exh10-1a.htm


    EXHIBIT
10.1(a)

     

    THIRD
AMENDMENT TO THE

    CENTURYTEL
DOLLARS & SENSE 401(K) PLAN

    AS
AMENDED AND RESTATED

    EFFECTIVE
DECEMBER 31, 2006

     

    CENTURYTEL, INC., represented
herein by its Executive Vice-President and Chief Financial Officer, R. Stewart
Ewing, Jr., as Plan Sponsor and Employer, does hereby execute the following
amendment to the CenturyTel Dollars & Sense 401(k) Plan and Trust, each
amendment effective as of November 20, 2008:

     

    
      	
               
      

            	
              1.

            	
              Section
      1.12 of the Plan (“Company Stock”) is amended to read in its entirety as
      follows:

            


    

     

    Company
Stock.  Shares of voting common stock, $1.00 par value, issued
by CenturyTel, Inc., and which constitute "qualifying employer securities," as
defined in Section 4975(e)(8) of the Code.

     

    
      	
               
      

            	
              2.

            	
              A
      new Section 1.12A (“Company Stock Account”) is added after Section 1.12
      ("Company Stock") to read in its entirety as
  follows:

            


    

     

    Company
Stock Account.  The portion of a Participant's Accrued Benefit
that consists of assets in the form of Company Stock that are held in the
Company Stock Investment Fund in the CenturyTel Dollars & Sense 401(k)
Trust.   The Company Stock Investment Fund is intended to be
invested primarily in shares of Company Stock, and shall also consist of cash or
cash equivalents in which shall be invested cash dividends that may be paid on
Company Stock that are accumulated in the ESOP prior to being distributed
pursuant to Section 10.7 of the Plan.  Such cash dividends that are
not so distributed shall be invested in Company Stock.  A
Participant's Company Stock Account may consist of assets held in one or more of
the subaccounts listed in Section 1.1 of the Plan.  Effective November
20, 2008, the Company Stock Account shall constitute a portion of the
ESOP.

     

    
      	
               
      

            	
              3.

            	
              A
      new Section 1.13A ("CT ESOP") is added after Section 1.13 ("Compensation")
      to read as follows:

            


    

     

    CT
ESOP.  CT ESOP shall have the meaning set forth in Section 10.1
of the Plan.

     

    
      	
               
      

            	
              4.

            	
              A
      new Section 1.23A ("ESOP") is added after Section 1.23 ("ERISA") to read
      as follows:

            


    

     

    ESOP.  The
portion of the Plan that is intended to be a stock bonus plan as defined in
Treasury Regulations Section 1.401-1(b)-1(iii) and a non-leveraged employee
stock ownership plan satisfying the requirements of Sections 401(a), 409 and
4975(e)(7) of the Code.  The assets of the ESOP Account, the PAYSOP
Account, the Stock Bonus Account, and effective November 20, 2008, the Company
Stock Account are intended to constitute an ESOP.  The ESOP is
intended to be invested primarily in Company Stock.

     

    
      	
               
      

            	
              5.

            	
              All
      references to the "ESOP" in Section 3.8 ("Restoration of Forfeitures") are
      redesignated as references to the "CT
ESOP".

            


    

     

    
      	
               
      

            	
              6.

            	
              Section
      6.4(a)(2)(ii) of the Plan ("Hardship") is amended to read in its entirety
      as follows:

            


    

     

    The
Participant must have obtained all currently available distributions (including
electing to receive distributions of ESOP dividends under Section 404(k) of the
Code) and nontaxable loans currently available under all plans maintained by the
Employer (unless such loan would disqualify the participant from obtaining other
necessary financing); and

     

    
      	
               
      

            	
              7.

            	
              Section
      6.4(a)(3)(iv) of the Plan ("Hardship") is amended to read in its entirety
      as follows:

            


    

     

    By other
currently available distributions (including distributions of ESOP dividends
under Section 404(k) of the Code) and nontaxable loans, under plans maintained
by the Employer or by any other employer; or

     

    
      	
               
      

            	
              8.

            	
              Section
      10.1 of the Plan ("Status of ESOP") is amended to read in its entirety as
      follows:

            


    

     

    The
Company adopted the CenturyTel, Inc. Stock Bonus Plan and PAYSOP on October 1,
1975 and the CenturyTel, Inc. Employee Stock Ownership Plan (the "CT ESOP") on
January 1, 1987.  By merger agreement dated September 18, 1981, the
Century Tel, Inc. Stock Bonus Plan and PAYSOP were merged into the CT
ESOP.  The Accounts of Participants who were actively employed with
the Employer on November 6, 2006 are fully vested.  Effective December
31, 2006, the CT ESOP merged into this Plan.  Effective November 20,
2008, the Company Stock Account, together with the CT ESOP, was designated as an
ESOP.

     

    
      	
               
      

            	
              9.

            	
              Section
      10.2 of the Plan ("Trust or Trusts") is amended by adding the following
      sentence at the end thereof, to read as
follows:

            


    

     

    The
assets of the Company Stock Account portion of the ESOP are held in the
CenturyTel Dollars & Sense 401(k) Trust.

     

    
      	
               
      

            	
              10.

            	
              Section
      10.4 ("Company Stock Distributions") is amended by inserting the words
      "Company Stock Account," in front of the words "ESOP Account" wherever
      they appear therein.

            


    

     

    
      	
               
      

            	
              11.

            	
              Section
      10.6  ("Payment in Shares or Cash") is amended to read in its
      entirety as follows:

            


    

     

    Payment
in Shares or Cash.  Any distributions from the Company Stock
Account, an ESOP Account, Stock Bonus Account, and PAYSOP Account shall be made
in cash unless the participant elects to receive the value of such Accounts in
the form of Company Stock.  Any distributions of Company Stock from
the Company Stock Account, the ESOP Account, Stock Bonus Account, and PAYSOP
Account shall be made by distributing the whole shares of Company Stock, as
determined by the Trustees, including the Trustees of ESOP Trusts I and II, as
applicable, at the market value of such shares on a national securities exchange
or a national quotation system, with the value of any fractional shares paid in
cash.

     

    
      	
               
      

            	
              12.

            	
              Section
      10.7 of the Plan ("Dividends") is amended to read in its entirety as
      follows:

            


    

     

    Dividends. Except as otherwise
provided in this Section 10.7, dividends and other distributions received by the
Trustees with respect to Company Stock shall be invested in Company
Stock.   On and after November 20, 2008, cash dividends paid on
shares of Company Stock in which a Participant or Beneficiary has a vested
interest shall, at the election of the Participant or Beneficiary pursuant to
procedures set forth by the Committee, be distributed to the Participant or
Beneficiary.  Cash dividends that are distributed pursuant to an
election hereunder shall be paid, at the discretion of the Committee, by the
Company in cash to Participants and Beneficiaries, or paid by the Company to the
Trusts and distributed from the Trusts to Participants and Beneficiaries, not
later than ninety (90) days after the close of the Plan Year in which paid to
the Trusts, including the Plan Year ending December 31, 2008. Notwithstanding
the foregoing, in no event shall the amount paid to a Participant or Beneficiary
pursuant to such election exceed the vested amount of the Participant’s or
Beneficiary’s account in the ESOP Account, PAYSOP Account, Stock Bonus Account
and Company Stock Account at the time of such payment.

     

    
      	
               
      

            	
              13.

            	
              A
      new Section 10.8 ("Miscellaneous") is added after Section 10.7
      ("Dividends") to read as follows:

            


    

     

    Miscellaneous.  Effective
November 20, 2008, in accordance with Code Section 401(a)(28)(C), valuation of
Company Stock that ceases to be readily tradable on an established securities
market shall be made by an independent appraiser who meets the requirements
similar to the requirements of the regulations prescribed under Code Section
170(a)(1).

     

    Further,
in accordance with Code Sections 409(h)(4), (5) and (6), if the Company Stock
ceases to be readily tradable on an established market, then any Participant who
is otherwise entitled to a total distribution from the Plan shall have the right
to require that his Company Stock be repurchased by the Company.  The
Trustee may elect to repurchase such Company Stock, in lieu of the
Company.  This election shall only be exercisable during the sixty-day
(60) period immediately following the date of distribution, and if the election
made within such sixty-day (60) period, it can be made for an additional sixty
(60) days in the following Plan Year.

     

    The
amount paid for Company Stock pursuant to this election as part of a lump sum
distribution shall be paid in substantially equal periodic payments (not less
frequently than annually) over a period beginning not later than thirty (30)
days after the request for total distribution and not exceeding five (5)
years.  There shall be adequate security provided and reasonable
interest paid on any unpaid balance due under this paragraph.

     

    If the
Company is required to repurchase Company Stock as part of an installment
distribution, the amount to be paid for Company Stock will be paid not later
than thirty (30) days after the election is made.

     

    


     

    THIS
DONE AND SIGNED this 20th day of November, 2008.

     

     

    


      
        	 
      	
                CENTURYTEL,
      INC.

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

              
	 
      	
                     R.
      Stewart Ewing, Jr.

              
	 
      	
                     Executive
      Vice President and

              
	 
      	
                     Chief
      Financial
Officer