Attached files
Exhibit 10.1(c)
AMENDMENT
NO. 5
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 desires
to amend the Plan to fully comply with the final Treasury Regulations under
Internal Revenue Code § 415;
WHEREAS, the Company reserved
the right to amend the Plan in Section 12.2 of the Plan and delegated to the
General Counsel of the Company the authority to adopt any amendment or
modification to the Plan that is necessary or appropriate to comply with
applicable laws and regulations;
NOW, THEREFORE, effective
January 1, 2008, the Plan is amended as follows:
I.
The
first sentence of the second paragraph under paragraph (d) of Section 2.14,
Compensation,
is amended to read as follows:
For Plan
Years beginning after December 31, 2001, the annual compensation of each
Participant taken into account in determining allocations for any Plan Year
beginning after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Code Section 401(a)(17)(B) (for
2009, the limit is $245,000).
II.
Paragraph
(a), (b) and (c) of Section 5.7, Limitations on
Pensions, are amended and restated in their entirety to read as
follows:
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5.7
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Limitations
on Pensions.
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(a)
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In
addition to any other limits set forth in the Plan, and notwithstanding
any other provision of the Plan, in no event shall the annual amount of
any retirement benefit payable with respect to a Participant under the
Plan exceed the maximum annual amount permitted by Section 415 of the Code
and the regulations thereunder. The determination in the
preceding sentence shall be made after taking into account the retirement
benefits payable with respect to the Participant under all other defined
benefit plans required to be aggregated with this Plan under Section
415(f)(1)(A) of the Code.
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(b)
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If
the limits imposed by subsection (a) above would otherwise be exceeded
with respect to a Participant, the retirement benefits with respect to the
Participant under the plans described in subsection (a) above shall be
reduced until those limits are satisfied. Reductions shall be
made in reverse chronological order, that is, on a plan-by-plan basis,
beginning with the plan under which the Participant most recently accrued
a benefit or was allocated an annual addition, and ending with the plan
under which the Participant least recently accrued a
benefit. However, in the event of a reduction of benefit from
this Plan, reduction should be in the following sequence: Sections
6.1(a)(1), 6.1(a)(2), 6.1(a)(3), 6.1(a)(4), 6.1(a)(5) and
6.1(a)(6). Reductions under this subsection (a) shall be done
in accordance with the Employee Plans Compliance Resolution System
(EPCRS), Rev. Proc. 2008-50, 2008-35 I.R.B. 464, or such other method(s)
deemed acceptable by the Internal Revenue
Service.
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(c)
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The
limits imposed by subsection (a), above, shall be applied on the basis
of:
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(1)
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the
assumptions described below,
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(i)
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The
mortality table used for purposes of adjusting any benefit or limitation
under Code Section 415(b)(2)(B),(C) or (D) shall be the “applicable
mortality table” prescribed from time-to-time by the Secretary of the
Treasury for purposes of Code Section
417(e).
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(ii)
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The
interest rate used for purposes of adjusting any benefit or limitation
under Code Section 415(b)(2)(B),(C) or (D) except forms of benefit subject
to Section 417(e) of the Code, shall be
5%.
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(iii)
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The
interest rate used to adjust the limitation under Code Section
415(b)(2)(B) of the Code for forms of benefit subject to Section 417(e) of
the Code shall be the “applicable interest rate” under Code Section 417(e)
for years prior to 2004. For 2004 and 2005, the interest rate
shall be 5.5%. For years after 2005 the interest rate shall be
the greater of (i) 5.5% or (ii) the rate that provides a benefit of not
more than 105 percent of the benefit that would be provided if the
applicable interest rate (as defined in Code Section 417(e)) were the
interest rate assumption.
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(iv)
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Other
assumptions set forth in the Treasury Regulations under Code Section
415.
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(2)
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the
definition of compensation in Code Section 415(c)(3) and the Treasury
Regulations thereunder,
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(3)
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any
cost-of-living increase that the Plan is permitted to take into account
under Section 415(d) of the Code,
and
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(4)
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any
applicable transition rules that preserve a Participant’s accrued benefit
under the Plan as of the effective date of the enactment or amendment of
Section 415 of the Code.
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IN WITNESS WHEREOF, the
Company has executed this amendment on this 15th day of September,
2009.
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CENTURYTEL,
INC.
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By:
/s/ Stacey W. Goff
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Name: Stacey
W. Goff
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Title: Executive
Vice-President,
General
Counsel and Secretary
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