EXHIBIT 10.3(b)
SECOND AMENDMENT
TO
THE CENTURYTEL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT
PlAN
2008 RESTATEMENT
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; and
WHEREAS , effective February 28, 2008, the Company
adopted the First Amendment to the Plan (“First
Amendment”) to freeze the Plan and provide for the election
of lump sum payments in early 2009; and
WHEREAS , some Participants and beneficiaries who are in
pay status did not elect lump sums and will continue to receive
annuities; and
WHEREAS , the Board of Directors also approved the
transfer of any annuities to the CenturyTel, Inc. Supplemental
Defined Benefit Plan (“SDBP”); and
WHEREAS , certain technical amendments need to be made
to the Plan.
NOW, THEREFORE
, the Plan is amended effective as
of the dates specified below, as follows:
The following paragraph is added
at the end of the Introduction effective December 31,
2008:
Contemporaneously herewith, the
Company has amended the CenturyTel, Inc. Supplemental Defined
Benefit Plan ("SDBP"), a plan aggregated with this Plan pursuant to
Treasury Regulation Section 1.409A-1(c)(2), to increase its
liabilities and its Accrued Benefits so as to provide the annuity
benefits to Participants who did not elect a lump sum that this
Plan was otherwise scheduled to pay after December 31,
2008. Accordingly, this Plan is amended to reduce the
Accrued Benefit and liability to each such annuitant by the amount
of the annuity benefit to be paid from the SDBP.
II.
The following sentence is added
at the end of Section 2.01 as amended by the First Amendment,
effective December 31, 2008:
Notwithstanding the above, the
Accrued Benefit of each Participant currently receiving annuities
and who will not receive a lump sum shall be decreased by the
amount of the Accrued Benefit liabilities assumed and payable by
the SDBP after December 31, 2008.
Section 2.05A is added effective
January 1, 2008, to read as follows:
2.05A “409A CHANGE IN CONTROL
EVENT” shall
mean a Change in Control Event as defined in Treasury
Regulations §1.409A-3(i)(5).
IV.
Section 10.02 is amended and
completely restated effective January 1, 2008, to read in its
entirety as follows:
10.02 Participant's vested Accrued
Benefit is computed as if it were payable at his Normal Retirement
Date. If a Participant has not completed 10 or more
years of Benefit Service on the date of his termination of
employment, his Vested Accrued Benefit is payable at his Normal
Retirement Date. If a Participant has attained age 55
and has completed 10 or more years of Benefit Service pursuant to
Section 7.01, his benefit shall commence on the first day of the
month coincident with or next following the date of termination of
employment, reduced as provided in Section 7.04, 7.05 or 7.06, as
applicable. If a Participant has completed 10 or more
years of Benefit Service but has not attained age 55 as of the date
of his termination of employment pursuant to Section
7.01, his benefit shall commence on the first day of the month
coincident with or next following the date on which he attains age
55, reduced as provided in Section 7.04, 70.5 or
7.06. The provisions of this Section 10.02 are subject
to the provisions of Articles XIV and XV.
V.
Sections 11.01, 11.03 and 11.04
are amended and completely restated effective January 1, 2008, to
read in their entirety as follows:
11.01 Notwithstanding anything to
the contrary in this Plan or in any applicable law or regulation,
upon the occurrence of a Change in Control (the "Effective Date"),
the Accrued Benefit of each Participant (other than any Participant
whose service as an employee was terminated prior to full vesting
of his Accrued Benefit under Section 10.01) and the b
