Lumen Technologies, Inc - Amended and Restated CenturyLink,Inc. Bonus Life Insurance Plan for Executive Officers, dated as of April3, 2008 (incorporated by reference to Exhibit10.4 of CenturyLink,Inc.'s Quarterly Report on Form10-Q for the period ended March31, 2008 (File No.001-07784) filed with the Securities and Exchange Commission on May7, 2008)and First Amendment thereto (incorporated by reference to Exhibit10.13 of CenturyLink, Inc.'s Quarterly Report on Form10-Q for the period ended September30, 2010 (File No.001-07784) filed with the Securities and Exchange Commission on November5, 2010).
Exhibit
10.4
AMENDED
AND RESTATED
CENTURYTEL,
INC.
BONUS
LIFE INSURANCE PLAN
FOR
EXECUTIVE
OFFICERS
AMENDED
AND RESTATED
CENTURYTEL,
INC.
BONUS
LIFE INSURANCE PLAN
FOR
EXECUTIVE
OFFICERS
This Plan
is being amended and restated effective January 1, 2008 to comply with the
documentary compliance requirements of the final Treasury Regulations under
Internal Revenue Code Section 409A, to freeze Annual Salary at December 31,
2007, to provide for no participation by future Executive Officers and to make
certain other changes. The Plan has been operated in compliance with
Code Section 409A and the proposed and final regulations and notices
thereunder.
Effective
January 1, 2006, this Plan was established for the purpose of providing personal
life insurance for each Executive Officer of CenturyTel, Inc. in excess of the
Employer-provided group term life insurance with respect to which premiums are
not subject to income tax. The Plan is designed as a bonus plan for
benefits to be provided during each Executive Officer's employment and as an
unfunded deferred compensation plan for a select group of management or highly
compensated employees for benefits to be provided after each Executive Officer's
retirement on or after such Officer’s Normal Retirement Date or
Disability. The benefits provided hereunder replaced the benefits
previously provided under the split dollar life insurance agreements that were
voluntarily relinquished by each Executive Officer and such Executive Officer’s
Assignee, if any. The benefits provided under the Plan do not
accelerate the time or schedule of any payment or amount that would have been
paid under the split dollar life insurance agreements.
Life
Insurance Premium Bonuses will be paid by the Employer with respect to 2 new
Insurance Policies purchased by the Executive Officer. If the
Executive Officer previously assigned such Executive Officer’s rights under such
Executive Officer’s split dollar agreement to an Assignee, the Life Insurance
Premium Bonuses will be paid by the Employer with respect to the 2 new Insurance
Policies purchased by the Assignee, unless the Executive Officer designates such
Executive Officer or another Assignee as the owner of either or both of the
Policies hereunder. The Assignee will have all of the rights and
obligations with respect to the Insurance Policies that the Executive Officer
would have had if the Executive Officer owned the Insurance Policy or
Policies. Likewise, if an Executive Officer subsequently assigns
either or both of such Insurance Policies, the Executive Officer’s Assignee
shall have all of the rights and obligations with respect to the Insurance
Policy or Policies that the Executive Officer would have if such Officer owned
the Insurance Policies. However, premium payments by the Employer
shall constitute additional compensation income to each Executive
Officer.
If an
Executive Officer was not covered by a split dollar insurance agreement, prior
to January 1, 2008, such Executive Officer or such Officer’s Assignee or both
could have become a participant in the Plan by agreeing to participate, provided
the Insurer’s underwriting standards then in effect permitted it to issue the
Insurance Policies providing death benefits with respect to such Executive
Officer.
Annual
Salary means the annualized base salary plus targeted bonus of an
Executive Officer during such Executive Officer’s employment or deemed
employment in the case of Disability, provided, however, that Annual Salary
shall not increase after December 31, 2007.
Assignee
means the person or entity to whom or to which the Executive Officer assigned
such Executive Officer’s interest in such Executive Officer’s split dollar
agreement and insurance policies before the effective date of this Plan, or to
whom or to which an Executive Officer assigns either or both of such Executive
Officer’s Insurance Policies after the effective date of this Plan, including
making the Assignee the initial owner of the Policy or Policies. A
copy of this Plan and the Summary Plan Description shall be delivered to the
Assignee.
Disability
or Disabled means that, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, an Executive Officer
is (a) unable to engage in any substantial gainful activity or (b) receiving
income replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the Executive Officer’s
Employer. An Executive Officer will be deemed disabled if determined
to be disabled in accordance with the Employer’s disability program, provided
that the definition of disability under such disability insurance program
complies with the definition in the preceding sentence. Also, an
Executive Officer will be deemed disabled if determined to be totally disabled
by the Social Security Administration.
Employer
means CenturyTel, Inc. and its affiliates.
Employer
Provided Benefits means the Life Insurance Premium Bonuses and the Tax
Gross-Up Bonuses.
Employer
Provided Policy means an Insurance Policy or Policies insuring the life
of the Executive Officer which provide for a death benefit equal to 2 times the
Executive Officer’s Annual Salary minus the Employer-provided group life
insurance benefit, rounded up to the nearest $1,000.
Executive
Officer means each officer of CenturyTel, Inc. designated as an Executive
Officer by CenturyTel, Inc.’s By-Laws, provided that no person designated as an
Executive Officer after December 31, 2007 shall be eligible to participate in
the Plan.
Executive
Officer Provided Policy means an Insurance Policy or Policies insuring
the life of the Executive Officer which provide for a death benefit (i) equal to
2 times the Executive Officer’s Annual Salary or (ii) at the election of the
Executive Officer, 1 times Annual Salary upon such Executive Officer’s
retirement on or after such Officer’s Normal Retirement Date, in each case
rounded to the nearest $1,000.
Insurance
Policy or Policies means, with respect to each Executive Officer, the
Employer Provided Policy and the Executive Officer Provided Policy selected by
the Plan Administrator for use in connection with the Plan either or both of
which can be owned by either the Executive Officer or such Executive Officer’s
Assignee.
Insurer
means, with respect to any Insurance Policy, the insurance company issuing the
Insurance Policy.
Life
Insurance Premium Bonuses means monthly, quarterly or annual premiums
payable to the Insurer for the benefit of an Executive Officer (a) until the
death or earlier termination of employment of an Executive Officer except in the
case of Disability as provided for below, with respect to both Insurance
Policies and (b) in addition, until the death of an Executive Officer on or
after such Executive Officer’s Normal Retirement Date whether or not the
Executive Officer then terminates employment with respect to the Employer
Provided Policy only.
Prior to
the commencement of premium payments for the benefit of an Executive Officer
with respect to each Insurance Policy, the Plan Administrator shall in writing
select and agree to the period of time over which it intends to pay premiums,
the dates the premiums are payable and the amounts of such premiums, consistent
with the terms of the Insurance Policies, such that the payments satisfy the
reimbursement or in-kind benefit plans provisions of Treasury Regulation Section
1.409A-3(i)(1)(iv). Such writing shall be a part of this
Plan. The amount of expenses, i.e. premiums, eligible for
reimbursement during an Executive Officer’s taxable year shall not affect the
expenses eligible for reimbursement in any other taxable year, the reimbursement
of expenses must be made on or before the last day of the Executive Officer’s
taxable year following the taxable year in which the expense was incurred and
the right to reimbursement is not subject to liquidation or exchange for another
benefit.
If the
Executive Officer becomes Disabled before the Executive Officer’s eligibility
for Employer-provided long term disability benefits ceases, such Officer shall
be deemed to have continued active employment at such Officer’s Annual Salary
until such Officer ceases to be eligible for continued long term disability
benefits, and such Officer will be deemed to have retired after such Officer’s
Normal Retirement Date at the same Annual Salary upon the cessation of such
Officer’s eligibility for continued long term disability benefits. If
the Executive Officer ceases to be Disabled and returns to work on a full time
basis, such Executive Officer's annual salary shall be the same Annual
Salary. If the Executive Officer returns to work on a partially
disabled basis, such Executive Officer’s Annual Salary shall be the lesser of
(i) the same Annual Salary or (ii) such Executive Officer’s Annual Salary on the
date the Executive Officer returns to work, if less.
Notwithstanding
any other provisions of this Plan, the Employer shall not be obligated to pay
premiums on Policies providing for death benefits in excess of the Insurer’s
guaranteed limit, if any, or Policies which are subject to medical underwriting
and which the Insurer has classified as lower than a “standard” or “preferred”
risk under its normal underwriting criteria. This provision also
applies to any increases in death benefits to account for increases in an
Executive Officer’s Annual Salary prior to January 1, 2008.
Normal
Retirement Age means age 55, provided the Executive Officer has at least
10 years of continuous, full time service with Employer.
Normal
Retirement Date means, the date on which an Executive Officer goes from
active to retirement status if such Executive Officer has reached Normal
Retirement Age, provided that such retirement also constitutes a separation from
service under Code Section 409A(a)(2)(A)(i) and the Treasury Regulations
thereunder (“Separation from Service”).
Plan
means this Amended and Restated
CenturyTel, Inc. Bonus Life Insurance Plan for Executive
Officers.
Plan
Administrator means the Compensation Committee of the Board of Directors
of CenturyTel, Inc., 100 CenturyTel Drive, Monroe,
LA 71203.
Specified
Employee means a Participant who
is a key employee of the Employer under Treasury Regulations 1.409A-1(i) because
of action taken by the Board of Directors of the Company or the Plan
Administrator or by operation of law or such regulation.
Tax
Gross-Up Bonuses means, with respect to each Executive Officer, a bonus
each appropriate payroll period to an Executive Officer to take into account the
Executive Officer's federal and state income and employment tax on such
Officer’s Life Insurance Premium Bonuses and on the Tax Gross-Up Bonuses
themselves, which bonuses shall be equal to a percentage of such Officer’s Life
Insurance Premium Bonuses. Such percentage shall be selected by the
Plan Administrator and may be increased or decreased in the Plan Administrator's
reasonable discretion, provided that the percentage selected must be designed to
approximately pay the Executive Officer’s federal and state income and
employment tax liability on such Officer’s Life Insurance Premium Bonuses and on
the Tax Gross-Up Bonuses. The Tax Gross-Up Bonuses must be paid by
the end of the Executive Officer’s taxable year next following the Executive
Officer’s taxable year in which the Executive Officer remits the related taxes,
as required by Treasury Regulations Section 1.409A-3(i)(1)(v).
3.1 Employer
Provided Benefits. Subject to the
other terms and conditions of the Plan, the Employer shall pay each year the
Employer Provided Benefits that are contemplated under the Plan. The
Employer shall not be required to pay any life insurance premium or otherwise
support any benefits that are not expressly required under the
Plan.
Notwithstanding
any other provision hereof, if any payments of Employer Provided Benefits
constitute deferred compensation under Code Section 409A and the Treasury
Regulations thereunder, and if such payments commence upon Separation from
Service of an Executive Officer who is a Specified Employee, then such payments
shall not be paid prior to the date that is the first day of the seventh month
following the date of the Specified Employee’s Separation from Service, or, if
earlier, the date of death of the Specified Employee. On the first
day of such seventh month or on the first day of the month following the earlier
death of the Specified Employee, the Specified Employee or his successors shall
be paid the amount to which the Specified Employee normally would be entitled
hereunder on such date plus the amounts which would have been previously paid to
the Specified Employee but for the fact that he was a Specified
Employee. Nevertheless, for all other purposes of this Plan, the
payments shall be deemed to have commenced on the date they would have had the
Executive Officer not been a Specified Employee. Specified Employee
means an Executive Officer who is a key employee of a public company as defined
in Treasury Regulations §1.409A-1(i).
3.2 Executive
Officer Provided Benefits. Upon the
Executive Officer’s retirement on or after such Executive Officer’s Normal
Retirement Date, such Executive Officer or Assignee shall be entitled, if the
Executive Officer Provided Policy then permits, at the Executive Officer's sole
cost and at no additional cost to the Employer, to maintain and pay all premiums
with respect to the Executive Officer Provided Policy. Upon such
Officer’s retirement, the Employer shall bear none of the cost for such
Executive Officer Provided Policy, and all premiums shall be paid to the Insurer
directly by the Executive Officer or Assignee. The Employer shall
have no responsibility therefor. If the Executive Officer or Assignee
wishes, in addition to the Employer Provided Benefits, such Executive Officer or
Assignee can pay premiums directly to the Insurer prior to such Executive
Officer’s retirement. Such premiums shall not be eligible for Tax
Gross-Up Bonuses.
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IV.
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CONDITION
FOR BENEFITS
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As a
condition to the receipt of benefits under this Plan, each Executive Officer and
any Assignee of an Executive Officer must comply with all of such Executive
Officer’s and Assignee’s obligations under the Plan, must allocate premiums to
investment vehicles under the Insurance Policies in the percentages selected by
the Plan Administrator from time to time and
must transfer funds among investment vehicles at such times as the Plan
Administrator may
direct. Furthermore, each Executive Officer and Assignee shall not
(a) surrender the Insurance Policies for their cash values, (b) obtain a loan or
cash withdrawal from the policies, (c) collaterally assign the Insurance
Policies to secure an indebtedness, (d) change the ownership of the Insurance
Policies by endorsement assignment, modification or otherwise, (e) request
settlement of the Insurance Policies’ proceeds on the maturity date, if any,
under any method of settlement other than one which is in reference to the life
of the Executive Officer, or (f) increase the death benefits payable under the
Insurance Policies to exceed the death benefits provided for herein, unless, in
any such case, the Executive Officer or Assignee first receives the written
permission of the Plan Administrator. The Plan Administrator will
grant permission to the Executive Officer to borrow from the Insurance Policies,
if permitted by its terms, for purposes of alleviating Hardship, as that term is
defined in the Employer's 401(k) plan. If the Executive Officer or
Assignee does not comply with any of such prohibitions, the Employer’s
obligations hereunder shall terminate. As a condition to its
obligations to each Executive Officer and Assignee under the Plan, the Employer
is entitled to request and receive documentation substantiating the Executive
Officer’s or Assignee’s compliance with the conditions of this Article IV, and
to receive information regarding the amount of premiums due under the Executive
Officer's Insurance Policies and summarizing the benefits payable
thereunder. The Executive Officer and any Assignee shall sign any
authorization which may be required by the Insurer. All conditions
applicable to and obligations of the Executive Officer or Assignee hereunder
shall cease with respect to the Executive Officer Provided Policy upon such
Executive Officer’s Retirement on or after such Officer’s Normal Retirement
Date, and such Executive Officer or Assignee, as owner, can exercise all rights
with respect to such Policy.
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V.
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TERMINATION
OF BENEFITS
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The
Employer's obligations to an Executive Officer and Assignee under this Plan
shall terminate upon the earlier of (a) an event requiring termination under
Article IV, (b) the Executive Officer's termination of employment for reasons
other than Disability prior to the Executive Officer's attaining Normal
Retirement Age or (c) the Executive Officer's death. In the event of
termination, the Executive Officer or Assignee, as owner of the Insurance
Policies, can exercise all rights with respect thereto.
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VI.
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AMENDMENT
AND TERMINATION
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6.1 Subject
to the provisions of any Change of Control agreement or provision and provided
that Code Section 409A and the Treasury Regulations thereunder are complied
with, in its sole discretion, the Employer, acting through the Plan
Administrator, shall have the right to amend and terminate the
Plan. After amendment, the Employer's future obligations and the
Executive Officer's future rights shall be those stated in the amended
Plan. If the Employer amends or terminates the Plan so as to
discontinue the Employer Provided Benefits relating to any Insurance Policy, the
affected Executive Officer or Assignee shall have no further rights under the
Plan with respect to such Policy, but as owner of the Insurance Policy, can
exercise all rights with respect thereto.
6.2 The
Employer may terminate the Plan and accelerate any payments due (or that may
become due) under the Plan:
Within 12
months of a corporate dissolution of the Corporation taxed under Code §331, or
with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A),
provided that the amounts deferred under the Plan are included in the Executive
Officer’s gross income in the latest of (a) the calendar year in which the
termination occurs, (b) the calendar year in which the amount is no longer
subject to a substantial risk of forfeiture, (c) the first calendar year in
which the payment is administratively practicable, or (d) if earlier, the
taxable year in which the amounts are actually or constructively received by the
Executive Officer.
Within
the 30 days preceding or the 12 months following a Change in Control Event (as
defined in Treasury Regulations §1.409A-3(g)(i)(5)), if all arrangements
sponsored by the Employer which are treated as a single plan under Treasury
Regulations §1.409A-1(c)(2) are terminated and all Executive Officers in the
Plan and all participants in all other plans treated as a single plan are
required to receive all amounts deferred under such terminated arrangements
within 12 months of the termination of the arrangements.
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(c)
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Termination of
Plans.
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In the Employer’s discretion, provided that: (a) the termination does not occur
proximate to a downturn in the financial health of the Employer, (b) all
arrangements sponsored by the Employer that would be aggregated with the Plan
under Reg. §1.409A-1(c) if the same employee participated in all of the
arrangements are terminated; (c) no payments other than payments that would be
payable under the terms of the arrangements if the termination had not occurred
are made within 12 months of the termination of the arrangements; (d) all
payments are made within 24 months of the termination of the arrangements; and
(e) the Employer does not adopt a new arrangement that under Reg. §1.409A-1(c)
that would be aggregated with the Plan if the same service provider participated
in both arrangements, at any time within five years following the date of
termination of the Plan.
7.1 Unfunded
Plan. An Executive
Officer has only an unsecured right to receive Employer Provided Benefits
hereunder as a general creditor of the Employer.
7.2 Nonassignability. An Executive
Officer or such Officer’s Assignee shall have no right to assign, pledge
(including as collateral for a loan or security for the performance of an
obligation), encumber or transfer such Officer’s rights under this
Plan. Any attempt to do so shall be void. Nothing in this
Section shall prohibit an Executive Officer from assigning such Officer’s
ownership in the Insurance Policies themselves, in which case the Executive
Officer’s Life Insurance Premium Bonuses shall be with respect to the Insurance
Policies owned by the Assignee.
7.3 No
Employer Insurance Policy Rights. The Employer
shall have no rights in the Insurance Policies or in the death benefit
thereunder, except as otherwise provided in Article IV.
7.4 No
Employment Agreement. No provision of
this Plan shall create an employment agreement between any Executive Officer and
the Employer nor shall it constitute an amendment to any existing employment
agreement. All Executive Officers shall remain subject to discharge
to the same extent as if the Plan had not been adopted.
7.5 Indemnification. The Employer
shall indemnify and hold harmless, to the maximum extent permitted by its
By-Laws, each fiduciary of the Plan (as defined in Section 3(21) of ERISA) who
is an employee or who is an officer or director of the Employer from any claim,
damage, loss or expense, including litigation expenses and attorneys' fees,
resulting from such person's service as a fiduciary of the Plan, provided the
claim, damage, loss or expense does not result from the fiduciary's gross
negligence or intentional misconduct.
7.6 Demand
For Benefits.
(a) Filing of
Claims for Benefits. Benefits shall
ordinarily be paid to a Participant without the need for demand, and to a
beneficiary upon receipt of the beneficiary's address and Social Security Number
(and evidence of death of the Participant, if needed). Nevertheless,
a Participant or a person claiming to be a beneficiary who claims entitlement to
a benefit can file a claim for benefits in writing with the Plan
Administrator.
(b) Notification to Claimant of
Decision.
If a
claim is wholly or partially denied, a notice of the decision rendered in
accordance with the rules set forth below will be furnished to the claimant not
later than 90 days after receipt of the claim by the Plan
Administrator.
If
special circumstances require an extension of time for processing the claim, the
Plan Administrator will give the claimant a written notice of the extension
prior to the end of the initial 90 day period. In no event will the
extension exceed an additional 90 days. The extension notice will
indicate the special circumstances requiring an extension of time and the date
by which the Plan Administrator expects to render its final
decision.
(c) Content of
Notice.
The Plan
Administrator will provide to every claimant who is denied a claim for benefits
written or electronic notice setting forth in a clear and simple
manner:
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(1)
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The
specific reason or reasons for
denial;
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(2)
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Specific
reference to pertinent plan provisions on which denial is
based;
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(3)
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A
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such materials or
information are necessary; and
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(4)
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Appropriate
information as to the steps to be taken if the claimant wishes to submit
his or her claim for review, including a statement of the claimant's right
to bring a civil action under ERISA Section 502(a) following an adverse
determination on review.
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After
the claimant has received written notification of an adverse benefit
determination, the claimant or a duly authorized representative will have 60
days within which to appeal, in writing, such determination. The
claimant may submit written comments, documents, records, and any other
information relevant to the claim for benefits. The Plan
Administrator will provide the claimant, upon request and free of charge,
reasonable access to and copies of all documents, records, and other information
relevant to the claimant's claim for benefits.
The
review will take into account all items submitted by the claimant, regardless of
whether such information was submitted or considered in the initial benefit
determination.
The decision on review by the Plan Administrator will be rendered as promptly as
is feasible, but not later than 60 days after the receipt of a request for
review unless the Plan Administrator in its sole discretion determines that
special circumstances require an extension of time for processing, in which case
a decision will be rendered as promptly as is feasible, but not later than 120
days after receipt of a request for review.
If an extension of time for review is required because of special circumstances,
written notice of the extension will be furnished to the claimant before
termination of the initial 60-day review period and shall indicate the special
circumstances requiring an extension of time and the date by which the Plan
Administrator expects to render the determination on review.
The decision on review will be in written or electronic form. In the
event of an adverse benefit determination, the decision shall
contain: (a) specific reasons for the adverse determination,
written in a clear and simple manner; (b) specific references to the
pertinent plan provisions on which the determination is based; (c) a
statement that the claimant may request, free of charge, reasonable access to
and copies of all documents, records and other information relevant to the claim
for benefits; and (d) the claimant’s right to bring an action under ERISA
Section 502(a).
(f) Failure to Establish and
Follow Reasonable Claims Procedure.
In the case of the failure of the Plan Administrator to establish or follow
claims procedures consistent with the requirements of Labor Department
Regulations Section 2560.503-1, the claimant shall be deemed to have exhausted
the administrative remedies available under the Plan and shall be entitled to
pursue any available remedies under section 502(a) of ERISA on the basis that
the Plan has failed to provide a reasonable claims procedure that would yield a
decision on the merits of the claim.
(g)
Death Benefit
Claim.
Notwithstanding the above, any claim for a death benefit under an Insurance
Policy shall be filed with the Insurer on the form or forms prescribed for such
purposes by the Insurer. The Insurer shall have sole authority for
determining whether a death claim shall or shall not be paid, in whole or in
part, in accordance with the provisions of the Insurance
Policy.
7.7
Insurer's
Liability. The Insurer is
not a party to this Plan. The Insurer's obligations are set forth in
the Insurance Policies. The Insurer shall not be bound to inquire
into or take notice of any of the provisions of this Plan.
7.8 Choice of
Law. This Plan shall
be governed by the laws of Louisiana, to the extent not preempted by Federal
law.
7.9 Plan
Administrator's Duties. The Plan
Administrator shall be responsible for the management and administration of the
Plan including the making of timely payments of Employer Provided
Benefits. The Plan Administrator shall have full power and authority
to interpret and administer the Plan and, subject to the provisions herein set
forth, to prescribe, amend and rescind rules and regulations and make all other
determinations necessary or desirable for the administration of the
Plan. The decision of the Plan Administrator relating to any question
concerning or involving the interpretation or administration of the Plan shall
be final and conclusive, and nothing in the Plan shall be deemed to give any
employee any right to participate in the Plan, except to such extent, if any, as
the Plan Administrator may have determined or approved pursuant to the
provisions of the Plan. The Plan Administrator may (a) delegate all
or a portion of the responsibilities of controlling and managing the operation
and administration of the Plan to one or more persons and (b) appoint agents,
counsel or other representatives to render advise with regard to any of its
responsibilities under the Plan, the costs of which shall be paid by the
Employer.
7.10 Agreement
to be Bound. Unless an
Executive Officer or Assignee or both return the initial Employer Provided
Benefit within 30 days of receipt by such Officer, such Officer’s Assignee, or
the Insurer, such Executive Officer and any Assignee will be deemed to have
perpetually and irrevocably agreed to be fully bound by all covenants,
limitations, conditions, terms and other provisions of the Plan. The
Employer reserves the right to (a) request each Executive Officer and any
Assignee to duly execute and deliver from time to time instruments that
acknowledge that such Officer and any Assignee are fully bound by the Plan and
(b) withhold Employer Provided Benefits hereunder if such Officer and any
Assignee do not sign such instrument.
7.11 Gender. All pronouns used
herein shall be deemed to refer to the masculine, feminine, neuter, singular or
plural as the identity of the person or persons may require.
IN WITNESS WHEREOF,
CenturyTel, Inc. has executed this Plan on this 3rd day of April,
2008.
CENTURYTEL, INC.
_________________________
By: /s/ R. Stewart Ewing, Jr.
Print Name: R. Stewart Ewing, Jr.
Title: EVP and CFO