EXHIBIT 10.3(b)
Execution Copy
FIRST AMENDMENT
TO
THE CENTURYTEL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
2008 RESTATEMENT
This First Amendment to the
CenturyTel, Inc. Supplemental Executive Retirement Plan 2008
Restatement is effective February 29, 2008.
WHEREAS , Section 20.02 permits CenturyTel, Inc. (the
“Company”) to amend the Plan; and
WHEREAS , at its meeting on December 19, 2007, the
Compensation Committee recommended to the Board of Directors that
it freeze the Plan as of February 29, 2008 and provide for a lump
sum payment option in early 2009; and,
WHEREAS , on February 26, 2008, the Board of Directors
adopted a resolution approving the Compensation Committee's
recommendation.
NOW, THEREFORE
, the Plan is amended effective
February 29, 2008 as follows:
Add the following paragraphs at the end of the
Introduction:
These amendments make material
modifications to the Grandfathered Plan, resulting in it ceasing to
be grandfathered and becoming subject to Code
§409A. Accordingly, in accordance with Treasury
Regulations §1.409A-6(a)(i), effective February 29, 2008, all
amounts deferred whether before 2005 or after 2004 are governed by
Code §409A and the Plan as amended effective January 1, 2008,
as further amended hereby.
The First Amendment freezes the Plan
effective February 29, 2008 and gives each participant who is
actively employed by an Employer, each retired participant or
survivor currently receiving benefits and each vested terminated
participant not currently receiving benefits (collectively, the
“Participant”) a one-time option to elect to receive a
lump sum amount payable in early 2009 that reflects the present
value of the Participant’s anticipated annuity benefit and an
additional cash payment to assist with the income taxes payable by
the Participant on receipt of the lump sum. If the
Participant does not elect to receive the lump sum, the frozen
benefit will continue to be in the form of an
annuity. Additional years of Benefit Service and
additional years of age are granted under some
circumstances. The election to take a lump sum must be
made by the participant after April 30, 2008 and no later than June
13, 2008. Once the election is made, it is
final.
I.
Add the following sentence at the end of Section
2.01:
"Notwithstanding the above, the
Accrued Benefit of each Participant shall not increase after
February 29, 2008. For Active Participants as of
February 29, 2008, "Accrued Benefit" shall mean the greater of the
following:
1) the basic monthly benefit
as of February 29, 2008 determined in accordance with Section 5.01
based on a Participant's Average Monthly Compensation and Benefit
Service as of February 29, 2008 and his Estimated Social Security
Benefit based on 2008 Social Security Law, or
2) the basic monthly benefit
as of December 31, 2007 determined in accordance with Section 5.01
based on a Participant's Average Monthly Compensation as of
December 31, 2007, Benefit Service as of December 31, 2007 plus 3
years (limited to 25 years), and Estimated Social Security Benefit
based on 2007 Social Security Law.”
II.
Add the following sentence at the end of Section
2.03:
"Notwithstanding the above, Average
Monthly Compensation shall not include Compensation paid to a
Participant after February 29, 2008."
III.
Add the following sentence at the
end of Section 2.04:
"Notwithstanding the above,
employment after February 29, 2008 shall not be included in
determining a Participant’s Benefit Service under Article
IV.”
IV.
Add the following at the end of
Section 2.15:
“Incentive Compensation for
the period January 1, 2008 to February 29, 2008 shall be based on a
Participant's target bonus amount for 2008 under the Company's Key
Employee Incentive Compensation Plan.”
V.
Add Section 3.05 as
follows:
" 3.05
. Notwithstanding anything to the contrary contained in
this Plan, there shall be no new eligible employees or Participants
after February 29, 2008."
VI.
Add Section 4.05 as
follows:
" 4.05
. Notwithstanding anything to the contrary contained in
this Plan, each Participant shall be fully vested in his Accrued
Benefit as of February 29, 2008 and employment with the Employer
after February 29, 2008 shall not be included in determining a
Participant’s Benefit Service."
Add the following at the end of
Section 8.02:
“The Disability benefit of
Participants who become disabled on or after February 29, 2008 will
be equal to the Participant's Accrued Benefit as of February 29,
2008.”
VIII.
Amend Section 9.02 to read as
follows:
“The monthly death benefit
payable under Section 9.01 to the beneficiary of a Participant
shall be equal to (a) less (b) less (c), where:
(a) is 36% of Average Monthly
Compensation.
(b) the amount of Estimated
Social Security Benefit based on the 2008 Social Security
law.
(c) the death benefit attributable to Section
6.1(a)(4) of the Retirement Plan.”
IX.
Amend Section 9.04 to read as
follows:
“ Subject to the provisions of Articles XIV and
XV, the benefit shall commence as of the date on which the
Participant would have reached the Normal Retirement Date
applicable to the Participant, or date of death if later, for
Participants with less than 10 years of Benefit Service at death,
or the benefit shall commence as of the date on which the
Participant would have attained age 55, or date of death if later,
for Participants with more than 10 years of Benefit Service at
death.”
X.
Amend Section 11.02(d) to read as
follows:
“In calculating the Lump Sum
Payment due to any Active Participant under this Section, the
Active Participant's age shall be deemed to equal his actual age
plus 3 years; provided,
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