CENTURY TELEPHONE ENTERPRISES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1994 AMENDMENT AND RESTATEMENT
I. Purpose of the Plan
This Supplemental Executive Retirement Plan (the "Plan") is intended to provide Century Telephone Enterprises,
Inc. (the "Company") and its subsidiaries a method for attracting and retaining key employees; to provide a
method for recognizing the contributions of such personnel; and to promote executive and managerial flexibility,
thereby advancing the interests of the Company and its stockholders. In addition, the Plan is intended to provide
a more adequate level of retirement benefits in combination with the Company's general retirement program.
As used in this Plan, the following terms shall have the meanings indicated, unless the context otherwise specifies
2.01 "ACCRUED BENEFIT", as of a given date, shall mean an amount equal to the basic monthly benefit to
which a Participant is entitled on his Normal Retirement Date in accordance with Section 5.01 using his Average
Monthly Compensation, Estimated Primary Insurance Amount and Credited Service determined as of such given
date, in lieu of the corresponding amounts determined as of his Normal Retirement Date.
2.02 "ACTUARIAL EQUIVALENT" shall mean the amount of pension of a different type or payable at a
different age that has the same value as computed by the Actuary on the basis of interest and mortality tables.
Mortality will be based on the UP84 Mortality Table. The interest rate will be equal to the Pension Benefit
Guaranty Corporation's published interest rate for immediate annuities on the date of pension commencement.
2.03 "AVERAGE MONTHLY COMPENSATION" shall mean the average of the 36 consecutive months'
Compensation of a Participant which produce the highest average out of the last 120 months of employment. No
compensation will be considered during a period of Leave of Absence for purposes of determining Average
2.04 "BOARD OF