Unassociated Document


    Exhibit
10.1(a)

    


    FOURTH
AMENDMENT TO THE

    CENTURYTEL
DOLLARS & SENSE 401(K) PLAN

     AS
AMENDED AND RESTATED

    EFFECTIVE
DECEMBER 31, 2006

     

     

    
      WHEREAS, the CenturyTel
Dollars & Sense 401(k) 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 wishes to
clarify the indemnification provisions in the Plan regarding officers,
directors, and employees who serve as fiduciaries of the Plan; and

       

      WHEREAS, the Company reserved
the right to amend the Plan in Section 14.2 of the Plan.

       

      NOW, THEREFORE, the Company,
represented herein by its Senior Vice-President, General Counsel and Secretary,
Stacey W. Goff, as Plan Sponsor and Employer, does hereby execute the following
amendments to the CenturyTel Dollars & Sense 401(k) Plan and Trust (“Plan”),
effective as of the execution date shown below, unless otherwise
indicated:

      


      1.           Section
1.18 of the Plan, Employee, is amended
by adding the following paragraph 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”).  This paragraph 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.

       

      2.           Section
2.2 of the Plan, Exclusion of Certain
Employees, is amended to add the following paragraph at the
end:

      


      Notwithstanding
the above provisions of Section 2.2, if an individual who was eligible to
participate in the Plan as of the date of the acquisition of Embarq (as defined
in Section 1.18) by the Company is transferred to an Embarq Entity (as defined
in Section 1.18) after such acquisition, and if such individual remains on the
payroll of an Employer, he or she shall remain eligible to participate in the
Plan 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.

       

      3.           Section
13.6 of the Plan, Liabilities, is
amended and restated to read in its entirety as follows, effective as of January
1, 2009:

    

     

    
       

      13.6           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.

              


      

      


      


      THUS DONE AND SIGNED this
30th
day of June, 2009.

       

       

      
        
          	 
      	
                  CENTURYTEL,
      INC.

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  BY: /s/
      Stacey W. Goff    

                
	 
      	
                  Stacey
      W. Goff

                
	 
      	
                  Senior
      Vice-President, General

                
	 
      	
                  Counsel
      and
Secretary