exh10-3d.htm


    
      EXHIBIT
10.3(d)

      FIRST
AMENDMENT

      TO

      THE
CENTURYTEL, INC.

      SUPPLEMENTAL
DEFINED BENEFIT PLAN

      2008
RESTATEMENT

    

     

     

    WHEREAS, Section 18.02 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 CenturyTel, Inc. Supplemental Executive Retirement
Plan (“SERP”) 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 SERP (“First
Amendment”) to freeze the SERP and provide for the election of lump sum payments
from the SERP in early 2009; and

    


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

    


    WHEREAS, the Board of
Directors also approved the transfer of any annuities payable under the SERP to
the Plan; and

    


    WHEREAS, the Board of
Directors has approved changes regarding the impact of a change of control of
the Company on 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 as of
December 31, 2008:

    

     

    
      Contemporaneously
herewith, the Company has amended the CenturyTel, Inc. Supplemental Executive
Retirement Plan ("SERP"), a plan aggregated with this Plan pursuant to Treasury
Regulation Section 1.409A-1(c)(2), to eliminate any annuity benefits that the
SERP was otherwise scheduled to pay after December 31, 2008 to Participants in
the SERP who did not elect a lump sum, and to transfer the obligation to pay
such annuities to this Plan.  Accordingly, this Plan is amended to
increase the amount of annuity benefits to be paid from this Plan by the amount
of annuity benefits being assumed by it from the SERP after December 31,
2008.

    

     

    
      II.

      


                    
New Section 2.03A is added effective January 1, 2008, to read as
follows:

       

                    
2.03A    “409A CHANGE IN CONTROL EVENT”
shall mean a Change in Control Event as defined in Treasury Regulations
§1.409A-3(i)(5).

      
         

        
          III.

          


                       
 New Section 2.01A is added effective October 24, 2008, to read as
follows:

           

          
            2.01A     “AFFILIATE” (and variants
thereof) shall mean a person or entity that controls, or is controlled by, or is
under common control with, another specified person or entity, either directly
or indirectly.

             

            
              IV.

              


              New
Section 2.02A is added effective October 24, 2008, to read as
follows:

              


              2.02A    
“CAUSE”   (a)  “Cause” shall mean:

              


              (i)           conviction
of a felony;

              


              (ii)          habitual
intoxication during working hours;

              


              (iii)         habitual
abuse of or addiction to a controlled dangerous substance; or

              


              (iv)          the
willful and continued failure of the Participant to substantially perform the
Participant’s duties with the Company or its Affiliates (other than any such
failure resulting from incapacity due to physical or mental illness or the
Participant’s termination of employment for Good Reason) for a period of 15 days
after a written demand for substantial performance is delivered to the
Participant by the Board of Directors of the Company (“Board”) which
specifically identifies the manner in which the Board believes that the
Participant has not substantially performed the Participant’s
duties.

            

             

            
              (b)           For
purposes of this Section 2.02A, no act or failure to act on the part of the
Participant shall be considered “willful” unless it is done, or omitted to be
done, by the Participant in bad faith and without reasonable belief that the
Participant’s action or omission was in the best interests of the Company or its
Affiliates.  Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or upon the instructions of a
senior officer of the Company or based upon the advice of counsel for the
Company or its Affiliates shall be conclusively presumed to be done, or omitted
to be done, by the Participant in good faith and in the best interests of the
Company or its Affiliates.  Any termination by the Company or any of
its Affiliates of the Participant’s employment shall not be deemed to be for
Cause unless the Participant’s action or inaction meets the foregoing standard
and until there shall have been delivered to the Participant a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board at a meeting of the Board called and held
for such purpose (after reasonable notice is provided to the Participant and the
Participant is given an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the Board, the
Participant is guilty of the conduct described in subparagraph (a) above, and
specifying the particulars thereof in detail.

               

              (c)           No
action or inaction shall be deemed the basis for Cause unless the Participant is
terminated therefor within 120 days after such action or omission is known to
the Chief Executive Officer of the Company.

              


                             
(d)           In
the event that the existence of Cause shall become an issue in any action or
proceeding between the Company and the Participant, the Company shall,
notwithstanding the finding of the Board referenced above, have the burden of
establishing that the actions or inactions deemed the basis for Cause did in
fact occur and do constitute Cause and that the Company has satisfied the
procedural requirements of this provision.  The satisfaction of the
Company’s burden shall require clear and convincing evidence.  Any
purported termination of employment of the Participant by the Company which does
not meet each and every substantive and procedural requirement of this provision
shall be treated for all purposes under this Plan as a termination of employment
without Cause.

               

              
                V.

                


                                New
Section 2.09A is added effective October 24, 2008, to read as
follows:

                 

                
                  2.09A      “ELIGIBLE TERMINATION” shall
mean a termination of an Active Participant’s (as defined in Section 10.03(a))
employment by the Company or its Affiliates other than for Cause, death or
Disability, or a voluntary termination of employment by an Active Participant
for Good Reason, provided that either of such terminations occur within three
years after a Change in Control.

                   

                  
                    VI.

                    


                                   
New Section 2.12A is added effective October 24, 2008, to read as
follows:

                     

                    
                      2.12A      “GOOD REASON”  shall
mean Good Reason as defined in the Participant’s Change of Control
Agreement.

                       

                      
                        VII.

                        


                        Section
10.03(a) is amended and restated effective October 24, 2008 to read as
follows:

                         

                        
                          10.03    
(a) 
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 Change in Control, any
Participant who is then employed by the Company or its subsidiaries ("Active
Participants") shall, if the Change in Control is a 409A Change in Control
Event, 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
first day of the month following the date of Termination, subject to the
provisions of Articles XII and XIII.

                        

                      

                       

                      
                        VIII.

                        


                        Section 10.03(b)(iv) is amended and
restated effective October 24, 2008 to read as follows:

                        


                        (iv)      In
calculating the payment due to any Active Participant under this Section who has
incurred an Eligible Termination, the number of years of Benefit Years of the
Active Participant shall be deemed to equal the number of years determinable
under the other Sections of this Plan plus three years and the Active
Participant's age shall be deemed to equal his actual age plus three years;
provided, however, that in no event shall the provisions of this subsection be
applicable if the application thereof will reduce an Active Participant's Lump
Sum Payment from the amount that would otherwise be payable with the addition of
less than three years of service, age or both.

                         

                        
                          IX.

                          


                          Sections
10.03(c) and (d) are amended and restated effective October 24, 2008 to read as
follows:

                          


                          (c)       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.

                          


                          (d)       Notwithstanding
anything to the contrary in this Plan, upon the occurrence of 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 subsection (b)(ii) or (iii), as applicable; provided,
however, that no Inactive Participant will be entitled to the benefits of
subsection (b)(iv). Such lump sum payment shall be paid on the first day of the
month following the date of the 409A Change in Control Event.

                           

                          
                            X.

                            


                            New
Section 10.03(e) is added effective October 24, 2008, to read as
follows:

                            


                            (e)     
Notwithstanding anything to the contrary in this Plan, if an Active Participant
incurs an Eligible Termination: (i) on or before the second anniversary of a
Change in Control that does not constitute a 409A Change in Control Event, or
(ii) after the second anniversary of a Change in Control but on or before the
third anniversary of a Change in Control, such Participant shall not be entitled
to a Lump Sum Payment pursuant to Section 10.03(a); however, in calculating such
Participant’s normal, early or late retirement benefit, disability benefit, or
death benefit pursuant to Articles IV through VIII, such Participant shall
receive an enhanced benefit as a result of age and years of Benefit Service
credits, determined in a manner equivalent to that set forth in Section
10.03(iv), but assuming annuity rather than lump sum payments where
applicable.

                             

                            
                              XI.

                              


                              Article
11A.01 is added to read as follows effective as of October 31,
2008:

                              


                              11A.01    Each
of the following Participants who were receiving annuity payments under the SERP
prior to January 1, 2009 shall receive the following bi-weekly benefits from the
Plan in the following forms of payment, beginning with the first payroll period
ending after December 31, 2008, and the Plan hereby assumes the obligation for
such annuity payments:

                               

                               

                              
                                
                                  	Personnel Number	Name	Bi-weekly
Benefit 	Form
      of Payment 
	
                                          59164

                                        	
                                          Bowman,
      Nick

                                        	
                                           2,365.75

                                        	
                                          15-year
      Certain &  Life Annuity

                                        
	
                                          2679

                                        	
                                          Cole,
      Kenneth R.

                                        	
                                           2,245.33

                                        	
                                          100%
      Joint & Survivor

                                        
	
                                          25821

                                        	
                                          Conrad,
      C. Kenneth

                                        	
                                           1,555.91

                                        	
                                          100%
      Joint & Survivor

                                        
	
                                          59165

                                        	
                                          Cunningham,
      Marvin

                                        	
                                           2,544.86

                                        	
                                          100%
      Joint & Survivor

                                        
	
                                          25872

                                        	
                                          Dalrymple,
      Gyl

                                        	
                                              426.72

                                        	
                                          Single
      Life Annuity

                                        
	
                                          59200

                                        	
                                          Davis,
      Richard W

                                        	
                                           3,899.00

                                        	
                                          50%
      Joint & Survivor

                                        
	
                                          25148

                                        	
                                          Esker,
      Robert

                                        	
                                           1,404.26

                                        	
                                          67%
      Joint & Survivor

                                        
	
                                          59166

                                        	
                                          Finney,
      Ray

                                        	
                                           1,823.64

                                        	
                                          67%
      Joint & Survivor

                                        
	
                                          59167

                                        	
                                          Greer,
      Murray

                                        	
                                           1,392.36

                                        	
                                          50%
      Joint & Survivor

                                        
	
                                          25843

                                        	
                                          Hargrove,
      R L

                                        	
                                           4,457.97

                                        	
                                          Single
      Life Annuity

                                        
	
                                          4500

                                        	
                                          Perleberg,
      Gary

                                        	
                                              221.80

                                        	
                                          100%
      Joint & Survivor

                                        
	
                                          25100

                                        	
                                          Provance,
      W. F.

                                        	
                                              893.11

                                        	
                                          Single
      Life Annuity

                                        
	
                                          25806

                                        	
                                          Reppond,
      Jim D

                                        	
                                           4,299.64

                                        	
                                          Single
      Life Annuity

                                        
	
                                          25939

                                        	
                                          Robinson,
      Jack

                                        	
                                           1,955.99

                                        	
                                          50%
      Joint & Survivor

                                        
	
                                          25899

                                        	
                                          Smith,
      W P

                                        	
                                           3,905.72

                                        	
                                          50%
      Joint & Survivor

                                        


                                

                              

                               

                              
                                The
bi-weekly benefit payable under this Section shall be increased annually to
reflect increases in cost of living at a rate of 3% per annum. This increase
shall take effect January 1 of each year on the benefit in pay status beginning
January 1, 2010. The 3% annual increase is not applicable to personnel number
2679, Kenneth R. Cole.

                                


                                               
Payments pursuant to this Section 11A.01: (i) shall be in addition to any other
payments pursuant to the Plan; (ii) shall be subject to acceleration as outlined
in the Plan (in circumstances including but not limited to those set forth in
Section 10.03(c)); and (iii) shall not be increased as a result of a Change in
Control.

                                 

                                
                                  XII.

                                  


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

                                  


                                  18.01
(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