AMENDMENT TO THE
CENTURY TELEPHONE ENTERPRISES, INC.
1995 INCENTIVE COMPENSATION PLAN
WHEREAS, the Century Telephone Enterprises, Inc. 1995 Incentive Compensation Plan (the "Plan") was
adopted by the Compensation Committee of the Board of Directors on February 19, 1995, ratified by the Board
of Directors on February 21, 1995 and approved by the shareholders on May 11, 1995; and
WHEREAS, an amendment to the Plan was adopted by the Compensation Committee of the Board of Directors
on November 20, 1996 and ratified by the Board of Directors on November 21, 1996 to remove restrictions no
longer applicable under recent amendments to Rule 16b-3 under the Securities Exchange Act of 1934 that
(a) relate to the elimination of a six-month holding period applicable to awards granted under the Plan; (b) permit
transfer of stock options and stock appreciation rights for estate planning purposes; and (c) make certain other
changes in order to reflect the terms of Rule 16b-3, as recently amended.
NOW THEREFORE, the Plan is hereby amended as follows:
Section 2.1 is hereby amended to read in its entirety as follows:
2.1 Composition. The Plan shall be administered by the compensation committee of the Board of Directors of
Century, or by a subcommittee of the compensation committee. The committee or subcommittee that administers
the Plan shall hereinafter be referred to as the "Committee". The Committee shall consist of not fewer than two
members of the Board of Directors, each of whom shall (a) qualify as a "non-employee director" under Rule 16b-
3 under the Securities Exchange Act of 1934 (the "1934 Act"), as currently in effect or any successor rule, and
(b) qualify as an "outside director" under Section 162(m) of the Code and the regulations thereunder.
Section 6.3 is hereby amended to read in its entirety as follows:
6.3. Duration and Time for Exercise. Subject to earlier termination as provided in Section 10.4, the term of each
stock option shall be determined by the