Unassociated Document


    Exhibit 10.1(c)

     

    
      AMENDMENT
NO. 5

      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 fully comply with the final Treasury Regulations under
Internal Revenue Code § 415;

         

        WHEREAS, the Company reserved
the right to amend the Plan in Section 12.2 of the Plan and delegated to the
General Counsel of the Company the authority to adopt any amendment or
modification to the Plan that is necessary or appropriate to comply with
applicable laws and regulations;

         

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

         

        
          I.

           

          The
first sentence of the second paragraph under paragraph (d) of Section 2.14,
Compensation,
is amended to read as follows:

           

          For Plan
Years beginning after December 31, 2001, the annual compensation of each
Participant taken into account in determining allocations for any Plan Year
beginning after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Code Section 401(a)(17)(B) (for
2009, the limit is $245,000).

           

          II.

           

          Paragraph
(a), (b) and (c) of Section 5.7, Limitations on
Pensions, are amended and restated in their entirety to read as
follows:

           

          
            	
                     
      

                  	
                    5.7

                  	
                    Limitations
      on Pensions.

                  


          

           

          
            	
                     
      

                  	
                    (a)

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

                     

                     

                  


          

          1

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

        

         

      

      
        
          	
                   
      

                	
                  (1)

                	
                  the
      assumptions described below,

                


        

         

        
          	
                   
      

                	
                  (i)

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

                


        

         

        
          	
                   
      

                	
                  (ii)

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

                


        

         

        
          	
                   
      

                	
                  (iii)

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

                


        

         

         

        2

         

        
          	
                   
      

                	
                  (iv)

                	
                  Other
      assumptions set forth in the Treasury Regulations under Code Section
      415.

                


        

         

        
          	
                   
      

                	
                  (2)

                	
                  the
      definition of compensation in Code Section 415(c)(3) and the Treasury
      Regulations thereunder,

                


        

         

        
          	
                   
      

                	
                  (3)

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

                


        

         

        
          	
                   
      

                	
                  (4)

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

                


        

         

         

        


        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