THE CENTURYTEL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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. Additiona