exh10-3b.htm


    
      EXHIBIT
10.3(b)

       

      Execution
Copy

    

     

     

    
      FIRST
AMENDMENT

      TO

      THE
CENTURYTEL, INC.

      SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

      2008
RESTATEMENT

    

     

     

    
      This
First Amendment to the CenturyTel, Inc. Supplemental Executive Retirement Plan
2008 Restatement is effective February 29, 2008.

      


      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.

      


      NOW, THEREFORE, the Plan is
amended effective February 29, 2008 as follows:

    

     

    
      Add
the following paragraphs at the end of the Introduction:

    

     

    
      These
amendments make material modifications to the Grandfathered Plan, resulting in
it ceasing to be grandfathered and becoming subject to Code
§409A.  Accordingly, in accordance with Treasury Regulations
§1.409A-6(a)(i), effective February 29, 2008, all amounts deferred whether
before 2005 or after 2004 are governed by Code §409A and the Plan as amended
effective January 1, 2008, as further amended hereby.

      


      The First
Amendment freezes the Plan effective February 29, 2008 and gives each
participant who is actively employed by an Employer, each retired participant or
survivor currently receiving benefits and each vested terminated participant not
currently receiving benefits (collectively, the “Participant”) a one-time option
to elect to receive a lump sum amount payable in early 2009 that reflects the
present value of the Participant’s anticipated annuity benefit and an additional
cash payment to assist with the income taxes payable by the Participant on
receipt of the lump sum.  If the Participant does not elect to receive
the lump sum, the frozen benefit will continue to be in the form of an
annuity.  Additional years of Benefit Service and additional years of
age are granted under some circumstances.  The election to take a lump
sum must be made by the participant after April 30, 2008 and no later than June
13, 2008.  Once the election is made, it is final.

    

     

    
      I.

      


      Add the following sentence at the end
of Section 2.01:

    

     

    
      "Notwithstanding
the above, the Accrued Benefit of each Participant shall not increase after
February 29, 2008.  For Active Participants as of February 29, 2008,
"Accrued Benefit" shall mean the greater of the following:

    

     

    
      1)   
the basic monthly benefit as of February 29, 2008 determined in accordance with
Section 5.01 based on a Participant's Average Monthly Compensation and Benefit
Service as of February 29, 2008 and his Estimated Social Security Benefit based
on 2008 Social Security Law, or

       

      2)   
the basic monthly benefit as of December 31, 2007 determined in accordance with
Section 5.01 based on a Participant's Average Monthly Compensation as of
December 31, 2007, Benefit Service as of December 31, 2007 plus 3 years (limited
to 25 years), and Estimated Social Security Benefit based on 2007 Social
Security Law.”

    

     

    
      II.

      


                     
Add the following sentence at the end of Section 2.03:

       

      
        "Notwithstanding
the above, Average Monthly Compensation shall not include Compensation paid to a
Participant after February 29, 2008."

      

       

      
        III.

        


        Add
the following sentence at the end of Section 2.04:

         

        "Notwithstanding
the above, employment after February 29, 2008 shall not be included in
determining a Participant’s Benefit Service under Article IV.”

         

      

    

    
      
        IV.

        


        Add
the following at the end of Section 2.15:

        


        “Incentive
Compensation for the period January 1, 2008 to February 29, 2008 shall be based
on a Participant's target bonus amount for 2008 under the Company's Key Employee
Incentive Compensation Plan.”

         

      

      
        V.

         

        Add
Section 3.05 as follows:

        


        "3.05.  Notwithstanding
anything to the contrary contained in this Plan, there shall be no new eligible
employees or Participants after February 29, 2008."

         

        
          VI.

          Add
Section 4.05 as follows:

        

         

        
          
            "4.05.  Notwithstanding
anything to the contrary contained in this Plan, each Participant shall be fully
vested in his Accrued Benefit as of February 29, 2008 and employment with the
Employer after February 29, 2008 shall not be included in determining a
Participant’s Benefit Service."

             

            
              VII.

            

          

           

          
            Add
the following at the end of Section 8.02:

            


            “The
Disability benefit of Participants who become disabled on or after February 29,
2008 will be equal to the Participant's Accrued Benefit as of February 29,
2008.”

             

          

          
            VIII.

             

          

          
            Amend
Section 9.02 to read as follows:

             

            “The
monthly death benefit payable under Section 9.01 to the beneficiary of a
Participant shall be equal to (a) less (b) less (c), where:

             

            (a)   is
36% of Average Monthly Compensation.

             

            (b)   the
amount of Estimated Social Security Benefit based on the 2008 Social Security
law.

             

                           
(c)   the death benefit attributable to Section 6.1(a)(4) of the
Retirement Plan.”

             

            
              IX.

            

          

           

          
            Amend
Section 9.04 to read as follows:

             

            “Subject to the provisions of
Articles XIV and XV, the benefit shall commence as of the date on which the
Participant would have reached the Normal Retirement Date applicable to the
Participant, or date of death if later, for Participants with less than 10 years
of Benefit Service at death, or the benefit shall commence as of the date on
which the Participant would have attained age 55, or date of death if later, for
Participants with more than 10 years of Benefit Service at
death.”

          

          
            X.

             

            
              Amend
Section 11.02(d) to read as follows:

              


              “In
calculating the Lump Sum Payment due to any Active Participant under this
Section, the Active Participant's age shall be deemed to equal his actual age
plus 3 years; provided, however, that fewer than 3 years shall be added if the
addition of fewer than 3 years would maximize an Active Participant’s Lump Sum
Payment.

            

             

            
              XI.

            

             

            
              Add
Section 12.03 to read as follows:

              


              “Each
Participant as of May 1, 2008 shall have a one-time option during the period
beginning on May 1, 2008 and ending June 13, 2008 (“Election Window”) to elect
to receive a lump sum payment to be made in early January, 2009.  If a
Participant dies during the Election Window and has not appropriately filed an
election not to take a lump sum payment prior to the deceased Participant’s
death, the persons who become Participants on account of the Participant’s death
shall also have the one-time option during the remainder of the Election Window
to elect a receive a lump sum payment, with respect to the benefit payable to
such persons only.

              


              The lump
sum payment is the actuarial equivalent (as actuarial equivalence is defined
below in this Section) of the Participant's anticipated annuity payments and an
additional cash payment to assist with the tax immediately payable by the
Participant.  The Participant can make the lump sum payment election
during the Election Window by initialing the lump sum option on an election
form, dating and signing the form and delivering it to the Company during the
Election Window. If the Participant is receiving benefits on May 1, 2008 and has
a survivor annuity form of payment, the survivor annuitant must also consent to
the lump sum payment election on the form.  If the election form is
not returned by the Participant during the Election Window or if the Participant
does return the form but does not properly elect on the form to receive a lump
sum payment, the Participant will only be eligible to receive in the future or
to continue receiving, as the case may be, annuity based payments under the
frozen Plan.  The election made (or the failure to make an election)
by the Participant on the first election form dated and signed by the
Participant and returned to the Company is final and binding on and irrevocable
and unamendable by the Participant, his estate, successors, beneficiaries and
survivor annuitants.

              


              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
whether or not the Participant survives through that date.  The
annuity payments will thereafter cease.  The annuity payments that
might otherwise become payable to anyone 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.

              


              If an
election to take a lump sum payment is timely filed during the Election Window,
the lump sum payment will be made in early January, 2009 to Active Participants,
Inactive Participants who are not receiving benefits as of May 1 2008 and
Participants receiving retirement benefits whether or not the Participant
survives through that date.  If a Participant dies before the lump sum
payment is made in early January, 2009, the lump sum payment will be made to the
Participant’s survivor annuitant, if any, the Participant’s beneficiaries, if
any, or to the Participant’s estate or successors.

              


              If the
Participant appropriately elects a lump sum payment during the Election Window,
(except as provided above in this Section regarding 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.

              


              Notwithstanding
the other provisions of this First Amendment or any other provisions of the
Plan, if the Participant appropriately elects a lump sum payment during the
Election Window, there will not be a lump sum payment under Article XI of the
Plan if a Change of Control occurs under Article XI unless (i) on or before
December 31, 2008, an Effective Date, as defined in Section 11.01 of the Plan,
occurs and (ii) the Participant becomes entitled to be paid a lump sum payment
because of a Change of Control under the provisions of Article XI of the Plan
and (iii) such lump sum is actually due, payable and not contingent on the
occurrence of a later Change of Control under the terms of Article XI of the
Plan on or before December 31, 2008.  If the Participant is entitled
to be paid a lump sum because of a Change of Control under the provisions of
this paragraph, the Participant will not be entitled to any other lump sum
payment in early January, 2009 so that under no circumstances shall there be a
duplication of lump sum payments.

              


              For
Participants currently receiving payments, the lump sum payment was determined
based on the current payment form. For Participants not receiving payments, the
lump sum payment was determined based on a single life
annuity.  Active Participants are assumed to commence benefits at age
62 and Inactive Participants not receiving benefits are assumed to commence
benefits at age 55 if the Participant had 10 years of Benefit Service at
termination, otherwise at age 65.  For purposes of determining the
amount of the lump sum payment only, in the case of Active and Inactive
Participants not receiving benefits, the Participant’s age shall be deemed to
equal his actual age plus 3 years; provided, however, that fewer than 3 years
shall be added if the addition of fewer than 3 years would maximize a
Participant’s lump sum payment.  For purposes of computing the lump
sum amount, the Participant is deemed to be alive on the early January, 2009
lump sum payment date, except that if a person other than the Participant can
make the lump sum election under the first paragraph of this Section, that
person is deemed to be alive on the early January, 2009 lump sum payment
date.

              


              For this
purpose only, actuarial equivalence is based upon an interest assumption of 6.0%
and the RP-2000 Mortality Table (50% male, 50% female).

              


              In
determining the additional cash payment, the timing of taxation (current v.
future), tax rate differentials (ordinary income v. tax-preferred capital gains
and dividends), and expectations of future investment return rates were
considered.

              


              For
Participants as of February 29, 2008, the following table contains the lump sum
payment option amounts:

            

             

            
              
                	
                        "Personnel 
      Number

                      	 
      	
                        Name

                      	 
      	
                        Lump
      Sum

                      
	 
      	 
      	 
      	 
      	 
      
	
                        59164

                      	 
      	
                        Bowman,
      Nick

                      	 
      	
                        1,064,364

                      
	
                        2679

                      	 
      	
                        Cole,
      Kenneth R.

                      	 
      	
                                                             988,420

                      
	
                        25821

                      	 
      	
                        Conrad,
      C. Kenneth

                      	 
      	
                                                             428,828

                      
	
                        59165

                      	 
      	
                        Cunningham,
      Marvin

                      	 
      	
                                                          1,526,479

                      
	
                        25872

                      	 
      	
                        Dalrymple,
      Gyl

                      	 
      	
                                                             129,067

                      
	
                        59200

                      	 
      	
                        Davis,
      Richard W

                      	 
      	
                                                          2,075,073

                      
	
                        25148

                      	 
      	
                        Esker,
      Robert

                      	 
      	
                                                             327,608

                      
	
                        59166

                      	 
      	
                        Finney,
      Ray

                      	 
      	
                                                             941,221

                      
	
                        59167

                      	 
      	
                        Greer,
      Murray

                      	 
      	
                                                             701,420

                      
	
                        25336

                      	 
      	
                        Hames,
      Harlin

                      	 
      	
                                                             605,606

                      
	
                        25843

                      	 
      	
                        Hargrove
      R L

                      	 
      	
                                                          1,058,960

                      
	
                        25881

                      	 
      	
                        LaGrone
      Harold

                      	 
      	
                                                             156,675

                      
	
                        4500

                      	 
      	
                        Perleberg,
      Gary

                      	 
      	
                                                             121,858

                      
	
                        59168

                      	 
      	
                        Perry,
      Harvey P

                      	 
      	
                                                          3,430,117

                      
	
                        25100

                      	 
      	
                        Provance,
      W. F.

                      	 
      	
                                                             234,552

                      
	
                        25806

                      	 
      	
                        Reppond,
      Jim D

                      	 
      	
                                                          1,607,771

                      
	
                        25939

                      	 
      	
                        Robinson,
      Jack

                      	 
      	
                                                             550,557

                      
	
                        25899

                      	 
      	
                        Smith,
      W P

                      	 
      	
                                                             775,426

                      
	
                        56167

                      	 
      	
                        Williams,
      Mary Katherine

                      	 
      	
                                                          3,747,730

                      
	
                        54827

                      	 
      	
                        Davis,
      Tony

                      	 
      	
                                                             127,952

                      
	
                        2584

                      	 
      	
                        Hanks,
      W. Bruce

                      	 
      	
                                                          2,567,686

                      
	
                        2715

                      	 
      	
                        Thiels,
      David G.

                      	 
      	
                                                             637,397

                      
	
                        3095

                      	 
      	
                        Bailey,
      Garland

                      	 
      	
                                                             389,226

                      
	
                        2870

                      	 
      	
                        Cole,
      David

                      	 
      	
                                                          2,372,743

                      
	
                        4494

                      	 
      	
                        Davis,
      Craig

                      	 
      	
                                                             411,654

                      
	
                        3277

                      	 
      	
                        Ewing,
      R.S.

                      	 
      	
                                                          2,381,202

                      
	
                        5284

                      	 
      	
                        Goff,
      Stacey

                      	 
      	
                                                             997,204

                      
	
                        10370

                      	 
      	
                        Hughes,
      Ivan

                      	 
      	
                                                             560,471

                      
	
                        10111

                      	 
      	
                        Maslowski,
      Michael

                      	 
      	
                                                          1,014,126

                      
	
                        2859

                      	 
      	
                        Post,
      Glen

                      	 
      	
                                                        11,926,166

                      
	
                        52726

                      	 
      	
                        Puckett,
      Karen

                      	 
      	
                                                          2,485,672

                      
	
                        2067

                      	 
      	
                        Ring,
      Duane

                      	 
      	
                                                             503,004

                      
	
                        3189

                      	 
      	
                        Sweasy,
      Neil A

                      	 
      	
                                                             349,536

                      
	
                        62016

                      	 
      	
                        Navarre,
      Debra

                      	 
      	
                                                          2,242,032"

                      


              

            

          

           

          
            IN WITNESS WHEREOF, CenturyTel has executed this Amendment on this
5th
day of May, 2008.

          

           

           

        

      

    

    
      	
               

               
      

            	
              CENTURYTEL,
      INC.

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

            
	 
      	
                   R.
      Stewart Ewing, Jr.

            
	 
      	
                   Executive
      Vice President and

            
	 
      	
                   Chief
      Financial Officer