AMENDMENT TO THE
CENTURY TELEPHONE ENTERPRISES, INC.
KEY EMPLOYEE INCENTIVE COMPENSATION PLAN
WHEREAS, an amendment to the Century Telephone Enterprises, Inc. Key Employee Incentive Compensation
Plan (the "Plan") was adopted by the Compensation Committee of the Board of Directors on February 22, 2001
and ratified by the Board of Directors on February 28, 2001, to provide that a Participant must generally be
employed by the Company at the time bonus payments become payable to be eligible to receive a bonus, to
provide that a qualifying Participant whose employment terminates due to retirement on or after age fifty-five
(55), death, disability or layoff may be entitled to a full or partial bonus even if employment terminates prior to the
date the bonus payments become payable, to provide for timing of payments to a qualifying Participant, to change
references in the Plan to reflect the current name of the Company, and to make other clarifying amendments
Section 4 of the plan will be revised to read in its entirety as follows:
(a) Participants in the Plan shall be those key employees designated as Participants by the Committee. Except as
otherwise provided in paragraphs (b) or (c), in order to be eligible to receive a bonus under the Plan, a
Participant must be an employee of the Company at the time bonus payments become payable in the ordinary
course to all Participants in accordance with the terms and conditions of the Plan and the procedures of the
Committee, unless this requirement is waived by the Committee under such special circumstances as may be
determined by the Committee.
(b) (i) A Participant who is not employed by the Company at the time bonus payments become payable under
this Plan for a Plan Year may nevertheless be entitled to a full or partial bonus if such Participant is a "Qualifying
Participant" for such Plan Year.
(ii) A "Qualifying Participant" is a Participant whose employment is terminated due to: