NORTH PITTSBURGH TELEPHONE COMPANY RETIREMENT INCOME RESTORATION PLAN AS AMENDED AND RESTATED AS OF JULY 1, 2007

ARTICLE I

TITLE AND EFFECTIVE DATE

1

 

ARTICLE II

 

DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

 

2

 

ARTICLE III

 

ELIGIBILITY

 

4

 

ARTICLE IV

 

RETIREMENT BENEFITS

 

5

 

ARTICLE V

 

DISTRIBUTION

 

7

 

ARTICLE VI

 

BENEFICIARY

 

9

 

ARTICLE VII

 

ADMINISTRATION OF THE RESTORATION PLAN

 

10

 

ARTICLE VIII

 

CLAIMS PROCEDURE

 

11

 

ARTICLE IX

 

NATURE OF COMPANY’S OBLIGATION

 

12

 

ARTICLE X

 

MISCELLANEOUS

 

13

·  

 

The “section 415 Limits” restrict the benefits payable to certain participants in the Retirement Plan.

·  

 

Effective in 1989, the “section 401 Limits” specify a maximum amount of employee compensation that can be taken into account for determining qualified retirement plan benefits.

·  

 

Income deferred by an Executive under the terms of the North Pittsburgh Telephone Company Deferred Compensation Plan reduces the amount of compensation that would otherwise be taken into account in determining benefits under the Company’s Retirement Plan.

·  

 

Compensation recognized under the Retirement Plan does not include bonuses paid under the Company’s Executive Bonus Plan.

·  

 

Additional retirement benefits provided under individual executive employment agreements in the event of termination of employment due to change in control or by reason other than for cause cannot be provided under the Retirement Plan.

 

Interest:

The annual rate of interest on thirty (30) year Treasury Securities in effect for the second month prior to the beginning of the Plan Year in which the distribution will occur.

(a)  

any other additional, special, fringe or supplemental compensation (including amounts deferred under the Deferred Compensation Plan and amounts received under the Executive Bonus Plan);

(b)  

any other nonqualified deferred compensation plan maintained by the Company;

(c)  

for years beginning with 1989, compensation in excess of Internal Revenue Code Section 401(a)(17) Limit; and/or

(d)  

additional compensation or benefits (other than severance payments) under the Executive Employment Agreements upon termination of employment due to change of control or by reason other than for “just or good cause” or “Cause”.

(i)  

the monthly benefit determined by applying the accrued benefit formula found at Section 4.01 of the Retirement Plan without regard to the accrued benefit freeze effective December 31, 2006 using (a) all Monthly Earnings as determined under Section 4.01 of this Restoration Plan in place of the definition of average monthly earnings found in the Retirement Plan; (b) age and service as specified in the Participant’s Executive Employment Agreement or, if the age and service for purposes of this Restoration Plan are not specified in the Executive Employment Agreement, the age and years of service (including years of service after December 31, 2006) the Participant would have attained at the end of the term of the Executive Employment Agreement if (1) the Employee did not separate from service and completed the term and (2) the Employee’s termination of employment was for reasons other than “just or good cause”, “Cause” or retirement or purely voluntary resignation; and (c) adding an additional three years of service for Participants who retire under this Restoration Plan between January 1, 2007 and before April 1, 2008, as described more fully below.  A

(ii)  

the monthly benefit actually received under the Retirement Plan.

(a)  

the Actuarial Equivalent of the gross monthly benefit determined under Section 4.02(i) of this Restoration Plan, payable as a life annuity at the earliest commencement date provided under the Retirement Plan or, if earlier, the earliest commencement date provided under the Executive Employment Agreement.

(b)  

the Actuarial Equivalent of the monthly benefit payable from the Retirement Plan determined in Section 4.02(ii) of this Restoration Plan, payable as a life annuity (Basic Form) at the earliest commencement date provided under the Retirement Plan.

(c)  

The lump sum resulting from (a) minus (b) will be increased by an adjustment factor to recognize the difference in tax treatment between benefits payable from the Restoration Plan and benefits that could have been received from the Retirement Plan.  The adjustment factor will be determined at the beginning of each Plan Year and will apply to distributions to be made during such Plan Year.  For distributions in the Plan Year beginning November 1, 2005, the adjustment factor shall be 41%, as developed in Appendix A.  In subsequent Plan Years, the adjustment factor will be developed in accordance with the calculation algorithm in Appendix A which shall reflect the following:

 

-

Federal, state, Medicare and local tax rates applicable for the calendar year beginning on the January 1 during the Plan Year; and

 

-

the interest rate and mortality assumption specified in Section 2.16 for Actuarial Equivalence during the Plan Year.

(a)  

the Actuarial Equivalent of the gross monthly benefit determined under Section 4.02(i) of this Restoration Plan, payable to the survivor at the earliest

(b)  

the Actuarial Equivalent of the survivor benefit payable from the Retirement Plan determined in Section 4.02(ii) of this Restoration Plan, payable as a life annuity (Basic Form) at the earliest commencement date provided under the Retirement Plan.

 

BY

 

= interest rate for Restoration Plan lump sum