exh10-1b.htm


    EXHIBIT
10.1(b)

    


    THIRD
AMENDMENT TO THE

    CENTURYTEL
UNION 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 Union 401(k) Plan and Trust, each amendment
effective as of November 20, 2008:

     

    
      	
              1.  

            	
              Section
      1.13 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 1.13A of the Plan ("Company Stock Account") is added after
      Section 1.13 ("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 is held in the Company
Stock Investment Fund in the Union 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 15.6 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 an ESOP.

     

    
      	
              3.  

            	
              A
      new Section 1.24A of the Plan (“ESOP”) is added after Section 1.24
      (“ERISA”) to read in its entirety 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.  Effective November 20, 2008, the assets of
the Company Stock Account are intended to constitute an ESOP.  The
ESOP is intended to be invested primarily in Company Stock.

     

    
      	
              4.  

            	
              Section
      6.6(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 distribution of ESOP dividends under Section 404(k) of the
Code) and all nontaxable loans currently available under all Plans maintained by
the Employer (unless such loan would disqualify the Participant from obtaining
other necessary financing); and

     

    
      	
              5.  

            	
              Section
      6.6(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

     

    
      	
              6.  

            	
              Section
      7.2 of the Plan (“Method of Distribution”) is amended by adding the
      following sentence at the ending of the last paragraph thereof to read in
      its entirety as follows:

            


    

     

    See
Article XV for special rules relating to ESOP distributions.

     

    
      	
              7.  

            	
              A
      new Article XV of the Plan ("ESOP Provisions") is added to read in its
      entirety as follows:

            


    

     

    15.1           Status of
ESOP.  Effective
November 20, 2008, the Company designated the Company Stock Account as an ESOP.
The ESOP is intended to be invested primarily in shares of Company Stock held on
behalf of Participants.  Participants have a nonforfeitable right to
Company Stock allocated to his Company Stock Account in the ESOP. These accounts
shall also consist of cash or cash equivalents in which shall be invested cash
dividends paid on Company Stock that are accumulated in the accounts prior to
being distributed pursuant to Section 15.6.  Cash dividends that are
not to be so distributed shall be invested in Company Stock.

     

    15.2           Investment
Diversification.
Each Participant in the Plan is permitted to diversify the investment of
100% of his ESOP Account, at any time in accordance with Section 4.6. The net
cash proceeds realized from the sale by the Plan of the shares of Company Stock
for which diversification is elected shall be invested in the Investment Options
designated.

     

    15.3           Company
Stock Distributions.  

     

    
      (a)  Notwithstanding
the provisions of Article VII, distributions of Company Stock to a Participant
from the ESOP shall be made in accordance with this Section 15.3, unless the
application of Article VII would result in an earlier distribution
date.

       

      (b)  Unless
the Participant (or his beneficiary, if the Participant is deceased) elects
otherwise, if a Participant retires, dies or becomes disabled while employed by
the Employer, distribution of Company Stock from the ESOP will be made or
commenced as soon as practicable following the date on which the Participant
retires, dies or becomes disabled, but not later than the sixtieth (60th) day
next following the close of the Plan Year during which the Participant retires,
dies or becomes disabled.

       

      (c)  Unless
the Participant elects otherwise, upon termination of employment of the
Participant with the Employer for reasons other than retirement, death or
disability, distribution of Company Stock from the ESOP will be made not later
than the later of:

       

      
        
          	
                   
      

                	
                  (1) 
      one (1) year after the close of the Plan Year which is the fifth (5th)
      Plan Year following the Plan Year in which his employment terminates,
      unless the Participant is 

                        
      reemployed by
      the Employer before the end of such year;
or

                


        

         

        
          	
                   
      

                	
                  (2)   the
      sixtieth (60th) day following the end of the Plan Year in which the
      Participant attains Normal Retirement
Age.

                


        

        

           (d)  Any
distribution hereunder shall comply with the consent requirements contained
in Section 7.7.


          15.4           Optional
Methods of Payment Available at Retirement. Upon actual retirement at or
after age 55 (“Normal Retirement Date”), a Participant shall be entitled to
receive the full amount credited to the Company Stock Account in the ESOP as of
the Valuation Date immediately preceding the month in which payment is to be
made, which amount shall be paid to the Participant in one lump sum within the
later of: (i) sixty (60) days after the close of the Plan Year in which the
Participant retires, or (ii) sixty (60) days after the distributable amount has
been determined, unless prior to the date of his retirement he elects, in the
manner prescribed by the Committee, any one of the following method or
methods:


          (a) 
Payment of the entire amount of the Participant’s Account in one lump sum at
some future date, not later than one year after Normal Retirement
Date;

           

          (b) 
Payment in substantially equal annual, quarterly or monthly installments
(including net investment income, gain or loss) until the value of such
Participant’s Company Stock Account in the ESOP is exhausted. Unless the
Participant elects otherwise, the payment period for a Participant’s Company
Stock Account in the ESOP shall not exceed five (5) years. This five (5) year
payment period for Company Stock Account in the ESOP shall be extended by one
(1) year, up to five (5) additional years, for each $160,000 (or fraction
thereof) by which such Participant’s Account balance exceeds $800,000 (the
dollar amounts herein are subject to cost of living adjustments prescribed by
the Secretary of the Treasury; or

           

          (c) 
Any combination of the foregoing.


          Notwithstanding
anything contained in this Section 15.4, lump sum, installment or any other
benefits may not be paid directly from the Plan in any form of a life annuity or
through the distribution of property in any form of a life annuity.

           

          In
addition, if the Participant’s spouse is not the designated beneficiary, the
method of distribution selected must assure that at least fifty percent (50%) of
the present value of the amount available for distribution is paid within the
life expectancy of the Participant.

           

          All
distributions required under this Section shall be determined and made in
accordance with Section 7.5. Any distribution under this Section 15.4 shall
comply with the consent requirements contained in Section 7.7.

           

          15.5           Payment
in Shares or Cash. Any distributions from the ESOP 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 ESOP shall be made
by distributing whole shares of Company Stock, as determined by the Trustee, 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.

           

          15.6           Dividends.
Except as otherwise provided in this Section 15.6, dividends and other
distributions received by the Trustee 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 Trust and distributed from the
Trust to Participants and Beneficiaries, not later than ninety (90) days after
the close of the Plan Year in which paid to the Trust, 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 Company Stock
Account at the time of such payment.

           

          15.7           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