AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SUPPLEMENTAL BENEFIT AGREEMENT

This Amendment No. 2 to the Amended and Restated Supplemental Benefit Agreement (the “Agreement”) is made and entered effective as of May 19, 2009 by and between Rural Telephone Finance Cooperative, a District of Columbia cooperative corporation (“RTFC”) and Sheldon C. Petersen (the “Executive”).

WHEREAS, RTFC and the Executive are parties to the Amended and Restated Supplemental Benefit Agreement dated as of December 4, 2006;

WHEREAS, RTFC and the Executive desire to terminate the Agreement and distribute, in its entirety, the account maintained with respect to the Executive pursuant to the Agreement; and

WHEREAS, RTFC and the Executive desire to amend the Agreement to allow the distribution of the account in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained and for other good and valuable consideration, the parties hereby agree as follows:

1.   Section 3 of the Agreement is hereby amended by adding a paragraph to the end of the provision to read as follows:

Notwithstanding the foregoing, the Agreement shall terminate as of the date on which a full distribution of the account maintained with respect to the Executive pursuant to Section 4 of this Agreement is made to the Executive.  RTFC expects that the Agreement shall terminate as a result of the full distribution of the account between May 19, 2010 and May 19, 2011; provided, however, that RTFC shall not make payment if it determines that said payment cannot be made during that period in a manner exempt from taxation under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and in compliance with applicable law.  In t