended
to read in its entirety as follows:

         

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

         

        II.

         

        Effective
January 1, 2009, Section 1.14, Compensation, is
amended to add a new paragraph at the end of such section that reads as
follows:

         

        For Plan
Years beginning after December 31, 2008: (i) any individual receiving a
differential wage payment, as defined by Section 3401(h)(2) of the Code, is
treated as an Employee of the Employer making the payment, (ii) the differential
wage payment is treated as Compensation, and (iii) the Plan is not treated as
failing to meet the requirements of any provision described in Section
414(u)(1)(C) of the Code by reason of any contribution or benefit that is based
on the differential wage payment.  Clause (iii) of the previous
sentence applies only if all Employees of the Employer performing service in the
uniformed services described in Section 3401(h)(2)(A) of the Code are entitled
to receive differential wage payments (as defined in Section 3401(h)(2) of the
Code) on reasonably equivalent terms and, if eligible to participate in a
qualified retirement plan maintained by the Employer, to make contributions
based on the payments on reasonably equivalent terms (taking into account
Sections 410(b)(3), (4), and (5) of the Code).

         

        1

         

        III.

         

        Effective
January 1, 2008, the first and second paragraphs of Subsection (c) of Section
3.1, Elective
Deferrals, are amended in their entirety to read as follows:

         

        Limitation on Elective
Deferral.  No Participant may make Elective Deferrals under
this Plan, or any other qualified plan maintained by the Employer during any
taxable year, in excess of the dollar limitation in Section 402(g) of the Code
in effect for such taxable year, except to the extent permitted under Section
3.1(d) of this Plan and Section 414(v) of the Code, if
applicable.  Notwithstanding any other provisions of the Plan, the
Employer may distribute to the Participant, not later than April 15 following
the calendar year to which the deferral is attributable, any deferral in excess
of the aforesaid limit together with any earnings allocable thereto through the
end of the calendar year to which the deferral is attributable. A Participant is
deemed to notify the Committee of any Excess Deferrals that arise under this
Plan and any other plans of this Employer. The Employer may also distribute to
the Participant any deferrals, together with any income allocable thereto
through the end of the calendar year to which the deferral is attributable,
which the Participant has advised the Employer in writing by March 1 represent
excess deferrals because of amounts deferred in the preceding year by the
Participant under any other plans or arrangements described in Section 401(k),
408(k) or 403(b) of the Code.

         

        Determination of
Earnings:  Excess Deferrals shall be adjusted for any earnings
through the end of the calendar year to which the deferral is
attributable.  The amount of earnings allocable to Excess Deferrals is
the income or loss allocable to the Participant’s Elective Deferral Account for
the Plan Year multiplied by a fraction, the numerator of which is such
Participant’s Excess Deferrals for the Plan Year and the denominator is the
Participant’s account balance attributable to Elective Deferrals as of the
beginning of the Plan Year plus the Participant’s Elective Deferrals for the
Plan Year.  Notwithstanding, the Committee may use any reasonable
method for computing the income allocable to Excess Deferrals, provided the
method is used consistently for all Participants and for all corrective
distributions under the Plan for the Plan Year, and is used by the Plan for
allocating income to Participants’ accounts.

         

        
          IV.

           

          Effective
January 1, 2008, the first sentence of the first paragraph of Subsection (e) of
Section 3.7, Average
Actual Deferral Percentage Test under Section 401(k) of the Code, is
amended in its entirety to read as follows:

           

           

          2

           

           

          Distribution of Excess
Contributions.  Notwithstanding any other provisions of this
Plan, Excess Contributions (defined below), plus any income and minus any loss
allocable thereto through the end of the Plan Year in which the Excess
Contributions was allocated, shall be distributed no later than the last day of
each Plan Year to Participants to whose accounts such Excess Contributions were
allocated for the preceding Plan Year except to the extent the Excess
Contributions are classified as Catch-Up Contributions.

           

          V.

           

          Effective
January 1, 2008, the first two sentences of the third paragraph of Section
3.7(e) are amended in their entirety to read as follows:

           

          Determination of Income or
Loss.  Excess Contributions shall be adjusted for any income
(gain or loss) through the end of the Plan Year in which the Excess
Contributions was allocated. The income or loss allocable to Excess
Contributions allocated to each Participant is the income or loss allocable to
the Participant’s Elective Deferral Account (and, if applicable, the Qualified
Non-Elective Contribution Account or the Qualified Matching Contribution Account
or both) for the Plan Year multiplied by a fraction, the numerator of which is
such Participant’s Excess Contributions for the year and the denominator of
which is the Participant’s account balance attributable to Elective Deferrals
(and Qualified Non-Elective Contributions or Qualified Matching Contributions,
or both, if any of such contributions are included in the ADP test) without
regard to any income or loss occurring during such Plan Year.

           

          VI.

           

          Effective
January 1, 2008, the first sentence of the first paragraph of Subsection (e) of
Section 3.8, Limitations on Employee
Contributions and Employer Matching Contributions, is amended in its
entirety to read as follows:

           

          Notwithstanding
any other provision of this Plan, Excess Aggregate Contributions, plus any
income and minus any loss allocable thereto through the end of the Plan Year in
which the Excess Aggregate Contributions was allocated, shall be forfeited, if
forfeitable, or if not forfeitable, shall be distributed no later than the last
day of each Plan Year to Participants to whose accounts such Excess Aggregate
Contributions were allocated for the preceding Plan Year.

           

          VII.

           

          Effective
January 1, 2008, the first two sentences of the second paragraph of Section
3.8(f) are amended in their entirety to read as follows:

           

          Excess
Aggregate Contributions shall be adjusted for any income (gain or loss) through
the end of the Plan Year in which the Excess Aggregate Contributions was
allocated.  The income or loss allocable to Excess Aggregate
Contributions allocated to each Participant is the income or loss allocable to
the Participant’s Employee Contributions and Matching Contributions and other
amounts taken into account under this Section 3.8 (including the contributions
for the year), by a fraction, the numerator of which is such Participant’s
Excess Aggregate Contributions for the year and the denominator of which is the
Participant’s account balance attributable to Elective Employee Contributions
and Matching Contributions and other amounts taken into account under this
Section 3.8 as of the beginning of the Plan Year and any additional such
contributions for the year.

           

          3

           

           

        

        
          VIII.

           

          Effective
January 1, 2007, Section 6.3, Death, is amended to
add a new paragraph at the end of such section to read as follows:

           

          In the
case of a death occurring on or after January 1, 2007, if a Participant dies
while performing qualified military service (as defined in Section 414(u) of the
Code), the survivors of the Participant are 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 resume and then
terminated employment on account of death.

           

          IX.

           

          Effective
January 1, 2007, the second sentence of the second paragraph of Subsection
(b)(1) of Section 7.10, Direct Rollover, 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 Section 408(a) or (b) of the Code, or to a qualified
defined benefit plan or a qualified defined contribution plan described in
Section 401(a) or 403(a) Code 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 7.10(b)(2) is amended in its
entirety to read as follows:

           

          An
eligible retirement plan is an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section 403(a) of the
Code, a qualified trust described in Section 401(a) of the Code, or a Roth IRA
as described in Section 408A of the Code, that accepts the distributee’s
eligible rollover distribution.

           

           

          4

           

          XI.

           

          Effective
April 6, 2007, Section 7.11, Qualified Domestic Relations
Order, is amended to add a new paragraph at the end of such section to
read as follows:

           

          A
domestic relations order that otherwise satisfies the requirements for a
qualified domestic relations order will not fail to be a qualified domestic
relations order solely because of the time the order is issued or because the
order is issued after, or revises, another domestic relations order or qualified
domestic relations order.  Such order is subject to the same
requirements and protections which apply to qualified domestic relations orders,
including the procedures described in Code Section 414(p)(7) during the period
the determination is being made.

           

          XII.

           

          Effective
January 1, 2010, Article XII, Administration of the
Plan, is amended in its entirety to read as follows:

           

        

        
          ARTICLE
XII

          FIDUCIARY
RESPONSIBILITIES AND PLAN ADMINISTRATION

           

          12.1           Allocation
of Fiduciary Responsibilities. Fiduciary responsibilities
in connection with the Plan shall be allocated in accordance with the provisions
of this Article XII 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.

           

          12.2           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.

           

          12.3           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 Affiliated Employer 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.

           

          5

           

          12.4           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 12.5 of the Plan
and in the Charter to the extent that it is not inconsistent with the provisions
of this Article XII.

           

          12.5           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
      and loans 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
      direct the Trustee regarding Plan Investments, and to select Investment
      Options, in accordance with Sections 1.30 and 4.6 of the
    Plan;

                    


            

             

            
              	
                       
      

                    	
                      (f)

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

                    


            

             

            
              	
                       
      

                    	
                      (g)

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

                    


            

             

             

            6

             

            
              	
                       
      

                    	
                      (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.

             

          

          
            12.6           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.

             

            12.7           Liabilities.  The
Company shall indemnify and defend any Plan fiduciary who is an officer,
director, or employee of the Company, another Employer or an Affiliated Employer
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.

                       

                    


            

            
              12.8           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’ Accounts are
consistent with ERISA and interpretative guidance thereunder issued by the
DOL.

               

              12.9           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.

               

               

              7

               

               

              12.10         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.

               

              12.11         QDRO
Procedures.  The Committee shall establish written procedures to
determine the qualified status of domestic relations orders and to administer
distributions under qualified domestic relations.  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 Qualified Domestic Relations Order
(“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.

               

              12.12         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.

               

              12.13         Claims
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 Plan’s summary plan
description.

               

              8

               

              
                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

                        


                

                 

                9