Unassociated Document


    Exhibit
10.1(c)

    


    AMENDMENT
NO. 4

    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 expects
to acquire Embarq Corporation (“Embarq”) in a transaction expected to close in
the second quarter of 2009 (the “Transaction”);

       

      WHEREAS, the Company intends
to keep employees of the Company on the Company’s benefit plans until combined
plans for Company and Embarq are effective, and intends to exclude from the
CenturyTel plans non-union employees who worked for Embarq prior to the
Transaction, but who transfer to a CenturyTel location after the
Transaction;

       

      WHEREAS, the Company intends
to indemnify its officers, directors, and employees who serve as fiduciaries of
the Plan from liability arising from fiduciary conduct performed in connection
with the Plan; and

       

      WHEREAS, the Company reserved
the right to amend the Plan in Section 12.2 of the Plan.

       

      NOW, THEREFORE, effective as
of the execution date shown below, the Plan is amended as follows:

       

    

    
      I.

       

      Section
2.22 of the Plan, Employee, is amended
to add the following new paragraphs at the end:

       

    

    
      The term
Employee shall not include any individual who, as of the effective date of the
acquisition of Embarq Corporation (“Embarq”) by the Company, was a common law
employee of Embarq, but who transfers to a work location of an Employer after
such acquisition, if such individual remains on a payroll of Embarq or another
entity that, immediately prior to such acquisition, was required to be
aggregated with Embarq under Section 414(b), (c), (m) or (o) of the Code (an
“Embarq Entity”).

       

      The term
Employee shall include any individual who, as of the effective date of the
acquisition of Embarq by the Company, was an Employee, but who transfers to an
Embarq Entity work location after such acquisition, provided the individual
remains on the payroll of an Employer.

       

      The
previous two paragraphs shall not apply to individuals covered by a collective
bargaining agreement that provides for participation in the Plan, and shall not
apply if the Company does not complete its acquisition of Embarq.

       

      
        II.

         

        Section
3.1 of the Plan, Eligible Employees,
is amended to add the following new paragraph at the end:

         

        Notwithstanding
the above provisions of Section 3.1, if an individual who was an Eligible
Employee as of the date of the acquisition of Embarq (as defined in Section
2.22) by the Company is transferred to an Embarq Entity (as defined in Section
2.22) after such acquisition, and if such individual remains on the payroll of
an Employer, he or she shall remain an Eligible Employee for as long as he or
she remains an Employee on such payroll.  All Plan benefits for such
an individual shall be determined based on the assumption that Compensation and
service on and after the date of transfer to the Embarq Entity relate to the
Employer whose payroll includes such individual.

         

      

      
        III.

         

        A
new Section 10.14, Liabilities, is added
to the Plan and shall read as follows:

         

         

        10.14       Liabilities.   The
Company shall indemnify and defend any Plan fiduciary who is an officer,
director, or employee of the Company or another 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
      shall be reduced to the extent of any insurance
  coverage.

                  


          

           

          


          IN WITNESS WHEREOF, CenturyTel
has executed this amendment on this 30th day of
June, 2009.

           

           

          
            
              	 
      	
                      CENTURYTEL,
      INC.

                    
	 	 
	 
      	
                      By:  /s/ Stacey W. Goff        

                    
	 
      	 
      
	 
      	
                      Title:  
      Senior Vice-President,
      General Counsel and
Secretary