AMENDMENT NO. 4 TO THE CENTURYTEL RETIREMENT PLAN

Employee Benefits Plan Agreement

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CENTURYTEL INC | CenturyTel, Inc | Embarq Corporation

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Title: AMENDMENT NO. 4 TO THE CENTURYTEL RETIREMENT PLAN
Date: 8/7/2009
Industry: Communications Services Sector: Services

Exhibit 10.1(c)

AMENDMENT NO. 4

TO THE

CENTURYTEL RETIREMENT PLAN

WHEREAS, the CenturyTel Retirement Plan (“Plan”) was amended and restated by CenturyTel, Inc. (the “Company”) effective December 31, 2006;

WHEREAS , the Company expects to acquire Embarq Corporation (“Embarq”) in a transaction expected to close in the second quarter of 2009 (the “Transaction”);

WHEREAS , the Company intends to keep employees of the Company on the Company’s benefit plans until combined plans for Company and Embarq are effective, and intends to exclude from the CenturyTel plans non-union employees who worked for Embarq prior to the Transaction, but who transfer to a CenturyTel location after the Transaction;

WHEREAS , the Company intends to indemnify its officers, directors, and employees who serve as fiduciaries of the Plan from liability arising from fiduciary conduct performed in connection with the Plan; and

WHEREAS , the Company reserved the right to amend the Plan in Section 12.2 of the Plan.

NOW, THEREFORE, effective as of the execution date shown below, the Plan is amended as follows:

Section 2.22 of the Plan, Employee , is amended to add the following new paragraphs at the end:

The term Employee shall not include any individual who, as of the effective date of the acquisition of Embarq Corporation (“Embarq”) by the Company, was a common law employee of Embarq, but who transfers to a work location of an Employer after such acquisition, if such individual remains on a payroll of Emb

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