CENTURY TELEPHONE ENTERPRISES, INC.
AMENDED AND RESTATED
1983 RESTRICTED STOCK PLAN
1983 RESTRICTED STOCK PLAN, dated as of February 21, 1984, as amended and restated as of
November 16, 1995.
W I T N E S S E T H:
WHEREAS, on February 21, 1984, Century Telephone Enterprises, Inc., a Louisiana corporation (the
"Company") executed a plan providing for awards of restricted stock to key employees on terms and conditions
substantially similar to those set forth herein (the "Original Plan"); and
WHEREAS, the Company wishes to modify the Original Plan to amend and restate the second paragraph of
Section 8 of the Original Plan, as approved by the Compensation Committee of the Company's Board of
Directors on November 16, 1995 and ratified by the full Board as of the same date;
NOW THEREFORE, the Original Plan is hereby amended and restated in its entirety to read as follows:
1. Purpose. The purpose of the 1983 Restricted Stock Plan is to aid Century Telephone Enterprises, Inc. in
securing and retaining key employees of outstanding ability, and to motivate such individuals to exert their best
efforts on behalf of the Company. In addition, the Company expects that it will benefit from the added interest
which such individuals will have in the welfare of the Company as a result of their ownership or increased
ownership of the Company's Common Stock. This Plan may be utilized in conjunction with other short or long
term incentive plans at the discretion of the Board of Directors.
2. Definitions. As used in this Plan, the following terms shall have the meanings indicated:
(a) "Board of Directors" or "Board" shall mean not less than a quorum of the whole Board of Directors of
Century Telephone Enterprises, Inc.
(b) "Committee" shall mean a subcommittee of the Compensation Committee of the Board of Directors as
described in Section 4 of the Plan, or the Board if no Committee has been appointed.
(c) "Common Stock" shall mean the Company's presently authorized shares of Common S