(for directors and officers of CenturyTel, Inc.)
This Agreement is made as of the _____ day of _______________, by and between CenturyTel , Inc.,
a Louisiana corporation (the “Corporation”), and _______________ (“Indemnitee”).
In consideration of Indemnitee’s service as [a director][an officer] commencing on the date hereof, the
Corporation and Indemnitee do hereby agree as follows:
Agreement to Serve. Indemnitee agrees to serve as [a director][an officer] of the Corporation
for so long as he is elected or appointed or until such earlier time as he tenders his resignation in writing.
Definitions. As used in this Agreement:
The term “Expenses” shall mean any expenses or costs (including, without limitation,
attorney’s fees, judgments, punitive or exemplary damages, fines and amounts paid in settlement). If any of the
foregoing amounts paid on behalf of Indemnitee are not deductible by Indemnitee for federal or state income tax
purposes, the Corporation will reimburse Indemnitee for tax liability with respect thereto by paying to Indemnitee
an amount which, after taking into account taxes on such amount, equals Indemnitee’s incremental tax liability.
The term “Claim” shall mean any threatened, pending or completed claim, action, suit,
or proceeding, whether civil, criminal, administrative or investigative and whether made judicially or extra-
judicially, or any separate issue or matter therein, as the context requires.
The term “Determining Body” shall mean (i) those members of the Board of Directors
who are not named as parties to the Claim for which indemnification is being sought (“Impartial Directors”), if
there are at least three Impartial Directors, or (ii) a committee of at least three directors appointed by the Board
of Directors (regardless whether the members of the Board of Directors voting on such appointment are Impartial
Directors) and composed of I