THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
AMENDED AND RESTATED
RESTRICTED STOCK AND
PERFORMANCE SHARE AGREEMENT
1995 INCENTIVE COMPENSATION PROGRAM
THIS Amended and Restated Agreement is made as of February 24, 1998, by and between Century Telephone
Enterprises, Inc. ("Century") and ____________ ("Award Recipient").
WHEREAS, Century maintains the 1995 Century Telephone Enterprises, Inc. Incentive Compensation Plan, as
amended (the "Plan"), under which the Incentive Awards Subcommittee of the Compensation Committee of the
Board of Directors of Century (the "Committee") granted the Award Recipient restricted shares (the "Restricted
Stock") of Century's common stock, $1.00 par value per share (the "Common Stock"), and awards in the form
of performance shares (the "Performance Shares") and an agreement (the "Agreement") with respect to such
grant was entered into effective February 24, 1997;
WHEREAS, the Committee wishes to amend the Agreement to provide that Century's performance for purposes
of determining whether the Restricted Stock and the Performance Shares have vested or been earned will be
measured against companies that are more comparable to Century than are those now included in the Value Line
Telecommunications/Other Majors Index.
NOW, THEREFORE, in consideration of the premises, it is agreed that the Agreement shall be amended and
restated in its entirety to read as follows:
AWARD OF SHARES
1.1 Under the terms of the Plan, the Committee hereby awards to the Award Recipient, Time-vested shares of
Restricted Stock that vest on January 1, 2002, if, subject to Section 4 hereof, the Award Recipient remains
employed by Century on that date (the "Time-Vested Restricted Stock").
1.2 Under the terms of the Plan, the Committee also awards to the Award Recipient, Performance-based shares
of Restricted Stock (the "Performance-Based Restricted Stock") and Performanc