exh10-3b2.htm


    
      EXHIBIT
10.3(b)

      


      SECOND
AMENDMENT

      TO

      THE
CENTURYTEL, INC.

      SUPPLEMENTAL
EXECUTIVE RETIREMENT PlAN

      2008
RESTATEMENT

    

     

     

    
      WHEREAS, Section 20.02 permits
CenturyTel, Inc. (the “Company”) to amend the Plan; and

      


      WHEREAS, at its meeting on
December 19, 2007, the Compensation Committee recommended to the Board of
Directors that it freeze the Plan as of February 29, 2008 and provide for a lump
sum payment option in early 2009; and

      


      WHEREAS, on February 26, 2008,
the Board of Directors adopted a resolution approving the Compensation
Committee's recommendation; and

      


      WHEREAS, effective February
28, 2008, the Company adopted the First Amendment to the Plan (“First
Amendment”) to freeze the Plan and provide for the election of lump sum payments
in early 2009; and

      


      WHEREAS, some Participants and
beneficiaries who are in pay status did not elect lump sums and will continue to
receive annuities; and

      


      WHEREAS, the Board of
Directors also approved the transfer of any annuities to the CenturyTel, Inc.
Supplemental Defined Benefit Plan (“SDBP”); and

      


      WHEREAS, certain technical
amendments need to be made to the Plan.

      


      NOW, THEREFORE, the Plan is
amended effective as of the dates specified below, as
follows:

    

     

    
      I.

       

    

    
      The
following paragraph is added at the end of the Introduction effective December
31, 2008:

    

     

    
      Contemporaneously
herewith, the Company has amended the CenturyTel, Inc. Supplemental Defined
Benefit Plan ("SDBP"), a plan aggregated with this Plan pursuant to Treasury
Regulation Section 1.409A-1(c)(2), to increase its liabilities and its Accrued
Benefits so as to provide the annuity benefits to Participants who did not elect
a lump sum that this Plan was otherwise scheduled to pay after December 31,
2008.  Accordingly, this Plan is amended to reduce the Accrued Benefit
and liability to each such annuitant by the amount of the annuity benefit to be
paid from the SDBP.

    

     

    
      II.

       

      The
following sentence is added at the end of Section 2.01 as amended by the First
Amendment, effective December 31, 2008:

      


      Notwithstanding
the above, the Accrued Benefit of each Participant currently receiving annuities
and who will not receive a lump sum shall be decreased by the amount of the
Accrued Benefit liabilities assumed and payable by the SDBP after December 31,
2008.

    

     

    
      III.

       

    

    
      Section
2.05A is added effective January 1, 2008, to read as follows:

      


                     
2.05A   “409A CHANGE IN CONTROL EVENT” shall mean a Change in Control
Event as defined in Treasury Regulations §1.409A-3(i)(5).

       

      
        IV.

         

        Section
10.02 is amended and completely restated effective January 1, 2008, to read in
its entirety as follows:

      

       

      
        10.02   
Participant's vested Accrued Benefit is computed as if it were payable at his
Normal Retirement Date.  If a Participant has not completed 10 or more
years of Benefit Service on the date of his termination of employment, his
Vested Accrued Benefit is payable at his Normal Retirement Date.  If a
Participant has attained age 55 and has completed 10 or more years of Benefit
Service pursuant to Section 7.01, his benefit shall commence on the first day of
the month coincident with or next following the date of termination of
employment, reduced as provided in Section 7.04, 7.05 or 7.06, as
applicable.  If a Participant has completed 10 or more years of
Benefit Service but has not attained age 55 as of the date of his termination of
employment pursuant to  Section 7.01, his benefit shall commence on
the first day of the month coincident with or next following the date on which
he attains age 55, reduced as provided in Section 7.04, 70.5 or
7.06.  The provisions of this Section 10.02 are subject to the
provisions of Articles XIV and XV.

         

         

      

    

    
      V.

       

      Sections
11.01, 11.03 and 11.04 are amended and completely restated effective January 1,
2008, to read in their entirety as follows:

    

     

    
      11.01   Notwithstanding
anything to the contrary in this Plan or in any applicable law or regulation,
upon the occurrence of a Change in Control (the "Effective Date"), the Accrued
Benefit of each Participant (other than any Participant whose service as an
employee was terminated prior to full vesting of his Accrued Benefit under
Section 10.01) and the benefits conferred under this Section shall automatically
vest and thereafter may not be adversely affected in any matter without the
prior written consent of the Participant. Notwithstanding anything to the
contrary in this Plan, upon the occurrence of a 409A Change in Control Event any
Participant who is then employed by CenturyTel, Inc. or its subsidiaries
("Active Participants") shall have an irrevocable right to receive, and the
Company shall be irrevocably obligated to pay, a lump sum cash payment in an
amount determined pursuant to this Section if, during a period commencing upon
the Effective Date and ending on the second anniversary of the occurrence of the
409A Change in Control Event, the Active Participant voluntarily or
involuntarily separates from service ("Termination"). The lump sum cash payment
payable to Active Participants under this Section (the "Lump Sum Payment") shall
be paid on the date of Termination, subject to the provisions of Articles XIV
and XV.

      


      11.03    Notwithstanding
anything to the contrary in this Plan, upon the occurrence of a 409A Change in
Control Event, each Participant who has already begun to receive periodic
payments under this Plan ("Retired Participants") shall have an irrevocable and
unconditional right to receive, and the Company shall be irrevocably and
unconditionally obligated to pay, a lump sum payment in an amount equal to the
present value of the Participant's future stream of payments which would
otherwise be payable under this Plan. Such lump sum payment shall be paid on the
first day of the month following the date of the 409A Change in Control Event.
The Company shall offer to assist such Participant in purchasing at such
Participant's cost an annuity for the benefit of such Participant.

      


      11.04    Notwithstanding
anything to the contrary in this Plan, upon the occurrence of a 409A Change in
Control Event, any Participant (other than a Retired Participant) who is then a
former employee of the Company or its subsidiaries whose Accrued Benefit is
vested under Section 10.01 ("Inactive Participants") shall have an irrevocable
and unconditional right to receive, and the Company shall be irrevocably and
unconditionally obligated to pay, a lump sum payment in an amount determined in
the manner provided in Section 11.02(b) or (c), as applicable; provided,
however, that no Inactive Participant will be entitled to the benefits of
Section 11.02(d). Such lump sum payment shall be paid on the first day of the
month following the date of a 409A Change in Control Event.

    

     

    
      VI.

       

      The
Third paragraph of Section 12.03 as added by the First Amendment is amended
effective December 31, 2008, to read as follows:

    

     

    
      If a
Participant who is receiving annuity payments as of May 1, 2008 timely elects to
receive a lump sum payment during the Election Window, the annuity payments will
continue to the Participant; the Participant’s survivor annuitant, if any;
beneficiary, if any; estate or successors through the December 19, 2008 payment
only, whether or not the Participant survives through that date, unless the
continuation of such payments in 2008 does not satisfy the requirements of §3.02
of Notice 2006-79, as amended by §3 of Notice 2007-86 (“Notices”), in which case
the payments will cease at the Participant’s death.  The annuity
payments that might otherwise become payable to any Participant not receiving
annuity payments as of May 1, 2008 shall be delayed until the earlier of the
date the Participant (or those who become Participants on account of the
Participant’s death during the Election Window), appropriately files an election
form on which no election to take a lump sum payment is made or until the
expiration of the Election Window.  If a Participant who was not
receiving benefits on May 1, 2008 (or the persons who become Participants during
the Election Window because of a Participant’s death) timely files an election
during the Election Window to take a lump sum payment, no annuity payments will
be made and the Participant (or such persons) will receive only the lump sum
payment in early January, 2009, unless annuity payments in 2008 are required by
the Notices, in which case the 2008 amounts only shall be
paid.

    

     

    
      VII.

    

     

    
      The
Fifth paragraph of Section 12.03 as added by the First Amendment is amended
effective December 31, 2008, to read as follows:

    

     

    
      If the
Participant appropriately elects a lump sum payment during the Election Window
(except as provided above in this Section regarding the possible continuation of
payments to Participants receiving annuity payments on May 1, 2008 and possibly
in connection with a Change of Control as described below), no other payments
will be made under any circumstances and neither the Participant nor the
Participant’s survivor annuitant, beneficiaries, estate or successors will
receive any other annuity or other benefits otherwise provided for in the Plan
in the event the Participant terminates employment, retires, dies or becomes
disabled, whether before or after the lump sum payment is made, unless payments
that otherwise would have been made in 2008 are required by the Notices, in
which case such payments shall be paid in 2008.

    

     

    
      VIII.

    

     

    
      Section
12.03 as added by the First Amendment is amended to delete all references to the
term “Change of Control” in such Section 12.03 and replace such references with
the term “409A Change in Control Event,” effective December 31,
2008.

    

     

    
      IX.

    

     

    
      Section
12.04 is added effective December 31, 2008, to read as
follows:

    

     

    
      12.04   Any
annuities that have been paid by this Plan and that may become payable by the
SDBP after December 31, 2008 can be paid bi-weekly rather than monthly provided
that the bi-weekly annuities are the Actuarial Equivalent of the monthly
annuities.

    

     

    
      X.

    

     

    
      Section
20.01(b) is amended effective January 1, 2008, to read as
follows:

    

     

    
      (b)    Within
the 30 days preceding or the 12 months following a 409A Change in Control Event,
provided that Treasury Regulations §1.409A-3(j)(4)(ix)(B) is complied
with.

       

      
        IN WITNESS WHEREOF, CenturyTel
has executed this Amendment on this 24th day of
October, 2008.

      

    

     

     

    
      	
               

               
      

            	
              CENTURYTEL,
      INC.

            
	 
      	 
      
	 
      	
              By:/s/  R.
      Stewart Ewing, Jr.         
      

            
	 
      	
                   R.
      Stewart Ewing, Jr.

            
	 
      	
                   Executive
      Vice President and

            
	 
      	
                   Chief
      Financial Officer