exh10-1c.htm


    EXHIBIT
10.1(c)

     

    AMENDMENT
NO. 3

    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, certain benefits have
been revised via adoption of new collective bargaining agreements applicable to
certain participants in the Plan;

       

      WHEREAS, certain
clarifications must be made to the December 31, 2006 restated Plan document in
order to preserve the intent of the Plan and the Company; and

       

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

       

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

       

      I.

       

      Section
6.1(a)(6) of the Plan is amended effective December 31, 2006 to read as
follows:

       

      
        	
                 
      

              	
                (6)

              	
                In
      no event shall a Participant’s Accrued Benefit, expressed as an annual
      benefit at Normal Retirement Date, be less than $650, and in no event
      shall a Participant’s Accrued Benefit be less than his or her Accrued
      Benefit (if any) as of December 31, 2006.  The $650 minimum
      benefit noted in the previous sentence shall not apply to Participants
      whose Accrued Benefit is determined solely under Section 6.1(b) or one of
      the Constituent Plans, and shall not apply to Participants who become
      Eligible Employees after December 31,
2008.

              


      

       

      II.

       

      Section
6.1(b) of the Plan is amended effective December 31, 2006, to read as
follows:

       

      
        	
                 
      

              	
                (b)

              	
                Except
      as provided in Section 6.1(d) below, for Participants covered by a
      collective bargaining agreement that provides for participation in this
      Plan, and subject to the limitations contained in Section 5.7, the Accrued
      Benefit on normal retirement for a person retiring on or after January 1,
      1990 is a monthly pension for the life of the Participant equal to the
      number of Years of Credited Service (YCS), up to a maximum of thirty (30),
      times the sum of 1.3 percent of Final Average Pay (FAP) plus .65 percent
      of Final Average Pay in excess of Social Security Covered Compensation
      (SSCC) as follows:

              


      

       

                                                                                             
YCS (up to 30) X ((1.3% X FAP) + (.65% X (FAP – SSCC))).

       

      III.

       

      Section
6.1(e) of the Plan is amended and restated effective December 31, 2006, to read
as follows:

       

      
        	
                 
      

              	
                (e)

              	
                The
      minimum benefit provisions of the Plan at Section 6.1(a)(6) and in the
      Constituent Plans, are mutually exclusive and shall not be added to each
      other, or to any other benefit, when determining a Participant’s minimum
      benefit under the Plan as a whole.

              


      

       

      Effective
on and after January 1, 2007, if a Participant: (i) ceases accruing benefits
under a Constituent Plan portion of this Plan and begins accruing benefits under
Section 6.1(a) or (b) or (ii) ceases accruing benefits under Section 6.1(a) or
(b) and begins accruing benefits under a Constituent Plan portion of this Plan
(the date of such cessation and beginning being his “Transfer Date”), then his
combined benefit under this Plan and the Constituent Plan shall be the greatest
of:  (1) his benefit under the Constituent Plan(s) plus his benefit
under Section 6.1(a) and/or (b) (determined without regard to Section
6.1(a)(6)), (2) his Minimum Benefit (if applicable) under the Constituent
Plan(s) or (3) the benefit under Section 6.1(a)(6) of this Plan (but only if the
Participant accrued at least some benefits under Section
6.1(a)).  Thus, in accordance with the preambles of the Constituent
Plans and Sections 2.27, 2.35 and 2.44, if a Participant is entitled to a
Minimum Benefit under a Constituent Plan, he or she shall not be entitled to a
Minimum Benefit under this Plan (as such Minimum Benefit under the Constituent
Plan would be greater than, and partially duplicative of, the Minimum Benefit
under this Plan).  Furthermore, if a Participant ceases accruing
benefits under a Constitutional Plan portion of this Plan and begins accruing
benefits under Section 6.1(a), then his Credited Service for purposes of
calculating his Normal Retirement Benefit under the Constituent Plan Portion(s)
of this Plan will not increase after his Transfer Date.

       

    

    
      IV.

       

      Sections
6.5 (a) and (b) of the Plan are amended and restated, effective December 31,
2006, as follows:

       

      
        	
                 
      

              	
                (a)

              	
                If
      at death the Participant is age fifty-five (55) or over with five (5) or
      more Years of Credited Service, or actively employed by the Employer with
      thirty (30) or more Years of Service and five (5) or more Years of
      Credited Service, the benefit of the Spouse shall be the amount payable to
      the Spouse as Beneficiary under the survivor annuity portion of the
      Qualified Joint and Survivor Annuity with respect to the Participant,
      determined as though the Participant had retired on the first day of the
      month in which death occurs.  On the death of a Participant with
      thirty (30) or more Years of Service and five (5) or more Years of
      Credited Service before age fifty-five (55), the Participant shall be
      assumed to be age fifty-five (55) for purposes of this subparagraph
      (a).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      the Participant does not meet the requirements of (a), above, at death,
      the benefit of the Spouse shall be the amount payable to the Spouse as
      Beneficiary under the survivor annuity portion of the Qualified Joint and
      Survivor Annuity with respect to the Participant, determined as though the
      Participant had separated from service on the date of death (if not
      already separated) and had survived until age fifty-five (55) (if the
      Participant was over age 55 at death, then his or her actual age at death
      shall be used in determining the
benefit).

              


      

       

      V.

       

      Paragraph
7, Nonrepresented
Participants or Nonrepresented
Employees, of Schedule 6.1(f)-3, Hourly Plan Portion of CenturyTel
Retirement Plan, is amended to add the following at the end of the
parenthetical:

       

      (A
listing of such agreements is provided at Schedule 2 of the Hourly Plan and
shall be updated from time to time, without the necessity of an amendment to the
Plan, such list merely being reflective of revisions to the collective
bargaining agreements.)

       

      VI.

       

      Schedule
6.1(f)-3, Hourly Plan Portion of CenturyTel Retirement Plan, is amended to add a
new Schedule 2, to read initially as follows:

       

      Schedule
2

      Hourly
Plan Portion of Plan

      Nonrepresented
Participants

       

      
        Employees
entering the respective bargaining units on or after the dates indicated will
participate under the CenturyTel Retirement Plan and will not be eligible for
the Hourly Plan portion of the Plan.

         

        
          	
                  Union

                	
                  Date

                
	
                  CWA
      6171 Central

                	
                  August
      16, 2007

                
	
                  CWA
      6171 Northwest

                	
                  June
      13, 2008

                
	
                  CWA
      7906  (1)

                	
                  May
      1, 2008

                
	
                  IBEW
      768

                	
                  May
      1, 2008

                
	
                  IBEW
      257

                	
                  January
      1, 2007

                
	
                  IBEW
      1106

                	
                  April
      1, 2007

                
	
                  CWA
      6301, 6310, 6311, 6312, 6373

                	
                  March
      13, 2008

                
	
                  CWA
      4370

                	
                  April
      1, 2007

                
	
                  CWA
      4671

                	
                  February
      3, 2007

                
	
                  IBEW
      89

                	
                  September
      1, 2008

                
	
                  CWA
      7818

                	
                  September
      1, 2008

                


        

        _______________________________

          
          (1)
  Transfers from IBEW 89, CWA 7818 or IBEW 768 will retain prior pension
program if transferred after May 1, 2008.

           

           

        

      

      
        VII.

         

        The
second to last sentence of Paragraph 22, Minimum Benefit, of
Schedule 6.1(f)-3, Hourly Plan Portion of CenturyTel Retirement Plan, is amended
and restated to read as follows:

         

        If a
Nonrepresented Participant is not eligible to commence benefits as of such date,
his Years of Credited Service will be divided by his projected years of Credited
Service as if he retired at Normal Retirement Age and then be multiplied by the
Minimum Pension Amount from the table above that correlates with his projected
Years of Vesting Service as of his Normal Retirement Date to obtain his Minimum
Benefit.

         

        VIII.

         

        Paragraph
5 of Schedule 6.1(f)-4, the Ohio Plan Portion of the CenturyTel Retirement Plan,
is amended effective April 1, 2007 to add the following at the end of Section
2.22, Employee:

         

        Consistent
with the April 2007 Memorandum of Agreement between CenturyTel and the
Communications Workers of America, any individual becoming a member of a
bargaining unit of an Employer listed on Schedule 3.1 to the Ohio Plan on or
after April 1, 2007 shall not be eligible to participate in the Ohio
Plan.

         

        IX.

         

                       
Schedule 6.1(f)-4, the Ohio Plan Portion of the CenturyTel Retirement Plan, is
amended effective April 1, 2007 to add the following at the end of the table of
Normal/Late Retirement Benefits at Schedule 6.1, as follows:

         

        
          
            	 
      	
                    Age At
      Retirement

                  	
                    Band
      1

                  	
                    Band
      2

                     

                  
	
                    Effective 4/1/07

                  	
                    65
      or older

                  	
                    $35.84

                  	
                    $42.02

                  


          

        

      

    

     

    
      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