AMENDMENTS TO THE
CENTURYTEL RETIREMENT PLAN
CENTURYTEL, INC., represented herein by its Executive Vice-President and Chief Financial Officer, R.
Stewart Ewing, Jr., does hereby execute the following amendments to the CenturyTel Retirement Plan:
"These amendments to the Plan are adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). These amendments are intended to constitute good faith compliance
with the requirements of EGTRRA and are to be construed in accordance with EGTRRA and guidance issued
thereunder. Except as otherwise provided herein, each amendment shall be effective as of the first day of the first
Plan Year beginning after December 31, 2001."
2. Insert the following as the last paragraph of Section 2.2:
"Notwithstanding any other Plan provision to the contrary, effective for distributions with annuity starting dates on
or after January 1, 2003, the applicable mortality table used for purposes of adjusting any benefit or limitation
under Code Section 415(b)(2)(B), (C), or (D) set forth in this Plan and the applicable mortality table used for
purposes of satisfying the requirements of Code Section 417(e) set forth in this Plan is the table prescribed in
Rev. Rul. 2001-62."
3. Insert the following as the second paragraph of Section 2.14(d):
"For Plan Years beginning after December 31, 2001, the annual compensation of each Participant taken into
account in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed
$200,000 as adjusted for cost-of-living increases in accordance with Code Section
401(a)(17)(B). Annual compensation means compensation during the Plan Year or such other consecutive 12-
month period over which compensation is otherwise determined under the Plan (the determination period). The
cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period
that begins with or within such