exhibit10_15.htm


    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 the event full distribution
of the account is not made during the period described above, the Agreement
shall continue in full force and effect and shall be binding on the parties
hereto, except that no further contributions shall be made to the account under
the Agreement effective May 19, 2009.

     

     

    2. Section 4
of the Agreement is hereby amended by adding two new sentences to the end of the
provision to read as follows:

     

     

    Notwithstanding
the foregoing, effective May 19, 2009 no further contributions shall be made to
the Account and all obligations under the Agreement shall be considered
suspended.  Nonetheless, earnings shall continue to accrue on the
Account until distribution of the Account.

     

     

    3. Section
5.1(a) of the Agreement is hereby amended and restated in its entirety to read
as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        2

      

    

     

    
      	
               
      

            	
              (a)

            	
              RTFC
      shall have the right to terminate the Executive’s service at any time with
      or without “Cause” as defined in Section 5.6.  If, during the
      Term of Service, RTFC terminates the service of the Executive under this
      Section 5 without Cause, the Term of Service shall terminate immediately
      thereafter and within 15 days RTFC will pay to the Executive in a single
      lump sum an amount equal to the Account
balance.

            


    

     

     

    4. The
second sentence of Section 5.2 of the Agreement is hereby amended and restated
in its entirety to read as follows:

     

     

    If during
the Term of Service the Executive terminates his service with RTFC, the Term of
Service shall terminate immediately, and RTFC shall pay the Executive an amount
equal to the Account balance.

     

     

    5. Sections
5.3, 5.4 and 5.5 of the Agreement are hereby amended and restated in their
entirety to read as follows:

     

     

    
      	
               
      

            	
              5.3

            	
              Disability. In
      the event of the termination of the Executive’s service by reason of
      “Disability”, as defined below, during the Term of Service, RTFC shall pay
      the Executive an amount equal to the Account
  balance.

            


    

     

     

    
      	
               
      

            	
              5.4

            	
              Death.  In
      the event of the termination of the Executive’s service by reason of death
      during the Term of Service, RTFC shall pay the Executive’s Designated
      Beneficiary an amount equal to the Account
  balance.

            


    

     

     

    
      	
               
      

            	
              5.5

            	
              Expiration of
      Term.  In the event of the termination of the Executive’s
      service by reason of the completion of the Term of Service without further
      extension as described in Section 3, within 15 days from the expiration of
      the Term of Service RTFC shall pay to the Executive an amount equal to the
      Account balance.

            


    

     

     

    6. Except as
expressly provided herein, the terms and conditions of the Agreement shall
remain in full force and effect and shall be binding on the parties
hereto.

     

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
and year first above written.

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          3

        

      

       

    

     

    RURAL
TELEPHONE FINANCE COOPERATIVE

     

    


     

    By: /s/ BRUCE BOHNSACK

       Bruce
Bohnsack, President

    


     

    


     

    EXECUTIVE

     

    


                                    /s/ SHELDON C. PETERSEN    

      Sheldon C.
Petersen