Exhibit 10.1(a)

AMENDMENT TO THE
CENTURY TELEPHONE ENTERPRISES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

STATE OF LOUISIANA

PARISH OF OUACHITA

BE IT KNOWN, that on this 26 day of January, 1996, before me, a Notary Public, duly commissioned and qualified in and for the Parish of Ouachita, State of Louisiana, therein residing and in the presence of the undersigned witnesses:

PERSONALLY CAME AND APPEARED:

CENTURY TELEPHONE ENTERPRISES, INC., represented herein by its Senior Vice President and Chief Financial Officer, R. Stewart Ewing, Jr., as Settlor and Employer, which hereby executes the following amendment to the Century Telephone Enterprises, Inc. Employee Stock Ownership Plan and Trust, such amendment to be effective November 16, 1995:

Insert the following sentence at the end of Section 7.1:

"Finally, notwithstanding the above vesting schedule, an Employee's right to his or her Account balance shall fully vest and become nonforfeitable automatically upon the occurrence of any of the following events: (i) the acquisition by any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than Employer or any employee benefit plan or related trust or affiliate of Employer or its subsidiaries, of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer's then outstanding securities entitled to vote generally in the election of directors, but not including any acquisition directly from Employer;
(ii) the consummation of a merger, consolidation, reorganization, share exchange, or sale or other disposition of all or substantially all of the assets of Employer unless, immediately thereafter, at least 50% of the outstanding voting power of the surviving or successor corporation, or, if applicable, the parent company thereof (the "Surviving Company"), are owned by Employer's shareholders immediately prior to such time, at least a majority of the directors of the Surviving Company were directors of Employer at the time such transaction was approved, and no person or entity (excluding any employee benefit plan or related trust of Employer or the Surviving Company and any person or entity that was a shareholder of Employer immediately prior to such time) beneficially owns 20% or more of the outstanding voting power of the Surviving Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Employer cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iv) the approval by Employer's shareholders of a complete liquidation or dissolution of Employer."

THUS DONE AND SIGNED on the day first above shown, in the presence of the undersigned competent witnesses, who hereunto sign their names with the said appearer and me, Notary, after reading of the whole.

WITNESSES:                             CENTURY TELEPHONE ENTERPRISES, INC.

/s/ Sandra B. Post                     BY:  /s/   R. Stewart Ewing, Jr.,
- ---------------------                     ------------------------------
                                          R. Stewart Ewing, Jr.,
                                          Senior Vice President and
                                          Chief Financial Officer
/s/ Sherry Bowen
- ---------------------


                      /s/  Kathy Tettleton
                      -----------------------
                           NOTARY PUBLIC

ACCEPTANCE OF AMENDMENT BY TRUSTEE

STATE OF LOUISIANA

PARISH OF OUACHITA

On this 8th day of March, 1996,

BEFORE ME, a Notary Public, and in the presence of the undersigned competent witnesses, personally came and appeared:

REGIONS BANK OF LOUISIANA

which declared that it is appearing herein for the purpose of accepting and it does hereby accept the Amendment to the Century Telephone Enterprises, Inc. Employee Stock Ownership Plan and Trust adopted by the Settlor on January 26, 1996.

THUS DONE AND SIGNED at Monroe, Louisiana, on the date first above written.

WITNESSES:

REGIONS BANK OF LOUISIANA

/s/ Linda G. Foss                           By: /s/ William W. Keith
- ----------------------                          ---------------------
                                                William W. Keith
                                                Executive Vice President

/s/ Bruce F. Jones
- ----------------------
                             /s/ Cathy M. Yelverton
                             -----------------------
                                  NOTARY PUBLIC

Exhibit 10.1(b)

AMENDMENT TO THE
CENTURY TELEPHONE ENTERPRISES, INC.
STOCK BONUS PLAN, PAYSOP AND TRUST

STATE OF LOUISIANA

PARISH OF OUACHITA

BE IT KNOWN, that on this 26 day of January, 1996, before me, a Notary Public, duly commissioned and qualified in and for the Parish of Ouachita, State of Louisiana, therein residing and in the presence of the undersigned witnesses:

PERSONALLY CAME AND APPEARED:

CENTURY TELEPHONE ENTERPRISES, INC., represented herein by its Senior Vice President and Chief Financial Officer, R. Stewart Ewing, Jr., as Settlor and Employer, which hereby executes the following amendment to the Century Telephone Enterprises, Inc. Stock Bonus Plan, PAYSOP and Trust, such amendment to be effective November 16, 1995:

Insert the following sentence at the end of Section 7.1(b):

"Finally, notwithstanding the above vesting schedule, an Employee's right to his or her Account balance shall fully vest and become nonforfeitable automatically upon the occurrence of any of the following events: (i) the acquisition by any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than Employer or any employee benefit plan or related trust or affiliate of Employer or its subsidiaries, of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer's then outstanding securities entitled to vote generally in the election of directors, but not including any acquisition directly from Employer;
(ii) the consummation of a merger, consolidation, reorganization, share exchange, or sale or other disposition of all or substantially all of the assets of Employer unless, immediately thereafter, at least 50% of the outstanding voting power of the surviving or successor corporation, or, if applicable, the parent company thereof (the "Surviving Company"), are owned by Employer's shareholders immediately prior to such time, at least a majority of the directors of the Surviving Company were directors of Employer at the time such transaction was approved, and no person or entity (excluding any employee benefit plan or related trust of Employer or the Surviving Company and any person or entity that was a shareholder of Employer immediately prior to such time) beneficially owns 20% or more of the outstanding voting power of the Surviving Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Employer cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iv) the approval by Employer's shareholders of a complete liquidation or dissolution of Employer."

THUS DONE AND SIGNED on the day first above shown, in the presence of the undersigned competent witnesses, who hereunto sign their names with the said appearer and me, Notary, after reading of the whole.

WITNESSES:                           CENTURY TELEPHONE ENTERPRISES, INC.

/s/ Sandra B. Post                    By: /s/ R. Stewart Ewing, Jr.
- --------------------                      -------------------------
                                          R. Stewart Ewing, Jr.,
                                          Senior Vice President and
                                          Chief Financial Officer
/s/ Sherry Bowen
- --------------------

                               /s/ Kathy Tettleton
                              ---------------------
                                  NOTARY PUBLIC

ACCEPTANCE OF AMENDMENT BY TRUSTEE

STATE OF LOUISIANA

PARISH OF OUACHITA

On this 8th day of March, 1996,

BEFORE ME, a Notary Public, and in the presence of the undersigned competent witnesses, personally came and appeared:

REGIONS BANK OF LOUISIANA

which declared that it is appearing herein for the purpose of accepting and it does hereby accept the Amendment to the Century Telephone Enterprises, Inc. Stock Bonus Plan, PAYSOP and Trust adopted by the Settlor on January 26, 1996.

THUS DONE AND SIGNED at Monroe, Louisiana, on the date first above written.

WITNESSES:                                   REGIONS BANK OF LOUISIANA


/s/ Linda G. Foss                            BY: /s/ William W. Keith
- -------------------                             --------------------------
                                                William W. Keith,
                                                Executive Vice President

/s/ Bruce F. Jones
- -------------------
                             /s/ Cathy M. Yelverton
                           -------------------------
                                  NOTARY PUBLIC

Exhibit 10.1(d)

CENTURY TELEPHONE ENTERPRISES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1995 RESTATEMENT

I. Purpose of the Plan

This Restated 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.

II. Definitions

As used in this Plan, the following terms shall have the meanings indicated, unless the context otherwise specifies or requires:

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 Monthly Compensation.

2.04 "BOARD OF DIRECTORS" shall mean not less than a quorum of the whole Board of Directors of Century Telephone Enterprises, Inc.

2.05 "CHANGE IN CONTROL" shall mean the occurrence of any of the following (i) the acquisition by any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than the Company or any employee benefit plan or related trust or affiliate of the Company or its subsidiaries, of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors, but not including any acquisition directly from the Company; (ii) the consummation of a merger, consolidation, reorganization, share exchange, or sale or other disposition of all or substantially all of the assets of the Company unless, immediately thereafter, at least 50% of the outstanding voting power of the surviving or successor corporation, or, if applicable, the parent company thereof (the "Surviving Company"), are owned by the Company's shareholders immediately prior to such time, at least a majority of the directors of the Surviving Company were directors of the Company at the time such transaction was approved, and no person or entity (excluding any employee benefit plan or related trust of the Company or the Surviving Company and any person or entity that was a shareholder of the Company immediately prior to such time) beneficially owns 20% or more of the outstanding voting power of the Surviving Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iv) the approval by the Company's shareholders of a complete liquidation or dissolution of the Company.

2.06 "COMMITTEE" shall mean three or more members of the Board of Directors as described in Section 14.01 of the Plan, or the Board if no Committee has been appointed.

2.07 "COMPANY" shall mean Century Telephone Enterprises, Inc., any Subsidiary thereof, and any affiliate designated by the Company as a participating employer under this Plan.

2.08 "COMPENSATION" shall mean the sum of a Participant's Salary, determined under Section 2.19 and Incentive Compensation, determined under
Section 2.14, for a particular month.

2.09 "CREDITED SERVICE" shall mean employment for which a Participant is entitled to receive service credit for accrual of benefit and for eligibility for benefits under the Plan in accordance with the provisions of Section 4.01.

2.10 "DISABILITY" shall mean a condition which makes a Participant unable to perform each of the material duties of his regular occupation where he is likely to remain thus incapacitated continuously and permanently.

2.11 "EFFECTIVE DATE" of this Restatement shall be November 16, 1995. Notwithstanding the foregoing, the survivor annuity provided under Article IX hereof shall only apply to Participants who had not retired as of July 1, 1994 and whose date of death was on or after July 1, 1994, and the amendment to the definition of Compensation contained in the 1994 Amendment and Restatement of the Plan shall apply to Compensation paid on or after January 1, 1994. In addition, the benefits provided hereunder for Jim D. Reppond and C. Kenneth Conrad shall be computed without regard to the amendment to the definition of Compensation contained in the 1994 Amendment and Restatement of the Plan and the provision of the survivor annuity referenced in the preceding sentence.

2.12 "EMPLOYER" shall mean Century Telephone Enterprises, Inc., any Subsidiary thereof, and any affiliate designated by the Company as a participating employer under this Plan.

2.13 "ESTIMATED PRIMARY INSURANCE AMOUNT" shall mean the monthly primary insurance amount calculated to be available at age 65 based on the Social Security law in effect on the Participant's Normal Retirement Date or earlier date of termination. The primary insurance amount of a Participant who terminates prior to Normal Retirement Date shall be based on the assumption that the Participant earns no compensation between his termination date and his Normal Retirement Date.

2.14 "INCENTIVE COMPENSATION" shall mean the monthly equivalent of the amount awarded to a Participant under the Company's Key Employee Incentive Compensation Program or other incentive compensation arrangement maintained by the Company, including the amount of any stock award in its cash equivalent at the time of conversion of the award from cash to stock. A Participant's Incentive Compensation shall be determined on a monthly basis by dividing the amount of the Incentive Compensation award by the number of months to which the award relates. Each award of Incentive Compensation shall, for purposes of this Plan, be allocated to the month or months to which the award relates, i.e., that period of time during which the award was earned.

2.15 "LEAVE OF ABSENCE" shall mean any extraordinary absence authorized by the Employer under the Employer's standard personnel practices.

2.16 "NORMAL RETIREMENT DATE" shall mean the first day of the month coincident with or next following a Participant's 65th birthday.

2.17 "PARTICIPANT" shall mean any officer of the Employer who is granted participation in the Plan in accordance with the provisions of Article III.

2.18 "PLAN" shall mean the Century Telephone Enterprises, Inc. Supplemental Executive Retirement Plan, as amended and restated herein.

2.19 "SALARY" shall mean the monthly equivalent of a Participant's annual rate of pay as of the date of determination of benefits hereunder, exclusive, however, of bonus payments, overtime payments, commissions, imputed income on life insurance, vehicle allowances, relocation expenses, severance payments, and any other extra compensation.

2.20 "SUBSIDIARY" shall mean any corporation in which the Company owns, directly or indirectly through subsidiaries, at least fifty percent (50%) of the combined voting power of all classes of stock.

III. Participation

3.01 Any officer who is either one of the key employees of the Company in a position to contribute materially to the continued growth and future financial success of the Company, or one who has made a significant contribution to the Company's operations, thereby meriting special recognition, shall be eligible to participate provided the following requirements are met:

a. The officer is employed on a full-time basis by Century Telephone Enterprises, Inc., any Subsidiary thereof, or any affiliate designated by the Company as a participating employer under this Plan.

b. The officer is compensated for full-time employment by a regular salary;

c. The coverage of the officer is duly approved by the Board of Directors of Century Telephone Enterprises, Inc.

It is intended that participation in this Plan shall be extended only to those officers who are members of a select group of management and highly compensated employees, as determined by the Committee.

3.02 Any officer who is currently a Participant in the Plan shall continue to be a Participant in the Plan as amended and restated.

3.03 Any officer who met the requirements defined in Section 3.01, who was age 60 as of November 21, 1983, and who was employed by the Company on January 1, 1990, will receive benefits equal to the greater of:

a. the benefit determined under this Plan, or

b. a monthly benefit equal to sixty-five percent (65%) of Salary offset by retirement income payable to the individual executive from:

1. Social Security (Primary Insurance Amount only) determined as of date of retirement under the Social Security Act.

2. The Company's Stock Bonus Plan and PAYSOP (in which case the Stock Bonus Plan and PAYSOP accumulation at date of determination will be converted to a monthly annuity on a straight life basis based upon actuarial assumptions with respect to mortality and investment return). The mortality assumptions will be based upon the 1971 Group Annuity Mortality Table. The investment return assumption will reflect current market conditions as measured by the 52-week Treasury bill rate as determined monthly.

3. Benefits payable from any qualified or nonqualified plan attributable to prior employment for those officers who are hired on or after attainment of age 55 (in which case the benefit(s) will be expressed in terms of a monthly annuity on a straight life basis payable at date of retirement).

IV. Credited Service

4.01 A Participant will receive credit for each year of employment, calculated in completed years and months regardless of the number of hours worked. Credited service will include all years of service prior to becoming an officer of the Company, years of service following Normal Retirement Date, and years of service with any Subsidiary or any affiliate designated by the Company as a participating employer under this Plan. In addition, periods of Leave of Absence and periods during which severance pay is provided shall count as periods of service. A fraction of a year of Credited Service will be given for completed months during the year of termination.

4.02 At the discretion of the Board of Directors, service with a predecessor employer may be credited for purposes of this Plan. If such service is credited to a Participant, the benefit payable under this Plan shall be reduced by any benefit payable from the prior employer. The Board of Directors shall make a determination whether service with a predecessor employer will be credited to a Participant prior to the Participant's commencement of participation in this Plan, and such determination, once made, shall be irrevocable. If no determination is made by the Board of Directors prior to a Participant's commencement of participation in this Plan, service with a predecessor employer by such Participant shall not be credited for purposes of this Plan.

V. Normal Retirement

5.01 Except as provided in Section 3.03, the monthly retirement benefit payable to a Participant on his Normal Retirement Date shall be equal to (a) less (b), where:

(a) is 1 1/2% of Average Monthly Compensation multiplied by Credited Service, not greater than 30 years.

(b) is 3 1/3% of Estimated Primary Insurance Amount, multiplied by Credited Service, not greater than 30 years.

5.02 The normal form of payment of a Participant's normal retirement benefit shall be an annuity payable for the life of the Participant.

VI. Late Retirement

6.01 If a Participant remains employed beyond his Normal Retirement Date, his late retirement date will be the first day of the month coincident with or next following his actual date of retirement.

6.02 A Participant's late retirement benefit will be calculated in accordance with Section 5.01, based on his Average Monthly Compensation and Credited Service as of his late retirement date. His Primary Insurance Amount will be computed as of his Normal Retirement Date.

VII. Early Retirement

7.01 A Participant who has attained age 55, and who has completed 15 or more years of service, is eligible for early retirement. An eligible Participant's early retirement date is the first day of the month coincident with or next following the date he terminates employment.

7.02 A Participant's early retirement benefit is 100% of his Accrued Benefit computed as of his early retirement date, payable at his Normal Retirement Date.

7.03 A Participant may elect to receive his early retirement benefit prior to Normal Retirement Date, in which event the benefit payable will be reduced according to the following schedule:

Age at Commencement           Percentage of Accrued Benefit

        55                                  50  %
        56                                  53  %
        57                                  56  %
        58                                  60  %
        59                                  63  %
        60                                  66  %
        61                                  73  %
        62                                  80  %
        63                                  86  %
        64                                  93  %
        65                                 100  %

7.04 The Board of Directors, at its sole discretion, may grant to a Participant 100% of his Accrued Benefit, payable at his early retirement date without such benefit being subject to the reductions set forth in Section 7.03, provided the Participant has met the requirements of Section 7.01.

VIII. Disability

8.01 A Participant who becomes disabled, as defined in Section 2.10, prior to retirement or termination of service will be entitled to a disability benefit computed in accordance with Section 8.02.

8.02 A Participant's disability benefit will be calculated in accordance with Section 5.01 based on (1) his Average Monthly Compensation projected to Normal Retirement Date assuming his Compensation as of the date of his disability remains constant, (2) his projected service to Normal Retirement Date and (3) his Estimated Primary Insurance Amount based on the Social Security law in effect on the date of his disability.

8.03 A Participant's disability benefit will commence at his Normal Retirement Date, and the normal form of benefit payment will be an annuity payable for the life of the Participant.

IX. Death Benefit

9.01 Upon the death of a Participant who is actively employed or on Leave of Absence at the time of his death or who has retired or become disabled prior to the commencement of benefit payments hereunder, a Participant's beneficiary (as determined under Section 9.02) will be entitled to receive a death benefit determined in accordance with Section 9.03.

9.02 The beneficiary of a Participant who is married on the date of his death shall be his spouse. The beneficiary of an unmarried Participant shall be his living children as of his date of death.

9.03 The monthly death benefit payable to the beneficiary of a Participant shall be equal to (a) less (b), where:

(a) is 36% of Average Monthly Compensation projected to his Normal Retirement Date assuming his Compensation as of his date of death remains constant until his Normal Retirement Date.

(b) the amount of primary Social Security benefits received by the beneficiary, or to which the beneficiary may be entitled, as determined by the Committee. The Committee's determination hereunder shall be binding and conclusive.

9.04 The death benefit shall be paid to the surviving spouse, if any, of the Participant for his or her life. If the Participant is unmarried at the date of death, or if the surviving spouse dies subsequent to the Participant's death, the death benefit shall be paid to the Participant's surviving child or children (or legal representative of any minor child) in equal shares. The death benefit payable to a child shall terminate upon the later of the child's attainment of age 19 or age 23, if a full-time student at an accredited educational institution, and such share shall thereafter revert to and be payable equally to the remaining surviving children of the Participant until the interest of each such surviving child has terminated.

9.05 If a Participant has no surviving spouse or children at the date of his or her death, no death benefit shall be paid under this Plan.

X. Termination of Service; Change in Control

10.01 If a Participant terminates service prior to death, disability or retirement, his Accrued Benefit determined under Section 2.01 shall be vested in accordance with the following schedule:

Years of Service                            Vested %
----------------                            --------
  less than 5                                   0%
    5 or more                                 100%

10.02 A Participant's vested Accrued Benefit is payable at his Normal Retiremen Date. A Participant may elect to have his benefit commence prior to age 65 but after age 55 if he meets the service requirements for early retirement pursuant to Section 7.01. If the benefit commences before age 65, the amount of monthly benefit will be reduced according to the schedule set forth in
Section 7.03.

10.03 (a) Notwithstanding anything to the contrary in this Plan or in any applicable law or regulation, upon the earlier of (i) the occurrence of a Change in Control, (ii) the date that any person or entity submits an offer or proposal to the Company that results in or leads to a Change in Control (whether by such person or any other person) or (iii) the date of the public announcement of a Change in Control or an offer, proposal or proxy solicitation that results in or leads to a Change in Control (whether by the person or entity making such announcement or any other person) (the earliest of such dates being hereinafter referred to as the "Effective Date"), the Accrued Benefit of each Participant (other than any Participant whose service as an employee was terminated prior to full vesting of his Accrued Benefit under Section 10.01) and the benefits conferred under this Section shall automatically vest and thereafter may not be adversely affected in any matter without the prior written consent of the Participant. Notwithstanding anything to the contrary in this Plan, upon the occurrence of a Change in Control any Participant who is then employed by Century or its subsidiaries ("Active Participants") shall have an irrevocable right to receive, and the Company shall be irrevocably obligated to pay, a lump sum cash payment in an amount determined pursuant to this Section if the Company or its successor, during a period commencing upon the Effective Date and ending on the third anniversary of the occurrence of the Change in Control, (i) terminates the Active Participant's employment, (ii) reduces the Active Participant's salary in effect immediately prior to the Effective Date, (iii) diminishes the Active Participant's duties, responsibilities or position in the management of the Company or (iv) requires the Active Participant to relocate involuntarily to an office outside of the city in which he performed his services for the Company immediately prior to the Effective Date (each such action being referred to as an "Effective Termination"). The lump sum cash payment payable to Active Participants under this Section (the "Lump Sum Payment") shall be paid on the date of Effective Termination or as soon thereafter as is administratively feasible.

(b) The amount of each Lump Sum Payment shall be determined as follows:

(i) With respect to any Active Participant who, after giving effect to the terms of subsection (b)(iv) below, is eligible as of the date of Effective Termination to receive benefits under Articles V or VI of this Plan, the Lump Sum Payment shall equal the Present Value (as defined below) of the stream of payments to which such participant would have otherwise been entitled to receive immediately upon Effective Termination in accordance with Articles V or VI of this Plan (assuming such benefits are paid in the form of a lifetime annuity), based upon such participant's Average Monthly Compensation, Estimated Primary Insurance Amount and Credited Service as of the date of Effective Termination, without giving effect to any salary reductions that gave rise to such Effective Termination, but after giving effect to the terms of subsection
(b)(iv) below.

(ii) With respect to any Active Participant who, after giving effect to the terms of subsection (b)(iv) below, is not eligible as of the date of Effective Termination to receive benefits under Articles V, VI or VII of this Plan, the Lump Sum Payment shall equal the product of (A) the Present Value, calculated as of age 65, of the stream of payments to which such participant would have otherwise been entitled to receive at age 65 in accordance with the terms of this Plan based on the same assumptions and terms set forth in subsection (b)(i) above, multiplied times (B) such discount factor as is necessary to reduce the amount determined under subsection (b)(ii)(A) above to its Present Value, it being understood that in calculating such discount factor, no discount shall be applied to reflect the possibility that such participant may die prior to attaining age 65.

(iii) With respect to any Active Participant who, after giving effect to the terms of subsection (b)(iv) below, is eligible as of the date of Effective Termination to receive benefits under Article VII of the Plan, the Lump Sum Payment shall equal the greater of (A) the Present Value of the stream of payments to which such participant would have otherwise been entitled to receive immediately upon Effective Termination in accordance with Article VII of this Plan, based upon the assumptions and terms set forth in subsection
(b)(i) above, or (B) the Present Value, calculated as of age 65, of the stream of payments to which such participant would otherwise be entitled to receive at age 65 in accordance with this Plan, determined in the same manner and subject to the same assumptions and terms set forth in subsection (b)(ii) above.

(iv) In calculating the Lump Sum Payment due to any Active Participant under this Section, the number of years of Credited Service of the Active Participant shall be deemed to equal the number of years determinable under the other sections of this Plan plus three years and the Active Participant's age shall be deemed to equal his actual age plus three years; provided, however, that in no event shall the provisions of this subsection be applicable if the application thereof will reduce the Active Participant's Lump Sum Payment from the amount that would otherwise be payable with the addition of less than three years of service, age or both.

(v) As used in this Section with respect to any amount, the "Present Value" of such amount shall mean the discounted value of such amount that is determined by making customary present value calculations in accordance with generally accepted actuarial principles, provided that (A) the discount interest rate applied in connection therewith shall equal the interest rate quoted by the Bloomberg Municipal AAA General Obligation 5-Year Index (as of the close of business on the first business day of the calendar quarter in which such present value calculations are made) or, in the event such index is no longer published, any similar index for comparable municipal securities and (B) the mortality tables applied in connection therewith shall be "1983 Group Annuity Mortality Table (50% male/50% female)" as prescribed by the Pension Benefit Guaranty Corporation or any successor table prescribed by such organization.

(c) Notwithstanding anything to the contrary in this Plan, upon the sooner of the occurrence of a Change in Control or the approval by the Board of Directors of the Company of any Change in Control, the Company shall promptly consult with each Participant who has already begun to receive periodic payments under this Plan ("Retired Participants") and, following such consultations, the Company shall have the option with respect to each Retired Participant to (i) confirm in writing its obligation to continue to provide to such Retired Participant all benefits hereunder in the same manner provided prior to the Change in Control or (ii) make a lump sum cash payment in an amount equal to the Present Value of the participant's future stream of payments which would otherwise be payable under this Plan. If the Company elects to furnish any Retired Participant with a lump sum cash payment, the Company shall offer to assist such participant in purchasing at such participant's cost an annuity for the benefit of such participant.

(d) Notwithstanding anything to the contrary in this Plan, upon the occurrence of Change in Control, any Participant (other than a Retired Participant) who is then a former employee of Century or its subsidiaries whose Accrued Benefit is vested under Section 10.01 ("Inactive Participants") shall have an irrevocable and unconditional right to receive, and the Company shall be irrevocably and unconditionally obligated to pay, a lump sum payment in an amount determined in the manner provided in subsection (b)(ii) or (iii), as applicable; provided, however, that no Inactive Participant will be entitled to the benefits of subsection (b)(iv).

XI. Form of Benefit Payment

11.01 The normal form of benefit payment is a monthly lifetime annuity, payable in accordance with the Company's standard payroll practices.

11.02 A Participant may, prior to commencement of participation in the Plan, elect an optional form of payment which is the Actuarial Equivalent of a Participant's basic monthly pension, as follows:

Option 1: A reduced monthly pension payable for the lifetime of the Participant with a minimum of sixty (60) monthly payments guaranteed.

Option 2: A reduced monthly pension payable for the lifetime of the Participant with a minimum of one hundred twenty (120) monthly payments guaranteed.

Option 3: A reduced monthly pension payable for the lifetime of the Participant with a minimum of one hundred eighty (180) monthly payments guaranteed.

Option 4: A reduced monthly pension, payable to the Participant for the life of the Participant, with monthly payments of one-half (1/2) the reduced amount that was payable monthly to the Participant payable after the Participant's death for the life of the Participant's spouse.

Option 5: A reduced monthly pension payable to the Participant for the life of the Participant, with reduced monthly payments of two thirds (2/3) of the reduced amount that was payable monthly to the Participant payable after the Participant's death for the life of the Participant's spouse.

Option 6: A reduced monthly pension payable to the Participant for the life of the Participant, with reduced monthly payments of three fourths (3/4) of the reduced amount that was payable monthly to the Participant payable after the Participant's death for the life of the Participant's spouse.

Option 7: A reduced monthly pension payable to the Participant for the life of the Participant, with the same monthly pension payable after the Participant's death for the life of the Participant's spouse.

11.03 If a Participant does not elect an optional form of benefit payment under Section 11.02 prior to the commencement of participation in the Plan, such Participant's benefits shall be paid in the normal form provided in
Section 11.01.

XII. Reemployment of Participants

12.01 If a Participant retires or otherwise terminates employment with the Employer and such Participant is reemployed by the Employer, his entitlement to any benefits will be determined on the basis of the provisions of the Plan in effect on his subsequent termination date. The benefit will be based on the Average Monthly Compensation, Estimated Primary Insurance Amount and Credited Service as of the date of subsequent termination, taking into account all Credited Service prior to the Participant's reemployment date. For purposes of calculating Average Monthly Compensation, the average of the 36 consecutive months' Compensation which produce the highest average out of the last 120 months of employment will be considered, without regard to the break in service.

12.02 If a Participant is reemployed after benefit commencement, the payment of any benefit to such Participant under the Plan on account of his retirement or severance shall be suspended by reason of such reemployment. The amount of his benefit at his subsequent termination will be calculated in accordance with Section 12.01 but reduced by the Actuarial Equivalent of any benefit payments received prior to subsequent termination.

12.03 The form of monthly benefit payment upon subsequent termination shall be the form of payment that was in effect prior to reemployment. If the Participant was married at the time of benefit commencement, and if the Participant's spouse dies prior to subsequent commencement of benefit payments, such form of payment shall remain applicable (as though he were married to his deceased spouse) with no further payments upon his death.

XIII. Additional Restrictions on Benefit Payments

13.01 In no event will there be a duplication of benefits payable under the Plan because of employment by more than one participating Employer.

XIV. Administration and Interpretation

14.01 The Plan shall be administered by the Board of Directors through a Committee which shall consist of three or more members of the Board of Directors of the Company. No individual who is or has ever been a member of the Committee shall be eligible to be designated as a participant or receive payments under this Plan. The Committee shall have full power and authority to interpret and administer the Plan and, subject to the provisions herein set forth, to prescribe, amend and rescind rules and regulations and make all other determinations necessary or desirable for the administration of the Plan. The Board may from time to time appoint additional members of the Committee or remove members and appoint new members in substitution for those previously appointed and to fill vacancies however caused.

14.02 The decision of the Committee relating to any question concerning or involving the interpretation or administration of the Plan shall be final and conclusive, and nothing in the Plan shall be deemed to give any employee any right to participate in the Plan, except to such extent, if any, as the Committee may have determined or approved pursuant to the provisions of the Plan.

XV. Nature of the Plan

Benefits under the Plan shall generally be payable by the Company from its own funds, and such benefits shall not (i) impose any obligation upon the trust(s) of the other employee benefit programs of the Company; (ii) be paid from such trust(s); nor (iii) have any effect whatsoever upon the amount or payment of benefits under the other employee benefit programs of the Company. Participants have only an unsecured right to receive benefits under the Plan from the Company as general creditors of the Company. The Company may deposit amounts in the Century Telephone Enterprises, Inc. Supplemental Executive Retirement Trust (the "Trust") established by the Company for the purpose of funding the Company's obligations under the Plan. Participants and their beneficiaries, however, have no secured interest or special claim to the assets of the Trust, and the assets of the Trust shall be subject to the payment of claims of general creditors of the Company upon the insolvency or bankruptcy of the Company, as provided in the Trust.

XVI. Employment Relationship

An employee shall be considered to be in the employment of the Company and its subsidiaries as long as he remains an employee of either the Company, any Subsidiary of the Company, or any corporation to which substantially all of the assets and business of the Company are transferred. Nothing in the adoption of this Plan nor the designation of any Participant shall confer on any employee the right to continued employment by the Company or a Subsidiary of the Company, or affect in any way the right of the Company or such Subsidiary to terminate his employment at any time. Any question as to whether and when there has been a termination of an employee's employment, and the cause, notice or other circumstances of such termination, shall be determined by the Board, and its determination shall be final.

XVII. Amendment and Termination of Plan

The Board of Directors of the Company in its sole discretion may terminate the Plan at any time, and shall have the right to alter or amend the Plan or any part thereof from time to time, except that the Board of Directors shall not terminate the Plan or make any alteration or amendment thereto which would impair any rights or benefits of a Participant previously accrued.

XVIII. Binding Effect

This Plan shall be binding on the Company, each Subsidiary, and any affiliate designated by the Company as a participating employer under this Plan, the successors and assigns thereof, and any entity to which substantially all of the assets or business of the Company, a Subsidiary, or a participating affiliate are transferred.

XIX. Reimbursement to Participants

The Company shall reimburse any Participant, or beneficiary thereof, for all expenses, including attorney's fees, actually and reasonably incurred by the Participant or beneficiary in any proceeding to enforce any of their rights under this Plan.

XX. Construction

The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular may indicate the plural, unless the context clearly indicates the contrary. The words "hereof", "herein", "hereunder" and other similar compounds of the word "here" shall, unless otherwise specifically stated, mean and refer to the entire Plan, not to any particular provision or Section. Article and Section headings are included for convenience of reference and are not intended to add to, or subtract from, the terms of the Plan.

IN WITNESS WHEREOF, Century Telephone Enterprises, Inc. has executed this restated Plan in its corporate name and its corporate seal to be hereunto affixed this 26 day of January, 1996.

ATTEST:                                  CENTURY TELEPHONE ENTERPRISES, INC.

/s/ Sandra B. Post                       By:   /s/ R. Stewart Ewing, Jr.
- ------------------------                    --------------------------------
                                             R. Stewart Ewing, Jr.
                                             Senior Vice President and
                                             Chief Financial Officer

Exhibit 10.1(e)

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 Stock as this definition may be modified as provided in Section 7 of the Plan.

(d) "Company" shall mean Century Telephone Enterprises, Inc. and its subsidiaries.

(e) "Normal Retirement Date" shall be the first of the month following or coincident with a Participant's 65th birthday or such other earlier date as approved by the Board of Directors upon request of a Participant.

(f) "Participant" shall mean any person who is employed by the Company on a full-time basis, is compensated for such employment by a regular salary, and in the opinion of the Committee is either one of the key employees of the Company in a position to contribute materially to the continued growth and development and future financial success of the Company or one who has made a significant contribution to the Company's operations, thereby meriting special recognition. The Participant shall be designated by the Committee as belonging to Tier I, Tier II, Tier III or Tier IV.

(g) "Plan" shall mean the Century Telephone Enterprises, Inc. 1983 Restricted Stock Plan.

(h) "Subsidiary" shall mean any corporation in which the Company owns, directly or indirectly through subsidiaries, at least fifty percent (50%) of the combined voting power of all classes of stock.

3. Stock Subject to the Plan. The maximum number of shares of Common Stock which may be awarded under the Plan shall not exceed an aggregate of 250,000 shares. All such stock shall be shares of Common Stock which have been authorized but unissued or treasury shares. Shares of stock awarded under the Plan and later reacquired by the Company pursuant to the Plan shall again become available for awards under the Plan.

4. Administration. The Plan shall be administered by the Board of Directors, through a subcommittee of the Compensation Committee consisting of three or more members of the Board who are not eligible to receive restricted stock awards under the Plan. The Board may from time to time appoint additional members of the Committee or remove members and appoint new members in substitution for those previously appointed and to fill vacancies however caused.

Subject to the provisions of the Plan, the Committee shall have exclusive power to select the employees to whom shares of Common Stock will be awarded under the Plan, to determine the number of shares to be awarded to each employee selected, and to determine the time or times when shares will be awarded. The Committee shall have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as the Committee deems necessary or advisable. The Committee's interpretations of the Plan, and all determinations made by the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. A majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all members of the Committee shall be deemed the action of the Committee.

5. Eligibility. The individuals who shall be eligible to participate in the Plan shall be any full-time employee of the Company.

6. Grant of Shares. The eligible Employees who shall receive shares of Common Stock under the Plan, the number of shares to be received by each such employee, and, subject to the provisions of Section 7, the conditions under which such shares must be returned to the Company, shall be determined by the Committee.

7. Terms and Conditions of Awards. All shares of Common Stock awarded to Participants under this Plan shall be subject to the following terms and conditions, and to such other terms and conditions not inconsistent with the Plan as shall be contained in the Agreement referred to in Section 7(e).

(a) At the time of the award there shall be established for each Participant a "Restriction Period" which shall be a specific period of time to be determined by the Committee. Shares of stock awarded to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered, except as hereinafter provided, during the Restriction Period. At the time of an award of restricted shares to a Participant, the Board may also provided for the Restriction Period to lapse according to the terms designated by the Committee. Except for such restrictions on transfer, the Participant as owner of such shares shall have all the rights of a shareholder of Common Stock, including but not limited to the right to receive all dividends paid on such shares, subject to the provisions of Section 8, and the right to vote such shares.

(b) If a Participant ceases to be a full-time employee of the Company for any reason other than (i) death, (ii) disability, or (iii) retirement on or after a Participant's Normal Retirement Date, all shares of stock theretofore awarded to him which are still subject to the restrictions imposed by Section 7(a) shall upon such termination of employment be forfeited and returned to the Company, provided, however, that in the event employment is terminated by retirement at the request of the Company or by action of the Company without cause, the Committee may, but need not, determine that some or all of the shares shall be free of restrictions and shall not be forfeited.

(c) If a Participant ceases to be an employee of the Company and its subsidiaries by reason of death, disability, or retirement on or after Normal Retirement Date, the restrictions imposed by Section 7(a) shall lapse with respect to the shares theretofore awarded.

(d) Each certificate issued in respect of shares awarded under the Plan shall be registered in the name of the Participant and deposited by him, together with a stock power endorsed in blank, with the Company and shall bear the following legend:

"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the 1983 Restricted Stock Plan for Century Telephone Enterprises, Inc., and an Agreement entered into between the registered owner and Century Telephone Enterprises, Inc. Copies of such Plan and Agreement are on file in the office of the Secretary of Century Telephone Enterprises, Inc., Monroe, Louisiana."

(e) The Participant shall enter into an Agreement with the Company in a form specified by the Committee agreeing to the terms and conditions of the award and such other matters, including compliance with applicable Federal and State Securities Laws, and methods of withholding required taxes, as the Committee shall in its sole discretion determine.

(f) At the expiration of the Restriction Period imposed pursuant to Section 7(a), the Company shall redeliver to the Participant, or his legal representative, the shares deposited with it pursuant to Section 7(d).

8. Changes in Capitalization. In the event there is a change in classification of, or subdivision or combination of, or stock dividend on the outstanding Common Stock of the Company, the maximum aggregate number and class of shares as to which awards may be granted under the Plan shall be appropriately adjusted by the Committee whose determination shall be conclusive. Any shares of Common Stock or other securities or assets (other than ordinary cash dividends) received by a Participant with respect to shares awarded to him which are still subject to the restrictions imposed pursuant to Section 7(a) will be subject to the same restrictions and shall be deposited by the Participant with the Company.

Upon the occurrence of a Change in Control (as defined below), all restrictions imposed pursuant to Section 7(a) with respect to any outstanding award hereunder shall automatically lapse. A Change in Control shall mean the occurrence of any of the following events: (i) the acquisition by any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than the Company or any employee benefit plan or related trust or affiliate of the Company or its subsidiaries, of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors, but not including any acquisition directly from the Company; (ii) the consummation of a merger, consolidation, reorganization, share exchange, or sale or other disposition of all or substantially all of the assets of the Company unless, immediately thereafter, at least 50% of the outstanding voting power of the surviving or successor corporation, or, if applicable, the parent company thereof (the "Surviving Company"), are owned by the Company's shareholders immediately prior to such time, at least a majority of the directors of the Surviving Company were directors of the Company at the time such transaction was approved, and no person or entity (excluding any employee benefit plan or related trust of the Company or the Surviving Company and any person or entity that was a shareholder of the Company immediately prior to such time) beneficially owns 20% or more of the outstanding voting power of the Surviving Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iv) the approval by the Company's shareholders of a complete liquidation or dissolution of the Company.

9. Amendment or Termination. The Board may from time to time alter, amend, suspend or discontinue the Plan, except that no alteration or amendment shall, without the approval of a majority of the stockholders of the Company and entitled to vote at a duly called stockholders' meeting increase the total number of shares which may be awarded under the Plan, except as provided in
Section 8, or change the standards of eligibility of employees eligible to participate in the Plan. No such amendment or modification shall, however, adversely affect, without his written consent, any employee with respect to stock already awarded to him.

10. Choice of Law. The place of administration of the Plan shall be within the State of Louisiana and the validity, interpretation and administration of the Plan and of any rules, regulations, determinations or decisions made thereunder shall be determined exclusively in accordance with the laws of the State of Louisiana. Without limiting the generality of the foregoing, the period within which any action in connection with the Plan must be commenced shall be governed by the laws of the State of Louisiana, without regard to the place where the act or omission complained of took place, the residence of any party to such action or the place where the action may be brought.

11. Withholding of Taxes. Participant shall advise the Company within 30 days of written notification of the stock award whether Participant wishes to be taxed at the time of grant or at the time the Restriction Period expires. At the time the Participant elects to be taxed, Participant shall advise the Company whether it shall withhold from regular compensation the amount of applicable taxes or Participant shall pay the Company the amount of Federal tax required to be withheld.

IN WITNESS WHEREOF, this instrument has been executed as of the date and year first above written.

CENTURY TELEPHONE ENTERPRISES, INC.

By:       /s/ Glen F. Post, III
    ----------------------------------
          Glen F. Post, III
     Vice Chairman, President and
        Chief Executive Officer

Exhibit 10.1(f)

CENTURY TELEPHONE ENTERPRISES, INC.
AMENDED AND RESTATED
KEY EMPLOYEE INCENTIVE COMPENSATION PLAN

KEY EMPLOYEE INCENTIVE COMPENSATION PLAN, effective as of January 1, 1984, as amended and restated as of November 16, 1995.

W I T N E S S E T H:

WHEREAS, effective January 1, 1984, Century Telephone Enterprises, Inc., a Louisiana corporation (the "Company") executed an agreement providing for incentive bonuses for valued key employees on terms and conditions substantially similar to those set forth herein (the "Original Plan"); and

WHEREAS, the Company wishes to amend and restate the Original Plan to add a new Section 15 thereto, 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 this Key Employee Incentive Compensation Plan is to advance the interests of the Company by strengthening, through the use of incentive bonuses, the ability of the Company to attract and retain valued key employees upon whose judgment, initiative and efforts the successful conduct and development of the Company depends.

2. Definitions. The following definitions shall be utilized in administering the Plan:

(a) "Board of Directors" or "Board" shall mean the Board of Directors of Century Telephone Enterprises, Inc.

(b) "Committee" shall mean a subcommittee of the Compensation Committee made up of members of the Board of Directors who are not participants in this Plan.

(c) "Company" shall mean Century Telephone Enterprises, Inc. and its subsidiaries.

(d) "Incentive Pool" shall mean the amount available with respect to each Plan Year from which awards are made for each such Plan Year.

(e) "Maximum Bonus Opportunity" shall mean an amount equal to the maximum percentage of the Participant's base salary which may be paid to the Participant as a bonus award subject to performance criteria as determined by the Committee from time to time.

(f) "Participant" shall mean any person who is employed by the Company on a full-time basis, is compensated for such employment by a regular salary, and in the opinion of the Committee is either one of the key employees of the Company in a position to contribute materially to the continued growth and development and future financial success of the Company or one who has made a significant contribution to the Company's operations, thereby meriting special recognition. The Participant shall be designated by the Committee as belonging to Tier I, Tier II, Tier III or Tier IV.

(g) "Plan" shall mean the Century Telephone Enterprises, Inc. Key Employee Incentive Plan.

(h) "Plan Year" shall mean the fiscal year of the Company which is currently January 1 to December 31.

(i) "Targeted Bonus Opportunity" shall mean an amount equal to the targeted percentage of the Participant's base salary which may be paid to the Participant as a bonus award, subject to performance criteria as determined by the Committee from time to time.

(j) "Termination Date" shall mean the date of a Participant's severance from employment with the Company by death, disability, resignation, discharge or other termination of employment.

(k) "Subsidiary" shall mean any corporation in which the Company owns directly, or indirectly through a subsidiary or subsidiaries, at least fifty percent (50%) of the combined voting power of all classes of stock.

3. Administration. The Committee shall have authority to establish the following procedures for the administration of the Plan:

(a) Establish, review and amend performance goals;
(b) Determine the maximum amount of the Incentive Pool, subject to Section 5 herein;
(c) Determine the amounts of Targeted and Maximum Bonus Opportunity, subject to Section 6 herein; and
(d) Establish regulations for the administration of the Plan, interpret the Plan, and make all determinations deemed necessary for the administration of the Plan.

The Committee's interpretations of the terms and provisions of this Plan shall be final and conclusive, and it shall have the power and duty to construe the Plan in a manner necessary to carry out its purposes.

No member of the Committee or of the Board of Directors as a whole shall be liable to any person for any action taken or omitted in connection with the interpretation or administration of the Plan.

All expenses of administration of the Plan shall be borne by the Company, and no part thereof shall be charged against the awards payable to the Plan Participants.

4. Participation. Participants in the Plan shall be those key employees designated as Participants by the Committee. In order to receive an award, the Participant must be an employee of the Company at the time the bonus payment is made. However, this requirement may be waived by the Committee in situations such as death, disability, retirement or other cases as determined by the Committee.

5. Incentive Bonus Opportunity. The amounts of the Targeted and the Maximum Bonus Opportunity for each Participant in Tier I, Tier II, Tier III and Tier IV respectively shall be based upon a formula or formulas determined by the Compensation Committee on an annual basis and shall be defined as a percentage of base salary for each Participant.

6. Maximum Amount Available for Awards. Promptly after the end of each Plan Year, the amount of the Incentive Pool shall be determined by the Compensation Committee, based upon the predetermined formula or formulas subject, however, to the right of the Board of Directors to reduce the amount of the Incentive Pool in its sole discretion. The bonus awards shall not be distributed until the amounts of the Incentive Pool and the Plan Participants are determined, and the Committee has authorized payment of the bonus awards provided that if the Board of Directors has reduced the Incentive Pool, awards will be reduced proportionately.

7. Allocation of Incentive Bonus Fund. The Committee shall in its sole discretion award bonuses within the predetermined maximum limits to Participants from the Incentive Pool. The Committee, subject to approval of the Board of Directors, shall determine each year whether the value of the award will be paid in cash, common stock, or a combination thereof. If payment of the award is partially or totally in the form of Common Stock, the Committee, at its discretion, may utilize shares of stock allocated to the 1983 Restricted Stock Plan. Any such stock payments shall be subject to the provisions of the Restricted Stock Plan and an individual award agreement between the Company and the Participant.

8. Termination of Employment. In the event a Participant's employment with the Company is severed by normal retirement, early retirement (with Company's permission), permanent disability, or death, the Participant or his beneficiary shall receive the award, payable in cash, as earned for the en- tire Plan Year in which the retirement, permanent disability or death occurred. In the event of death, the award shall be paid by the Company to the beneficiary designated by the Participant, or if the Participant has failed to make such designation, then to the personal representative of the Participant's estate. Any Participant whose employment is terminated for any reason other than normal retirement, early retirement (with Company's permission), permanent disability, or death during the Plan Year shall not receive an award for that Plan Year.

9. Forfeiture of Benefits. In the event a Participant is discharged by the Company for cause, including, without limitation, fraud, embezzlement, theft, commission of a felony, proven dishonesty or other unethical behavior, or disclosure of trade secrets of the Company, then the amount of any benefit provided under this Plan to which the Participant would otherwise be entitled shall be forfeited. The decision of the Board as to the cause of a former Participant's discharge shall be final. No decision of the Board, however, shall affect finality of the discharge of such Participant by the Company in any manner.

10. Assignments and Transfers. A Participant shall not assign, encumber, or transfer his rights and interests under the Plan, and any attempt to do so shall render those rights and interests null and void.

11. Employee Rights Under the Plan. Nothing in this Plan shall be construed to:

(a) Give any employee of the Company any claim or right to be granted an award under this Plan;
(b) Limit in any way the right of the Company to terminate a Participant's employment with the Company at any time; or
(c) Be evidence of any agreement or understanding, express or implied, that the Company will employ a Participant in any particular position or at any particular rate of remuneration.

12. Amendment and Termination. The Board of Directors may amend, suspend or terminate the Plan at any time. Any amendment or termination of the Plan shall not, however, affect the right of any Participant to receive the award payments earned in the current Plan Year or any unpaid awards under the Plan authorized and communicated to Participants prior to the date of such amendment or termination.

13. Withholding of Taxes. The Company shall deduct from the amount of all benefits paid under the Plan any taxes required to be withheld by the Federal or any State or local government.

14. Effective Date and Term of Plan. The effective date of this Plan is January 1, 1984, and the effective date of this Amendment and Restate- ment is November 16, 1995. The Plan shall consist of individual calendar year Plans, one of which will commence January 1, 1984 (the 1984 Plan), and every consecutive January 1 thereafter during the continuance of the Plan.The Plan shall continue until terminated by the Board of Directors as provided herein.

15. Change in Control. Notwithstanding any other provision hereof, upon a Change in Control (as defined below), the Plan Year shall be deemed to end on the date the Change in Control occurs (the "Change in Control Date") and the Committee (notwithstanding any removal or attempted removal of some or all of the members thereof as directors or committee members) shall review the Company's performance through the Change of Control Date and, after annualizing such performance to the extent necessary or appropriate, determine the extent to which the performance goals were met with respect to such Plan Year, in which event all awards payable under this Plan with respect to such Plan Year (along with any unpaid awards under this Plan relating to any prior Plan Year) shall be payable in accordance with past practice in full in cash, without any offset or reduction, to the same extent as if no Change in Control had occurred. A Change in Control shall mean the occurrence of any of the following events: (i) the acquisition by any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than the Company or any employee benefit plan or related trust or affiliate of the Company or its subsidiaries, of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors, but not including any acquisition directly from the Company; (ii) the consummation of a merger, consolidation, reorganization, share exchange, or sale or other disposition of all or substantially all of the assets of the Company unless, immediately thereafter, at least 50% of the outstanding voting power of the surviving or successor corporation, or, if applicable, the parent company thereof (the "Surviving Company"), are owned by the Company's shareholders immediately prior to such time, at least a majority of the directors of the Surviving Company were directors of the Company at the time such transaction was approved, and no person or entity (excluding any employee benefit plan or related trust of the Company or the Surviving Company and any person or entity that was a shareholder of the Company immediately prior to such time) beneficially owns 20% or more of the outstanding voting power of the Surviving Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iv) the approval by the Company's shareholders of a complete liquidation or dissolution of the Company. Notwithstanding any other provision to the contrary in this Plan or in any applicable law or regulation, the benefits conferred under this Section to a Participant shall automatically vest upon the earlier of (i) the occurrence of a Change in Control, (ii) the date that any person or entity submits an offer or proposal to the Company that results in or leads to a Change in Control (whether by such person or any other person) or (iii) the date of the public announcement of a Change in Control or an offer, proposal or proxy solicitation that results in or leads to a Change in Control (whether by the person or entity making such announcement or any other person), and thereafter such benefits may not be adversely affected in any manner without the prior written consent of the Participant.

IN WITNESS WHEREOF, this instrument has been executed as of the date and year first above written.

CENTURY TELEPHONE ENTERPRISES, INC.

By:  /s/ Glen F. Post, III
   -------------------------------
         Glen F. Post, III
   Vice Chairman, President and
     Chief Executive Officer

Exhibit 10.1(q)

CENTURY TELEPHONE ENTERPRISES, INC.
SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
1995 RESTATEMENT

I. Purpose of the Plan

This Restated Supplemental Defined Contribution 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.

II. Definitions

As used in this Plan, the following terms shall have the meanings indicated, unless the context otherwise specifies or requires:

2.01 "ACCOUNT" shall mean the account established under this Plan in accordance with Section 4.01.

2.02 "ACCOUNT BALANCE", as of a given date, shall mean the fair market value of a Participant's Account, as determined by the Committee.

2.03 "BOARD OF DIRECTORS" shall mean not less than a quorum of the whole Board of Directors of Century Telephone Enterprises, Inc.

2.04 "COMMITTEE" shall mean three or more members of the Board of Directors as described in Section 11.01 of the Plan, or the Board if no Committee has been appointed.

2.05 "COMMON STOCK" shall mean the common stock, $1.00 par value per share, of the Company.

2.06 "COMPANY" shall mean Century Telephone Enterprises, Inc., any Subsidiary thereof, and any affiliate designated by the Company as a participating employer under this Plan.

2.07 "COMPENSATION" shall mean a sum of Participant's Salary, determined under Section 2.20 and Incentive Compensation, determined under
Section 2.11, for a particular year. The determination of a Participant's Compensation for purposes of this Plan shall be made by the Committee, in its sole discretion.

2.08 "DISABILITY" shall mean a condition which makes a Participant unable to perform each of the material duties of his regular occupation where he is likely to remain thus incapacitated continuously and permanently.

2.09 "EFFECTIVE DATE" of this Plan shall mean January 1, 1994. The effective date of this Restatement shall be November 16, 1995.

2.10 "EMPLOYER" shall mean Century Telephone Enterprises, Inc., any Subsidiary thereof, and any affiliate designated by the Company as a participating employer under this Plan.

2.11 "INCENTIVE COMPENSATION" shall mean the amount awarded to a Participant under the Company's Key Employee Incentive Compensation Program or other executive incentive compensation arrangement maintained by the Company, including the amount of any stock award in its cash equivalent at the time of conversion of the award from cash to stock. A Participant's Incentive Compensation shall be determined on an annual basis and shall, for purposes of this Plan, be allocated to the year or years to which the award relates, i.e., the period of time during which the award was earned.

2.12 "LEAVE OF ABSENCE" shall mean any extraordinary absence authorized by the Employer under the Employer's standard personnel practices.

2.13 "NORMAL RETIREMENT AGE" shall mean age sixty-five (65).

2.14 "NORMAL RETIREMENT DATE" shall mean the first day of the month coincident with or next following a Participant's sixty-fifth (65th) birthday. Normal Retirement Age shall mean age sixty-five (65).

2.15 "PARTICIPANT" shall mean any officer of the Employer who is granted participation in the Plan in accordance with the provisions of Article III.

2.16 "PHANTOM STOCK UNIT" shall mean a unit, the value of which is equal to the value of a share of Common Stock, but does not represent actual shares of Common Stock.

2.17 "PLAN" shall mean the Century Telephone Enterprises, Inc. Supplemental Defined Contribution Plan, as amended and restated herein.

2.18 "PLAN CONTRIBUTIONS" shall mean the total dollar amount of contributions made, directly or indirectly, on behalf of a Participant under the Company's Stock Bonus Plan, PAYSOP and Trust and the Company's Employee Stock Ownership Plan and Trust.

2.19 "PLAN CONTRIBUTION PERCENTAGE" shall mean the estimated total of the percentage of compensation of employees of the Company contributed by the Company to its Stock Bonus Plan, PAYSOP and Trust and its Employee Stock Ownership Plan and Trust, as determined by dividing Plan Contributions for a particular year by estimated compensation taken into account under such plans for the year. The Committee, in its sole discretion, shall determine the Plan Contribution Percentage for each year, and such determination shall be binding and conclusive.

2.20 "SALARY" shall mean a Participant's actual pay for the calendar year, exclusive, however, of bonus payments, overtime payments, commissions, imputed income on life insurance, vehicle allowances, relocation expenses, severance payments, and any other extra compensation.

2.21 "SUBSIDIARY" shall mean any corporation in which the Company owns, directly or indirectly through subsidiaries, at least fifty percent (50%) of the combined voting power of all classes of stock.

III. Participation

3.01 Any officer who is either one of the key employees of the Company in a position to contribute materially to the continued growth and future financial success of the Company, or one who has made a significant contribution to the Company's operations, thereby meriting special recognition, shall be eligible to participate provided the following requirements are met:

a. The officer is employed on a full-time basis by Century Telephone Enterprises, Inc., any Subsidiary thereof or any affiliate designated by the Company as a participating employer under this Plan;

b. The officer is compensated for full-time employment by a regular salary;

c. The coverage of the officer is duly approved by the Board of Directors of Century Telephone Enterprises, Inc.

It is intended that participation in this Plan shall be extended only to those officers who are members of a select group of management and highly compensated employees, as determined by the Committee.

IV. Accounts and Investments

4.01 An Account shall be established on behalf of each Participant who receives an allocation of Phantom Stock Units pursuant to Article V hereof. Each Participant's Account shall be credited with such allocation, and shall be debited with any expenses properly chargeable thereto. Any cash dividends paid on the Common Stock will be deemed to be paid on the Phantom Stock Units and will be deemed to be invested in additional Phantom Stock Units.

4.02 Each Participant shall be furnished with a statement of his Account, in such form as the Committee shall determine, within a reasonable period of time after the end of each year.

4.03 Notwithstanding anything to the contrary in this Plan, upon the occurrence of any of the events described in Section 6.01(d)(a "Change in Control"), each Phantom Stock Unit shall be automatically converted into cash in an amount equal to the fair market value of each such unit. For purposes of this Section, the fair market value of each Phantom Stock Unit shall be determined by whichever of the following items is applicable: (i) the fair market value of the cash, securities or other properties into which each share of Common Stock will be converted pursuant to any merger, consolidation, share exchange, asset sale or other reorganization that results in a Change in Control, determined as of the date of the definitive agreement providing for such transaction, (ii) the price per share of Common Stock offered to shareholders of Century in any tender offer or exchange offer that results in a Change in Control, determined on the date the offer is commenced, or (iii) in all other events, the fair market value per share of Common Stock as determined, as of the close of business on the day immediately preceding the occurrence of the Change in Control, by the Committee (which shall remain empowered to make all determinations contemplated by this
Section notwithstanding any removal or attempted removal of some or all of the members thereof as directors or committee members). In the event that the consideration offered to shareholders of Century in any transaction described herein consists of anything other than cash, the Committee shall determine the fair market value of the portion of the consideration offered which is other than cash as of the date indicated above (but without giving effect to any decrease in the value of any securities that comprise some or all of the consideration payable in connection with such transaction).

V. Allocations to Accounts

5.01 For each calendar year in which this Plan is in effect, each Participant's Account shall be credited with that number of Phantom Stock Units equal in value to that number of shares of Common Stock that could be purchased with an amount determined according to the following formula:

(a) Compensation, times
(b) Plan Contribution Percentage, less
(c) Plan Contributions.

For purposes of this Section 5.01 the Common Stock shall be valued at the closing price of the Common Stock on the New York Stock Exchange on the trading day immediately preceding the date specified in Section 5.02.

5.02 The amount determined under Section 5.01 shall be credited to a Participant's account as of the later of the date on which the credit to the Participant's Account for the year under Section 5.01 is determined, or the date on which an amount representing such credit is contributed under the Plan, and shall be considered a part of the Participant's Account Balance as of such date.

VI. Vesting of Account

6.01 A Participant's Account shall be fully vested upon:

(a) attainment of age 55.

(b) death.

(c) disability as defined in Section 2.07.

(d) the occurrence of any of the following: (i) the acquisition by any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than the Company or any employee benefit plan or related trust or affiliate of the Company or its subsidiaries, of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors, but not including any acquisition directly from the Company; (ii) the consummation of a merger, consolidation, reorganization, share exchange, or sale or other disposition of all or substantially all of the assets of the Company unless, immediately thereafter, at least 50% of the outstanding voting power of the surviving or successor corporation, or, if applicable, the parent company thereof (the "Surviving Company"), are owned by the Company's shareholders immediately prior to such time, at least a majority of the directors of the Surviving Company were directors of the Company at the time such transaction was approved, and no person or entity (excluding any employee benefit plan or related trust of the Company or the Surviving Company and any person or entity that was a shareholder of the Company immediately prior to such time) beneficially owns 20% or more of the outstanding voting power of the Surviving Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iv) the approval by the Company's shareholders of a complete liquidation or dissolution of the Company.

6.02 If a Participant terminates service for reasons other than as listed in Section 6.01(a), (b), or (c), his Account Balance shall be vested in accordance with the following schedule:

                  Years of Service              Vested %
                  ----------------              --------
                    less than 5                      0%
                    5 or more                      100%

VII.     Years of Service

7.01 A Participant will receive credit for a year of service for each calendar year in which he completes at least one thousand (1000) hours of service. Years of service will include all years of service prior to becoming an officer of the Company, years of service following Normal Retirement Date, and years of service with any Subsidiary or any affiliate designated by the Company as a participating employer under this Plan.. In addition, periods of Leave of Absence and periods during which severance pay is provided shall be counted for determining years of service.

VIII. Time of Payment and Beneficiaries

8.01 Except as provided in Section 8.02, a Participant's vested Account Balance is payable upon termination of employment.

8.02 Payment of the Account Balance of a deceased Participant shall commence within ninety (90) days of his death, and shall be made to his beneficiary designated on a form provided for such purpose by the Plan Administrator. If the Participant fails to designate a beneficiary, his Account Balance shall be payable to his surviving spouse or, if none, to his surviving child or children (or legal representative of any minor child or child who has been declared incompetent or incapable of handling his affairs) in equal shares. The Account Balance of a Participant who dies leaving no spouse or children shall be paid to his estate.

IX. Form of Benefit Payment

9.01 The normal form of payment of a Participant's Account Balance is a lump sum cash payment.

9.02 A Participant may, prior to termination of employment, elect to receive payment of his Account Balance in monthly, quarterly, or annual cash installments of approximately equal amounts, over a period not to exceed ten
(10) years.

X. Additional Restrictions on Benefit Payments

10.01 In no event will there be a duplication of benefits payable under the Plan because of employment by more than one participating Employer.

XI. Administration and Interpretation

11.01 The Plan shall be administered by the Board of Directors through a Committee which shall consist of three or more members of the Board of Directors of the Company. No individual who is or has ever been a member of the Committee shall be eligible to be designated as a participant or receive payments under this Plan. The Committee shall have full power and authority to interpret and administer the Plan and, subject to the provisions herein set forth, to prescribe, amend and rescind rules and regulations and make all other determinations necessary or desirable for the administration of the Plan. The Board may from time to time appoint additional members of the Committee or remove members and appoint new members in substitution for those previously appointed and to fill vacancies however caused.

11.02 The decision of the Committee relating to any question concerning or involving the interpretation or administration of the Plan shall be final and conclusive, and nothing in the Plan shall be deemed to give any employee any right to participate in the Plan, except to such extent, if any, as the Committee may have determined or approved pursuant to the provisions of the Plan.

XII. Nature of the Plan

12.01 Benefits under the Plan shall generally be payable by the Company from its own funds, and such benefits shall not (i) impose any obligation upon the trust(s) of the other employee benefit programs of the Company; (ii) be paid from such trust(s); nor (iii) have any effect whatsoever upon the amount or payment of benefits under the other employee benefit programs of the Company. Participants have only an unsecured right to receive benefits under the Plan from the Company as general creditors of the Company. The Company may deposit amounts in a trust established by the Company for the purpose of funding the Company's obligations under the Plan. Participants and their beneficiaries, however, have no secured interest or special claim to the assets of such trust, and the assets of the trust shall be subject to the payment of claims of general creditors of the Company upon the insolvency or bankruptcy of the Company, as provided in the trust.

XIII. Employment Relationship

13.01 An employee shall be considered to be in the employment of the Company and its subsidiaries as long as he remains an employee of either the Company, any Subsidiary of the Company, or any corporation to which substantially all of the assets and business of the Company are transferred. Nothing in the adoption of this Plan nor the designation of any Participant shall confer on any employee the right to continued employment by the Company or a Subsidiary of the Company, or affect in any way the right of the Company or such Subsidiary to terminate his employment at any time. Any question as to whether and when there has been a termination of an employee's employment, and the cause, notice or other circumstances of such termination, shall be determined by the Board, and its determination shall be final.

XIV. Amendment and Termination of Plan

14.01 The Board of Directors of the Company in its sole discretion may terminate the Plan at any time and shall have the right to alter or amend the Plan or any part thereof from time to time, except that the Board of Directors shall not terminate the Plan or make any alteration or amendment thereto which would impair any rights or benefits of a Participant previously accrued.

XV. Binding Effect

15.01 This Plan shall be binding on the Company, each Subsidiary and any affiliate designated by the Company as a participating employer under this Plan, the successors and assigns thereof, and any entity to which substantially all of the assets or business of the Company, a Subsidiary, or a participating affiliate are transferred.

XVI. Reimbursement of Participants

16.01 The Company shall reimburse any Participant, or beneficiary thereof, for all expenses, including attorney's fees, actually and reasonably incurred by the Participant or beneficiary in any proceeding to enforce any of their rights under this Plan.

XVII. Construction

17.01 The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular may indicate the plural, unless the context clearly indicates the contrary. The words "hereof", "herein", "hereunder" and other similar compounds of the word "here" shall, unless otherwise specifically stated, mean and refer to the entire Plan, not to any particular provision or Section. Article and Section headings are included for convenience of reference and are not intended to add to, or subtract from, the terms of the Plan.

IN WITNESS WHEREOF, Century Telephone Enterprises, Inc. has executed this restated Plan in its corporate name and its corporate seal to be hereunto affixed this 26 day of January, 1996.

ATTEST:                               CENTURY TELEPHONE ENTERPRISES, INC.


/s/ Sandra B. Post                    By:  /s/ R. Stewart Ewing, Jr.
- ----------------------                    --------------------------------
                                               R. Stewart Ewing, Jr.
                                               Senior Vice President and
                                               Chief Financial Officer

Exhibit 10.1 (t)
CENTURY TELEPHONE ENTERPRISES, INC.
OUTSIDE DIRECTORS' RETIREMENT PLAN
1995 RESTATEMENT

I. Purpose of the Plan

This Restated Outside Directors' Retirement Plan (the "Plan") is an unfunded defined benefit pension plan for those Outside Directors whose coverage is approved by the Board of Directors (the "Board'). The Plan has been established by Century Telephone Enterprises, Inc. (the "Company") for the purpose of attracting and retaining competent individuals to serve as Directors in order to ensure the continued growth and profitability of the Company by providing retirement benefits for eligible Board members.

II. Definitions

As used in this Plan, the following terms shall have the meanings indicated, unless the context otherwise specifies or requires:

2.01. "ACCRUED BENEFIT" shall mean a Participant's accrued monthly benefit calculated in accordance with the provisions of Section 5.04.

2.02 "ACTUARIAL EQUIVALENT" shall mean equivalence in value between two or more methods of payment based on the UP 84 Mortality Table and the Pension Benefit Guaranty Corporation's published interest rate for immediate annuities on the date of pension commencement.

2.03 "BENEFICIARY" shall mean the person or persons last designated as such by a Participant or a Former Participant.

2.04 "BENEFIT" shall mean the monthly benefit payable to a Participant or Former Participant in accordance with the provisions of Sections V and VI.

2.05 "BENEFIT COMMENCEMENT DATE" shall mean the date on which Benefits under this Plan commence to be paid to a Participant or Former Participant.

2.06 "BOARD OF DIRECTORS" or "BOARD" shall mean the Board of Directors of Century Telephone Enterprises, Inc.

2.07 "COMMITTEE" shall mean three or more members of the Board of Directors who are not Outside Directors, as selected by the Board from time to time to administer this Plan.

2.08 "COMPANY" shall mean Century Telephone Enterprises, Inc.and any predecessor or business entity designated by the Board.

2.09 "COMPENSATION" shall mean moneys designated as Director's fees which are paid to the Participant as an annual retainer, whether paid currently, accrued or deferred for the Plan Year. In addition, fees paid for attending one special meeting of the Board shall also be included in the Compensation.

2.10 "EARLY RETIREMENT" shall mean a Participant's or Former Participant's termination of his Outside Director's status with the Board on or after his Early Retirement Date and prior to his Normal Retirement Date.

2.11 "EARLY RETIREMENT DATE" shall mean the first day of the month coinciding with or otherwise next following the date on which a Participant attains the later of the age of 65 or completion of 10 Years of Service.

2.12 "EFFECTIVE DATE" of this Restatement shall mean November 16, 1995.

2.13 "FORMER PARTICIPANT" shall mean a former Participant who has ceased to participate in the Plan but who has a Vested Benefit.

2.14 "NORMAL FORM OF BENEFIT" shall have the meaning set forth in
Section 5.05.

2.15 "NORMAL RETIREMENT" shall mean a Participant's or Former Participant's termination of Outside Director's status with the Board on his Normal Retirement Date.

2.16 "NORMAL RETIREMENT DATE" shall mean the first day of the month coinciding with or otherwise next following the date on which a Participant attains the age of 70. Normal Retirement Date of Participants who are past age 70 as of the Effective Date of this Plan shall be the first day of the month coinciding with or otherwise next following the date on which the Participant resigns as an Outside Director.

2.17 "OUTSIDE DIRECTOR" shall mean any Director of the Company who is not an employee of the Company.

2.18 "PARTICIPANT" shall mean any Outside Director who is granted participation in the Plan in accordance with the provision of Section III.

2.19 "YEARS OF BENEFIT ACCRUAL SERVICE" shall mean the period of continuous service as an Outside Director with the Company, beginning on the date the Participant commences or resumes service or any anniversary of such date.

2.20 "YEARS OF SERVICE" shall mean the period of continuous service as an Outside or Inside Director with the Company, beginning on the date the Participant commences or resumes service or any anniversary of such date.

III. Eligibility and Participation

Only Outside Directors on or after the Effective Date of this Plan shall be eligible to participate in the Plan.

IV. Accrual of Liabilities

4.01 The Board shall accrue liabilities on its books each year equal to the annual amount required to provide the retirement benefits contingently payable under the Plan, according to accepted actuarial methods using such assumptions as the Board from time to time may adopt, provided, however, that the Board shall accrue such liabilities only in amounts not prohibited by law. Retirement benefits defined in Section V shall be reduced to the extent the Board is prohibited by law from accruing such liabilities.

4.02 Neither a Participant nor his Beneficiary shall have any interest in any sums accrued in recognition of the contingent liability attributable to this Plan, and such accruals shall at all times remain the assets of the Company subject to the claims of general creditors of the Company.

V. Retirement Benefit

5.01 A Participant or Former Participant shall be entitled to receive a Benefit under the Plan, in accordance with the provisions of this Section V.

5.02 Any Participant who retires on his Normal Retirement Date shall be entitled to receive a monthly benefit in the Normal Form of Benefit, commencing on his Normal Retirement Date, equal to 100% of his Compensation divided by 12.

5.03 Any Participant may elect to retire on or after his early Retirement Date and receive a benefit equal to his Accrued Benefit reduced by 2% for each year by which the Benefit Commencement Date precedes the Participant's Normal Retirement Date. Payment of such benefit shall commence on the first of the month coinciding with or next following his termination of Outside Director's status with the Board.

5.04 A participant's Accrued Benefit under the Plan shall be determined in accordance with the following schedule based on his Years of Benefit Accrual Service on the date he terminates his status as an Outside Director:

Years of Benefit
Accrual Service                   Percent of Compensation
---------------                   -----------------------
  Less than 1                                 0%
            1                                10%
            2                                20%
            3                                30%
            4                                40%
            5                                50%
            6                                60%
            7                                70%
            8                                80%
            9                                90%
           10                               100%

5.05 The normal form of benefit payment for a Participant or Former Participant shall be a life annuity unless such Participant or Former Participant elects, prior to commencement of participation in the Plan, one of the optional benefit forms set forth in Section 5.06.

5.06 Upon the written election of a Participant or Former Participant made prior to his commencement of participation in the Plan, the Actuarial Equivalent of the retirement benefit to which such Participant or Former Participant would otherwise be entitled under the provisions of Section 5.05 above shall, subject to the approval of the Committee, be payable under any optional methods of payment which are offered by the Board, including a 50% joint and survivor annuity, or a 100% joint and survivor annuity. Notwithstanding the foregoing, no optional payment form will be offered which would accelerate benefits hereunder and no lump sum payment will be made to a Participant.

5.07 Upon termination of participation by resignation or discharge other than by death, disability or retirement, the Participant shall be entitled to a vested percentage of his then Accrued Benefit, payable beginning on or after his Early Retirement Date, in accordance with the vesting schedule provided in Section VI. The vested Accrued Benefit amount shall be reduced 2% for each year the Benefit Commencement Date precedes Normal Retirement Date.

5.08 Upon total and permanent disability determined upon the basis of competent medical evidence acceptable to a majority of the Board, the Participant shall be entitled to a monthly disability benefit commencing on the first of the month coinciding with or next following his disability equal to 100% of his Compensation as of date of disability divided by 12.

5.09 Upon the death of the Participant, the designated Beneficiary shall be entitled to a death benefit, commencing on the first of the month coinciding with or next following the Participant's death, equal to the value of the liabilities that have been accrued by the Board on its books for the Participant in accordance with Section 401 as of the day immediately prior to his death. The Death Benefit will be payable in the form of a lump sum.

5.10 The Beneficiary referred to in this Section may be designated or changed by the Participant (without the consent of any prior Beneficiary) on a form provided by the Committee and delivered to the Committee prior to his death. If no such Beneficiary shall have been designated, or if no designated Beneficiary shall survive the Participant, the benefits shall be payable to the Participant's estate.

5.11 (a) Notwithstanding anything to the contrary in this Plan or in any applicable law or regulation, upon the earlier of (i) the occurrence of a Change in Control (as defined in paragraph (e) below), (ii) the date that any person or entity submits an offer or proposal to the Company that results in or leads to a Change in Control (whether by such person or any other person) or
(iii) the date of the public announcement of a Change in Control or an offer, proposal or proxy solicitation that results in or leads to a Change in Control
(whether by the person or entity making such announcement or any other person) (the earliest of such dates being hereinafter referred to as the "Effective Date"), the Accrued Benefit of each Participant (other than any Participant whose service as an Outside Director was terminated prior to full vesting of his Accrued Benefit under Article VI) and the benefits conferred under this Section shall automatically vest and thereafter may not be adversely affected in any matter without the prior written consent of the Participant. Notwithstanding anything to the contrary in this Plan, upon the occurrence of a Change in Control any Participant who is then serving as an Outside Director ("Active Participants") shall have an irrevocable right to receive, and the Company shall be irrevocably obligated to pay, a lump sum cash payment in an amount determined pursuant to this Section if the Company or its successor, in connection with or following the occurrence of the Change in Control, (i) seeks and obtains the Participant's resignation as an Outside Director, (ii) removes the Participant as an Outside Director, (iii) fails to nominate the Participant for re-election at the end of his term or (iv) reduces either the annual fee paid to the Participant for service as an Outside Director or the fee payable with respect to each Board or Committee meeting attended that, in either case, were in effect immediately prior to the Effective Date (each such action being referred to as an "Effective Termination"). The lump sum cash payment payable to Active Participants under this Section (the "Lump Sum Payment") shall be paid on the date of Effective Termination or as soon thereafter as is administratively feasible.

(b) The amount of each Lump Sum Payment shall be determined as follows:

(i) With respect to any Active Participant who is eligible as of the date of Effective Termination to receive benefits under
Section 5.02 of this Plan, the Lump Sum Payment shall equal the Present Value (as defined below) of the stream of payments to which such participant would have otherwise been entitled to receive immediately upon Effective Termination in accordance with Section 5.02 of this Plan (assuming such benefits are paid in the form of a lifetime annuity), based upon such participant's Compensation (without giving effect to any salary reductions that gave rise to such Effective Termination), Accrued Benefit, and Years of Benefit Accrual Service, in each case as of the date of Effective Termination.

(ii) With respect to any Active Participant who is not eligible as of the date of Effective Termination to receive benefits under Sections 5.02 or 5.03 of this Plan, the Lump Sum Payment shall equal the product of (A) the Present Value, calculated as of age 70, of the stream of payments to which such participant would have otherwise been entitled to receive at age 70 in accordance with the terms of this Plan based on the same assumptions and terms set forth in subsection (b)(i) above, multiplied times (B) such discount factor as is necessary to reduce the amount determined under subsection
(b)(ii)(A) above to its Present Value, it being understood that in calculating such discount factor, no discount shall be applied to reflect the possibility that such participant may die prior to attaining age 70.

(iii) With respect to any Active Participant who is eligible as of the date of Effective Termination to receive benefits under Article 5.03 of the Plan, the Lump Sum Payment shall equal the greater of (A) the Present Value of the stream of payments to which such participant would have otherwise been entitled to receive immediately upon Effective Termination in accordance with Section 5.03 of this Plan, based upon the assumptions and terms set forth in subsection (b)(i) above, or (B) the Present Value, calculated as of age 70, of the stream of payments to which such participant would otherwise be entitled to receive at age 70 in accordance with this Plan, determined in the same manner and subject to the same assumptions and terms set forth in subsection (b)(ii) above.

(iv) As used in this Section with respect to any amount, the "Present Value" of such amount shall mean the discounted value of such amount that is determined by making customary present value calculations in accordance with generally accepted actuarial principles, provided that (A) the discount interest rate applied in connection therewith shall equal the interest rate quoted by the Bloomberg Municipal AAA General Obligation 5-Year Index (as of the close of business on the first business day of the calendar quarter in which such present value calculations are made) or, in the event such index is no longer published, any similar index for comparable municipal securities and (B) the mortality tables applied in connection therewith shall be "1983 Group Annuity Mortality Table (50% male/50% female)" as prescribed by the Pension Benefit Guaranty Corporation or any successor table prescribed by such organization.

(c) Notwithstanding anything to the contrary in this Plan, upon the sooner of the occurrence of a Change in Control or the approval by the Board of Directors of the Company of any Change in Control, the Company shall promptly consult with each Participant who has already begun to receive periodic payments under this Plan ("Retired Participants') and, following such consultations, the Company shall have the option with respect to each Retired Participant to (i) confirm in writing its obligation to continue to provide to such Retired Participant all benefits hereunder in the same manner provided prior to the Change in Control or (ii) make a lump sum cash payment in an amount equal to the Present Value of the participant's future stream of payments which would otherwise be payable under this Plan. If the Company elects to furnish any retired Participant with a lump sum cash payment, the Company shall offer to assist such participant in purchasing at such participant's cost an annuity for the benefit of such participant.

(d) Notwithstanding anything to the contrary in this Plan, upon the occurrence of a Change in Control, any Former Participant (other than a Retired Participant) shall have an irrevocable and unconditional right to receive, and the Company shall be irrevocably and unconditionally obligated to pay, a lump sum payment in an amount determined in the manner provided in subsection (b)(ii) or (iii), as applicable.

(e) For purposes hereof, Change of Control shall mean the occurrence of any of the following events: (i) the acquisition by any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than the Company or any employee benefit plan or related trust or affiliate of the Company or its subsidiaries, of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors, but not including any acquisition directly from the Company; (ii) the consummation of a merger, consolidation, reorganization, share exchange, or sale or other disposition of all or substantially all of the assets of the Company unless, immediately thereafter, at least 50% of the outstanding voting power of the surviving or successor corporation, or, if applicable, the parent company thereof (the "Surviving Company"), are owned by the Company's shareholders immediately prior to such time, at least a majority of the directors of the Surviving Company were directors of the Company at the time such transaction was approved, and no person or entity (excluding any employee benefit plan or related trust of the Company or the Surviving Company and any person or entity that was a shareholder of the Company immediately prior to such time) beneficially owns 20% or more of the outstanding voting power of the Surviving Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iv) the approval by the Company's shareholders of a complete liquidation or dissolution of the Company.

VI. Vesting

Participants shall vest in their Accrued Benefit in accordance with the following schedule:

            Years of Service                          Vesting Percentage
            ----------------                          -----------------
          Less than five years                                 0%
           Five years or more                                100%


VII.     Administration of the Plan

The Committee shall have full power and authority to interpret, construe, and administer this agreement and the Committee's interpretations and construction thereof, and action hereunder, including any valuation of the retirement benefits, or the amount or recipient of the payment to be made therefrom shall be binding and conclusive on all persons for all purposes. The Committee shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to willful misconduct or lack of good faith.

VIII. Amendment or Discontinuance

The Board expects to continue the Plan indefinitely, but the Board may amend or discontinue the Plan at any time. Any such amendment or discontinuance shall not operate to deprive a Participant of any Accrued Benefit earned prior to the execution date of such amendment or discontinuance.

IX. No Assignment

The right of the Participant or any other person to the payment of any benefit under this Plan shall not be assigned, transferred, pledged, or encumbered except by will or by the laws of descent and distribution.

X. Nature of the Plan

Benefits under the Plan shall generally be payable by the Company from its own funds, and such benefits shall not (i) impose any obligation upon the trust of the other employee benefit programs of the Company; (ii) be paid from said trust; nor (iii) have any effect whatsoever upon the amount or payment of benefits under the other employee benefit programs of the Company. Participants have only an unsecured right to receive benefits under the Plan from the Company as general creditors of the Company. The Company may deposit amounts in the Century Telephone Enterprises, Inc. Outside Directors' Retirement Trust (the "Trust") established by the Company for the purpose of funding the Company's obligations under the plan. Participants and their beneficiaries, however, have no secured interest or special claim to the assets of the Trust, and the assets of the Trust shall be subject to the payment of claims of general creditors of the Company upon the insolvency or bankruptcy of the Company, as provided in the Trust.

XI. Validity

If any provision of the Plan is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The provisions of the Plan shall be construed, administered and enforced according to the laws of the State of Louisiana.

XII. Use

Whenever the masculine gender is used herein, it shall include the feminine, and whenever the singular form is used, it shall include the plural, each as may be appropriate in the context used.

XIII. Headings

Article and paragraph headings used herein are for convenience of reference only and shall not affect the interpretation of the Plan.

IN WITNESS WHEREOF, Century Telephone Enterprises, Inc. has executed this restated Plan in its corporate name and its corporate seal to be hereunto affixed this 26 day of January, 1996.

ATTEST: CENTURY TELEPHONE ENTERPRISES, INC.

/s/ Sandra B. Post                  By:    /s/ R. Stewart Ewing, Jr.
- --------------------                   --------------------------------
                                           R. Stewart Ewing, Jr.
                                           Senior Vice President and
                                           Chief Financial Officer

Exhibit 10.1 (u)

CENTURY TELEPHONE ENTERPRISES, INC.
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
1995 RESTATEMENT

I.
PURPOSE OF THE PLAN

1.01 This Restated Deferred Compensation Plan for Outside Directors is intended to provide a mechanism whereby non-employee directors of Century Telephone Enterprises, Inc. can elect to defer all or a portion of their fees earned as directors or as members of committees of the Board of Directors.

II.

DEFINITIONS

2.01 As used in this Plan, the following terms shall have the meanings indicated, unless the context otherwise specifies or requires:

(a) "ACCOUNT" shall mean the account established under this Plan in accordance with Article IV hereof.

(b) "ACCOUNT BALANCE", as of a given date, shall mean the fair market value of a Participant's Account, as determined by the Committee.

(c) "BOARD OF DIRECTORS" shall mean not less than a quorum of the whole Board of Directors of Century Telephone Enterprises, Inc.

(d) "CHANGE IN CONTROL" shall mean the occurrence of any of the following: (i) the acquisition by any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than the Company of any employee benefit plan or related trust or affiliate of the Company or its subsidiaries, of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors, but not including any acquisition directly from the Company; (ii) the consummation of a merger, consolidation, reorganization, share exchange, or sale or other disposition of all or substantially all of the assets of the Company unless, immediately thereafter, at least 50% of the outstanding voting power of the surviving or successor corporation, or, if applicable, the parent company thereof (the "Surviving Company"), are owned by the Company's shareholders immediately prior to such time, at least a majority of the directors of the Surviving Company were directors of the Company at the time such transaction was approved, and no person or entity (excluding any employee benefit plan or related trust of the Company or the surviving Company and any person or entity that was a shareholder of the Company immediately prior to such time) beneficially owns 20% or more of the outstanding voting power of the Surviving Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iv) the approval by the Company's shareholders of a complete liquidation or dissolution of the Company.

(e) "COMMITTEE" shall mean the persons appointed to administer this Plan pursuant to Article XI hereof.

(f) "COMPANY" shall mean Century Telephone Enterprises, Inc.

(g) "COMPENSATION" shall mean all monies payable to a Participant designated as director's fees, whether paid or accrued to the Participant as an annual retainer or paid or accrued for attendance of the Participant at Board of Directors or committee meetings. The determination of a Participant's Compensation for purposes of this Plan shall be made by the Committee, in its sole discretion.

(h) "DISABILITY" shall mean a condition which makes a Participant unable to perform each of the material duties of a director where he is likely to remain thus incapacitated continuously and permanently.

(i) "EFFECTIVE DATE" of this Plan shall mean May 23, 1995. The effective date of this Restatement is November 16, 1995.

(j) "PARTICIPANT" shall mean any director of the Company who is not an employee of the Company.

(k) "PLAN" shall mean the Century Telephone Enterprises, Inc. Deferred Compensation Plan for Outside Directors.

(l) "UNFORESEEABLE EMERGENCY" shall mean an unanticipated emergency that is caused by an event beyond the control of a Participant and that will result in severe financial hardship to the Participant unless a payment to the Participant is made pursuant to Article VI.

III.
DEFERRAL ARRANGEMENT

3.01 Each Participant may elect, in the manner hereinafter described, to have an amount or percentage of his Compensation to be received by him during each year from and after the effective date of this Plan deferred in accordance with the terms and conditions of this Plan. A Participant desiring to exercise such election shall, prior to the beginning of each calendar year (or prior to the beginning of the Participant's initial period of service, if such period of service is to commence other than at the beginning of a year, or simultaneous with the adoption of this Plan for the initial year), notify the Company, in writing, on a Director's Deferred Compensation Agreement in the form attached hereto (hereinafter referred to as a "Director's Deferral Agreement") of the amount or percentage of such Compensation for the year that the Participant elects to defer. If a Participant has exercised an election to defer Compensation hereunder and does not complete a new Director's Deferral Agreement for a subsequent year, his previous election shall remain in effect until superseded by a new Director's Deferral Agreement.

IV.

ACCOUNTS AND CREDIT

4.01 The deferred Compensation of a Participant will not be paid by the Company as it is earned by the Participant. The Company shall create and credit to a special memorandum account on its books (hereinafter referred to as "Account") the deferred compensation referred to in this Plan and the Director's Deferral Agreement. The Company shall provide an annual statement of his Account to each Participant for whom an Account is created.

V.

VALUATION OF ACCOUNT

5.01 The Company shall adjust each Account to reflect a value which would have been earned as if the amount of such Account had been invested at a rate of return equal to the fifty-two (52) week Treasury bill rate as of January 1 of each year. The Company may, with the consent of all Participants with Account balances, agree to substitute a different measure for valuation of the Accounts of Participants, effective as of the date agreed to between the Company and the Participants.

VI.

PAYMENT OF ACCOUNTS

6.01 (a) A Participant's Account Balance under the Plan shall be distributable to him in a manner elected by such Participant in his Director's Deferral Agreement, subject to the following:

(1) In no event shall payments under this Article commence prior to the earliest of the following:

(a) Death of the Participant;

(b) Permanent disability of the Participant;

(c) Termination of the Participant's director's status with Company;

(d) Occurrence of an Unforeseeable Emergency; or

(e) A date designated on the Participant's Director's Deferral Agreement.

(b) In the case of an Unforeseeable Emergency, payment will be made to a Participant only after the Committee has been notified of the facts of the emergency in writing and has judged the facts to indeed represent an Unforeseeable Emergency. A payment to a Participant on account of an Unforeseeable Emergency shall be limited to the amount necessary to meet the emergency involved.

(c) In the event of the death of a Participant before complete payment to him of all amounts credited to his Account, the balance to the credit of the Participant shall be paid to such beneficiary or beneficiaries as may be designated by the Participant in writing prior to his death, or if no beneficiary is so designated then to his surviving spouse, or if he has none then to his executor or administrator. A Participant's initial designation of beneficiary shall be made on a Beneficiary Designation Form in the form attached hereto. After the initial designation, the beneficiary designation may be amended or revoked by the Participant at any time. Such amendment or revocation of a beneficiary designation shall be by written notice to the Company on a revised Beneficiary Designation Form.

(d) Notwithstanding anything to the contrary in this Plan or in any Director Deferral Agreement entered into hereunder, upon the occurrence of a Change in Control the Participant shall have an irrevocable right to receive, and the Company shall be irrevocably obligated to distribute, the Participant's Account Balance in full if the Company or its successor, in connection with or following the occurrence of the Change in Control, (i) seeks and obtains the Participant's resignation as a director of the Company ("Director"), (ii) removes the Participant as a Director, (iii) fails to nominate the Prticipant for re-election as a Director at the end of his term or (iv) reduces either the annual fee paid to the Participant for service as a Director or the fee payable with respect to each Board or Committee meeting attended. If the Participant continues to serve after the Change in Control as an outside director of the Company, its successor or any affiliate thereof without any fee reductions, the Company or its successor shall promptly consult with each Participant and, following such consultations, the Company or its successor shall have the option with respect to each Participant to (i) confirm in writing its obligations under this Plan or (ii) distribute promptly the Participant's Account Balance in full.

VII.
NONALIENATION OF RIGHTS

7.01 No Participant shall have the right to assign, pledge, or otherwise dispose of his deferred Compensation, his Account, or any other benefits under this Plan; nor shall the Participant's interest therein be subject to garnishment, attachment, transfer by operation of law, or legal process.

VIII.
NATURE OF THE PLAN

8.01 Benefits under the Plan shall generally be payable by the Company from its own funds, and such benefits shall not (i) impose any obligation upon the trust(s) of the other employee benefit programs of the Company; (ii) be paid from such trust(s); nor (iii) have any effect whatsoever upon the amount or payment of benefits under the other employee benefit programs of the Company. Participants have only an unsecured right to receive benefits under the Plan from the Company as general creditors of the Company. The Company may deposit amounts in a trust established by the Company for the purpose of funding the Company's obligations under this Plan. Participants and their beneficiaries, however, have no secured interest or special claim to the assets of such trust, and the assets of the trust shall be subject to the payment of claims of general creditors of the Company upon the insolvency or bankruptcy of the Company, as provided in the trust.

IX.

BINDING EFFECT

9.01 In the event that the Company shall at any time be merged or consolidated with any other corporation or corporations, or shall sell or otherwise transfer a substantial portion of its assets to another corporation or entity, the provisions of this Deferred Compensation Plan shall be binding upon and become the obligation of the Company or other entity surviving or resulting from such merger or consolidation, or to which such assets shall be sold or transferred.

X.

LIMITATION OF RIGHTS

10.01 Nothing in this Agreement shall be construed to:

(1) Limit in any way the right of the Board of Directors to terminate a Participant's director status with the Company; or

(2) Be evidence of any agreement or understanding, expressed or implied, that the Board of Directors will elect an outside director to any particular position or compensate an outside director at any particular rate of remuneration; or

(3) Imply that compensation deferral agreements for subsequent time periods will be offered to or entered into with the Participant.

XI.

ADMINISTRATION OF THE ACCOUNT

11.01 This Plan shall be administered by a Committee of not less than three persons appointed from time to time by the Board of Directors of the Company to serve at the pleasure of the Board of Directors. The Committee shall be deemed to have all of the powers of the Board of Directors of the Company in the performance of any of the powers and duties delegated to it under this Plan. The Committee shall from time to time establish eligibility requirements for participation in this Plan and rules for the administration of this Plan that are not inconsistent with the provisions of this Plan. The Board may from time to time appoint additional members of the Committee or remove members and appoint new members in substitution for those previously appointed and to fill vacancies however caused.

11.02 The decision of the Committee relating to any question concerning or involving the interpretation or administration of the Plan shall be final and conclusive, and nothing in the Plan shall be deemed to give any director any right to participate in the Plan, except to such extent, if any, as the Committee may have determined or approved pursuant to the provisions of the Plan.

XII.
AMENDMENT OR TERMINATION OF PLAN

12.01 Notwithstanding anything herein contained to the contrary, the Board of Directors of the Company may, in its absolute discretion and without notice, modify, amend, or terminate in whole or in part, any or all of the provisions of this Plan, or suspend or terminate it entirely. In the event of such termination or suspension, the amount credited to the Account of each Participant shall become payable in the manner indicated in the Director's Deferral Agreement for such Participant.

XIII.
EXPENSES OF ADMINISTRATION

13.01 All expenses of administration of this Plan shall be borne by the Company.

XIV.
MISCELLANEOUS

14.01 The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular may indicate the plural, unless the context clearly indicates the contrary.

IN WITNESS WHEREOF, Century Telephone Enterprises, Inc. has executed this restated Plan in its corporate name and its corporate seal to be hereunto affixed this 26 day of January, 1996.

ATTEST:                                  CENTURY TELEPHONE ENTERPRISES, INC.


/s/ Sandra B. Post                       By:  /s/ R. Stewart Ewing, Jr.
- ------------------                            -------------------------
                                              R. Stewart Ewing, Jr.
                                              Senior Vice President and
                                              Chief Financial Officer

DIRECTOR'S DEFERRED COMPENSATION AGREEMENT
Between CENTURY TELEPHONE ENTERPRISES, INC.
and

_____________________________, Participant Dated ___________________, 19____

THE COMPANY and the Participant agree as follows:

Section I. With respect to any portion of the Compensation as defined in Section 2.01(f) of said Plan which may be payable to said Participant for the next fiscal year commencing on January 1, 19___, and ending December 31, 19___, it is agreed that ____% (a percentage) or $_______________ (a flat dollar amount) be withheld and treated as a deferred payment pursuant to Article III of the Plan. If this Agreement is for the first year this Plan is in effect, it shall apply to Compensation payable on or after the effective date of the Plan. If a Participant who has elected to have Compensation deferred does not provide the Company with a new agreement for a subsequent year(s), the Agreement previously executed by the Participant shall remain in effect until superseded by a new agreement.

Section II. Payments under Article VI of the Plan shall be made upon retirement, disability, death, termination of director status, occurrence of an Unforeseeable Emergency of the Participant, or, if earlier, ______________________, 19___. Such payment shall be paid to the Participant in the following manner:

(a) In ____ successive equal annual installments commencing as soon as administratively feasible following such event.

(b) In a lump sum payable as soon as administratively feasible following such event.

(c) In the event of an Unforeseeable Emergency, in such amounts and on such date(s) as determined by the Committee.

AGREED TO at _____________, ___________________ on ______________________, 19___, by the Company and the Participant.

CENTURY TELEPHONE ENTERPRISES, INC.

By:------------------------------
Participant

          Name                  Relationship               Address

- --------------------------    ---------------    -------------------------

- --------------------------    ---------------    -------------------------

- --------------------------    ---------------    -------------------------

as shall survive the undersigned Participant. Unless otherwise stated herein, if more than one beneficiary is designated above, payments shall be made in equal shares to and among such of the beneficiaries as are surviving at the time hereinafter set forth for the making of each such payment.

          Name               Relationship               Address

- ------------------------    ---------------    -------------------------------

- ------------------------    ---------------    -------------------------------

- ------------------------    ---------------    -------------------------------

as shall be surviving at the time hereinafter set forth for the making of each such payment.

Section III. Payment to said beneficiary(ies) after the death of the undersigned Participant shall be made as follows (initial the desired form of payment):

______ (a) In a lump sum payable as soon as administratively feasible following the Participant's death.

______ (b) In ____ successive equal annual installments, commencing as soon as administratively feasible following the death of the undersigned.

Section IV. The undersigned hereby reserves the right to amend or revoke this Beneficiary Designation Form as provided in Article VI of the Plan.

Dated:________________________, 19____

___________________________, Participant

Exhibit 10.2(a)
AMENDMENT NO. 1
to
EMPLOYMENT AGREEMENT

Amendment No. 1, dated as of February 27, 1996, to the Employment Agreement dated as of May 24, 1993 (the "Employment Agreement"), between Century Telephone Enterprises, Inc., a Louisiana corporation (the "Company"), and Clarke M. Williams ("Executive").

WITNESSETH:

WHEREAS, the Employment Agreement provides Executive with various benefits if the Company terminates Executive without cause or if Executive resigns under certain specified circumstances, including the right, under certain circumstances following a Change in Control of the Company (as defined therein), to receive such additional cash payments as may be necessary to compensate Executive for any federal excise taxes imposed under Section 4999 of the Internal Revenue Code of 1986, as amended ("Gross-Up Payments");

WHEREAS, subsequent to the date of the Employment Agreement other officers of the Company have been granted contractual rights to receive Gross-Up Payments pursuant to certain severance agreements (the "Severance Agreements")'

WHEREAS, the Company believes that the contractual rights to receive Gross-Up Payments afforded to the Company's other officers under the Severance Agreements are more comprehensive and better advance the objectives of such provisions than those contractual rights currently provided to Executive under the Employment Agreement; and

WHEREAS, the Company believes it is necessary and appropriate, and in the Company's best interests, to provide Executive with the right to receive Gross-up Payments identical to those held by the Company's other officers;

NOW, THEREFORE, the parties agree as follows:

1. Effective as of the date hereof, Section 5.05 of the Employment Agreement is hereby amended in its entirety to read as follows:

5.05 Change in Control. If, following a Change in Control of the Company, the Company terminates Executive's employment, other than for death, disability or Cause, or Executive terminates his employment (whether or not for Good Reason), the Company shall, contemporaneously with any payments due under Section 5.04 and in addition to any other amounts due, pay in cash to Executive an additional amount (the "Gross-up Payment") such that the sum of all such payments will enable Executive to receive on a net basis, after deducting any excise tax imposed on Executive by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), in connection with his receipt of all such payments and any federal, state and local income taxes imposed on Executive in connection with his receipt of all such payments, the same dollar amount as Executive would receive on a net basis (after deducting any applicable federal, state and local income taxes) if no such excise tax were payable under Section 4999 of the Code. In connection with making the Gross-up Payment, the Company shall cause the Auditors (as defined below) to furnish written calculations of (a) Executive's "base amount" within the meaning of Section 280G of the Code and the regulations promulgated thereunder (the "Base Amount"), (b) the amount of any "parachute payment" deemed to have been received by Executive with respect to the Change in Control of the Company within the meaning of
Section 280G of the Code and the regulations promulgated thereunder (the "Parachute Payment") and (c) the aggregate marginal income tax rate applicable to Executive, after taking into account all applicable federal, state and local income taxes (the "Applicable Rate"). Upon receipt of these calculations from the auditors, the parties shall, unless they mutually agree in writing to the contrary, determine the amount of the Gross-up Payment in accordance with the following formula:

G = (.2P - .2B) / (.8 - R)

where G is the amount of the Gross-up payment, P is the amount of the Parachute Payment, B is the Base Amount and R is the Applicable Rate. If the Auditors fail to timely complete and deliver the calculations referred to above, the Company may defer making the Gross-up Payment (but not other payments contemplated hereunder) until such calculations are received, provided that no deferral shall be permitted if the Auditor's untimeliness is caused directly or indirectly by the Company's failure to cooperate in good faith with the Auditors and further provided that in no event whatsoever shall this payment be deferred by more than 10 business days. For purposes hereof, "Auditors" shall mean the Company's regular independent auditors as of the earlier of (i) the day of the public announcement of a Change in Control of the Company or a proposal that results in a Change in Control of the Company or (ii) the date that the Board enters into negotiations with any person or entity, which negotiations result in a Change in Control of the Company.

2. Notwithstanding any differences between Section 1.6 of the Severance Agreements and Section 4.04(c) of the Employment Agreement, any event that constitutes a "Change in Control" under the Severance Agreements shall be deemed to also constitute a "Change in Control of the Company" under the Employment Agreement.

3. The Employment Agreement, as amended by Sections 1 and 2 hereof, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF, the parties have duly executed this instrument as of the date and year first above written.

CENTURY TELEPHONE ENTERPRISES, INC.

By:  /s/ Glen F. Post, III
    -----------------------
     Glen F. Post, III
     Vice Chairman, President and
     Chief Executive Officer

EXECUTIVE:

/s/ Clarke M. Williams
----------------------
    Clarke M. Williams

Exhibit 10.2(b)

FORM OF AMENDED AND RESTATED SEVERANCE AGREEMENT
(for Executive Officers)

SEVERANCE AGREEMENT, dated as of _______________, as amended and restated as of May 23, 1995, and as further amended and restated as of November 16, 1995, by and between Century Telephone Enterprises, Inc., a Louisiana corporation (the "Company"), and _________________ ("Executive").

W I T N E S S E T H:

WHEREAS, as of ______________ the Company and Executive entered into an agreement providing for severance benefits on terms and conditions substantially similar to those set forth herein (the "Original Agreement");

WHEREAS, the Company and Executive amended and restated the Original Agreement as of May 23, 1995 to effect various modifications approved by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") on May 22, 1995 and ratified by the full Board on May 23, 1995; and

WHEREAS, the Company and Executive wish to further modify the Original Agreement (as amended and restated as of May 23, 1995) to completely amend and restate Section 3.2 thereof, as approved by the Compensation Committee on November 16, 1995 and ratified by the full Board as of the same date;

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties contained herein, and intending to be legally bound hereby, the parties agree that the Original Agreement (as amended and restated as of May 23, 1995) is hereby amended and restated in its entirety to read as follows:

SECTION 1

DEFINITIONS

As used herein, the following terms shall have the meanings specified.

1.1 The "Act" - the Securities Exchange Act of 1934, as amended.

1.2 "Announcement Date"- the earlier of (i) the day of the public announcement of a Change in Control (as hereinafter defined) or a proposal that results in a Change in Control or (ii) the date that the Board enters into negotiations with any person or entity, which negotiations result in a Change in Control.

1.3 "Auditors" - the Company's regular independent auditors as of the Announcement Date.

1.4 "Board" - the Board of Directors of the Company.

1.5 "Cause" - conviction of a felony, habitual intoxication, abuse of or addiction to a controlled dangerous substance, excessive absenteeism, the willful and continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Executive has not substantially performed his duties, or the willful engaging by Executive in misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this paragraph, no act or failure to act on Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause without (i) reasonable notice to Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Executive, together with his counsel, to be heard before the Board, and (iii) delivery to Executive of notice from the Board finding that, in the good faith opinion of the Board, Executive has been guilty of conduct set forth above in the preceding sentence, and specifying the particulars thereof in detail.

1.6 "Change in Control" - (i) the occurrence of an event with respect to the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act; (ii) any "person" (as such term in used in Section 13(d) and 14(d) of the Act), other than the Company or any "person" who on the date hereof is a director, officer, an employee benefit plan or related trust or affiliate of the Company, becoming the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors; (iii) the Company, its capital stock, or all or substantially all of its assets are acquired by or combined with (either through a merger, consolidation, reorganization, share exchange or otherwise) with another entity and less than a majority of the outstanding voting power of the parent or surviving corporation are owned, immediately after consummation of such transaction, by Century's shareholders immediately prior to such time; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board ceasing for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period.

1.7 "Code" - Internal Revenue Code of 1986, as amended.

1.8 "Company" - Century Telephone Enterprises, Inc. or any successor thereto.

1.9 "Compensation Amount" - the sum of (i) Executive's annual salary as of the Announcement Date plus (ii) all cash and stock bonuses (valued on the date of grant) earned by Executive for the most recent twelve-month period ending before the effective date of a Change in Control.

1.10 "Effective Termination" - following an Announcement Date, any action taken by the Company or any controlling entity of the Company in relation to Executive's salary, duties or position as an executive officer of the Company, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company (or any controlling entity of the Company) within three days after receipt of notice thereof given by Executive, that, in Executive's reasonable judgment, results in any of the following: (a) a reduction in Executive's salary as of the Announcement Date or a reduction in the value of the benefits received by Executive under any pension or welfare employee benefit plan maintained by the Company as of the Announcement Date; (b) a diminution in Executive's duties, responsibilities and position in the management of the Company and its subsidiaries including, without limitation,
(i) the permanent assignment to Executive of duties not consistent with Executive's position as an executive officer of the Company, (ii) the demotion of Executive or (iii) the failure to provide Executive with secretarial assistance and all support, staff, office, equipment and other facilities necessary to carry out his functions as an executive officer of the Company; (c) the relocation of Executive to an office outside of the city in which he performed his services for the Company immediately prior to the Announcement Date; or (d) the refusal to allow Executive to attend to matters or engage in activities not directly related to the business of the Company which are of the type which he attended to or engaged in prior to the Announcement Date or was permitted to attend to or engage in by the Chief Executive Officer or the Board prior to the Announcement Date.

SECTION 2

TERM

This Agreement shall terminate on the earlier of (i) May 24, 2000 or (ii) the date that Executive ceases to be an employee of the Company at any time prior to an Announcement Date.

SECTION 3

COMPENSATION UPON TERMINATION

3.1 Compensation and Severance Benefits. (a) If, during the period beginning on the Announcement Date and ending three years following the effective date of a Change in Control, the Company (or any controlling entity of the Company) shall terminate Executive's employment with the Company, other than for Cause, or if Executive resigns because an event constituting an Effective Termination has occurred, Executive shall receive, in addition to all amounts to which he is entitled pursuant to the Company's termination policies and plans then in effect, as severance pay, an amount equal to the Compensation Amount multiplied by the number three. Such severance payment shall be made in a lump sum within five business days of the date that Executive's employment is terminated or the date that Executive notifies the Company that an event constituting an Effective Termination has occurred.

(b) Contemporaneously with any payments due under paragraph (a) and in addition to any other amounts due, the Company shall pay in cash to Executive an additional amount (the "Gross-up Payment") such that the sum of all such payments will enable Executive to receive on a net basis, after deducting any excise tax imposed on Executive by Section 4999 of the Code in connection with his receipt of all such payments and any federal, state and local income taxes imposed on Executive in connection with his receipt of all such payments, the same dollar amount as Executive would receive on a net basis (after deducting any applicable federal, state and local income taxes) if no such excise tax were payable under Section 4999 of the Code. In connection with making the Gross-up Payment, the Company shall cause the Auditors to furnish written calculations of
(a) Executive's "base amount" within the meaning of Section 280G of the Code and the regulations promulgated thereunder (the "Base Amount"), (b) the amount of any "parachute payment" deemed to have been received by Executive with respect to the Change in Control within the meaning of Section 280G of the Code and the regulations promulgated thereunder (the "Parachute Payment") and (c) the aggregate marginal income tax rate applicable to Executive, after taking into account all applicable federal, state and local income taxes (the "Applicable Rate"). Upon receipt of these calculations from the Auditors, the parties shall, unless they mutually agree in writing to the contrary, determine the amount of the Gross-up Payment in accordance with the following formula:

G = (.2P - .2B) / (.8 - R)

where G is the amount of the Gross-up Payment, P is the amount of the Parachute Payment, B is the Base Amount and R is the Applicable Rate. If the Auditors fail to timely complete and deliver the calculations referred to above, the Company may defer making the Gross-up Payment (but no other payments contemplated hereunder) until such calculations are received, provided that no deferral shall be permitted if the Auditor's untimeliness is caused directly or indirectly by the Company's failure to cooperate in good faith with the Auditors and further provided that in no event whatsoever shall this payment be deferred by more than 10 business days.

3.2 Election of Benefits. If during the period beginning on the Announcement Date and ending three years following the effective date of a Change of Control, the Company (or any controlling entity of the Company) shall terminate Executive's employment with the Company, other than for Cause, or if Executive resigns because an event constituting an Effective Termination has occurred, the Company shall, at its cost, continue for three years following such termination date health, dental and life insurance benefits to Executive and his family at least equal to those generally applicable to other peer executives of the Company and its affiliated companies (to the same extent as if Executive had continued to serve in such capacity), but in no event shall such benefits be less favorable than those in effect for Executive immediately prior to the Announcement Date; provided, however, that if Executive becomes reemployed with another employer and becomes eligible to receive comparable benefits under another employer-provided plan, the benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In the event that Executive's participation in any such insurance plan, program or arrangement is barred, or any such plan, program or arrangement is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide Executive with benefits substantially similar to those which Executive would otherwise be entitled to receive hereunder. At the end of the period of coverage hereinabove provided for, Executive shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company that relates specifically to Executive. All medical and dental continuation coverage provided under this section shall run concurrently with COBRA coverage under Section 4980B(f) of the Internal Revenue Code of 1986.

3.3 Additional Obligations of the Company. Nothing herein shall relieve the Company of its obligations to Executive under any qualified or non-qualified retirement plan, deferred compensation plan, incentive compensation plan, stock purchase plan, stock option plan, stock ownership plan, bonus plan, supplemental plan, insurance program or plan, or any other compensation, benefit or welfare plan or arrangement, or any agreement entered into thereunder.

SECTION 4

SUCCESSORS; ASSIGNMENT

4.1 Successors to Executive. This Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representative, executors, administrators, successors, heirs, distributes, devises and legatees. If Executive should die while any amounts would still be payable to him hereunder, had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's devise, legatee, or other designee or, if there be no such designee, to Executive's estate.

4.2 Successors to Company. This Agreement and all obligations of the Company hereunder shall be binding on the Company and on any successor to the Company. The Company hereby agrees that it will not enter into any agreement to consolidate, amalgamate or merge with another entity or to convey all or substantially all of its assets to another entity unless such agreement provides for the rights set forth in this Agreement.

4.3 Assignment by Executive. Neither this agreement nor any of its benefits may be assigned by Executive.

SECTION 5

MISCELLANEOUS

5.1 Notice. Any notice provided for in this Agreement shall be actual notice and shall be deemed to have been duly given when actually received by Executive.

5.2 Waiver. The failure by any party to enforce any of its rights hereunder shall not be deemed to be a waiver of such rights, unless such waiver is an express written waiver. Waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.

5.3 Whole Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements or understandings among the parties other than those set forth herein or provided hereby. Without limiting the generality of the foregoing, Executive acknowledges that any and all prior employment agreements between the Company and Executive lapsed on or prior to the date of the Original Agreement, and Executive has no rights thereunder.

5.4 Choice of Law. The validity of this Agreement, the construction of its terms and the determination of the rights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of Louisiana applicable to contracts made and to be performed wholly within such state.

5.5 Amendment. The parties may amend this Agreement by an instrument in writing signed by both parties.

5.6 Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

5.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

5.8 Expenses. The Company shall reimburse Executive all expenses, including attorneys' fees, actually and reasonably incurred by Executive in any proceeding to enforce any of his rights under this Agreement.

5.9 Confidentiality. Upon receipt of the payments or benefits contemplated by Section 3 hereof, Executive agrees to refrain for a period of three years from divulging any non-public, confidential or proprietary information concerning the Company or its subsidiaries to any person or entity other than the Company, its subsidiaries or their respective officers, directors or advisors, provided that this obligation shall lapse prior to the end of such three-year period with respect to any information that (i) is or becomes generally available to the public other than as a result of a breach of this Section, (ii) is or becomes available to Executive on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not known by Executive to have violated any confidentiality agreement with the Company in connection with such disclosure, or (iii) is acquired or developed independently by Executive without violating this Section.

5.10 Demand for Benefits. Unless otherwise provided herein, the payment or payments due hereunder shall be paid to Executive without the need for demand, and to a beneficiary upon the receipt of the beneficiary's address and Social Security number. Nevertheless, Executive or a person claiming to be a beneficiary who claims entitlement to a benefit can file a claim for benefits hereunder with the Company. Unless otherwise provided herein, the Company shall accept or reject the claim within five business days of its receipt. If the claim is denied, the Company shall give the reason for denial in a written notice that refers to the provision of this Agreement that forms the basis of the denial. If any additional information or material is necessary to perfect the claim, the Company will identify these items in writing and explain why such additional information is necessary.

IN WITNESS WHEREOF, the parties have executed this instrument as of the date and year first above written.

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Exhibit 10.2(c)

FORM OF AMENDED AND RESTATED SEVERANCE AGREEMENT
(for Non-Executive Officers)

SEVERANCE AGREEMENT, dated as of May 23, 1995, as amended and restated as of November 16, 1995, by and between Century Telephone Enterprises, Inc., a Louisiana corporation (the "Company"), and ______________ ("Officer").

WITNESSETH:

WHEREAS, as of May 23, 1995, the Company and Officer entered into an agreement providing for severance benefits on terms and conditions substantially similar to those set forth herein (the "Original Agreement"); and

WHEREAS, the Company and Officer wish to modify the Original Agreement to completely amend and restate Section 3.2 thereof, as approved by the Compensation Committee of the Company's Board of Director's on November 16, 1995 and ratified by the full Board as of the same date;

NOW, THEREFORE, in consideration of the respective covenants and agreements of the parties contained herein, and intending to be legally bound hereby, the parties agree that the Original Agreement is hereby amended and restated in its entirety to read as follows:

SECTION 1

DEFINITIONS

As used herein, the following terms shall have the meanings specified.

1.1 The "Act" - the Securities Exchange Act of 1934, as amended.

1.2 "Announcement Date" - the earlier of (i) the day of the public announcement of a Change in Control (as hereinafter defined) or a proposal that results in a Change in Control or (ii) the date that the Board enters into negotiations with any person or entity, which negotiations result in a Change in Control.

1.3 "Auditors" - the Company's regular independent auditors as of the Announcement Date.

1.4 "Board" - the Board of Directors of the Company.

1.5 "Cause" - conviction of a felony, habitual intoxication, abuse of or addiction to a controlled dangerous substance, excessive absenteeism, the willful and continued failure by Officer to substantially perform his duties hereunder (other than any such failure resulting from Officer's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Officer has not substantially performed his duties, or the willful engaging by Officer in misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this paragraph, no act or failure to act on Officer's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Officer shall not be deemed to have been terminated for Cause without (i) reasonable notice to Officer setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Officer, together with his counsel, to be heard before the Board, and (iii) delivery to Officer of notice from the Board finding that, in the good faith opinion of the Board, Officer has been guilty of conduct set forth above in the preceding sentence, and specifying the particulars thereof in detail.

1.6 "Change in Control" - (i) the occurrence of an event with respect to the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act; (ii) any "person" (as such term in used in Section 13(d) and 14(d) of the Act), other than the Company or any "person" who on the date hereof is a director, officer, an employee benefit plan or related trust or affiliate of the Company, becoming the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors; (iii) the Company, its capital stock, or all or substantially all of its assets are acquired by or combined with (either through a merger, consolidation, reorganization, share exchange or otherwise) with another entity and less than a majority of the outstanding voting power of the parent or surviving corporation are owned, immediately after consummation of such transaction, by Century's shareholders immediately prior to such time; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board ceasing for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period shall have been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period.

1.7 "Code" - Internal Revenue Code of 1986, as amended.

1.8 "Company" - Century Telephone Enterprises, Inc. or any successor thereto.

1.9 "Compensation Amount" - the sum of (i) Officer's annual salary as of the Announcement Date plus (ii) all cash and stock bonuses (valued on the date of grant) earned by Officer for the most recent twelve-month period ending before the effective date of a Change in Control.

1.10 "Effective Termination" - following an Announcement Date, any action taken by the Company or any controlling entity of the Company in relation to Officer's salary, duties or position as an officer of the Company, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company (or any controlling entity of the Company) within three days after receipt of notice thereof given by Officer, that, in Officer's reasonable judgment, results in any of the following: (a) a reduction in Officer's salary as of the Announcement Date or a reduction in the value of the benefits received by Officer under any pension or welfare employee benefit plan maintained by the Company as of the Announcement Date; (b) a diminution in Officer's duties, responsibilities and position in the management of the Company and its subsidiaries including, without limitation, (i) the permanent assignment to Officer of duties not consistent with Officer's position as an officer of the Company, (ii) the demotion of Officer or (iii) the failure to provide Officer with secretarial assistance and all support, staff, office, equipment and other facilities necessary to carry out his functions as an officer of the Company;
(c) the relocation of Officer to an office outside of the city in which he performed his services for the Company immediately prior to the Announcement Date; or (d) the refusal to allow Officer to attend to matters or engage in activities not directly related to the business of the Company which are of the type which he attended to or engaged in prior to the Announcement Date or was permitted to attend to or engage in by the Chief Executive Officer or the Board prior to the Announcement Date.

SECTION 2

TERM

This Agreement shall terminate on the earlier of (i) May 24, 2000 or (ii) the date that Officer ceases to be an employee of the Company at any time prior to an Announcement Date.

SECTION 3

COMPENSATION UPON TERMINATION

3.1 Compensation and Severance Benefits. (a) If, during the period beginning on the Announcement Date and ending 18 months following the effective date of a Change in Control, the Company (or any controlling entity of the Company) shall terminate Officer's employment with the Company, other than for Cause, or if Officer resigns because an event constituting an Effective Termination has occurred, Officer shall receive, in addition to all amounts to which he is entitled pursuant to the Company's termination policies and plans then in effect, as severance pay, an amount equal to 150% of the Compensation Amount. Such severance payment shall be made in a lump sum within five business days of the date that Officer's employment is terminated or the date that Officer notifies the Company that an event constituting an Effective Termination has occurred.

(b) Contemporaneously with any payments due under paragraph (a) and in addition to any other amounts due, the Company shall pay in cash to Officer an additional amount (the "Gross-up Payment") such that the sum of all such payments will enable Officer to receive on a net basis, after deducting any excise tax imposed on Officer by Section 4999 of the Code in connection with his receipt of all such payments and any federal, state and local income taxes imposed on Officer in connection with his receipt of all such payments, the same dollar amount as Officer would receive on a net basis (after deducting any applicable federal, state and local income taxes) if no such excise tax were payable under Section 4999 of the Code. In connection with making the Gross-up Payment, the Company shall cause the Auditors to furnish written calculations of
(a) Officer's "base amount" within the meaning of Section 280G of the Code and the regulations promulgated thereunder (the "Base Amount"), (b) the amount of any "parachute payment" deemed to have been received by Officer with respect to the Change in Control within the meaning of Section 280G of the Code and the regulations promulgated thereunder (the "Parachute Payment") and (c) the aggregate marginal income tax rate applicable to Officer, after taking into account all applicable federal, state and local income taxes (the "Applicable Rate"). Upon receipt of these calculations from the Auditors, the parties shall, unless they mutually agree in writing to the contrary, determine the amount of the Gross-up Payment in accordance with the following formula:

G = (.2P - .2B) / (.8 - R)

where G is the amount of the Gross-up Payment, P is the amount of the Parachute Payment, B is the Base Amount and R is the Applicable Rate. If the Auditors fail to timely complete and deliver the calculations referred to above, the Company may defer making the Gross-up Payment (but no other payments contemplated hereunder) until such calculations are received, provided that no deferral shall be permitted if the Auditor's untimeliness is caused directly or indirectly by the Company's failure to cooperate in good faith with the Auditors and further provided that in no event whatsoever shall this payment be deferred by more than 10 business days.

3.2 Election of Benefits. If during the period beginning on the Announcement Date and ending eighteen months following the effective date of a Change of Control, the Company (or any controlling entity of the Company) shall terminate Officer's employment with the Company, other than for Cause, or if Officer resigns because an event constituting an Effective Termination has occurred, the Company shall, at its cost, continue for eighteen months following such termination date health, dental and life insurance benefits to Officer and his family at least equal to those generally applicable to other peer Officers of the Company and its affiliated companies (to the same extent as if Officer had continued to serve in such capacity), but in no event shall such benefits be less favorable than those in effect for Officer immediately prior to the Announcement Date; provided, however, that if Officer becomes reemployed with another employer and becomes eligible to receive comparable benefits under another employer-provided plan, the benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In the event that Officer's participation in any such insurance plan, program or arrangement is barred, or any such plan, program or arrangement is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide Officer with benefits substantially similar to those which Officer would otherwise be entitled to receive hereunder. At the end of the period of coverage hereinabove provided for, Officer shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company that relates specifically to Officer. All medical and dental continuation coverage provided under this section shall run concurrently with COBRA coverage under Section 4980B(f) of the Internal Revenue Code of 1986.

3.3 Additional Obligations of the Company. Nothing herein shall relieve the Company of its obligations to Officer under any qualified or non-qualified retirement plan, deferred compensation plan, incentive compensation plan, stock purchase plan, stock option plan, stock ownership plan, bonus plan, supplemental plan, insurance program or plan, or any other compensation, benefit or welfare plan or arrangement, or any agreement entered into thereunder.

SECTION 4

SUCCESSORS; ASSIGNMENT

4.1 Successors to Officer. This Agreement and all rights of Officer hereunder shall inure to the benefit of and be enforceable by the Officer's personal or legal representative, executors, administrators, successors, heirs, distributes, devises and legatees. If Officer should die while any amounts would still be payable to him hereunder, had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Officer's devise, legatee, or other designee or, if there be no such designee, to Officer's estate.

4.2 Successors to Company. This Agreement and all obligations of the Company hereunder shall be binding on the Company and on any successor to the Company. The Company hereby agrees that it will not enter into any agreement to consolidate, amalgamate or merge with another entity or to convey all or substantially all of its assets to another entity unless such agreement provides for the rights set forth in this Agreement.

4.3 Assignment by Officer. Neither this agreement nor any of its benefits may be assigned by Officer.

SECTION 5

MISCELLANEOUS

5.1 Notice. Any notice provided for in this Agreement shall be actual notice and shall be deemed to have been duly given when actually received by Officer.

5.2 Waiver. The failure by any party to enforce any of its rights hereunder shall not be deemed to be a waiver of such rights, unless such waiver is an express written waiver. Waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.

5.3 Whole Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements or understandings among the parties other than those set forth herein or provided hereby.

5.4 Choice of Law. The validity of this Agreement, the construction of its terms and the determination of the rights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of Louisiana applicable to contracts made and to be performed wholly within such state.

5.5 Amendment. The parties may amend this Agreement by an instrument in writing signed by both parties.

5.6 Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

5.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

5.8 Expenses. The Company shall reimburse Officer all expenses, including attorneys' fees, actually and reasonably incurred by Officer in any proceeding to enforce any of his rights under this Agreement.

5.9 Confidentiality. Upon receipt of the payments or benefits contemplated by Section 3 hereof, Officer agrees to refrain for a period of 18 months from divulging any non-public, confidential or proprietary information concerning the Company or its subsidiaries to any person or entity other than the Company, its subsidiaries or their respective officers, directors or advisors, provided that this obligation shall lapse prior to the end of such 18-month period with respect to any information that (i) is or becomes generally available to the public other than as a result of a breach of this Section, (ii) is or becomes available to Officer on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not known by Officer to have violated any confidentiality agreement with the Company in connection with such disclosure, or (iii) is acquired or developed independently by Officer without violating this Section.

5.10 Demand for Benefits. Unless otherwise provided herein, the payment or payments due hereunder shall be paid to Officer without the need for demand, and to a beneficiary upon the receipt of the beneficiary's address and Social Security number. Nevertheless, Officer or a person claiming to be a beneficiary who claims entitlement to a benefit can file a claim for benefits hereunder with the Company. Unless otherwise provided herein, the Company shall accept or reject the claim within five business days of its receipt. If the claim is denied, the Company shall give the reason for denial in a written notice that refers to the provision of this Agreement that forms the basis of the denial. If any additional information or material is necessary to perfect the claim, the Company will identify these items in writing and explain why such additional information is necessary.

IN WITNESS WHEREOF, the parties have executed this instrument as of the date and year first above written.

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