THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
NON-QUALIFIED STOCK OPTION AGREEMENT
CENTURY TELEPHONE ENTERPRISES, INC.
1995 INCENTIVE COMPENSATION PLAN
THIS AGREEMENT is entered into as of February 24, 1998 by and between Century Telephone Enterprises,
Inc., a Louisiana corporation ("Century"), and __________ __________ ("Optionee").
WHEREAS Optionee is a key employee of Century or one of its subsidiaries (collectively, the "Company") and
Century considers it desirable and in its best interest that Optionee be given an inducement to acquire a
proprietary interest in Century and an incentive to advance the interests of Century by possessing an option to
purchase shares of the common stock, $1.00 par value per share, of Century (the "Common Stock") under the
Century Telephone Enterprises, Inc. 1995 Incentive Compensation Plan (the "Plan"), which was adopted by the
Compensation Committee of the Board of Directors of Century (the "Committee") on February 19, 1995, ratified
by the Board of Directors of Century on February 21, 1995, and approved by the shareholders at Century's
1995 Annual Meeting of Shareholders;
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
Grant of Option
1.01 Century hereby grants to Optionee effective February 24, 1998 (the "Date of Grant") the right, privilege and
option to purchase ________ shares of Common Stock (the "Option") at an exercise price of $58.625 per
1.02 The Option is a non-qualified stock option and shall not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Time of Exercise
2.01 Subject to the provisions of the Plan and Section 2.02 hereof, the Optionee shall be entitled to exercise the
Option as follows:
The Option shall expire and may not be exercised later than ten years after the Date of Grant.