CENTURYTEL INC
EXHIBIT 10.1(C)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>ex10-1c.txt
<DESCRIPTION>EXHIBIT 10.1(C)
<TEXT>
                                                                 Exhibit 10.1(c)

                           CENTURYTEL RETIREMENT PLAN

                    As Amended and Restated February 28, 2002


         CenturyTel, Inc. (the "Company") hereby amends and restates the
CenturyTel Retiremenet Plan (the "Plan"), which has previously been established
for the exclusive benefit of eligible employees of certain subsidiaries and
affiliates of the Company, and other entities permitted to adopt the Plan by the
Company. The Plan is intended to constitute a qualified defined benefit pension
plan, as described in Code Section 401(a).

         The provisions of the Plan and Trust relating to the Trustee constitute
the trust agreement which is entered into by and between CenturyTel, Inc., the
adopting employers and Bankers Trust Company, N.A.. The Trust is intended to be
tax exempt, pursuant to Code Section 501(a).

         The Plan, as amended and restated, is intended to comply with the
qualification requirements of the Uniformed Services Employment and Reemployment
Rights Act of 1994 (USERRA), the General Agreement of Tariffs and Trade portion
of the Uruguay Round Agreements Act (GATT), the Retirement Protection Act of
1994 (RPA '94), the Small Business Job Protection Act of 1996 (SBJPA), the
Taxpayer Relief Act of 1997 (TRA '97), the Restructuring and Reform Act of 1998
(RRA '98), and the Community Renewal Tax Relief Act of 2000 (CRA), and is
intended to comply in operation therewith. To the extent that the Plan, as set
forth below, is subsequently determined to be insufficient to comply with such
requirements and any regulations issued, the Plan shall later be amended to so
comply.

         This Amendment and Restatement of the CenturyTel Retirement Plan, as
set forth in this document, is effective as of January 1, 2002, except as
otherwise indicated in specific Sections hereof.



<PAGE>


                                TABLE OF CONTENTS

ARTICLE I....................................................................1
         EFFECTIVE DATE AND APPLICATION......................................1
                  1.1      Effective Date....................................1
                  1.2      Qualification.....................................1
                  1.3      Sponsoring and Adopting Employers.................1
                  1.4      Incorporation of Trust Agreement..................1
ARTICLE II...................................................................2
         DEFINITIONS.........................................................2

                  2.1      Accrued Benefit...................................2
                  2.2      Actuarial Equivalency or Actuarial Equivalent.....2
                  2.3      Adopting Entity...................................2
                  2.4      Affiliate.........................................3
                  2.5      Alternative Joint and Survivor Annuity............3
                  2.6      Annuity Starting Date.............................3
                  2.7      Beneficiary.......................................4
                  2.8      Benefit Computation Period........................4
                  2.9      Board.............................................4
                  2.10     Break in Service..................................4
                  2.11     Code..............................................4
                  2.12     Committee.........................................4
                  2.13     Company...........................................4
                  2.14     Compensation......................................4
                  2.15     Computation Period................................6
                  2.16     Credited Service..................................6
                  2.17     Disability or Disabled............................6
                  2.18     Early Retirement Date.............................6
                  2.19     Eligibility Computation Period....................6
                  2.20     Eligible Employee.................................6
                  2.21     Employee..........................................6
                  2.22     Employer..........................................6
                  2.23     ERISA.............................................7
                  2.24     Average Annual Compensation.......................7
                  2.25     Hour of Service...................................7
                  2.26     Layoff............................................8
                  2.27     Leave of Absence..................................8
                  2.28     Monthly Compensation..............................9
                  2.29     Normal Form.......................................9
                  2.30     Normal Retirement Age.............................9
                  2.31     Normal Retirement Date............................9
                  2.32     Participant.......................................9
                  2.33     Plan..............................................9
                  2.34     Plan Administrator................................9
                  2.35     Plan Year.........................................9
                  2.36     Prior Plan........................................9
                  2.37     Qualified Domestic Relations Order................9
                  2.38     Qualified Joint and Survivor Annuity..............9
                  2.39     Required Beginning Date...........................9
                  2.40     Single Life Annuity...............................10
                  2.41     Social Security Covered Compensation..............10
                  2.42     Spouse............................................10
                  2.43     Trust Agreement...................................10
                  2.44     Trustee...........................................11
                  2.45     Vesting Computation Period........................11
                  2.46     Year of Credited Service..........................11
                  2.47     Year of Eligibility Service.......................11
                  2.48     Year of Service...................................11
                  2.49     Year of Vesting Service...........................11
ARTICLE III..................................................................12
         ELIGIBILITY AND PARTICIPATION.......................................12
                  3.1      Eligible Employees................................12
                  3.2      Requirements for Participation....................13
                  3.3      Effective Time of Participation...................13
                  3.4      Reassignment and Reemployment.....................13
                  3.5      Waiver of Participation...........................13
ARTICLE IV...................................................................14
         CREDITING OF SERVICE................................................14
                  4.1      Eligibility Service...............................14
                  4.2      Vesting Service...................................14
                  4.3      Credited Service..................................14
                  4.4      Reemployment after Break in Service...............15
                  4.5      Transition Rules and Short and
                           Overlapping Computation Periods...................16
                  4.6      Special Rules for Service Under Prior Plan........17
                  4.7      Transfers between Company, Affiliates and
                           Adopting Entities.................................17
ARTICLE V....................................................................19
         BENEFITS ON RETIREMENT, DEATH, DISABILITY
         AND TERMINATION OF EMPLOYMENT.......................................19
                  5.1      Normal Retirement.................................19
                  5.2      Early Retirement..................................19
                  5.3      Deferred Retirement...............................19
                  5.4      Disability Retirement.............................19
                  5.5      Spouse's Benefit..................................19
                  5.6      Benefit on Termination of Employment..............20
                  5.7      Limitations on Pensions...........................22
ARTICLE VI...................................................................25
         COMPUTATION OF BENEFIT AMOUNTS......................................25
                  6.1      Normal Retirement Benefit.........................25
                  6.2      Early Retirement Benefit..........................26
                  6.3      Deferred Retirement Benefit.......................27
                  6.4      Disability Retirement Benefit.....................28
                  6.5      Spouse's Benefit..................................28
                  6.6      Benefits for Terminated Vested Employees..........29
                  6.7      Reduction for Other Benefits......................29
                  6.8      Cost of Living Adjustment.........................30
ARTICLE VII..................................................................31
         TIMING AND FORM OF BENEFIT PAYMENTS.................................31
                  7.1      Commencement of Benefits..........................31
                  7.2      Normal Form.......................................32
                  7.3      Waiver of Normal Form.............................32
                  7.4      Timing of Election and Spousal Consent............33
                  7.5      Notice Requirements...............................34
                  7.6      Special Rules for Death of Participant or
                           Beneficiary.......................................34
                  7.7      Optional Forms of Payment.........................35
                  7.8      Annuity Form of Payment...........................37
                  7.9      Mandatory Lump Sum Distribution of
                           Small Benefits....................................37
                  7.10     Minimum Distributions Required Under
                           Code Section 401(a)(9)............................38
                  7.11     Early Commencement Election.......................39
                  7.12     Suspension of Benefits............................39
                  7.13     Eligible Rollover Distributions...................41
ARTICLE VIII.................................................................43
         MEDICAL BENEFITS....................................................43
                  8.1      Eligibility.......................................43
                  8.2      Medical Benefits..................................43
                  8.3      Separate Medical Benefits Account.................43
                  8.4      Limitation on Contributions.......................44
                  8.5      Satisfaction of Liabilities.......................44
                  8.6      Forfeiture of Benefits............................44
ARTICLE IX...................................................................45
         FUNDING.............................................................45
                  9.1      Plan Assets.......................................45
                  9.2      Trust Agreement...................................45
                  9.3      Insurance Arrangements............................45
                  9.4      Contributions.....................................45
                  9.5      Exclusive Benefit.................................45
                  9.6      Return of Contributions...........................45
                  9.7      Prohibition Against Assignment or
                           Alienation of Benefits............................46
ARTICLE X....................................................................47
         FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION..................47
                  10.1     Allocation of Fiduciary Responsibilities..........47
                  10.2     Committee.........................................47
                  10.3     Committee Action by Majority Vote.................47
                  10.4     Plan Administrator................................47
                  10.5     Committee Reliance on Professional Advice.........48
                  10.6     Plan Administration Expenses......................48
                  10.7     Responsibilities of Trustee.......................48
                  10.8     Investment Management by Trustee..................48
                  10.9     Allocation of Investment Management
                           Responsibilities..................................48
                  10.10    Appointment and Removal of Investment Managers....48
                  10.11    Ascertainment of Plan Financial Needs.............49
                  10.12    Delegation of Company's Duties....................49
                  10.13    Benefit Claim Procedure...........................49
                  10.14    QDRO Procedures...................................50
                  10.15    Service in Multiple Fiduciary Capacities..........50
ARTICLE XI...................................................................51
         CO-SPONSORSHIP OF PLAN AND MERGERS WITH OTHER PLANS.................51
                  11.1     Co-sponsorship of Plan by Affiliates..............51
                  11.2     Co-sponsorship of Plan by Adopting Entities.......51
                  11.3     Merger with Plan of Affiliate.....................51
ARTICLE XII..................................................................53
         DURATION AND AMENDMENT..............................................53
                  12.1     Reservation of Right to Suspend or Terminate Plan.53
                  12.2     Reservation of Right to Amend Plan................53
                  12.3     Transactions Subject to Code Section 414(l).......53
ARTICLE XIII.................................................................55
         DISTRIBUTION UPON PLAN TERMINATION..................................55
                  13.1     Vesting on Plan Termination.......................55
                  13.2     Allocation of Assets on Plan Termination..........55
                  13.3     Provision for Benefits After Plan Termination.....56
                  13.4     Computation of Benefits After Plan Termination....56
                  13.5     Continued Employment Not Required After
                           Plan Termination..................................56
                  13.6     Data in Company Records on Plan Termination.......56
                  13.7     Satisfaction of Liabilities on Plan Termination...56
                  13.8     High-25 Distribution Restrictions.................57
ARTICLE XIV..................................................................59
         INTERCHANGE OF BENEFIT OBLIGATIONS..................................59
                  14.1     Interchange Agreement Permitted...................59
ARTICLE XV...................................................................60
         GENERAL PROVISIONS..................................................60
                  15.1     No Employment Rights Conferred....................60
                  15.2     Integration Clause................................60
                  15.3     Incapacity of Recipient...........................60
                  15.4     ERISA Fiduciary Duties............................60
                  15.5     Compliance with State and Local Law...............60
                  15.6     Usage.............................................60
                  15.7     Titles and Headings...............................60
                  15.8     Severability Clause...............................60
                  15.9     USERRA - Military Service Credit..................61
ARTICLE XVI..................................................................62
         TOP-HEAVY REQUIREMENTS..............................................62
                  16.1     In General........................................62
                  16.2     Definitions.......................................62
                  16.3     Determination of Top-Heavy Ratio..................63
                  16.4     Top-Heavy Minimum Benefits........................65
                  16.5     Termination of Top-Heavy Status...................66
                  16.6     Interpretation....................................66

<PAGE>


                                    ARTICLE I
                         EFFECTIVE DATE AND APPLICATION

         1.1   Effective Date. The effective date of this Amendment and
Restatement of the Plan shall be January 1, 2002, except as otherwise indicated
in specific Sections hereof.

         1.2   Qualification. It is the intention of the Company that the
Plan shall satisfy the requirements of ERISA, that the Plan shall be qualified
under Section 401(a) of the Code, and that the Trust established under the Plan
shall be exempt from taxation under Section 501(a) of the Code. If the
Commissioner of Internal Revenue determines that the Plan as restated does not
qualify under Section 401(a) of the Code, the Plan may be retroactively amended
to so qualify.

         1.3   Sponsoring and Adopting Employers. The Company is the adopting
sponsor of the Plan. Any Affiliate or Adopting Entity approved by the Company
may also adopt the Plan, by a statement in writing, signed by the Affiliate or
Adopting Entity and approved by the Company. The statement shall include the
effective date of adoption of the Plan by the adopting Affiliate or Adopting
Entity and may include any special provisions applicable only to employees of
such adopting Affiliate or Adopting Entity.

         1.4   Incorporation of Trust Agreement. The Trust Agreement(s)
established under the Plan shall be incorporated into, and made a part of, the
Plan in accordance with Section 9.2.


                                   ARTICLE  II
                                   DEFINITIONS

         The following terms, when used with an initial capital letter in this
Plan, shall have the following meanings unless the context clearly requires a
different meaning.

         2.1   "Accrued Benefit" means, for any Participant as of any
determination date, the amount of retirement income (whether or not vested) that
would be payable to the Participant as of his Normal Retirement Date in
accordance with the provisions of Section 6.1, based on the Participant's
Credited Service and Final Average Compensation as of the date of determination.

         2.2   "Actuarial Equivalency" or "Actuarial Equivalent" means a
benefit under which the present value of the expected payments is equal to the
present value of the expected benefit otherwise payable under the Plan,
determined on the basis of the following mortality and interest assumptions:

           Mortality:                UP- 1984 Morality Table

           Interest Rate:            8% per annum

         Notwithstanding the foregoing, for determinations of cash amounts,
interest shall be the annual rate of interest on 30 year Treasury securities for
the September preceding the year in which the cash amount is paid and mortality
shall be as provided in the mortality table prescribed by the Commissioner of
Internal Revenue under Section 417(e)(3)(A)(ii)(I) of the Internal Revenue Code.

         For valuing benefits accrued on or before December 31, 1987, the
Consumer Price Index shall be assumed to increase at least two percent (2%) per
annum.

         When the term "Actuarial Value" is used herein, it shall mean the
present value of a benefit computed using the factors and assumptions provided
in this Section 2.2.

         If the actuarial factors for determining equivalent benefits are
changed by Plan amendment, the benefit actually paid in any form shall not be
less than the amount determined for the same form by applying the prior factors
to the Participant's Accrued Benefits as of the date the change is adopted or is
effective, whichever is later.

         2.3   "Adopting Entity" means an entity which, with approval of the
Company, adopts this Plan for the benefit of its eligible employees.

         2.4      "Affiliate" means:

                  (a)  any corporation that is a member of a controlled group of
         corporations (as defined in Section 1563(a) of the Code, without regard
         to Sections 1563(a)(4) and 1563(e)(3)(C) of the Code) with the Company;

                  (b)  any unincorporated business under common control with the
         Company, as determined under Section 414(c) of the Code and, to the
         extent not inconsistent therewith, under such rules as may be adopted
         by the Board;

                  (c)  a member of any affiliated service group that includes
         the Company,  as determined  under Section 414(m) of the Code; or

                  (d)  except to the extent otherwise provided in Treasury
         Regulations, a leasing organization with respect to the periods of
         service performed by any individual who is a leased employee (within
         the meaning of Section 414(n) of the Code) with respect to an Affiliate
         (determined without regard to this paragraph (e)) or any related person
         (within the meaning of Section 144(a)(3) of the Code).

         A corporation, unincorporated business, or other organization shall
qualify as an Affiliate only with respect to the period during which it
satisfies one or more of the applicable descriptions in paragraphs (a) through
(d), above. Except as otherwise specifically provided in the Plan, the
employment of an individual with an Affiliate for purposes of the Plan shall not
include any period with respect to which the corporation, unincorporated
business, or other organization constituting the Affiliate fails to satisfy one
or more of the applicable descriptions in paragraphs (a) through (d), above, and
an individual's employment with an Affiliate shall be considered terminated for
purposes of the Plan no later than the date on which the corporation,
unincorporated business, or other organization constituting the Affiliate ceases
to satisfy any of the applicable descriptions in paragraphs (a) through (d),
above. Paragraphs (c) and (d), above, shall apply solely for purposes of
determining an individual's Eligibility Service and Vesting Service, and shall
not apply for any other purpose under the Plan, including, without limitation,
for purposes of determining his Credited Service.

         2.5   "Alternative Joint and Survivor Annuity" means an optional
form of benefit payment provided under Section 7.7(a), which may be elected by a
Participant (with Spousal consent) pursuant to Section 7.3.

         2.6   "Annuity Starting Date" has the same meaning as in Code
Section 417(f), i.e., the first day of the first period for which an amount is
payable as an annuity or, in the case of a benefit not payable in the form of an
annuity, the first day on which all events have occurred which entitle the
Participant to payment of such benefit.

         2.7   "Beneficiary" means any individual designated or deemed
designated by a Participant or former Participant to receive a benefit under the
Plan after the death of the Participant or former Participant.

         2.8   "Benefit Computation Period" means the period determined under
Section 4.3(a).

         2.9   "Board" means the Board of Directors of the Company, the
executive committee of the Board, and any other committee of the Board
authorized to act on its behalf.

         2.10  "Break in Service" means a Computation Period in which an
Employee fails to complete more than five hundred (500) Hours of Service with
the Employer.

         2.11  "Code" means the Internal Revenue Code of 1986, as amended.

         2.12  "Committee" means the committee appointed by the Board to
administer the Plan pursuant to Article IX.

         2.13  "Company" means CenturyTel, Inc.

         2.14  "Compensation" means the sum of (a) and (b), as adjusted under
(c), (d),and (e) and after applying the provisions of (f), (g) and (h):

               (a)     All nondeferred compensation reportable on Form W-2
                       except the following:

                       (1)   Overtime or premium pay.

                       (2)   Imputed income from expense reimbursements or
                       fringe benefits.

                       (3)   Prizes and awards (such as employee recognition
                       awards and safety awards).

                       (4)   Payment for termination of employment (such as
                       retirement bonuses, disability benefits and severance
                       pay).

                       (5)   Long-term incentive compensation.

               (b)     Salary reduction amounts elected by the Participant
                       under a qualified cash or deferred arrangement or a
                       cafeteria plan.

               (c)     During periods of reduced compensation because of
                       such causes as illness, disability or leave of
                       absence, compensation shall be figured at the last
                       regular rate before the start of the period.

               (d)     The maximum amount of annual compensation taken into
                       account for any year for a Participant shall be
                       $150,000 plus any cost-of-living adjustment
                       authorized for the year by applicable regulations.
                       For the Plan Years beginning before January 1, 1997,
                       for purposes of this limit, the following shall apply
                       to any Participant who is a highly compensated
                       employee (as defined in Internal Revenue Code Section
                       414(q) and related Treasury Regulations) and is
                       either a five percent owner or one of the 10 highest
                       paid employees:

                       (1)   The Participant's compensation shall be
                       aggregated with any compensation paid by the Employer
                       to the Participant's spouse and to the Participant's
                       lineal descendants under age 19.

                       (2)   If the $150,000 limit is exceeded in the
                       aggregate, pay counted for each aggregated employee
                       shall be reduced pro rata to stay within the limit.

               (e)     The reduction in the maximum compensation counted
                       under (d) to $150,000 shall be made providing a
                       Participant with the greater of the following
                       (formula with extended wear-away):

                       (1)   The Participant's benefit accrued under
                       the Plan as of December 31, 1993 based on
                       compensation up to the maximum permitted amount of
                       compensation in each earlier year, plus the benefit
                       accrued on the basis of service after that date and
                       on compensation at the reduced level.

                       (2)   The Participant's benefit accrued on the
                       basis of service before and after December 31, 1993
                       and on compensation at the reduced level.

               (f)     A bonus earned in one calendar year and paid in
                       the following calendar year, including any bonus paid
                       in the year following employment termination, shall
                       be treated as received in the year in which the bonus
                       is paid or, if earlier, the year in which employment
                       terminates.

               (g)     A lump sum payment in lieu of an increase in base
                       salary shall not be treated as a bonus and shall be
                       counted as salary received one-twelfth in each
                       calendar month of employment in the year in which the
                       lump sum amount is paid.

               (h)     For the month in which a Participant terminates
                       employment, Compensation shall be pro-rated based on
                       a fraction, the numerator of which is the number of
                       days worked by the Participant in the month and the
                       denominator is thirty (30).


         2.15  "Computation Period" means an Eligibility Computation Period,
Vesting Computation Period or Benefit Computation Period, as is appropriate in
the context in which used. Years of Service and Breaks in Service will be
measured on the same Computation Period (Eligibility, Vesting or Benefit, as
applicable)

         2.16  "Credited Service" means the number of Years of Credited
Service credited to a Participant for benefit accrual purposes pursuant to
Section 4.3.

         2.17  "Disability" or "Disabled" means the total disability of an
Employee as evidenced by the Employee's inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or to last for a continuous
period of at least twelve (12) months. An Employee shall only be considered
disabled after proof of such disability satisfactory to the Employer is
furnished (which proof shall include a determination of approval for Social
Security disability benefits or, if such is not available, a written statement
of a licensed physician appointed or approved by the Employer).

         2.18  "Early Retirement Date" means any date prior to his Normal
Retirement Date on which an Employee actually retires or is retired pursuant to
Section 5.2.

         2.19  "Eligibility Computation Period" means the period determined
under Section 4.1(a).

         2.20  "Eligible Employee" means an Employee described in Section 3.1.

         2.21  "Employee" means any person regularly employed by the
Employer, including employees of any other employer required to be aggregated
with the Employer under Section 414(b), (c), (m) or (o) of the Code. The term
Employee shall not include any leased employee deemed to be an employee of the
Employer as provided in Sections 414(n) or (o) of the Code, or any
owner-employee, as defined in Code Section 401(c)(3), or self-employed
individual, as defined in Code Section 401(c)(1).

         The term Employee shall not include an individual who is retained by
the Employer pursuant to a contract or agreement that specifies that the
individual is not eligible to participate in the Plan, an individual whose basic
compensation for services rendered is not paid by or on behalf of the Employer,
or an individual who is not classified as a common-law employee by the Employer,
regardless of any subsequent reclassification of such individual as a
"common-law employee" of the Employer by the Employer, any governmental agency,
or any court.

         2.22  "Employer" means the Company, any Affiliate which has adopted
this Plan, and any Adopting Entity. This Plan is a single plan maintained by
multiple employers in which all of the Plan assets are available to pay benefits
for all Participants in the Plan.

         2.23  "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

         2.24  "Final Average Compensation" means the Participant's average
Monthly Compensation over the sixty (60) consecutive calendar months of highest
Monthly Compensation in the last one hundred twenty (120) months of employment
with the Employer. Months separated by a period when the Employee is not in such
employment shall be treated as consecutive. If an Employee has fewer than sixty
(60) months of compensation, all months shall be used. For purposes of computing
Final Average Compensation, Compensation for Employees of CenturyTel, Inc., any
Affiliate or any Adopting Entity (not including former employees of Pacific
Telecom, Inc. who became employees of CenturyTel, Inc. or an Affiliate thereof
as of the date of acquisition of Pacific Telecom, Inc. by CenturyTel, Inc. or an
Affiliate thereof) shall only be counted beginning with the 1999 Plan Year.

         2.25  "Hour of Service" means:

               (a)     Each hour for which an Employee is compensated by the
         Employer, or is entitled to be so compensated, for service rendered by
         him to the Employer. These hours will be credited to the Employee for
         the computation period in which the duties are performed.

               (b)     Each hour for which an Employee is compensated by the
         Employer, or is entitled to be so compensated, on account of a period
         of time during which no services are rendered by him to the Employer
         (irrespective of whether the employment relationship has terminated)
         due to vacation, holiday, illness, incapacity (including disability),
         layoff, jury duty, military duty or leave of absence. No more than five
         hundred and one (501) Hours of Service shall be credited pursuant to
         this subparagraph (b) on account of any single continuous period during
         which an Employee renders no services to the Employer (whether or not
         such period occurs in a single computation period). Hours under this
         paragraph will be calculated and credited pursuant to Section
         2530.200b-2 of the Department of Labor Regulations which are
         incorporated herein by this reference.

               (c)     Each hour for which back pay, without regard to
         mitigation of damages,  has been awarded or agreed to by the Employer.
         The  same  Hours  of  Service   shall  not  be  credited   both  under
         subparagraph (a) or subparagraph  (b),  whichever shall be applicable,
         and also under this  subparagraph  (c).  The hours will be credited to
         the Employee for the computation  period or periods to which the award
         or agreement  pertains rather than the computation period in which the
         payment is made.

         An Employee whose compensation is not determined on an hourly basis or
for whom hourly employment records are not maintained shall be credited with
forty-five (45) Hours of Service per week.

         Hours of Service will be credited for eligibility, participation and
vesting purposes for employment with other members of an affiliated service
group (under Section 414(m) of the Code), a controlled group of corporations
(under Section 414(b) of the Code), or a group of trades or businesses under
common control (under Section 414(c) of the Code), of which the Employer is a
member, and any other entity required to be aggregated with the Employer
pursuant to Section 414(o) of the Code and the regulations thereunder. Hours of
Service for purposes of determining Years of Credited Service shall only include
Hours of Service with the Employer. Hours of Service will be credited for
eligibility, participation and vesting purposes for periods during which an
Eligible Employee is on Layoff or a Leave of Absence.

         Hours of Service will also be credited for any individual considered an
Employee under Section 414(n) or (o) of the Code, and regulations thereunder.

         Solely for purposes of determining whether a Break in Service for
participation and vesting purposes has occurred in a computation period, an
individual who is absent from work for maternity or paternity reasons shall
receive credit for the Hours of Service which would otherwise have been credited
to such individual but for such absence, or in any case in which such hours
cannot be determined, eight (8) Hours of Service per day of such absence. For
purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence (i) by reason of the pregnancy of the individual, (ii)
by reason of a birth of a child of the individual, (iii) by reason of the
placement of a child with the individual in connection with the adoption of such
child by such individual, or (iv) for purpose of caring for such child for a
period beginning immediately following such birth or placement. The Hours of
Service credited under this paragraph shall be credited only (i) in the
computation period in which the absence begins if the crediting is necessary to
prevent a Break in Service in that period, or (ii) in all other cases, in the
following computation period.

         2.26     "Layoff" means the termination of employment due to the
reduction of the Employer's work force. An Employee shall continue as laid off
until (i) the Employee retires, dies or resumes employment at the request of the
Employer, (ii) the Employer notifies the Employee that employment has been
terminated, (iii) the Employee elects to terminate employment, or the employee
fails to return to work when recalled, or (iv) twelve (12) months have elapsed
since the date of the Layoff. Termination of a Layoff under (ii), (iii) or (iv)
above, shall be effective as of the date of the Layoff.

         2.27     "Leave of Absence" means (i) a leave authorized by the
Employer if the Employee returns within the time prescribed by the Employer and
otherwise fulfills all the conditions of the leave imposed by the Employer, (ii)
absence because of Disability, or (iii) periods of military service if the
Employee returns with employment rights protected by law. If a person on Leave
of Absence fails to meet the conditions of the leave or fails to return to work
when required, employment shall terminate and termination of the Leave of
Absence shall be effective as of the date the leave began unless the failure is
due to death or retirement. In authorizing Leaves of Absence, the Employer shall
treat all Employees similarly situated alike as much as possible.

         2.28     "Monthly Compensation" shall mean a Participant's Compensation
determined under Section 2.14 for a Plan Year, divided by twelve (12).

         2.29     "Normal Form" means the form of benefit payable to a
Participant pursuant to Section 7.2 of this Plan.

         2.30     "Normal Retirement Age" means age sixty-five (65).

         2.31     "Normal Retirement Date" means the first day of the calendar
month coinciding with or following the date the Participant attains Normal
Retirement Age.

         2.32      "Participant" means an Employee participating in the Plan in
accordance with the provisions of Article III.

         2.33     "Plan" means the provisions of this CenturyTel Retirement
Plan, as set forth herein and as may be amended from time to time.

         2.34      "Plan Administrator" means the Committee.

         2.35     "Plan Year" means the calendar year, except that the first
plan year with respect to each Employer shall mean the period from the Effective
Date with respect to such Employer to December 31 of such year.

         2.36     "Prior Plan" means the Pacific Telecom Retirement Plan.

         2.37     "Qualified Domestic Relations Order" means a "qualified
domestic relations order" within the meaning of ERISA Section 206(d).

         2.38     "Qualified Joint and Survivor Annuity" means, for any
Participant who has a Spouse at his retirement date, an annuity payable monthly
for the lifetime of the Participant and a survivor annuity payable monthly to
the Spouse (if living) upon the Participant's death which is fifty-percent (50%)
of the amount of the annuity payable during the lifetime of the Participant.

         2.39     "Required Beginning Date" means

                  (1)  General Rule. The required beginning date of a
                  Participant is the later of the April 1 of the calendar year
                  following the calendar year in which the Participant attains
                  age 70 1/2 or retires except that benefit distributions to a
                  5-percent owner must commence by the April 1 of the calendar
                  year following the calendar year in which the Participant
                  attains age 70 1/2 .

                  (2)  Deferral or Cessation of Distributions.

                       (A) Any Participant attaining age 70 1/2 in
                           years after 1995 may elect by April 1 of the calendar
                           year following the year in which the Participant
                           attained age 70 1/2 (or by December 31, 1997 in the
                           case of a Participant attaining age 70 1/2 in 1996)
                           to defer distributions until the calendar year
                           following the calendar year in which the Participant
                           retires. If no such election is made the Participant
                           will begin receiving distributions by the April 1 of
                           the calendar year following the year in which the
                           Participant attained age 70 1/2 (or by December 31,
                           1997 in the case of a Participant attaining age 70
                           1/2 in 1996).

                       (B) Any Participant attaining age 70 1/2 in
                           years prior to 1997 may elect to stop distributions
                           and recommence by the April 1 of the calendar year
                           following the year in which the Participant retires.
                           There will be a new annuity starting date upon
                           recommencement.

                  (3)  5-Percent Owner. A Participant is treated as a
                  5-percent owner for purposes of this Section if such
                  Participant is a 5-percent owner as defined in Section 416 of
                  the Code at any time during the Plan Year ending with or
                  within the calendar year in which such owner attains age 70
                  1/2 .

                  (4)  Distributions Begun. Once distributions have
                  begun to a 5-percent owner under this Section, they must
                  continue to be distributed, even if the Participant ceases to
                  be a 5-percent owner in a subsequent year.

         2.40     "Single Life Annuity" means an annuity payable monthly in
equal installments for the life of a Participant, which terminates upon the
death of the Participant and does not provide any survivor benefits.

         2.41     "Social Security Covered Compensation"" means the covered
compensation amount for a person with the Participant's Social Security
retirement age, as determined in accordance with applicable regulations. The
Committee may, in its discretion, use a table of Social Security Covered
Compensation published by the Internal Revenue Service with rounded amounts.

         2.42     "Spouse" means any individual who is legally married to a
Participant as of any applicable date, provided that a former spouse shall be
treated as the spouse of a Participant to the extent provided under a Qualified
Domestic Relations Order.

         2.43     "Trust Agreement" means the Trust Agreement between
CenturyTel, Inc. and Bankers Trust Company, as from time to time amended and in
effect, and any other or additional trust agreement under the Plan, so
designated for such purpose by the Board, between the Company, any adopting
Affiliate, or Adopting Entity, and any Trustee at any time acting thereunder.

         2.44     "Trustee" means the trustee under a Trust Agreement.

         2.45     "Vesting Computation Period" means the period determined
under Section 4.2(a).

         2.46     "Year of Credited Service" means a Benefit Computation Period
in which an Employee meets the requirements of Section 4.3(b) and is credited
with a Year of Credited Service thereunder.

         2.47     "Year of Eligibility Service" means an Eligibility Computation
Period in which an Employee meets the requirements of Section 4.1(b) and is
credited with a Year of Eligibility Service thereunder.

         2.48     "Year of Service" means a Plan Year in which an Employee
completes one thousand (1000) or more Hours of Service (whether or not
continuous) with the Company, a participating Affiliate, or an Adopting Entity.

         2.49     "Year of Vesting Service means a Vesting Computation Period in
which an Employee meets the requirements of Section 4.2(b) and is credited with
a Year of Vesting Service thereunder.


                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

         3.1      Eligible Employees. Any Employee of an Employer shall be
eligible to participate in the Plan, except for the following:

                  (a)  Any Employee covered by a collective bargaining agreement
         that does not provide for participation in this Plan.

                  (b)  A leased employee treated as an employee for pension
         purposes solely because of Code Section 414(n).

                  (c)  A "casual employee" as categorized in the Employer's
         personnel policies, generally including workers who are on call, have
         no regular established work week and no fixed days or hours of work.

                  (d)  A temporary employee hired specifically to fill
         temporary or occasional needs.

                  (e)  An employee of CenturyTel, Inc. or an Affiliate who was
         on disability under the CenturyTel, Inc. Long Term Disability Plan as
         of January 1, 1999, until such time as the employee returns to active
         employment.

                  (f)  An employee of an Affiliate or other entity which is
         not an adopting Affiliate or an Adopting Entity.

                  (g)  Employees of the following Affiliates:

                       (i)     Century Business Communications, LLC;
                       (ii)    CenturyTel Interactive Company;
                       (iii)   CenturyTel Security Systems, Inc.;
                       (iv)    CenturyTel of Northwest Arkansas, LLC;
                       (v)     CenturyTel of Central Arkansas, LLC;
                       (vi)    CenturyTel of Central Wisconsin, LLC;
                       (vii)   Telephone USA of Wisconsin, LLC;
                       (viii)  Spectra Communications Group, LLC;
                       (ix)    CenturyTel Holdings, Inc;
                       (x)     CenturyTel Investments of Texas, Inc.;
                       (xi)    CentruyTel of Alabama, LLC; and
                       (xii)   CenturyTel of Missouri, LLC.

         Effective January 1, 1999, the Company became the sponsor of this Plan,
and Employees of the Company, any adopting Affiliate, and any Adopting Entity
became eligible to participate in this Plan effective January 1, 1999.

         3.2      Requirements for Participation.  To be eligible to
participate in the Plan, an Employee must:

                  (a)  Be an Eligible Employee under Section 3.1;

                  (b)  Complete one (1) Year of Eligibility Service, as
determined under Section 4.1; and

                  (c)  Attain age twenty-one (21).

         3.3      Effective Time of Participation. An Eligible Employee who
meets the requirements of Section 3.2 shall be a Participant in the Plan as of
the first day of the Eligibility Computation Period in which the Employee meets
such requirements.

         3.4      Reassignment and Reemployment. In the event an Employee who is
not a member of the eligible class of Employees becomes a member of the eligible
class, such Employee shall be eligible to participate immediately.

         In the event a Participant is no longer a member of the eligible class
of Employees and becomes ineligible to participate, such Employee shall be
eligible to participate immediately upon returning to the eligible class of
Employees.

         A former Participant shall become a Participant immediately upon
returning to the employ of the Employer if such former Participant is a member
of the eligible class of Employees when re-employed.

         3.5      Waiver of Participation. The Employer may grant a waiver of
participation to any Employee who so requests. Whether or not such waiver shall
be granted, and the terms and conditions (including duration) thereof, shall be
made in accordance with written and objective rules and shall be applied in a
uniform and nondiscriminatory manner.


                                  ARTICLE IV
                              CREDITING OF SERVICE

         4.1      Eligibility Service.

                  (a)  A Year of Eligibility Service for purposes of satisfying
         Section 3.2(b) shall be measured on an employment year, which is the
         twelve (12) month period starting on the date the Employee first
         performs an Hour of Service for the Employer, or an anniversary of such
         date (Eligibility Computation Period).

                  (b)  An Employee shall be credited with a Year of Eligibility
         Service for each Eligibility Computation Period in which the Employee
         completes at least one thousand (1000) Hours of Service.

                  (c)  For purposes of computing Years of Eligibility Service,
         an Employee's service shall also include service credited under
         Sections 4.6 and 4.7.

         4.2      Vesting Service.

                  (a)  For Plan Years ending prior to January 1, 1999, a Year of
         Vesting Service shall be measured on an employment year, which is the
         twelve (12) month period starting on the date the Employee first
         performs an Hour of Service for the Employer, or an anniversary of such
         date. For Plan Years commencing on or after January 1, 1999, a Year of
         Vesting Service shall be measured on a Plan Year (Vesting Computation
         Period).

                  (b)  Subject to the provisions of Section 4.5(d), an Employee
         shall be credited with a Year of Vesting Service for each Plan Year in
         which the Employee completes at least one thousand (1000) Hours of
         Service.

                  (c)  For purposes of computing Years of Vesting Service, an
         Employee's service shall include service credited under Section 4.6. In
         the case of an Employee who was enrolled in and met the eligibility and
         disability requirements of the CenturyTel, Inc. Long-Term Disability
         Plan (the "LTD Plan") and who has not retired and become eligible for a
         disability benefit under this Plan, service shall also include the
         period of time (i) commencing with the beginning of the disability
         covered by the LTD Plan and (ii) ending when eligibility for benefits
         under the LTD Plan ceases.

         4.3      Credited Service.

                  (a)  For Plan Years ending prior to January 1, 1999, a Year of
         Credited Service shall be measured on an employment year, which is the
         twelve (12) month period starting on the date the Participant first
         performs an Hour of Service for the Employer, or an anniversary of such
         date. For Plan Years commencing on or after January1, 1999, service for
         purposes of determining an Employee's Years of Credited Service shall
         be measured on a Plan Year (Benefit Computation Period).

                  (b)  Subject to the provisions of Section 4.5(a), below, an
         Employee shall be credited with a full Year of Credited Service for any
         Plan Year in which he has been credited, for service with the Employer,
         with at least one thousand (1000) Hours of Service.

                  (c)  In the case of an Employee who was eligible to the
         participate in the Plan and who was enrolled in and met the eligibility
         and disability requirements of the CenturyTel, Inc. Long-Term
         Disability Plan (the "LTD Plan"), who has not retired and become
         eligible for a disability benefit under this Plan, and who has
         completed ten (10) Years of Service, service for purposes of
         determining an Employee's Years of Credited Service shall also include
         the period of time (i) commencing with the beginning of the disability
         covered by the LTD Plan and (ii) ending when eligibility for benefits
         under the LTD Plan ceases, with his rate of compensation immediately
         prior to his Disability being deemed to continue during such period for
         the purpose of computing Final Average Compensation.

                  (d)  Subject to the provisions of Section 4.6, service of
         Employees of CenturyTel, Inc., any adopting Affiliate, and any Adopting
         Entity (other than former employees of Pacific Telecom, Inc. who became
         employees of CenturyTel, Inc. or an Affiliate thereof as of the date of
         acquisition of Pacific Telecom, Inc. by CenturyTel, Inc, or an
         Affiliate thereof) shall begin to be counted for purposes for computing
         Years of Credited Service effective January 1, 1999. Such Employees
         shall not be credited with Years of Credited Service for years
         beginning before January 1, 1999.

                  (e)  Notwithstanding the foregoing provisions of this Section
         4.3, Credited Service shall not include any period of an individual's
         employment during which the individual is not classified by the
         Company, an Affiliate or an Adopting Entity as a common-law employee of
         the Company, an Affiliate, or an Adopting Entity regardless of any
         subsequent reclassification of such individual as a "common-law"
         employee of the Company, an Affiliate or an Adopting Entity by the
         Company, an Affiliate, an Adopting Entity, any governmental agency, or
         any court.

         4.4      Reemployment after Break in Service.

                  (a)  When an Employee who has a vested interest in his or her
         benefit under Section 5.6(b) incurs a Break in Service, and thereafter
         is reemployed by the Employer and the number of Years of Service before
         the Break in Service is greater than the number of consecutive Breaks
         in Service, then the break in the Employee's employment shall be
         bridged, and there shall be added to the service that has accumulated
         since his reemployment the aggregate of all previous periods of service
         that the Employee had prior to the break, provided that the Employee
         had at least one (1) Year of Service preceding the Break in Service.

                  (b)  Upon retirement or separation from service following the
         bridging of a Break in Service hereunder, the Employee's benefits under
         this Plan shall be based on his Final Average Compensation and Years of
         Credited Service both before and after the Break in Service.

                  (c)  Notwithstanding the foregoing, if the application of the
         bridging of service provisions contained in this Section 4.4 would
         result in a lower or reduced benefit for a Participant, then the
         provisions of this Section 4.4 shall not apply to such Participant.

         4.5      Transition Rules and Short and Overlapping Computation Periods

                  (a)  For each Computation Period commencing prior to 1999, if
         a Participant was credited in a Plan Year with less than 2080 of Hours
         of Service, the Participant will be credited for such Computation
         Period with a fraction of a Year of Credited Service (not in excess of
         one (1)), where the numerator of the fraction is the number of Hours of
         Service credited to the Participant during such Computation Period and
         the denominator is 2080. For Plan Years commencing in 1999 and
         thereafter, a Participant shall be credited with one (1) full Year of
         Credited Service if the Participant completes one thousand (1000) Hours
         of Service during such Plan Year. For the 1998 Plan Year, each
         Participant's Year of Credited Service shall be determined pursuant to
         (c)(iii) below.

                  (b)  If the compensation (if any) used to determine a
         Participant's accrued benefit under any benefit formula in the Plan is
         so defined as to cause application of the preceding subsection (a)
         otherwise to violate the prohibition against double proration in 29
         C.F.R. ss.2530.204-2(d), then the Participant's compensation under such
         definition for any Plan Year during which the Participant is credited
         with less than 2080 of Hours of Service in the Plan Year shall be
         adjusted by multiplying the Participant's compensation under such
         definition for the Plan Year by a fraction, the numerator of which is
         2080 Hours of Service, and the denominator of which is the number of
         Hours of Service credited to the Participant during such Plan Year.

                  (c)  For any short and/or overlapping computation period
         for vesting, break in service or benefit accrual purposes which arose
         due to the changes in the Computation Periods for Years of Vesting
         Service and Years of Credited Service, commencing on or after
         January 1, 1999, the following rules shall apply:

                       (i)    For vesting purposes, a Participant who is
                       credited with 1000 Hours of Service in both the
                       Computation Period commencing in 1998 and the overlapping
                       Computation Period commencing January 1, 1999 shall
                       be credited with two (2) Years of Service for vesting
                       purposes.

                       (ii)   For Break in Service purposes, an Employee who has
                       terminated employment will have a One-Year Break in
                       Service for each of the Computation Periods
                       commencing in 1998 and commencing on January 1, 1999
                       if the Employee has not more than 500 Hours of
                       Service in such Computation Periods, respectively.

                       (iii)  For benefit accrual purposes, a Participant shall
                       be  credited with a pro-rated portion of a Year of
                       Credited Service for the Computation Period
                       commencing in 1998 if the Participant completes a
                       pro-rated portion of 1000 Hours of Service by
                       December 31, 1998. The pro-rated portion of the
                       1000-hour requirement shall be determined by
                       multiplying the number of calendar days between the
                       participant's employment anniversary date and
                       December 31, 1998 times 2.7.

         4.6      Special Rules for Service Under Prior Plan. An Eligible
Employee shall be credited with service for all purposes under this Plan,
including eligibility, participation, vesting and benefit accrual, for service
credited under the terms of the Prior Plan. Notwithstanding the preceding
sentence, this Section 4.6 shall not be applied in a manner which, in
conjunction with the service crediting rules above, would result in an Employee
being credited with more than one Year of Service in any Plan Year, and in such
event, the Employee's service credit will be limited to one (1) year of service.
An Employee will receive service credit under this Section 4.6 only if the
Employee is a participant in this Plan upon his initial hire by the Employer,
and only if this Plan receives a transfer of benefit liabilities and assets with
respect to such Employee from the Prior Plan.

         4.7      Transfers between Company, Affiliates and Adopting Entities

                  (a)  Transfer of employment between the Company, an
         adopting Affiliate, or an Adopting Entity shall not be considered a
         termination of employment.

                  (b)  Service for an Affiliate or Adopting Entity shall
         only be counted after the date of affiliation, or such earlier date
         fixed by the Company in a statement of adoption.

                  (c)  Years of Eligibility Service and Years of Vesting
         Service shall be counted for service with the Company, any Affiliate,
         and any Adopting Entity. Except as provided in (d) below, Years of
         Credited Service shall be counted for service with an Employer, and a
         nonadopting Affiliate only if the obligation to pay benefits based on
         service with such Affiliate is assumed from a plan maintained by the
         Affiliate, as evidenced by a statement of assumption signed by the
         Company, provided to the Committee and communicated to Employees.

                  (d)  Years of Credited Service shall be counted for
         service with CenturyTel, Inc. or any Affiliate beginning as of January
         1, 1999, and service with CenturyTel, Inc. or any adopting Affiliate
         prior to January 1, 1999, shall not be counted under this Plan for
         purposes of determining Years of Credited Service.

                  (e)  An Employee's Year of Credited Service for the
         year in which the Employee transfers to or from employment with an
         Employer shall be determined as follows:

                       (i)    The total number of days worked by the
                       Employee for an Employer during a Plan Year
                       shall be divided by 365.

                       (ii)   The total number of hours worked by the
                       Employee for the Company, any Affiliate and
                       any Adopting Entity for the Plan Year shall
                       be determined and shall be utilized to
                       determine if the Employee would have been
                       entitled to be credited with a Year of
                       Credited Service under Section 4.3 if the
                       Employee had worked for an Employer during
                       the entire Plan Year.

                       (iii)  The result of the determination under (ii)
                       above, shall be multiplied by the
                       fraction resulting from the computation
                       under (i) above, and the result shall be the
                       fractional Year of Credited Service, if any,
                       credited to the Employee under this Plan for
                       such Plan Year.



                                    ARTICLE V
                    BENEFITS ON RETIREMENT, DEATH, DISABILITY
                          AND TERMINATION OF EMPLOYMENT

         5.1      Normal Retirement. An Employee who attains Normal Retirement
Age shall have the right to retire with a fully vested and nonforfeitable basic
benefit computed in accordance with Section 6.1, subject to the limitations
contained in Section 5.7, commencing as of the first day of the month coinciding
with or immediately following his retirement.

         5.2      Early Retirement.

                  (a)  An Employee who has attained age fifty-five (55) and
         completed five (5) Years of Credited Service may retire before
         attaining Normal Retirement Age and shall be entitled to a benefit
         hereunder.

                  (b)  The benefit provided on Early Retirement under this
         Section 5.2 shall be a fully vested and nonforfeitable benefit computed
         in accordance with Section 6.2, subject to the limitations contained in
         Section 5.7.

         5.3      Deferred Retirement. An Employee who continues to work for the
Employer after his Normal Retirement Age shall be entitled to a deferred
retirement benefit, computed in accordance with Section 6.3, subject to the
limitations contained in Section 5.7.

         5.4       Disability Retirement. An Employee shall be entitled to a
disability retirement benefit if he becomes Disabled. An Employee's disability
retirement benefit will be computed in accordance with Section 6.4, and will
commence as of the first day of the month coinciding with or following the
Employee's Normal Retirement Age; provided, however, that an Employee may elect
an early commencement of his disability retirement benefit pursuant to Section
7.11.

         5.5      Spouse's Benefit. A Spouse of a Participant shall be entitled
to a benefit computed in accordance with Section 6.5 if the Participant dies
before the Annuity Starting Date and if the requirements of (a) or (b), below,
are met, and the requirement of (c), below, is met.

                  (a)  the Participant was employed by the Employer on his date
         of death and had earned a nonforfeitable right to benefits hereunder.

                  (b)  (i)    the Participant had terminated employment with the
         Employer after attaining Normal Retirement Age or becoming eligible for
         an early retirement benefit under Section 5.2 or a disability
         retirement benefit under Section 5.4; or

                       (ii)   the Participant had terminated employment with
         the Employer after earning a nonforfeitable right to benefits hereunder
         but prior to attaining Normal Retirement Age or becoming eligible for
         an early or disability retirement benefit hereunder.

                  (c)   the Participant was legally married to the surviving
         spouse at death and was so married for the year preceding death.

         The spouse of a Participant who has a Platteville employee contribution
account under the Plan shall be entitled to a benefit determined under Section
6.5(d) upon the death of the Participant.

         No Spouse's benefit shall be payable to the Spouse of a Participant who
dies before the Annuity Starting Date without having met the requirements of
this Section 5.5. Except as otherwise provided in the Plan, whether a
Participant has earned a nonforfeitable right to a benefit shall be determined
in accordance with Section 5.6(b).

         5.6      Benefit on Termination of Employment.

                  (a)  A Participant who terminates employment prior to becoming
         eligible for a normal, early or disability retirement benefit
         hereunder, and prior to his death, shall be entitled to a benefit
         computed in accordance with Section 6.6, subject to the vesting
         schedule contained in subparagraph (b) below, and the limitations
         contained in Section 5.7.

                  (b)  Participants shall earn a nonforfeitable interest in
         their benefits under this Plan according to the following schedule:

                  YEARS OF VESTING SERVICE            VESTING PERCENTAGE

                  less than five (5)                          0%
                  five (5) or more                          100%

         Notwithstanding the foregoing schedule, a Participant's right to
         benefits under this Plan shall be fully vested and nonforfeitable upon
         attainment of Normal Retirement Age, upon meeting the requirements for
         an early retirement benefit under Section 5.2, and upon meeting the
         requirements for a disability benefit under Section 5.4.

                  (c)   Notwithstanding the vesting schedule in (b), above, a
         Participant's Accrued Benefit shall fully vest and become
         nonforfeitable automatically upon the occurrence of any of the
         following events, each of which shall be referred to herein as a
         "Change of Control":

                       (i)    the acquisition by any person of beneficial
         ownership of 30% or more of the outstanding shares of the Company's
         common stock, $1.00 par value per share (the "Common Stock"), or 30%
         or more of the combined voting power of the Company's then outstanding
         securities entitled to vote generally in the election of directors;
         provided, however, that for purposes of this subsection (i), the
         following acquisitions shall not constitute a Change of Control:

                              (A)   any acquisition (other than a Business
                       Combination (as defined below) which constitutes a
                       Change of Control under Section 5.6(c)(iii)) of
                       Common Stock directly from the Company,

                              (B)   any acquisition of Common Stock by the
                       Company or its subsidiaries,

                              (C)   any acquisition of Common Stock by any
                       employee benefit plan (or related trust) sponsored or
                       maintained by the Company or any corporation
                       controlled by the Company, or

                              (D)   any acquisition of Common Stock by any
                       corporation pursuant to a Business Combination that
                       does not constitute a change of control under Section
                       5.6(c)(iii); or

                       (ii)   individuals who, as of January 1, 2000,
         constitute the Board of Directors of the Company (the "Incumbent
         Board") cease for any reason to constitute at least a majority of
         the Board of Directors, provided, however, that any individual
         becoming a director subsequent to such date whose election, or
         nomination for election by the Company's shareholders, was
         approved by a vote of at least two-thirds of the directors then
         comprising the Incumbent Board shall be considered a member of
         the Incumbent Board, unless such individual's initial assumption
         of office occurs as a result of an actual or threatened election
         contest with respect to the election or removal of directors or
         other actual or threatened solicitation of proxies or consents by
         or on behalf of a person other than the Incumbent Board; or

                       (iii)  consumption of a reorganization, share exchange,
         merger or consolidation (including any such transaction involving any
         direct or indirect subsidiary of the Company), or sale or other
         disposition of all or substantially all of the assets of the
         Company (a "Business Combination"); provided, however, that in no
         such case shall any transaction constitute a Change of Control if
         immediately following such Business Combination:

                              (A)  the individuals and entities who were
                       the beneficial owners of the Company's outstanding
                       Common Stock and the Company's voting securities
                       entitled to vote generally in the election of
                       directors immediately prior to such Business
                       Combination have direct or indirect beneficial
                       ownership, respectively, of more than 50% of the then
                       outstanding shares of common stock, and more than 50%
                       of the combined voting power of the then outstanding
                       voting securities entitled to vote generally in the
                       election of directors of the surviving or successor
                       corporation, or, if applicable, the ultimate parent
                       company thereof (the "Post-Transaction Corporation"),
                       and

                              (B)  except to the extent that such ownership
                       existed prior to the Business Combination, no person
                       (excluding the Post-Transaction Corporation and any
                       employee benefit plan or related trust of either the
                       Company, the Post-Transaction Corporation or any
                       subsidiary of either corporation) beneficially owns,
                       directly or indirectly, 20% or more of the then
                       outstanding shares of common stock of the corporation
                       resulting from such Business Combination or 20% or
                       more of the combined voting power of the then
                       outstanding voting securities of such corporation;
                       and

                              (C)   at least a majority of the members of
                       the board of directors of the Post-Transaction
                       Corporation were members of the Incumbent Board at
                       the time of the execution of the initial agreement,
                       or of the action of the Board of Directors, providing
                       for such Business Combination; or

                  (d)  approval by the shareholders of the Company of a
         complete liquidation or dissolution of the Company.

         For purposes of this Section 5.6(c), the term "person" shall
         mean a natural person or entity, and shall also mean the group
         or syndicate created when two or more persons act as a
         syndicate or other group (including, without limitation, a
         partnership or limited partnership) for the purpose of
         acquiring, holding, or disposing of a security, except that
         "person" shall not include an underwriter temporarily holding
         a security pursuant to an offering of the security.

         5.7      Limitations on Pensions.

                  (a)  In addition to any other limits set forth in the Plan,
         and notwithstanding any other provision of the Plan, in no event shall
         the annual amount of any retirement  benefit payable with respect to a
         Participant  under the Plan exceed the maximum annual amount permitted
         by Section  415 of the Code for a  retirement  benefit  payable in the
         form  and  commencing  at the age  provided  for with  respect  to the
         Participant. The determination in the preceding sentence shall be made
         after taking into account the retirement benefits payable with respect
         to the  Participant  under all other defined benefit plans required to
         be aggregated  with this Plan under Section  415(f)(1)(A) of the Code,
         and after taking into account the annual additions with respect to the
         Participant  under  all  defined  contribution  plans  required  to be
         aggregated under Section 415(f)(1)(B) of the Code.

                  (b)  If the limits imposed by subsection (a), above, with
         respect to a Participant would otherwise be exceeded, the retirement
         benefits and annual additions with respect to the Participant under the
         plans described in subsection (a), above, shall be reduced until those
         limits are satisfied. For purposes of applying the preceding sentence,
         the retirement benefits payable with respect to the Participant under
         the defined benefit plans described in subsection (a), above, shall be
         reduced before the annual additions with respect to the Participant are
         reduced under the defined contribution plans described in subsection
         (a), above. Among plans of the same type (defined benefit or defined
         contribution), reductions shall be made in reverse chronological order,
         that is, on a plan-by-plan basis, beginning with the plan under which
         the Participant most recently accrued a benefit or was allocated an
         annual addition, and ending with the plan under which the Participant
         least recently accrued a benefit or was allocated an annual addition.

                  (c)  The limits imposed by subsection (a), above, shall be
         applied on the basis of:

                       (i)    before January 1, 2000, an interest rate
                  assumption of five percent (5%) per annum, compounded
                  annually, and on and after January 1, 2000, in accordance with
                  Section 415(b)(2)(E) of the Code,, as amended by Section 767
                  of the Uruguay Round Agreements Act (as subsequently amended
                  by Section 1449 of the Small Business Job Protection Act of
                  1996),

                       (ii)   the definition of compensation in Treas. Reg. ss.
                  1.415-2(d)(11)(i),

                       (iii)  any cost-of-living increase that the Plan is
                  permitted to take into account under Section  415(d)
                  of the Code,

                       (iv)   any applicable transition rule prescribed in
                  Section 1106(i) of the Tax Reform Act of 1986, and

                       (v)    any other applicable transition rule that
                  preserves a Participant's accrued benefit under the Plan as of
                  the effective date of the enactment or amendment of Section
                  415 of the Code.

                  (d)  Notwithstanding the foregoing, the application of this
         Section 5.7 shall not cause a Participant's accrued benefit (including
         any optional benefit) determined under the provisions of the Plan to be
         less than the greater of:

                       (i)    the Participant's accrued benefit based on all
                  service credited under the Plan taking into account the
                  limitations of Section 415 of the Code in effect as of the
                  date of the determination; or

                       (ii)   the sum of

                              (A)  the Participant's accrued benefit under
                       the terms of the Prior Plans in effect as of December
                       31, 1999, taking into account the limitations of
                       Section 415 of the Code in effect as of December 7,
                       1994, and

                              (B)  the Participant's accrued benefit based
                       solely on service after December 31, 1999, taking
                       into account the limitations of Section 415 of the
                       Code in effect as of the date of the determination.

                  (e)  This Section 5.7 is intended to satisfy the requirements
         imposed by Section 415 of the Code and shall be construed in a manner
         that will effectuate this intent. This Section 5.7 shall not be
         construed in a manner that would impose limitations that are more
         stringent than those required by Section 415 of the Code.


                                   ARTICLE VI
                         COMPUTATION OF BENEFIT AMOUNTS

         6.1      Normal Retirement Benefit.

                  (a)  Except as provided in Section 6.1(b) and subject to the
limitations contained in Section 5.7, the basic benefit on normal retirement for
a person retiring on or after January 1, 1990 is a monthly pension for the life
of the Participant equal to the sum of:

                       (i)    Years of Credited Service (YCS) as of
                  December 31, 1998, up to a maximum of thirty (30),
                  times the sum of 1.3 percent of Final Average Pay
                  (FAP) plus .65 percent of Final Average Pay in excess
                  of Social Security Covered Compensation (SSCC) as
                  follows:

                  YCS (up to 30) X ((1.3%X FAP) + (.65 X (FAP - SSCC))), and

                       (ii)   Years of Credited Service (YCS) accrued
                  after December 31, 1998, up to a maximum of thirty
                  (30), taking into account Years of Credited Service
                  under clause (i), above, first in determining the
                  thirty (30) year maximum, times the sum of 0.50
                  percent of Final Average Pay plus 0.50 percent of
                  Final Average Pay in excess of Social Security
                  Covered Compensation (SSCC) as follows:

                  YCS (up to 30, taking into account benefit
                  years under (i), above, first) X ((0.50% X
                  FAP) + (FAP - SSCC))).

                  (b)  For Participants covered by a collective bargaining
agreement which provides for participation in this Plan, and subject to the
limitations contained in Section 5.7, the basic benefit on normal retirement for
a person retiring on or after January 1, 1990 is a monthly pension for the life
of the Participant equal to the number of Years of Credited Service (YCS), up to
a maximum of thirty (30), times the sum of 1.3 percent of Final Average Pay
(FAP) plus .65 percent of Final Average Pay in excess of Social Security Covered
Compensation (SSCC) as follows:

                  YCS (up to 30) X ((1.3% X FAP + (.65% X (FAP - SSCC))).

                  (c)  Notwithstanding the provisions of (a) and (b), above,
the benefit of former employees of Pacific Telecom, Inc. who were on long-term
disability under the Pacific Telecom, Inc. Long-Term Disability Plan as of
December 31,1998 shall, subject to the limitations contained in Section 5.7, be
computed in accordance with the benefit formula contained in Section 6.1(b),
above.

                  (d)  If a Participant either becomes covered by a
collective bargaining agreement which provides for participation in this Plan or
ceases to be so covered, the Participant's basic benefit shall be determined by
applying Section 6.1(a) above to the time period during which the Participant is
not covered by a collective bargaining agreement which provides for
participation in this Plan, and Section 6.1(b) above shall apply to the time
period during which the Participant is so covered. In the event a Participant's
basic benefit is determined under both Section 6.1(a) and (b) for periods within
a single Plan Year, the Participant shall not be given duplicate credit under
both Section 6.1(a) and 6.1(b), but each period shall be counted only once in
determining the Participant's basic benefit.

                  (e)  (i)    The benefits for certain employees of certain
                       Affiliates and Adopting Entities, and benefits
                       attributable to transfers of assets from other plans
                       to this Plan are determined in accordance with
                       Exhibit "A".

                       (ii)   The entities reflected on Exhibit "A" as of the
                       date of execution of this Amended and Restated Plan
                       are as follows:

                  Alascom,  Inc./RCA (including Telephone Utilities of Alaska,
                   Greatland Telephone Company, Sitka Telephone Company and
                   PACOM, Inc.)
                  Inter-Island Telephone Co.
                  Telephone Utilities International
                  Cencom, Inc., Cencom of Wisconsin, Inc. and
                   Weyauwega Telephone Co.
                  National Gateway Telecom
                  Pacific Corp Trans, Inc.
                  Contel (Glacier State Telephone Company)
                  Upsouth Peninsula
                  Telecommunications, Inc.
                  Telephone Utilities of Wyoming, Inc.
                  Turtle Lake Telephone Company
                  Postville Telephone Company
                  Tharp Telephone Company
                  PACCOM Leasing
                  Northland Telephone Company
                  Wayside Telephone Company
                  Shell Lake Telephone Company
                  North-West Telecommunications/Platteville
                  Pacific Telecom Service Company
                  Casco Telephone Company
                  Ameritech
                  CSW NET
                  CenturyTel of Upper Michigan, Inc.


         6.2      Early Retirement Benefit.

         On early retirement, the basic benefit shall be the normal retirement
benefit under Section 6.1 reduced as follows. The amount of basic benefit
attributable to the appropriate percentage of Final Average Pay determined under
Section 6.1(a) or 6.1(b) (the Base Benefit) and the amount attributable to the
appropriate percentage of Final Average Pay in excess of Social Security Covered
Compensation determined under Section 6.1(a) or 6.1(b) (the Excess Benefit)
shall be adjusted to the Annuity Starting Date by the percentages prescribed in
the following table, interpolating between ages through the last full month.


    Age at Benefit             Base Benefit                 Excess Benefit
    Starting Date              Percentage                   Percentage

         64                         100%                          92%
         63                         100%                          84%
         62                         100%                          76%
         61                          95%                          72%
         60                          90%                          68%
         59                          84%                          64%
         58                          78%                          60%
         57                          72%                          56%
         56                          66%                          52%
         55                          60%                          48%


         6.3      Deferred Retirement Benefit.

                  (a)  On deferred retirement, the basic benefit shall be that
for normal retirement based on Years of Credited Service and Final Average Pay
at actual retirement.

                  (b)  A Participant who works past the month in which normal
retirement benefits would have begun shall be notified in writing during that
month that benefits will not be started, except for payments under Section 7.10.
The notification shall contain the information required by applicable law and
regulations on suspension of benefits.

                  (c)  If benefits start under Section 7.10 to a Participant
during employment the following shall apply:

                       (i)    The starting date under Section 7.10 shall be the
                  Annuity Starting Date.

                       (ii)   All provisions with respect to the time, form
                  and amount of benefit shall apply as of the Annuity
                  Starting Date. The form of benefit determined as of
                  that date shall be final and shall not be reopened at
                  later termination of employment. The amount of
                  benefit for service to the Annuity Starting Date
                  shall not be changed by later changes in Final
                  Average Pay.

                       (iii)  Additional accruals shall be calculated at each
                  calendar year-end after the Annuity Starting Date as
                  follows:

                              (A)  The additional benefit shall be
                       based on additional service and on Final Average
                       Pay as of the year-end.

                              (B)  Added benefits shall be in the form
                       determined under (ii) above.

                              (C)  In the year in which the Employee
                       terminates employment the date of termination shall
                       be substituted for year-end.

                       (iv)   The preretirement death benefit for a spouse
                  under Section 5.5 will not apply if the Participant
                  dies after the Annuity Starting Date.

         6.4      Disability Retirement Benefit. The annual benefit amount
payable to a disabled Participant shall be computed in the same manner as the
basic benefit under Section 6.1, determined on the basis of Years of Credited
Service and Final Average Pay at retirement and Social Security Covered
Compensation at Disability.

         6.5      Spouse's Benefit. The benefit payable to a Spouse who
qualifies for a Spouse's benefit under Section 5.5 shall be determined as
follows:

                  (a)  If at death the Participant is age fifty-five
(55) or over, or actively employed by the Employer with thirty (30) or more
Years of Service, the benefit of the Spouse shall be the amount payable to the
Spouse as beneficiary under the survivor annuity portion of the Qualified Joint
and Survivor Annuity with respect to the Participant, determined as though the
Participant had retired on the first day of the month in which death occurs. On
the death of a Participant with thirty (30) or more Years of Service before age
fifty-five (55), the Participant shall be assumed to be age fifty-five (55) for
purposes of this subparagraph (a).

                  (b)  If the Participant does not meet the requirements
of (a), above, at death, the benefit of the Spouse shall be the amount payable
to the Spouse as beneficiary under the survivor annuity portion of the Qualified
Joint and Survivor Annuity with respect to the Participant, determined as though
the Participant had separated from service on the date of death, if not already
separated, and had survived until age fifty-five (55).

                  (c)   Notwithstanding the foregoing, if at the time of
death the Actuarial Value of the Participant's Accrued Benefit is such that the
provisions of Section 7.9 would have applied to require a lump sum payment of
such Participant's Accrued Benefit if the Participant had terminated employment
on the date or his or her death, the Spouse shall be paid the amount of the lump
sum payment as determined under Section 7.9.

                  (d)  In addition to any benefit to which a Spouse may
be entitled under this Plan, a Spouse of a Participant who has a Platteville
employee contribution account under the Plan shall be entitled to a benefit upon
the death of the Participant equal to the value of such account.

         6.6      Benefits for Terminated Vested Employees.

                  (a)  The benefit amount payable on or after Normal Retirement
Age to a Participant who terminates employment prior to death, disability or
meeting the requirements for Early Retirement under Section 5.2, and with a
nonforfeitable interest (in whole or in part) in his accrued benefit hereunder
shall be computed in accordance with Section 6.1, based on Years of Credited
Service, Final Average Pay and Social Security Covered Compensation at
termination of employment.

                  (b)  If a terminated vested Participant elects early
commencement of benefits under Section 7.1(f), the benefit payable on such an
early commencement of benefits shall be the Accrued Benefit, reduced to the
Annuity Starting Date under the following table, interpolating between ages
through the last full month.

         Age at Annuity                               Benefit
         Starting Date                               Percentage
                64                                       88%
                63                                       78%
                62                                       68%
                61                                       61%
                60                                       54%
                59                                       48%
                58                                       43%
                57                                       38%
                56                                       34%
                55                                       30%

         6.7      Reduction for Other Benefits.

                  (a)  If an Employee becomes entitled to workers' compensation
benefits for disability, the normal retirement basic benefit shall be reduced as
follows:

                       (i)    Each monthly benefit shall be reduced by the
                  amount of any workers' compensation installment payment for
                  that month.

                       (ii)   The total benefit shall be reduced actuarially
                  by the portion of any lump sum workers' compensation award
                  that is actuarially attributable to years after normal
                  retirement date.

                  (b)  If an Employee becomes entitled to benefits under any
other defined benefit pension maintained by an Employer, based on service
counted for purposes of determining Years of Credited Service under this Plan,
the Employee's benefit under this Plan shall be reduced by the Actuarial
Equivalent of the Employee's benefit based on such service under the other Plan.

         6.8      Cost of Living Adjustment

                  (a)  The amount currently payable to each Participant who has
no Hours of Service after December 31, 1987, or to the Spouse or other
beneficiary of such a Participant, shall be adjusted by the amount under (b),
below, as follows:

                       (i)    The adjustment shall be made each January 1
                  beginning with the first January that is at least twelve (12)
                  months after benefits payments commence.

                       (ii)   The adjustment shall be made to the benefit
                  actually being paid after conversion to an optional form.

                  (b)  The adjustment under (a) shall be the lesser of:

                       (i)    The percentage increase in the U.S. Consumer
                  Price Index (all items) during the twelve (12) months ending
                  with the September index preceding the adjustment date, and

                       (ii)   Two (2) Percent.

                  (c)  If the Consumer Price Index decreases during the period
described in (b)(i), no downward adjustment in retirement benefits shall be
made. Any such decrease shall offset any subsequent increases.

                  (d)  The benefit of a Participant who has Hours of Service
after December 31, 1987 shall not be adjusted as provided above. The amount of
the benefit shall be at least as much as the actuarial equivalent of the
Participant's accrued benefit under the Prior Plan as of December 31, 1987,
including the value of potential cost-of-living adjustments.




<PAGE>


                                   ARTICLE VII
                       TIMING AND FORM OF BENEFIT PAYMENTS

         7.1      Commencement of Benefits. Subject to the provisions of
Sections 7.9 and 7.10, benefits to a Participant (or Spouse under Sections 5.5
and 6.5) shall commence as of the following dates:

                  (a)  For normal retirement benefits under Section 5.1 and
6.1, as of the last day of the month in which the Participant's Normal
Retirement Date occurs, unless the Participant elects deferred retirement.

                  (b)  For early retirement benefits under Section 5.2 and
6.2, benefits shall commence as of the last day of the month after the
Participant attains Normal Retirement Age, unless the Participant elects to
commence benefits as of the first day of any month coincident with or following
the date of early retirement, in which event benefits shall commence as of the
last day of such month.

                  (c)  For deferred retirement benefits under Sections 5.3
and 6.3, benefits shall commence as of the last day of the month following the
first day of the month coinciding with or following the date on which the
Participant actually retires and elects to commence receiving benefits.

                  (d)  For disability benefits under Sections 5.4 and 6.4,
benefits shall commence as of the Participant's Normal Retirement Age, provided
that, if otherwise eligible for early retirement, the Participant may elect for
benefits to commence on or after the Participant's meeting the requirements for
early retirement. If the Participant notifies the Committee in writing that
disability benefits under this Plan would reduce any other disability benefit,
the Committee shall defer payment until the other benefit stops.

                  (e)  For benefits of a Spouse under Section 5.5 and 6.5,
benefits under Section 6.5(a) shall commence as of the last day of the month
following the first day of the month coinciding with or following the date of
death of the Participant, benefits under Section 6.5(b) shall commence on the
last day of the month following the first day of the month coinciding with or
following the later of the date of death of the Participant or the date on which
the Participant would have attained age fifty-five (55), and benefits for a
Spouse under Section 6.5(d) shall be paid as soon as administratively feasible
following the date of death of the Participant.

                  (f)  For benefits of a terminated vested Participant under
Sections 5.6 and 6.6, benefits shall normally commence as of the last day of the
month after the Participant reaches Normal Retirement Age, provided that a
Participant may elect to commence receiving benefits as of the last day of any
month after the first day of the month coinciding with or following the date the
Participant attains age fifty-five (55). In such event, benefits shall be
reduced as provided in Section 6.6(b).


         7.2      Normal Form.  Unless a Participant elects another form
of payment in accordance with Section 7.3,

                  (a)   a Participant who is married as of the commencement date
of his benefits shall receive benefits in the form of a Qualified Joint
and Survivor Annuity.

                  (b)  a Participant who is not married on the commencement date
of his benefits shall receive his benefits in the form of a Single Life Annuity.

         7.3      Waiver of Normal Form.

                  (a)  a Participant may elect, subject to the provisions of
this Section 7.3 and during the applicable election period, to waive the Normal
Form of benefit and to receive his benefits in an optional form provided in
Section 7.7 pursuant to the following terms and conditions:

                       (i)    a married Participant may elect to waive the
                  Qualified Joint and Survivor Annuity provided in Section
                  7.2(a) above in favor of an Alternative Joint and Survivor
                  Annuity, a Single Life Annuity, or any other optional form of
                  benefit provided in Section 7.7.

                       (ii)   an unmarried Participant may elect to waive the
                  Single Life Annuity provided under Section 7.2(b) above in
                  favor of any optional form of benefit provided in Section 7.7.

                       (iii)  any election hereunder of an alternative form
                  of benefit must specify such form, and any election of an
                  alternative form of joint and survivor annuity must be
                  accompanied by proof of the age of the designated beneficiary
                  satisfactory to the Committee.

                       (iv)   a married Participant shall not be entitled to
                  waive the Spouse's benefit provided in Section 5.5.

                  (b)  Any election under this Section 7.3 may be revoked,
either automatically in the circumstances described in Section 7.6, below, or by
filing a written revocation with the Committee in a form and in a manner
acceptable to the Committee. After any such revocation, a new election under
Section 7.6(a) above may be made at any time before the commencement of benefits
to the Participant (or during such other period permitted or required by law).
However, except as provided in Section 7.12(b) or as the Committee may otherwise
provide on the basis of uniform and nondiscriminatory rules, any election under
Section 7.3(a) shall be irrevocable after benefits have commenced to the
Participant.

         7.4      Timing of Election and Spousal Consent. An election or
revocation of an election under Sections 7.2 and 7.3 shall be subject to the
following terms and conditions:

                  (a)  Any election or revocation of a form of benefit shall be
made within the ninety (90) day period ending on the date of commencement of
benefits to the Participant (or during such other period permitted or required
by law), and shall be made by giving written notice in such form and manner as
may be required by the Committee.

                  (b)  The election by a married Participant of any form of
benefit other than a Qualified Joint and Survivor Annuity shall be ineffective
unless the Spouse consents in writing to the election, the election designates a
specific alternate beneficiary, including any class of beneficiaries or any
contingent beneficiaries, and/or a form of benefit payment, which may not be
changed without Spousal consent (or the Spouse expressly permits designations by
the Participant without any further Spousal consent), the consent of the Spouse
acknowledges the effect of the election, and the consent of the Spouse is
witnessed by a notary public or plan representative. The consent of the Spouse
must acknowledge the effect of the election of the form of benefit that the
Participant has made, as well as the effect of the designation of any
beneficiary or beneficiaries other than the Spouse which a Participant has made.
The consent of the Spouse shall be irrevocable unless the Participant and the
Spouse agree to a revocation.

                  (c)  Spousal consent as provided in (b), above, shall not be
required if the Committee determines that the consent cannot be obtained because
there is no Spouse, the Spouse cannot be located, or in any other circumstance
specified by any written guidance issued by the Internal Revenue Service.

                  (d)  The consent of a Spouse pursuant to (b), above, shall be
effective only with respect to that Spouse. Also, any establishment that the
consent of a Spouse cannot be obtained under (c), above, shall be effective only
with respect to that Spouse. A consent that permits designations by the
Participant without any requirements of further consent by the Spouse must
acknowledge that the Spouse has the right to limit consent to a specific
beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights.

                  (e)  Any consent by a Spouse pursuant to (b), above, shall be
effective only as long as the Participant makes no change in the designated
beneficiary or class of beneficiaries.

         7.5      Notice Requirements. Not less than thirty (30) days nor more
than ninety (90) days before the date of commencement of benefits to a
Participant (or during such other period permitted or required by law), the
Committee shall provide to each Participant a written explanation of:

                  (a)  The material features and relative financial values of
the alternative forms of benefits to which the Participant is entitled, or which
the Participant could elect to receive, under the Plan;

                  (b)  In the case of a married Participant, his right to elect
to waive the Normal Form of benefit provided in Section 7.2(a) above, the effect
of such an election, and the requirements (including any spousal consent
requirements) applicable to his election;

                  (c)  In the case of an unmarried Participant, his right to
elect or receive, and the effect of such an election, any other form of benefit
as an alternative benefit to the normal form of benefit specified in Section
7.2(b) above;

                  (d)  In the case of a Participant who is entitled to elect
 commencement of a form of payment before attaining Normal Retirement Age, his
right not to elect such early commencement; and

                  (e)  The terms and conditions (if any) under which an election
by a Participant, or a consent by the Spouse of a married Participant, may be
revoked, and the effect of such revocation.

         The notice requirement contained in this Section 7.5 shall not apply in
the case of a lump sum cash out distribution to a Participant pursuant to
Section 7.9.

         The commencement date for a benefit in a form other than a Qualified
Joint and Survivor Annuity may be less than thirty (30) days after receipt of
the written explanation described above provided: (a) the Participant has been
provided with information that clearly indicates that the Participant has at
least thirty (30) days to consider whether to waive the Qualified Joint and
Survivor Annuity and elect (with Spousal consent) a form of distribution other
than a Qualified Joint and Survivor Annuity; (b) the Participant is permitted to
revoke any affirmative distribution election at least until the commencement
date of his benefit or, if later, at any time prior to the expiration of the
seven (7) day period that begins the day after the explanation of the Qualified
Joint and Survivor Annuity is provided to the Participant; and (c) the
commencement date of the Participant's benefit is a date after the date that the
written explanation was provided to the Participant.

         7.6      Special Rules for Death of Participant or Beneficiary.

                  (a)  If the designated Beneficiary with respect to an
Alternative Joint and Survivor Annuity dies before the Annuity Starting Date for
the Participant, the election of such annuity (including, if applicable, any
election pursuant to Section 7.3, above, to waive the Spouse's benefit) shall be
void, and the Participant shall be deemed not to have previously elected an
Alternative Joint and Survivor Annuity. If the designated Beneficiary with
respect to an Alternative Joint and Survivor Annuity dies before the
Participant, but after the Annuity Starting Date for the Participant, the amount
of the benefit thereafter payable to the Participant shall not be affected in
any way as a result thereof.

                  (b)  If a Participant dies before his Annuity Starting Date
without having made a valid election of an optional form of payment described in
Section 7.7, no individual shall have a right to any payment under the Plan with
respect to the Participant, unless the Participant is survived by a spouse who
is entitled to a Spouse's benefit.

                  (c)  If a Participant dies before his Annuity Starting Date
after terminating employment with the Employer and after having made (and not
revoked) a valid election of an Alternative Joint and Survivor Annuity leaving
the designated Beneficiary with respect to the Alternative Joint and Survivor
Annuity surviving him, the Beneficiary shall be eligible to receive the survivor
annuity payable under such Alternative Joint and Survivor Annuity as if the
Employee had died on the day following his Annuity Starting Date.

                  (d)  If a Participant dies before his Annuity Starting Date
after terminating employment with the Employer and after having made (and not
revoked) a valid election of a lump sum distribution described in Section
7.7(b), the lump sum distribution shall be paid to the Participant's designated
Beneficiary (or, if the Participant has not designated a Beneficiary, or if none
of his designated Beneficiaries survives him, the lump sum distribution shall be
paid to the executor of the Participant's will or the administrator of his
estate).

                  (e)  If a Participant dies before his Annuity Starting Date
after terminating employment with the Employer and after having made (and not
revoked) a valid election of a Ten-Year Certain and Life Annuity Option
described in Section 7.7(c), the Participant's designated Beneficiary shall be
eligible to receive the ten-year certain payments pursuant to such option as if
the Employee had died on the day following his Annuity Starting Date (or, if the
Participant has not designated a Beneficiary, or if none of his designated
Beneficiaries survives him, the ten-year certain payments pursuant to such
option shall be paid to the executor of his will or the administrator of his
estate).

                  (f)  If a Participant dies on or after his Annuity Starting
Date, any distribution that was scheduled to be paid to him on or before his
date of death but that was not paid to him on or before his date of death due to
administrative or other delay, shall be paid instead to the executor of his will
or the administrator of his estate.

         7.7.     Optional Forms of Payment.

                  (a)  Alternative Joint and Survivor Annuity.

                       (i)    Under the Alternative Joint and Survivor Annuity,
                  a reduced amount shall be payable to the retired Employee for
                  his lifetime. The Beneficiary, if surviving at the retired
                  Employee's death, shall be entitled to receive thereafter a
                  lifetime survivor benefit in an amount equal to 100 percent of
                  the reduced amount that had been payable to the retired
                  Employee.

                       (ii)   The reduced amount payable to the retired
                  Employee shall be the Actuarial Equivalent of the amount
                  determined under Section 6.1, 6.2, 6.3 and/or 6.4, as the case
                  may be. The appropriate actuarial factor shall be determined
                  for any Employee and his Beneficiary as of the commencement
                  date of the Employee's benefits.

                       (iii)  If an Employee designates any individual other
                  than his or her spouse as his Beneficiary, the annual amount
                  of the Employee's annuity under the Alternative Joint and
                  Survivor Annuity shall be not less than fifty percent (50%) of
                  the annual benefit calculated as a single life annuity, and
                  the Beneficiary's survivor annuity under the Alternative Joint
                  and Survivor Annuity shall be reduced to the extent necessary
                  to reflect any adjustment required by this paragraph (iii) in
                  the amount of the Employee's annuity under the Alterative
                  Joint and Survivor Annuity.

                  (b)  Lump Sum Distribution Option.

                       (i)    Any Employee who qualifies for a benefit under
                  Section 5.1, 5.2, 5.3, 5.4 or 5.6 may elect to receive his or
                  her benefit in the form of a lump sum distribution if the
                  Actuarial Value of the vested, accrued benefit of the
                  Participant is over $5,000 but not over $10,000. The amount of
                  any such lump sum distribution shall be the Actuarial
                  Equivalent (as of the Annuity Starting Date for the Employee)
                  of his benefit computed under Section 6.1 (or in the case of a
                  terminated vested Employee's benefit, as computed under
                  Section 6.6) as a single life annuity commencing on his
                  Annuity Starting Date.

                       (ii)   If the Actuarial Value of the Spouse's death
                  benefit under Section 5.5 and 6.5 is greater than $5,000 and
                  not over $10,000, the Spouse may elect to receive his or her
                  benefits as a lump sum.

                       (iii)  Notwithstanding anything to the contrary in
                  Section 7.7, the payment of a benefit in the form of a lump
                  sum distribution shall be made in a single taxable year of the
                  recipient and shall be made on or as soon as practicable after
                  the commencement date of the Employee's benefits.

                  (c)  Ten-Year Certain and Life Annuity Option.

                       (i)    A Participant in the Plan shall be eligible to
                  elect to receive his benefits in the form of an annuity that
                  is actuarially equivalent to the Plan's Single Life Annuity
                  and that provides equal monthly payments for the life of the
                  Participant, with the condition that if the Participant dies
                  before he has received one-hundred twenty (120) monthly
                  payments, the Participant's designated Beneficiary shall
                  receive monthly payments in the same amount as the Participant
                  until a total of one-hundred twenty (120) monthly payments
                  have been made to the Participant and his Beneficiary
                  combined.

                  (d)  Early Retirement Annuity Option

                       (i)    On Early Retirement, a Participant in the Plan
                  shall be eligible to elect to receive his benefits in the form
                  of an annuity under which the monthly payments before first
                  eligibility for Social Security retirement benefits (either
                  age 62 or age 65, as elected by the Participant) are increased
                  by a temporary supplement and the remaining payments are
                  reduced so as to provide approximately equal payments
                  throughout when combined with Social Security.

         7.8      Annuity Form of Payment. All benefits, except those benefits
paid in a lump sum distribution pursuant to Section 7.7(b) or 7.9, shall be
payable in monthly installments as follows:

                  (a)  The first installment shall be paid to the retired
Employee (or Spouse, in the case of a Spouse's benefit) as of the commencement
date determined in accordance with Section 7.1;

                  (b)  Where installments are to be paid to a Beneficiary under
an Alternative Joint and Survivor Annuity, the first installment to the
Beneficiary shall be paid as of the beginning of the first month following the
death of the Participant;

                  (c)  The final installment shall be paid as of the beginning
of the month during which the death of the retired Employee or Beneficiary, as
the case may be, occurs, except that disability benefit installments shall cease
prior to the death of the retired Employee if and when such Employee ceases to
satisfy the disability conditions of Section 5.4; and

                  (d)  A check in payment of a monthly installment may be
mailed, in the discretion of the Committee, before the date as of which the
payment is made.

         7.9      Mandatory Lump Sum Distribution of Small Benefits. If a
former Employee is entitled to a termination benefit and the Actuarial Value of
such termination benefit does not exceed $5,000, the former Employee shall
receive such termination benefit in the form of a lump sum payment equal to the
Actuarial Value of the termination benefit otherwise payable to him under the
Plan. If a Spouse is entitled to a Spouse's benefit and the Actuarial Value of
such Spouse's benefit does not exceed $5,000, the Spouse shall receive such
Spouse's benefit in the form of a lump sum payment equal to the Actuarial Value
of the Spouse's benefit otherwise payable to the Spouse under the Plan.
Notwithstanding the foregoing, this Section 7.8 shall not apply in the case of a
former Employee or a Spouse who is otherwise eligible to elect immediate
commencement of a termination benefit or Spouse's benefit.

         7.10     Minimum Distributions Required Under Code Section 401(a)(9).
The following subsections limit the timing of benefit distributions under the
Plan:

                  (a)  Any benefit that is payable to a Participant hereunder
shall be distributed or commence not later than the Participant's Required
Beginning Date. The benefit shall be distributed, in accordance with Section
401(a)(9) of the Code (including the incidental benefit rules applicable
thereunder),

                       (i)    in a lump sum (to the extent otherwise permitted
                  under the Plan, including, without limitation, under Section
                  7.7(b) or 7.9),

                       (ii)   over the life of the Participant,

                       (iii)  over the lives of the Participant and the
                  Participant's Beneficiary,

                       (iv)   over a period not extending beyond the
                  Participant's life expectancy,

                       (v)    over a period not extending beyond the joint and
                  last survivor expectancy of the Participant and the
                  Participant's Beneficiary.

If the Participant's entire interest is to be distributed over a period of more
than one (1) year, then the amount to be distributed each year shall be no less
than the amount prescribed under Section 401(a)(9) of the Code.

                  (b)  If the distribution of the Participant's benefit has
commenced in conformity with subsection (a), above, and the Participant dies
before his entire benefit has been distributed to him, the remaining portion of
his benefit shall be distributed to his Beneficiary at least as rapidly as under
the method of distribution that was in effect as of the date of the
Participant's death.

                  (c)  Subject to subsection (d), below, if the Participant dies
before distribution of his benefit has commenced, any benefit that is payable
under the terms of the Plan shall be distributed within five (5) years after the
Participant's death.

                  (d)  Subsection (c), above, shall not apply to:

                       (i)    any portion of the Participant's benefit payable
                  to (or for the benefit of) a Beneficiary that is distributed
                  (in accordance with Section 401(a)(9) of the Code) over the
                  Beneficiary's life (or a period not extending beyond his life
                  expectancy) commencing within one (1) year after the date of
                  the Participant's death (or such later date as may be
                  prescribed under Section 401(a)(9) of the Code), or

                       (ii)   any portion of the Participant's benefit payable
                  to his Spouse that is distributed over the Spouse's life (or a
                  period not extending beyond the Spouse's life expectancy)
                  commencing no later than the date on which the Participant
                  would have attained age 70 1/2 ; provided that if the Spouse
                  dies before payments to such Spouse begin, subsections (c) and
                  (d) shall apply as if the Spouse were the Participant; and
                  further provided that any amount paid to the child of the
                  Participant shall be treated as if it had been paid to the
                  Spouse of the Participant if such amount is payable to the
                  Spouse upon such child's reaching majority (or such other
                  event as may be prescribed by the regulations under Section
                  401(a)(9) of the Code).

                  (e)  For purposes of this Section 7.10, the life expectancy of
the Participant and his Spouse shall be recomputed on an annual basis, but the
life expectancy of any non-Spouse Beneficiary shall be computed only on the date
as of which the distribution commences.

                  (f)  This Section 7.10 shall apply notwithstanding any other
provision of the Plan. The sole purpose of this Section 7.10 is to limit the
manner in which the benefit payments may be made under the Plan in accordance
with Section 401(a)(9) of the Code. This Section 7.10 does not confer any rights
or benefits upon any Participant, spouse, Beneficiary, or any other person.

                  (g)  This Section 7.10 shall not apply to any method of
distribution designated in writing by a Participant under the terms of the Plan
or a Prior Plan before January 1, 1984, in accordance with Section 242(b)(2) of
the Tax Equity and Fiscal Responsibility Act of 1982 (as in effect before the
amendments made by the Tax Reform Act of 1984).

                  (h)  Any Participant who does not elect a form of distribution
before his distribution is required to commence under this Section 7.10 shall
receive the distribution in the form provided for under Section 7.2.

         7.11     Early Commencement Election. Notwithstanding any other
provision in the Plan, and subject to the provisions of Sections 7.2 - 7.6 and
Section 7.9, the Participant (or his Spouse, in the case of a Spouse's benefit)
may elect a commencement date that precedes the normal commencement date if he
is otherwise eligible to do so under the terms of the Plan. The election shall
be in writing, in a form acceptable to the Committee, and executed and filed
with the Committee during the ninety (90) day period ending on the commencement
date of the Employee's benefits, or during such other period permitted or
required by law.

         7.12     Suspension of Benefits.

                  (a)  No benefit shall be paid or payable with respect to a
Participant (including a retired or terminated Employee) during any month in
which he is credited with forty (40) or more Hours of Service as a regular or
temporary employee of the Employer. For purposes of this Section 7.12 only, the
term "Employer" shall mean the applicable Employer and any Affiliate of such
Employer (as determined under Section 2.4, but disregarding the phrase "other
than the Company" in Section 2.4(a)). Thus,

                       (i)    a retired or terminated Employee's benefit shall
                  be suspended during any month during which he is credited with
                  forty (40) or more Hours of Service as a regular or temporary
                  employee of the Employer; and

                       (ii)   the benefit of a Participant other than a
                  retired or terminated Employee shall be suspended during any
                  month during which he is credited with forty (40) or more
                  Hours of Service as a regular or temporary employee of the
                  Employer.

The preceding provisions of this subsection (a) shall apply, even though the
retired or terminated Employee's or Participant's service as a regular or
temporary employee of the Employer does not constitute "Section 203(a)(3)(B)
service" described in 29 C.F.R. ss.2530.203-3(c), and even though the procedures
regarding notice, review, and administration otherwise prescribed under 29
C.F.R. ss.2530.203-3 are not observed.

                  (b)  If a Participant (including a retired or terminated
Employee) is reemployed or remains in employment as a regular or temporary
employee of the Employer, as described in subsection (a), above, the
commencement date of his benefit shall occur no earlier than the first day of
the first month in which he ceases to be so employed, and his benefit shall be
calculated, in accordance with Sections 4.3 and 4.4, to take such employment
into account. If a retired or terminated Employee, subject to subsections (a)(i)
or (ii), above, becomes entitled to have his benefit resume, the amount and form
of the benefit shall be governed by the generally applicable provisions of the
Plan, as if he had then first retired.

                  (c)  (i)    If the benefit of a Participant (including a
retired or terminated Employee) is suspended during any period after his Age 65
Normal Retirement Date pursuant to subsection (a), above, the amount of his
benefit determined under subsection (b), above, shall not be less than the
actuarial equivalent of the Single Life Annuity that would have been payable to
him (or that he could have elected to receive) commencing on the day after his
Age 65 Normal Retirement Date (or if later, the day his benefits were
suspended), had his benefit not been suspended. For this purpose, actuarial
equivalence shall be determined using an interest rate of seven percent (7%) per
annum and the TPF&C 1971 Forecast Mortality Table for Males (with ages set back
2 years).

                       (ii)   If the benefit of a Participant
                  (including a retired or terminated Employee) is
                  suspended pursuant to subsection (a), above, during
                  any period after his Normal Retirement Date (but
                  before his Age 65 Normal Retirement date, if later),
                  and his employment during such period constitutes
                  "section 203(a)(3)(B) service" described in 29 C.F.R.
                  ss.2530.203-3(c), the Company shall notify the
                  Participant of such suspension or delay by personal
                  delivery or first class mail during the first
                  calendar month in which the benefit is to be
                  suspended, shall afford him a review of such
                  suspension under the procedure specified in Section
                  9.13, and shall otherwise administer such suspension
                  and any subsequent resumption or commencement of
                  benefit payments in a manner consistent with 29
                  C.F.R. ss.2530.203-3.

                  (d)  If an Employee subject to subsection (a)(i) or (ii),
above, previously received a total distribution of his benefit in accordance
with Section 7.7(b) or 7.9, the amount of the Single Life Annuity used to
determine his benefit upon retirement under subsection (b), above, shall be
reduced by the amount of the Single Life Annuity upon which such total
distribution was based.

         7.13     Eligible Rollover Distributions

                  (a)  Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this Section
7.13, a distributee may elect, at the time and in the manner prescribed by the
Plan Administrator, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan specified by the distributee in a
direct rollover.

                  (b)  Definitions.

                       (i)    Eligible rollover distribution: An eligible
                  rollover distribution is any distribution of all or any
                  portion of the balance to the credit of the distributee,
                  except that an eligible rollover distribution does not
                  include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  distributee or the joint lives (or joint life expectancies) of
                  the distributee and the distributee's designated beneficiary,
                  or for a specified period of ten (10) years or more; any
                  distribution to the extent such distribution is required under
                  Section 401(a)(9) of the Code; and the portion of any
                  distribution that is not includible in gross income
                  (determined without regard to the exclusion for eligible
                  rollover distributions or the exclusion for net unrealized
                  appreciation with respect to employer securities).

                       (ii)   Eligible retirement plan: An eligible retirement
                  plan is an individual retirement account described in Section
                  408(a) of the Code, an individual retirement annuity described
                  in Section 408(b) of the Code, an annuity plan described in
                  Section 403(a) of the Code, or a qualified trust described in
                  Section 401(a) of the Code, that accepts the distributee's
                  eligible rollover distribution. However, in the case of an
                  eligible rollover distribution to the surviving spouse, an
                  eligible retirement plan is an individual retirement account
                  or individual retirement annuity.

                       (iii)  Distributee: A distributee includes an Employee
                  or former Employee. In addition, the Employee's or former
                  Employee's surviving spouse and the Employee's or former
                  Employee's spouse or former spouse who is the alternate payee
                  under a qualified domestic relations order, as defined in
                  Section 414(p) of the Code, are distributees with regard to
                  the interest of the spouse or former spouse.

                       (iv)   Direct rollover: A direct rollover is a payment
                  by the Plan to the eligible retirement plan specified by the
                  distributee.


                                  ARTICLE VIII
                                MEDICAL BENEFITS

         8.1      Eligibility

                  (a)  Medical benefits under this Article shall be provided
to a Participant,  or the dependents of a Participant, who:

                       (i)    Has terminated employment, commenced receiving
                  pension benefits on early, normal or deferred retirement, and
                  qualifies for post-retirement medical benefits under the
                  CenturyTel, Inc. Welfare Benefits Plan or successor thereto.

                       (ii)   Retires and commences benefits on or after
                  January 1, 1998.

                       (iii)  Is not covered by a collective bargaining
                  agreement at retirement.

                       (iv)   Has never been a "key employee" as defined in
                  Section 416(i) of the Internal Revenue Code.

                  (b)  The term "benefits" used alone in this Plan shall refer
to pension benefits under Article V and Article VI and not to medical benefits
provided under this Article.

         8.2      Medical Benefits

                  (a)  The medical benefits provided under this Plan to
Participants eligible under Section 8.1 shall be all medical benefits, as
defined in Internal Revenue Code Section 213(d)(1), provided to such
Participants after retirement under the CenturyTel, Inc. Welfare Benefits Plan
or successor thereto. The provisions of such Welfare Benefits Plan can limit
medical benefits to retired Participants who meet further eligibility
requirements. Any medical benefits to which retired Participants are entitled
under such Welfare Benefits Plan that are not provided under this Plan due to
insufficiency of funding or otherwise, shall be paid from a welfare benefits
trust established by the Company for that purpose or from the Employer's general
assets.

                  (b)  The document evidencing the CenturyTel, Inc. Welfare
Benefits Plan or successor thereto, including all of the separate documents
incorporated into it, is incorporated by reference as part of this Plan. This
incorporation by reference shall include any amendments made from time to time
to the CenturyTel, Inc. Welfare Benefits Plan and any successor plan.

         8.3      Separate Medical Benefits Account

                  (a)  Subject to 8.4, each Employer may make contributions to
fund the medical benefits provided in Section 8.2 for its Employees. A separate
account shall be maintained for all such contributions, and earnings on them.
Any medical benefits for Participants shall be paid only from such account.

                  (b)  Investment earnings and losses of the trust fund shall be
allocated to the accounts in Section 8.3(a) in proportion to the investment
earnings and losses of the entire trust.

         8.4      Limitation on Contributions

                  The aggregate actual contributions (measured from January 1,
1989) to fund medical benefits shall not exceed twenty five (25) percent of the
total actual contributions (measured from January 1, 1989) to the Plan,
disregarding in such total any contributions to fund past service credits.

         8.5      Satisfaction of Liabilities

                  (a)  Unless all obligations under Section 8.2 have been
satisfied, no part of the medical benefits account shall be used for any purpose
other than payment of either of the following:

                       (i)    Medical benefits.

                       (ii)   Necessary or appropriate expenses attributable
                  to the administration of the medical benefits account.

                  (b)  Following satisfaction of the obligations under Section
8.2, any amounts remaining in the medical benefits account shall be returned to
the Employers on an equitable basis as determined by the Committee.

         8.6      Forfeiture of Benefits

                  If a person's interest in the medical benefits account is
forfeited prior to termination of the Plan, the amount forfeited shall be
applied as soon as possible to reduce the Employer's contributions to fund
medical benefits.


                                   ARTICLE IX
                                     FUNDING

         9.1      Plan Assets. The assets of the Plan shall be held in of one or
more Trust Funds and/or one or more arrangements with insurance companies for
the funding of benefits, as determined by the Company.

         9.2      Trust Agreement. Each Trust Fund shall be established and
maintained pursuant to a Trust Agreement that contains such provisions as the
Company shall determine. The terms of each Trust Agreement are hereby
incorporated into and made a part of the Plan.

         9.3      Insurance Arrangements. Each arrangement with an insurance
company shall be established and maintained pursuant to a written contract or
policy between the Company and an insurance company qualified to do business in
a State, which shall contain such provisions as the Company shall determine.

         9.4      Contributions. The Company intends to make contributions to
the Plan sufficient to comply with the minimum funding standards imposed by the
Code. The Company's contributions shall be determined annually, or more
frequently, by the Board. Each contribution made to the Plan shall be made on
the condition that it is currently deductible under Section 404 of the Code for
the taxable year with respect to which the contribution is made and without
regard to any subsequent amendment improving benefits under the Plan.

         9.5      Exclusive Benefit. Except as provided in this Section 9.5 and
in Section 9.6, all Company contributions to the Plan and all property of the
Plan, including income from investments and other sources, shall be used for the
exclusive benefit of Employees, retired Employees, former Employees, and
Beneficiaries and shall be used to provide benefits under the Plan and to pay
the reasonable expenses of administering the Plan and the Trust, except to the
extent that such expenses are paid by the Company. Any forfeitures arising under
the Plan shall be applied to reduce the Company's contributions to the Plan and
shall not be used to increase the benefit that any Employee, retired Employee,
former Employee, or Beneficiary would otherwise be entitled to receive under the
Plan. Except as provided in Section 9.6, it shall be impossible at any time
prior to the satisfaction of all liabilities under the Plan for any portion of
the assets of the Plan to be used for, or diverted to, purposes other than the
exclusive benefit of Employees, retired Employees, former Employees, and
Beneficiaries; provided, however, that after all liabilities under the Plan have
been satisfied, any assets remaining in the Trust that are attributable to
erroneous actuarial computations shall be distributed to the Company, except as
otherwise required by Section 4044(d)(3)(A) of ERISA.

         9.6      Return of Contributions. Notwithstanding any other provision
of the Plan, the Company shall be entitled upon request to the return of any
contribution made to the Plan (adjusted, in the case of any contribution
described in subsection (a) or (c), below, to reflect any investment losses
allocable thereto, but not to reflect any investment gains allocable thereto):

                  (a)  within one (1) year after the payment of the
contribution, in the case of a contribution made by mistake of fact;

                  (b)  within one (1) year after the date of denial of the
Plan's qualification, if the contribution is conditioned on initial
qualification of the Plan under Section 401(a) of the Code; or

                  (c)  within one (1) year after the disallowance of the
deduction, to the extent the deduction is disallowed, if the contribution is
conditioned on the deductibility of the contribution under Section 404 of the
Code.

         9.7      Prohibition Against Assignment or Alienation of Benefits.
Benefits under the Plan may not be anticipated, assigned (either at law or in
equity), alienated, or subjected to attachment, garnishment, levy, execution, or
other legal or equitable process, provided that:

                  (a)  an arrangement whereby benefit payments are paid to a
Participant's savings or checking account in a financial institution is not
prohibited;

                  (b)  once a Participant begins receiving benefits under the
Plan, such Participant may assign or alienate the right to future payments if
such transaction is limited to assignments or alienations that:

                       (i)    are voluntary and revocable,

                       (ii)   with respect to a particular benefit payment, do
                  not in the aggregate exceed ten percent (10%) of such payment,
                  and

                       (iii)  neither are for the purpose, nor have the
                  effect, of defraying administrative costs of the Plan; and

                  (c)  payments made in accordance with a Qualified Domestic
Relations Order are not prohibited.

For purposes of subsection (b), above, an attachment, garnishment, levy,
execution or other legal or equitable process is not considered a voluntary
assignment or alienation.


                                    ARTICLE X
               FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION

         10.1     Allocation of Fiduciary Responsibilities. Fiduciary
responsibilities in connection with the Plan shall be allocated in accordance
with the provisions of this Article X and shall be carried out in accordance
with the Plan and applicable law. It is intended that, to the extent permitted
by applicable law, each fiduciary shall be obligated to discharge only the
responsibilities assigned to him and that he shall not be charged with the
responsibilities assigned to any other fiduciary.

         10.2     Committee. The Committee shall consist of not less than three
(3) nor more than eleven (11) persons to be appointed by and serve at the
pleasure of the Board of Directors of CenturyTel, Inc.

         10.3     Committee Action by Majority Vote. The Committee may act,
with or without a meeting, by a vote of a majority of its members then in
office.

         10.4     Plan Administrator. The Committee shall be the Plan
Administrator and shall be responsible for the administration of the Plan. In
addition to any implied powers and duties that may be necessary or appropriate
to the conduct of its affairs, the Committee shall have the following powers and
duties, including the discretionary power:

                  (a)  to make and enforce such rules and regulations as it
shall determine to be necessary or proper for the administration of the Plan;

                  (b)  to interpret the Plan and to decide all matters arising
thereunder, including the right to remedy possible ambiguities, inconsistencies,
and omissions;

                  (c)  to determine the right of any person to benefits under
the Plan and the amount of such benefits;

                  (d)  to issue instructions to a Trustee or insurance company
to make disbursements from the Trust, and to make any other arrangement
necessary or appropriate to provide for the orderly payment and delivery of
disbursements from the Trust;

                  (e)  to delegate to other persons such of its responsibilities
as it may determine;

                  (f)  to retain an Enrolled Actuary;

                  (g)  to employ suitable agents, actuaries, auditors, legal
counsel, and other advisers as it may determine;

                  (h)  to allocate among its members such of its responsi-
bilities as it may determine; and

                  (i)  to prepare, file, and distribute such forms, statements,
descriptions, returns, and reports relating to the Plan as may be required by
law.

                  The foregoing list of express powers is not intended to be
either complete or conclusive, but the Committee shall, in addition, have such
powers as it may reasonably determine to be necessary to the performance of its
duties under the Plan. The decision or judgment of the Committee on any question
arising in connection with the exercise of any of its powers or any matter of
Plan Administration or the determination of benefits shall be final, binding and
conclusive upon all parties concerned.

         10.5     Committee Reliance on Professional Advice. The Committee is
authorized to obtain, and act on the basis of, tables, valuations, certificates,
opinions, and reports furnished by an enrolled actuary, accountant, legal
counsel, or other advisers.

         10.6     Plan Administration Expenses. All reasonable expenses of
administering the Plan (including, without limitation, the expenses of the
Committee) shall be paid out of the assets of the Trust, in accordance with and
to the extent provided in the provisions of the Trust Agreement, except to the
extent paid by the Company without request by the Company for reimbursement from
the Trust.

         10.7     Responsibilities of Trustee. Each Trustee shall be responsible
for the custody of the assets of the Plan assigned to it, making disbursements
at the order of the Committee, and accounting for all receipts and disbursements
with respect to the assets of the Plan assigned to it.

         10.8     Investment Management by Trustee. Each Trustee shall be
responsible for managing the investment of the Plan assets in its custody, or
any part thereof, when directed to do so by CenturyTel, Inc. in accordance with
the terms of the Trust Agreement.

         10.9     Allocation of Investment Management Responsibilities.
CenturyTel, Inc. shall have the sole fiduciary responsibility for determining
whether investment of the Plan assets held by a Trustee shall be managed by the
Trustee, or by one or more investment managers, or whether both the Trustee and
one or more investment managers are to participate in investment management and,
if so, how investment responsibility is to be divided.

         10.10    Appointment and Removal of Investment Managers. CenturyTel,
Inc. shall have the sole fiduciary responsibility for the appointment or removal
of any investment manager and shall enter into an investment management
agreement with each investment manager appointed by it on such terms and
conditions consistent with the provisions of this Plan as it shall deem
advisable. Each investment manager shall be responsible for managing the
investment of such portion of the Trust as shall be placed under its management
pursuant to the investment management agreement.

         10.11    Ascertainment of Plan Financial Needs. CenturyTel, Inc. shall
have the sole fiduciary responsibility for periodically ascertaining the
financial needs of the Plan, including the Plan's liquidity needs, and shall
convey the pertinent information to the Trustee and/or investment managers
responsible for managing the investments of the Trust.

         10.12    Delegation of Company's Duties. CenturyTel, Inc. shall
designate, in accordance with its normal practice, such of its officers or other
employees as it shall consider appropriate to carry out its duties under the
foregoing Sections 10.8, 10.9, 10.10 and 10.11.

         10.13    Benefit Claim Procedure.

                  (a)  If an individual is denied any benefits (in whole or in
part) to which he believes he is entitled under the Plan, he may file a claim
for benefits as set forth herein. Any claim for benefits under the Plan shall be
delivered in writing by the claimant to the Plan Administrator. The claim shall
identify the benefits requested and shall include a statement of the reasons why
the benefits should be granted. The Plan Administrator shall grant or deny the
claim. If the claim is denied in whole or in part, the Plan Administrator shall
give written notice to the claimant, setting forth: (i) the reasons for the
denial, (ii) specific reference to pertinent Plan provisions on which the denial
is based, (iii) a description of any additional material or information
necessary for the perfection of the claim and an explanation of why such
material or information is necessary, and (iv) an explanation of the Plan's
claim review procedure. The notice described in the preceding sentence shall be
furnished to the claimant within a period of time not exceeding ninety (90) days
after receipt of the claim; except that such period of time may be extended, if
special circumstances should require, for an additional ninety (90) days
commencing at the end of the initial ninety (90) day period. Written notice of
such an extension shall be given to the claimant before the expiration of the
initial ninety (90) day period and shall indicate the special circumstances
requiring the extension and the date by which the final decision is expected to
be rendered. In exercising its responsibilities pursuant to this Section 10.13,
the Plan Administrator shall have the discretionary power to interpret the Plan
and to decide all matters arising thereunder, including the right to remedy
possible ambiguities, inconsistencies, and omissions.

                  (b)  A claimant who has been denied a claim for benefits, in
whole or in part, may, within a period of sixty (60) days thereafter, request a
review of such denial by filing a written notice of appeal with the Committee.
In connection with an appeal, the claimant (or his duly authorized
representative) may review pertinent documents and may submit evidence and
arguments in writing to the Committee. The Committee shall decide the questions
presented by the appeal, either with or without holding a hearing, and shall
issue to the claimant a written notice setting forth: (i) the specific reasons
for the decision and (ii) the specific reference to pertinent Plan provisions on
which the decision is based. The notice described in the preceding sentence
shall be issued within a period of time not exceeding sixty (60) days after
receipt of the request for review; except that such period of time may be
extended, if special circumstances (including, but not limited to, the need to
hold a hearing) should require, for an additional sixty (60) days commencing at
the end of the initial sixty (60) day period. Written notice of such an
extension shall be provided to the claimant prior to the expiration of the
initial sixty (60) day period. The decision of the Committee shall be final and
conclusive. In the event that the Plan Administrator is a member of the
Committee, he shall not participate in the decision of the Committee or in any
of the proceedings with respect thereto.

         10.14    QDRO Procedures. The Committee shall establish written
procedures to determine the qualified status of domestic relations orders and to
administer distributions under Qualified Domestic Relations Orders. Such
procedures shall be consistent with any regulations prescribed under Section
206(d) of ERISA. The Committee shall promptly notify the Participant and any
alternate payee (as defined in Section 206(d)(3)(K) of ERISA) of the receipt of
an order and the procedures for determining the qualified status of domestic
relations orders. Within a reasonable period after receipt of an order, the
Committee shall determine whether the order is qualified and shall notify the
Participant and each alternate payee of such determination. During any period in
which the qualified status of a domestic relations order is being determined (by
the Committee, by a court, or otherwise), the Committee shall direct the Trustee
to account separately for the amounts that would have been payable to each
alternate payee if the order had been determined to be a Qualified Domestic
Relations Order. If within eighteen (18) months of the receipt of the order, the
order (or modification thereof) is determined to be a Qualified Domestic
Relations Order, the Committee shall direct the Trustee to pay the segregated
amounts (plus any interest thereon) to the person or persons entitled thereto.
If within eighteen (18) months of the receipt of the order, it is determined
that the order is not qualified, or the issue as to whether the order is
qualified is not resolved, then the Committee shall direct the Trustee to pay
the segregated amount (plus any interest thereon) to the person or persons who
would have been entitled to such amounts if there had been no order. Any
determination that an order is qualified that is made after the close of the
eighteen (18) month period shall be applied prospectively only.

         10.15    Service in Multiple Fiduciary Capacities. Any person or group
of persons may serve in more than one (1) fiduciary capacity with respect to the
Plan, in accordance with Section 402(c)(1) of ERISA.

                                   ARTICLE XI
               CO-SPONSORSHIP OF PLAN AND MERGERS WITH OTHER PLANS

         11.1     Co-sponsorship of Plan by Affiliates. Any Affiliate, with the
specific approval of the Board and the Affiliate's board of directors (or other
governing body, if applicable), may join in this Plan as a co-sponsor.
Thereupon, such Affiliate shall be included in the definition of Company
hereunder and shall have the obligation to make contributions to this Plan
sufficient to fund the benefits of its Employees and their Beneficiaries. In any
such case, this Plan shall remain a single plan with any and all of its assets
derived from Company contributions (regardless of the entity to whose
contributions such assets can be traced) available to pay the benefits to each
Participant and Beneficiary hereunder and any other liabilities of the Plan. A
list of the Affiliates that have become co-sponsors of the Plan pursuant to this
Section 11.1, together with the respective effective dates of their
co-sponsorship, appears in Exhibit A.

         11.2     Co-sponsorship of Plan by Adopting Entities. Any Adopting
Entity, with the specific approval of the Board and the Adopting Entity's board
of directors (or other governing body, if applicable), may join in this Plan as
a co-sponsor. Thereupon, such Adopting Entity shall be included in the
definition of Company hereunder and shall have the obligation to make
contributions to this Plan sufficient to fund the benefits of its Employees and
their Beneficiaries. A list of the Adopting Entities that have become
co-sponsors of the Plan pursuant to this Section 11.2, together with the
respective effective dates of their co-sponsorship, appears in Exhibit A.

         11.3     Merger with Plan of Affiliate.

                  (a)  Any other pension or retirement plan, sponsored by an
Affiliate, may be merged into this Plan, with this Plan as the surviving
instrument, with the specific approval of the Board and, if applicable, the
board of directors (or other governing body, if applicable) of the Affiliate.
Thereupon, if the employer sponsoring the merged plan is an Affiliate, the
Affiliate shall become a co-sponsor of the Plan, and included in the definition
of Company hereunder. In any such case, the Plan shall remain a single plan with
any and all of its assets derived from Company contributions (regardless of the
entity to whose contributions such assets can be traced) available to pay the
benefits of each Participant and Beneficiary hereunder and any other liabilities
of the Plan.

                  (b)  The assets of the merged plan shall be transferred to
the Trustee and be assets of the Plan, and the liabilities of the merged plan
shall be liabilities of the Plan.

                  (c)  Each Participant in the merged plan shall become a
Participant in the Plan on the merger date, with accrued or vested benefits
under the Plan equal to his accrued or vested benefits under the merged plan,
and thereafter shall continue to participate in the Plan in accordance with its
terms. Furthermore, each Participant in the merged plan who is an Employee on
the merger date shall be entitled to Credited Service for his service under the
merged plan and the greater of (i) his accrued or vested benefits under the Plan
on account of such Credited Service or (ii) his accrued or vested benefits under
the merged plan.

                  (d)  It is the intention, and it shall be the effect, of this
Section 11.3 that any merger of a plan into this Plan be carried out in
accordance with Section 12.3.


                                   ARTICLE XII
                             DURATION AND AMENDMENT

         12.1     Reservation of Right to Suspend or Terminate Plan. Except as
otherwise provided herein, while it is the intention of the Company that the
Plan shall remain in effect indefinitely, the Board reserves the right to
suspend or terminate the Plan in whole or in part, at any time and from time to
time, and for any reason whatsoever that in the Board's sole discretion appears
to it to make such action advisable.

         12.2     Reservation of Right to Amend Plan. Except as otherwise
provided herein, the Plan may be amended in accordance with the procedures set
forth in this Section 12.2. The Board by duly adopted written resolution or by
unanimous written consent may modify or amend the Plan in whole or in part,
prospectively or retroactively, at any time and from time to time. The Board by
duly adopted written resolution or by unanimous written consent may delegate the
power to so modify or amend the Plan to one or more officers of the Company,
subject to such conditions as the Board may in its sole discretion impose.
Notwithstanding the preceding sentence, and without the necessity of a
delegation of authority from the Board, the General Counsel of the Company may
adopt any amendment or modification to the Plan that is, in the opinion of such
General Counsel, necessary or appropriate to comply with applicable laws and
regulations, including without limitation ERISA and the Code. The officers of
the Company may take all actions necessary or appropriate to implement or
effectuate any amendment or modification to the Plan described herein. Any
modification or amendment of the Plan by one or more officers of the Company
(including without limitation the General Counsel) shall be adopted by a written
instrument executed by such officer or officers. Notwithstanding the foregoing,
no amendment shall reduce any benefit, that is accrued or treated as accrued
under Section 411(d)(6) of the Code, of any Participant, or the percentage (if
any) of such benefit that is vested, on the later of the date on which the
amendment is adopted or the date on which the amendment becomes effective.

         12.3     Transactions Subject to Code Section 414(l). Except as
otherwise provided herein, the Plan may be merged into or consolidated with
another plan, and its assets or liabilities may be transferred to another plan.
However, to the extent that Section 401(a)(12) or 414(l) of the Code is
applicable and in accordance therewith, no such merger, consolidation, or
transfer shall be consummated unless each Employee, retired Employee, former
Employee, and Beneficiary under the Plan would, if the resulting plan then
terminated, receive a benefit immediately after the merger, consolidation, or
transfer that is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer,
if the Plan had then terminated; provided that the foregoing provisions of this
Section 12.3 shall not apply if such alternative requirements as may be imposed
by the regulations under Section 414(l) of the Code are satisfied. For purposes
of the preceding sentence, the benefit of an Employee, retired Employee, former
Employee, or Beneficiary upon the deemed termination of a plan shall be
determined without regard to any requirement under Title IV of ERISA or
otherwise that (a) the Employer or any other person make additional
contributions to the Plan in connection with its termination, or (b) any assets
of the Plan attributable to employee contributions remaining after satisfaction
of all liabilities described in Section 4044(a) of ERISA be distributed to
Participants pursuant to Section 4044(d)(3) of ERISA. Any liability transferred
from the Plan to another plan pursuant to this Section 12.3 shall result in the
extinguishment of such liability hereunder immediately upon such transfer, and
no benefit previously payable under the Plan on account of such liability shall
be payable under the Plan following such transfer.


                                  ARTICLE XIII
                       DISTRIBUTION UPON PLAN TERMINATION

         13.1     Vesting on Plan Termination. In case of a termination or
partial termination of the Plan, the rights of all affected Employees, retired
Employees, and Beneficiaries to benefits accrued under the Plan to the date of
such termination or partial termination, to the extent then funded, shall be
nonforfeitable.

         13.2     Allocation of Assets on Plan Termination. Upon termination of
the Plan, the Committee shall allocate the assets of the Plan in accordance with
the following priority schedule, after providing for reasonable Plan
administration expenses:

                  (a)  First, there shall be paid any portion of a
Participant's accrued benefits derived from any non-mandatory contributions by
him to the Plan;

                  (b)  Second, there shall be paid any portion of a
Participant's accrued benefits derived from any mandatory contributions by him
to the Plan;

                  (c)  Third, there shall be allocated to (i) the benefit of
each retired Employee (or Beneficiary) that was being paid on the date three (3)
years prior to the date of termination, and (ii) the benefit of each Employee
(or former Employee or Beneficiary) that would have been in pay status three (3)
years prior to the date of termination if the Employee or former Employee had
retired prior to such earlier date and if his benefit had commenced (in the
normal form of annuity under the Plan) as of the beginning of such three (3)
year period, an amount that is sufficient to provide such benefit, payable from
the date of termination based on the provisions of the Plan as in effect during
the five (5) year period ending on such date and under which the benefit was or
would have been the least;

                  (d)  Fourth, there shall be allocated to each benefit an
mount that together with any amount allocated under subsection (c), above, is
sufficient to provide the portion of the benefit that is guaranteed by the
Pension Benefit Guaranty Corporation, as provided under Title IV of ERISA
(without regard to Sections 4022(b)(5) and 4022(b)(6) thereof);


                  (e)  Fifth, there shall be allocated to each benefit an
amount that together with any amounts allocated under subsections (c) and (d),
above, is sufficient to provide each such benefit, to the extent it is
nonforfeitable;

                  (f)  Sixth, there shall be allocated to each benefit the
amount that together with any amounts allocated under subsections (c) through
(e), above, is sufficient to provide the accrued benefit on the date of the
termination; and

                  (g)  Seventh, after all liabilities of the Plan have been
satisfied, any residual assets shall be distributed to the Company, except as
otherwise required by Section 4044(d)(3)(A) of ERISA.

         If the assets of the Plan are insufficient to provide in full the
amounts required under subsections (a) through (d), above, such assets shall be
allocated pro rata among the benefits described in the subsection for which the
required amounts first cannot be provided in full. If the assets of the Plan are
insufficient to provide in full the amounts required under subsection (e),
above, the assets available for allocation under subsection (e) shall be
allocated first to provide the amounts required under such subsection on the
basis of the terms of the Plan as in effect at the beginning of the five (5)
year period ending on the date of the Plan termination. If the assets of the
Plan are insufficient to provide such amounts in full, the assets shall be
allocated among such amounts on a pro rata basis. If the assets of the Plan are
sufficient to provide such amounts in full, then any remaining assets shall be
allocated to provide the amounts under such subsection based on the benefits
resulting from each successive amendment during the five (5) year period until
the available assets are insufficient to provide the amounts required under
subsection (e). The assets available for allocation with respect to the benefits
resulting from the first such amendment shall be allocated on a pro rata basis.

         13.3     Provision for Benefits After Plan Termination. The provision
of benefits pursuant to Section 13.2 may be made, in the discretion of
CenturyTel, Inc., by the purchase of annuities or by continuing in existence any
Trust Agreements or arrangements with insurance companies entered into pursuant
to the Plan and making provision therefrom for benefits, or both, or by
immediate distribution from the Plan, or by any combination of these means, as
CenturyTel, Inc., in its sole discretion, shall determine.

         13.4     Computation of Benefits After Plan Termination. The benefits
specified in Section 13.2 shall be computed in accordance with the provisions of
Article VI or the Schedules of the Plan, as applicable, except that, to the
extent permitted by law, the periods of Vesting Service and Credited Service
used in the computation of benefits for Employees shall be regarded as ended as
of the Plan termination date and only Average Annual Compensation as of that
date shall be taken into account.

         13.5     Continued Employment Not Required After Plan Termination. The
payment of benefits on termination of the Plan shall not be contingent on an
Employee's continuing in the service of the Company or any other employer after
the termination of the Plan, except to the extent such service is otherwise
required under the Plan to become eligible for a particular benefit or form of
payment.

         13.6     Data in Company Records on Plan Termination. In all cases
benefits on termination of the Plan shall be determined, to the extent permitted
by law, on the basis of the Employee's age, Vesting Service, Credited Service,
and Average Annual Compensation as shown by the Company's records as of the Plan
termination date.

         13.7     Satisfaction of Liabilities on Plan Termination. In the case
of all benefits for which provision is made for the purchase of annuities from
an insurance company, the delivery of an annuity contract or certificate of the
insurance company from which the annuity is purchased to each Employee, retired
Employee, former Employee, or Beneficiary to whom such benefits are payable
shall, to the extent permitted by applicable law, serve to relieve the Plan from
any further obligations for the payment of such benefits. In the case of all
benefits for which provision is not made through the purchase of annuities from
an insurance company, the judgment of CenturyTel, Inc. as to the adequacy of the
alternative provision shall be final to the extent permitted by applicable law.
If such alternative provision made as of the Plan termination date should
thereafter at any time appear, in the judgment of CenturyTel, Inc., inadequate
or more than sufficient to continue the payment of the amounts previously
estimated to be payable, the remaining payments of such benefits shall be
adjusted pro rata in the order of precedence set forth in Section 13.2.

         13.8     High-25 Distribution Restrictions.

                  (a)  Upon the termination of the Plan, the benefit of each
highly compensated employee and each highly compensated former employee (both as
defined in Section 414(q) of the Code) shall be limited to a benefit that is
nondiscriminatory under Section 401(a)(4) of the Code.

                  (b)  The annual payments under the Plan with respect to a
Participant shall not exceed the annual payments that would be made with respect
to the Participant under a straight life annuity that is the actuarial
equivalent of his Accrued Benefit. The preceding sentence shall not apply to a
Participant for a calendar year if: (i) the Participant is not among the
twenty-five (25) highly compensated employees and highly compensated former
employees (both as defined in Section 414(q) of the Code) of an adopting
Affiliate or Adopting Entity with the greatest compensation in that calendar
year or any prior calendar year; (ii) after satisfying all benefits payable to
the Participant under the Plan, the value of Plan assets does not fall below 110
percent of the Plan's current liabilities (as defined in Section 412(l)(7) of
the Code); (iii) the value of the benefits payable with respect to the
Participant under the Plan is less than one percent (1%) of the value of the
Plan's current liabilities (as defined in Section 412(l)(7) of the Code and
determined before distribution to the Participant); or (iv) the value of the
benefits payable with respect to the Participant under the Plan does not exceed
the amount described in Section 411(a)(11)(A) of the Code. If the Plan is
terminated while the restrictions pursuant to this subsection (b) are in effect,
amounts in excess of those restrictions shall first be applied in a
nondiscriminatory manner to the satisfaction of any Plan liabilities to
Participants who are not subject to the restrictions, and any balance remaining
shall then be applied in a nondiscriminatory manner to any Plan liabilities that
may be outstanding with respect to Participants who are subject to the
restrictions.

                  (c)  This Section 13.8 is intended to satisfy the requirement
of Treas. Reg. ss.1.401(a)(4)-5(b). This Section 13.8 shall not be construed in
a manner that would impose limitations that are more stringent than those
required by Section 1.401(a)(4)-5(b) of the Treasury Regulations. If Congress
should provide by statute, or the United States Treasury Department or the
Internal Revenue Service should provide by regulation, ruling, or other guidance
of general applicability, that the foregoing restrictions are no longer
necessary for the Plan to meet the requirements of Section 401(a) of the Code or
any other applicable provision of the Internal Revenue Code then in effect, such
restrictions shall become void and shall no longer apply, without the necessity
of further amendment to the Plan.


                                   ARTICLE XIV
                       INTERCHANGE OF BENEFIT OBLIGATIONS

         14.1     Interchange Agreement Permitted. Agreements may be made by
the Company with Affiliates other than the Company for an interchange of the
obligations to which they may be subject under similar pension plans. These
agreements shall provide that:

                  (a)  pension plans shall be maintained on a consistent and
substantially uniform basis by all of the companies participating in such
interchange agreements;

                  (b)  advance provision for the payment of pensions shall be
made by each company in such amounts as may be necessary to provide for and
fulfill all requirements of its plan as in effect from time to time; and

                  (c)  the vesting service and credited service of the
Participants under the pension plans sponsored by the companies that are parties
to such agreements shall include service with all such companies.


                                   ARTICLE XV
                               GENERAL PROVISIONS

         15.1     No Employment Rights Conferred. Neither the action of the
Company establishing this Plan nor any action taken by the Company under the
Plan shall be construed as giving to any Employee a right to be retained in the
service of the Company.

         15.2     Integration Clause. No Employee, retired Employee, former
Employee, Beneficiary, or any other person shall be entitled to or have any
vested right in or claim to a benefit under the Plan, except as expressly
provided herein.

         15.3     Incapacity of Recipient. Benefit payments to a retired
Employee or a Beneficiary unable to execute a proper receipt therefor may be
made to a relative or other person, selected by the Committee, for the benefit
of the retired Employee or the Beneficiary, and the receipt executed by such
person shall discharge the obligations of the Plan and the Committee to such
retired Employee or Beneficiary and anyone claiming through either of them.

         15.4     ERISA Fiduciary Duties. Nothing in the Plan shall relieve or
be deemed to relieve any Plan fiduciary from any responsibility, obligation, or
duty imposed by or under ERISA.

         15.5     Compliance with State and Local Law. The provisions of this
Plan relating to an Employee's age of retirement shall not be applied in
circumstances that would cause such provisions to be in violation of applicable
state or local law. In such circumstances, the Employee Benefits Committee as
Plan Administrator shall modify the application of such provisions to the extent
necessary to comply with applicable state or local law, but only to the extent
such laws are not preempted by federal law.

         15.6     Usage. Words in the masculine gender shall include the
feminine gender and the plural shall include the singular unless the context
indicates otherwise.

         15.7     Titles and Headings. The titles to Articles and the headings
of Sections, subsections, paragraphs, and subparagraphs in this Plan are placed
herein for convenience of reference only and, as such, shall be of no force or
effect in the interpretation of the Plan.


         15.8     Severability Clause. In the event any provision of the Plan
is held to be in conflict with or in violation of any state or federal statute,
rule, or decision, all other provisions of this Plan shall continue in full
force and effect. In the event that the making of any payment or the provision
of any other benefit required under the Plan is held to be in conflict with or
in violation of any state or federal statute, rule, or decision or otherwise
invalid or unenforceable, such conflict, violation, invalidity, or
unenforceability shall not prevent any other payment or benefit from being made
or provided under the Plan, and in the event that the making of any payment in
full or the provision of any other benefit required under the Plan in full would
be in conflict with or in violation of any state or federal statute, rule or
decision or otherwise invalid or unenforceable, then such conflict, violation,
invalidity or unenforceability shall not prevent such payment or benefit from
being made or provided in part, to the extent that it would not be in conflict
with or in violation of any state or federal statute, rule or decision or
otherwise invalid or unenforceable, and the maximum payment or benefit that
would not be in conflict with or in violation of any state or federal statute,
rule or decision or otherwise invalid or unenforceable, shall be made or
provided under the Plan.

         15.9     USERRA - Military Service Credit. Notwithstanding any
provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance
with Section 414(u) of the Code.

                                   ARTICLE XVI
                             TOP-HEAVY REQUIREMENTS

         16.1     In General. This Article XVI shall apply only if the Plan is
Top-Heavy, as defined below. If, as of any Determination Date, as defined below,
the Plan is Top-Heavy, the provisions of Section 16.4, below, shall take effect
as of the first day of the Plan Year next following the Determination Date and
shall continue to be in effect until the first day of any subsequent Plan Year
following a Determination Date as of which it is determined that the Plan is no
longer Top-Heavy.

         16.2     Definitions. For purposes of this Article XVI, the following
definitions shall apply, and shall be interpreted in accordance with the
provisions of Section 416 of the Code and the regulations thereunder:

                  (a)  "Aggregation Group" means a group of CenturyTel, Inc.
Plans consisting of each CenturyTel, Inc. Plan in the Required Aggregation Group
and each other CenturyTel, Inc. Plan selected by the Committee for inclusion in
the Aggregation Group that would not, by its inclusion, prevent the group of
CenturyTel, Inc. Plans included in the Aggregation Group from continuing to meet
the requirements of Sections 401(a)(4) and 410 of the Code.

                  (b)  "Average Compensation" means the Participant's average
Compensation, as defined in Section 16.2(c), below, for the period of
consecutive years (not exceeding five) during which the Participant had the
greatest aggregate Compensation from the Company, excluding (i) years ending
before 1984, and (ii) years commencing after the last Top-Heavy Year, and
adjusted, in accordance with Section 416(c)(1)(D)(ii) of the Code, for years not
included in a year of Vesting Service.

                  (c)  "Compensation" means compensation for a calendar year
within the meaning of Section 415 of the Code and the regulations thereunder,
but shall not exceed the annual compensation limit in effect for the calendar
year under Section 401(a)(17) of the Code.

                  (d)  "Determination  Date" means the December 31 immediately
preceding the Plan Year for which the determination is made.

                  (e)  "CenturyTel Plan" means any stock bonus, pension, or
profit-sharing plan of the Company and the Affiliates intended to qualify under
Section 401(a) of the Code.

                  (f)  "Key Employee" means any employee of the Employer who
satisfies the criteria set forth in Section 416(i)(1) of the Code. For purposes
of determining who is a Key Employee, compensation shall mean compensation as
defined in Section 415 of the Code and the regulations thereunder.

                  (g)  "Required Aggregation Group" means a group of one or more
CenturyTel Plans including each CenturyTel Plan in which a Key Employee is a
Participant and each CenturyTel Plan that enables any CenturyTel Plan in which a
Key Employee is a Participant to meet the requirements of Section 401(a)(4) or
410 of the Code.

                  (h)  "Top-Heavy" means that the plan is included in an
Aggregation Group under which, as of the Determination Date, the sum of the
present value of the cumulative accrued benefits for Key Employees under all
defined benefit plans in the Aggregation Group and the aggregate of all accounts
of Key Employees under all defined contribution plans in the Aggregation Group
exceeds sixty percent (60%) of the analogous sum determined for all employees.
The determination of whether the Plan is Top-Heavy shall be made in accordance
with Section 416(g)(2)(B) of the Code and the regulations thereunder.

                  (i)  "Top-Heavy Ratio" means the percentage calculated in
accordance with Section 16.2(h) hereof and Section 416(g)(2) of the Code and the
Regulations thereunder.

                  (j)  "Top-Heavy Year" means a Plan Year for which the Plan is
Top-Heavy.

         Unless otherwise specified herein, other terms in this Article XVI have
the respective meanings ascribed thereto by the other provisions of the Plan.

         16.3     Determination of Top-Heavy Ratio. In determining the Top-Heavy
Ratio with respect to any Plan Year, the following rules shall apply:

                  (a)  The accrued benefit of any current Participant shall be
calculated, as of the most recent valuation date that is within a twelve (12)
month period ending on the Determination Date, as if the Participant had
voluntarily terminated employment as of such valuation date. Such valuation date
shall be the same valuation date used for computing plan costs for purposes of
the minimum funding provisions of Section 412 of the Code. Unless, as of the
valuation date, the Plan provides for a nonproportional subsidy, the present
value of the accrued benefit shall reflect a benefit commencing at age
sixty-five (65) (or attained age, if later). If, as of the valuation date, the
Plan provides for a nonproportional subsidy, the benefit shall be assumed to
commence at the age at which the benefit is most valuable.

                  (b)  The present value of such accrued benefit shall be
calculated by multiplying the accrued benefit by the appropriate factor in the
following table based on the Participant's age as of the Determination Date.

                   Age                 Deferred
                                     Annuity Factor
                                       To Age 65

                   19                  0.36752
                   20                  0.39337
                   21                  0.42104
                   22                  0.45067
                   23                  0.48240
                   24                  0.51637
                   25                  0.55274
                   26                  0.59169
                   27                  0.63340
                   28                  0.67806
                   29                  0.72589
                   30                  0.77713
                   31                  0.83202
                   32                  0.89084
                   33                  0.95388
                   34                  1.02145
                   35                  1.09389
                   36                  1.17156
                   37                  1.25486
                   38                  1.34422
                   39                  1.44010
                   40                  1.54301
                   41                  1.65348
                   42                  1.77212
                   43                  1.89957
                   44                  2.03654
                   45                  2.18380
                   46                  2.34220
                   47                  2.51265
                   48                  2.69619
                   49                  2.89392
                   50                  3.10709
                   51                  3.33707
                   52                  3.58536
                   53                  3.85366
                   54                  4.14383
                   55                  4.45797
                   56                  4.79844
                   57                  5.16786
                   58                  5.56923
                   59                  6.00589
                   60                  6.48169
                   61                  7.00098
                   62                  7.56874
                   63                  8.19069
                   64                  8.87343
                   65                  9.62458
                   66                  9.41000
                   67                  9.19088
                   68                  8.96748
                   69                  8.73999
                   70                  8.50892


                  (c)  The Plan shall be aggregated with all CenturyTel Plans
included in the Aggregation Group.

         16.4     Top-Heavy Minimum Benefits.

                  (a)  In any Top-Heavy Year, each Participant shall be
entitled to the greater of:

                       (i)    the Pension he otherwise is entitled to under the
Plan, or

                       (ii)   an annual benefit that, when expressed as a
         benefit commencing at his Normal Retirement Date (with no ancillary
         benefits), is equal to two percent (2%) of the Participant's Average
         Compensation for each of the Participant's first ten (10) years of
         Credited Service after 1983 during which the Plan is Top-Heavy.

                  The annual benefit described in paragraph (ii), above, shall
         not be adjusted to take into account the availability of preretirement
         death benefits under the Plan.

                  (b)  A Participant who has completed at least three (3) years
of Vesting Service and who is credited with an Hour of Service in a Top-Heavy
Year shall have a nonforfeitable right to his Accrued Benefit.

                  (c)  For each Top-Heavy Year, the Annual Compensation of each
Participant taken into account under the Plan for all Plan Years (including Plan
Years before the first Top-Heavy Year) shall not exceed his Compensation (as
defined in Section 16.2(c)); provided that any benefits accrued before a
Top-Heavy Year (determined without regard to any Plan amendments adopted after
the end of the Plan Year next preceding the Top-Heavy Year) shall not be reduced
as a result of the application of this subsection (c).

                  (d)  The benefit required by Section 16.4(a) and vested
pursuant to the provisions of Section 16.4(b) shall not be forfeitable under
provisions that otherwise would be permitted by Section 411(a)(3)(B) (relating
to suspension of benefits upon reemployment) or 411(a)(3)(D) (relating to
forfeitures upon withdrawal of mandatory contributions) of the Code.

                  (e)  The Plan shall meet the requirements of this Section
16.4 without taking into account, in accordance with Section 416(e) of the
Code, contributions or benefits under Chapter 21 of the Code (relating to the
Federal Insurance Contributions Act), Title II of the Social  Security Act,
or any other federal or state law.

                  (f)  The requirements of this Section 16.4 shall not apply

with  respect to any  employee  included  in a unit of  employees  covered by an
agreement  that the  Secretary  of Labor  finds  to be a  collective  bargaining
agreement between employee  representatives  and one or more Affiliates if there
is evidence that retirement  benefits were the subject of good faith  bargaining
between such employee representatives and the Affiliate.

         16.5     Termination of Top-Heavy Status. If, for any Plan Year after
a Top-Heavy Year, the Plan is no longer Top-Heavy, the provisions of Section
16.4, above, shall not apply with respect to such Plan Year; provided that

                  (a)  the Accrued Benefit of any Participant shall not be
reduced on account of the operation of this Section 16.5;

                  (b)  each Participant shall remain fully vested in any portion
of the Participant's Accrued Benefit that was fully vested before the Plan
ceased to be Top-Heavy; and

                  (c)  any Participant who was a Participant in a Top-Heavy Year
and who has completed at least five (5) years of Vesting Service as of
the first day of the Plan Year in which the Plan is no longer Top-Heavy
may elect to remain subject to the provisions of Section 16.4(b).

         16.6     Interpretation. This Article XVI is intended to satisfy the
requirements imposed by Section 416 of the Code and shall be construed in a
manner that will effectuate this intent. This Article XVI shall not be construed
in a manner that would impose requirements that are more stringent than those
imposed by Section 416 of the Code.

         THUS DONE AND SIGNED, this 31st day of December, 2002.


                                            CENTURYTEL, INC.


                                                /s/ R. Stewart Ewing, Jr.
                                            By:__________________________


</TEXT>
</DOCUMENT>
