Exhibit 3.4(a)
CENTURYTEL, INC.
CHARTER OF AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
(as amended through November 18, 2004)
I. SCOPE OF RESPONSIBILITY
A. General
Subject to the limitations noted in Section VI, the primary function of the Audit Committee is to assist the Board
of Directors (the "Board") in fulfilling its oversight responsibilities by (1) overseeing the Company's system of
financial reporting, auditing, controls and legal compliance, (2) monitoring the operation of such system and the
integrity of the Company's financial statements, (3) monitoring the qualifications and independence of the outside
auditors, and the performance of the outside and internal auditors, and (4) reporting to the Board periodically
concerning activities of the Audit Committee.
B. Relationship to Other Groups
The management of the Company is responsible primarily for developing the Company's accounting practices,
preparing the Company's financial statements, maintaining internal controls, maintaining disclosure controls and
procedures, and preparing the Company's disclosure documents in compliance with applicable law. The internal
auditors are responsible primarily for objectively assessing the Company's internal controls. The outside auditors
are responsible primarily for auditing and attesting to the Company's financial statements and management's
assessment of internal controls. Subject to the limitations noted in Section VI, the Audit Committee, as the
delegate of the Board, is responsible for overseeing this process and discharging such other functions as are
assigned by law, the Company's organizational documents, or the Board. The functions of the Audit Committee
are not intended to duplicate, certify or guaranty the activities of management or the internal or outside auditors.
The Audit Committee will strive to maintain an open and free avenue of communication among management, the
outside auditors, the internal auditors, and the Board. The outside and internal auditors will repor