Fourth Amendment to the CenturyTel Union 401(k) Plan and Trust (as Amended and Restated Effective December 31, 2006)

Summary

This amendment, effective January 1, 2009, updates the CenturyTel Union 401(k) Plan and Trust. It clarifies that CenturyTel, Inc. will indemnify and defend its officers, directors, and employees who act as fiduciaries of the Plan against claims or liabilities arising from their actions related to the Plan, as long as they act in good faith and in the Plan's best interest. The coverage includes negligence to the extent allowed by law and is reduced by any applicable insurance. The amendment is executed by the company's Senior Vice-President, General Counsel, and Secretary.

EX-10.1 6 exh101b.htm EXHIBIT 10.1(B) Unassociated Document

Exhibit 10.1(b)

FOURTH AMENDMENT TO THE

CENTURYTEL UNION 401(K) PLAN

AS AMENDED AND RESTATED

EFFECTIVE DECEMBER 31, 2006

WHEREAS, the CenturyTel Union 401(k) Plan and Trust (“Plan”) was amended and restated by CenturyTel, Inc. (the “Company”) effective December 31, 2006;

WHEREAS, the Company wishes to clarify the indemnification provisions in the Plan regarding officers, directors, and employees who serve as fiduciaries of the Plan; and

WHEREAS, the Company reserved the right to amend the Plan in Section 13.1(a) of the Plan.

NOW, THEREFORE, the Company, represented herein by its Senior Vice-President, General Counsel and Secretary, Stacey W. Goff, as Plan Sponsor and Employer, does hereby execute the following amendment to the CenturyTel Union 401(k) Plan and Trust (“Plan”), effective as of January 1, 2009:

Section 12.6 of the Plan, Liabilities, is amended and restated to read in its entirety as follows:

12.6 Liabilities. The Company shall indemnify and defend any Plan fiduciary who is an officer, director, or employee of the Company or another Employer against any claim or liability that arises from any action or inaction in connection with the Plan, subject to the following rules:

(a)

coverage shall be limited to actions taken in good faith that the fiduciary reasonably believed were not opposed to the best interest of the Plan;

(b)

negligence by the fiduciary shall be covered to the fullest extent permitted by law; and

(c)

coverage shall be reduced to the extent of any insurance coverage.

THUS DONE AND SIGNED this 30th day of June, 2009.

	CENTURYTEL, INC.


	BY: /s/ Stacey W. Goff
	Stacey W. Goff
	Senior Vice-President, General
	Counsel and Secretary