FIRST AMENDMENT TO
CENTURY TELEPHONE ENTERPRISES, INC.
NOW CENTURYTEL, INC.
SUPPLEMENTAL DEFINED BENEFIT PLAN
This First Amendment to the CenturyTel, Inc. Supplemental Defined Benefit Plan ("Plan") is effective
November 17, 2005.
WHEREAS , Article XVI permits the Board to amend the Plan; and
WHEREAS, the name of the Plan needs to be changed to reflect the change of the corporate name
from Century Telephone Enterprises, Inc. to CenturyTel, Inc.; and
WHEREAS , at its meeting on November 17, 2005, the Board approved a recommendation from the
Compensation Committee that the Plan be amended to transfer each active Participant's accrued benefit to the
CenturyTel, Inc. Retirement Plan under the QSERP concept and to grant inactive participants the option to: (i)
terminate participation in the Plan by paying to the Participant the present value of his or her accrued benefit in
cash (without tax assistance), or (ii) retain his or her benefits in the Plan, which will be made compliant with Code
Section 409A; and
WHEREAS , the executive officers of the Company were authorized and directed by the Board to
prepare and execute the Amendments to the various Plans and Trusts and to take all such other actions as they
deem necessary and proper to carry out the recommendations approved in the resolutions.
NOW, THEREFORE , the Plan is amended effective November 17, 2005 as follows:
Delete the name "Century Telephone Enterprises, Inc." each place that it appears in the Plan and insert
in its place "CenturyTel, Inc.".
Amend Section 4.01 to read as follows:
4.01 The monthly retirement benefit payable to a Participant on his Normal Retirement Date
shall be the excess, if any, of the sum of the amounts determined pursuant to Sections 6.1(a)(i)
and 6.1(a)(ii) of the CenturyTel, Inc. Retirement Plan, computed without taking into account
the limitation contained in Sections 2.14(d) and 5.7 thereof, over the amount so determined