EXHIBIT 10.3(d)
FIRST AMENDMENT
TO
THE CENTURYTEL, INC.
SUPPLEMENTAL DEFINED BENEFIT PLAN
2008 RESTATEMENT
WHEREAS , Section 18.02 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 CenturyTel, Inc. Supplemental Executive Retirement
Plan (“SERP”) 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; and
WHEREAS , effective February 28, 2008, the Company
adopted the First Amendment to the SERP (“First
Amendment”) to freeze the SERP and provide for the election
of lump sum payments from the SERP in early 2009; and
WHEREAS , some Participants and beneficiaries who are in
pay status did not elect lump sums from the SERP and will continue
to receive annuities; and
WHEREAS , the Board of Directors also approved the
transfer of any annuities payable under the SERP to the Plan;
and
WHEREAS , the Board of Directors has approved changes
regarding the impact of a change of control of the Company on the
Plan.
NOW, THEREFORE , the Plan
is amended effective as of the dates specified below, as
follows:
I.
The following paragraph is added at the end of the Introduction
effective as of December 31, 2008:
Contemporaneously herewith, the
Company has amended the CenturyTel, Inc. Supplemental Executive
Retirement Plan ("SERP"), a plan aggregated with this Plan pursuant
to Treasury Regulation Section 1.409A-1(c)(2), to eliminate any
annuity benefits that the SERP was otherwise scheduled to pay after
December 31, 2008 to Participants in the SERP who did not elect a
lump sum, and to transfer the obligation to pay such annuities to
this Plan. Accordingly, this Plan is amended to increase
the amount of annuity benefits to be paid from this Plan by the
amount of annuity benefits being assumed by it from the SERP after
December 31, 2008.
II.
New Section 2.03A is added effective January 1, 2008, to read as
follows:
2.03A “409A CHANGE
IN CONTROL EVENT” shall mean a Change in Control Event as
defined in Treasury Regulations §1.409A-3(i)(5).
III.
New Section 2.01A is added effective October 24, 2008, to
read as follows:
2.01A
“AFFILIATE” (and variants thereof) shall mean a
person or entity that controls, or is controlled by, or is under
common control with, another specified person or entity, either
directly or indirectly.
IV.
New Section 2.02A is added
effective October 24, 2008, to read as follows:
2.02A
“CAUSE” (a) “Cause” shall
mean:
(i) conviction
of a felony;
(ii) habitual
intoxication during working hours;
(iii) habitual
abuse of or addiction to a controlled dangerous substance;
or
(iv) the
willful and continued failure of the Participant to substantially
perform the Participant’s duties with the Company or its
Affiliates (other than any such failure resulting from incapacity
due to physical or mental illness or the Participant’s
termination of employment for Good Reason) for a period of 15 days
after a written demand for substantial performance is delivered to
the Participant by the Board of Directors of the Company
(“Board”) which specifically identifies the manner in
which the Board believes that the Participant has not substantially
performed the Participant’s duties.
(b) For
purposes of this Section 2.02A, no act or failure to act on the
part of the Participant shall be considered “willful”
unless it is done, or omitted to be done, by the Participant in bad
faith and without reasonable belief that the Participant’s
action or omission was in the best interests of the Company or its
Affiliates. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board
or upon the instructions of a senior officer of the Company or
based upon the advice of counsel for the Company or its Affiliates
shall be conclusively presumed to be done, or omitted to be done,
by the Participant in good faith and in the best interests of the
Company or its Affiliates. Any termination by the
Company or any of its Affiliates of the Participant’s
employment shall not be deemed to be for Cause unless the
Participant’s action or inaction meets the foregoing standard
and until there shall have been delivered to the Participant a copy
of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at a
meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Participant and the
Participant is given an opportunity, together with counsel, to be
heard before the Board), finding that, in the good faith opinion of
the Board, the Participant is guilty of the conduct described in
subparagraph (a) above, and specifying the particulars thereof in
detail.
(c) No
action or inaction shall be deemed the basis for Cause unless the
Participant is terminated therefor within 120 days after such
action or omission is known to the Chief Executive Officer of the
Company.
(d) In
the event that the existence of Cause shall become an issue in any
action or proceeding between the Company and the Participant, the
Company shall, notwithstanding the finding of the Board referenced
above, have the burden of establishing that the actions or
inactions
