Unassociated Document


    Exhibit 10.1(b)

     

    
      FIFTH
AMENDMENT TO THE

      CENTURYTEL
UNION 401(K) PLAN

      AS
AMENDED AND RESTATED

      EFFECTIVE
DECEMBER 31, 2006

      


      WHEREAS, the CenturyTel Union
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 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, effective
January 1, 2008, the Plan is amended as follows:

       

    

    
      I.

       

      Paragraph
(a) of Section 1.14, Compensation, is
amended and restated in its entirety to read as follows:

       

      
        	
                 
      

              	
                (a)

              	
                Compensation.  Effective
      January 1, 2007, Compensation shall mean 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:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Overtime
      (for Group B Participants only). However, if a Group B Participant has
      fewer than 80 hours of standard pay, in such Employee’s payroll period,
      overtime pay is converted to standard pay until the Employee has 80 hours
      for Plan purposes (40 hours if on a weekly
  payroll);

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Deferred
      compensation, and welfare benefits;
and

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Severance
      pay or termination pay in any form.

              


      

       

    

    
      II.

       

      The
first sentence of Paragraph (b), Section 415
Compensation, of Section 1.14, 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