EXHIBIT 10.4
AMENDMENT NO. 1
to
Restricted Stock Agreement
Under the 1988 Incentive Compensation Plan
AMENDMENT NO. 1, dated as of May 22, 1995, to the Restricted Stock
Agreement under the 1988 Incentive Compensation Plan, dated February 23, 1993
(the "Incentive Agreement"), by and between Century Telephone Enterprises, Inc.
(the "Company") and the undersigned officer of the Company specified below:
WITNESSETH:
WHEREAS, on May 22, 1995 the Compensation Committee of the Board of
Directors of the Company duly authorized management of the Company to delete
from each incentive compensation agreement between the Company and its officers
any provision that limits the benefits payable thereunder in any manner designed
to limit or avoid the imposition of excise taxes under Section 280G or 4999 of
the Internal Revenue Code of 1986, as amended; and
WHEREAS, the Incentive Agreement contains such a provision;
NOW, THEREFORE, the parties agree as follows:
1. The force and effect of Section 3 of the Incentive Agreement and all
rights and obligations arising thereunder are hereby terminated and revoked in
their entirety as of the date hereof, and all references to such section
contained elsewhere in the Incentive Agreement shall be disregarded.
2. Section 2.3(d) of the Incentive Agreement is hereby amended so that
it reads in its entirety as follows:
All restrictions on the Restricted Stock shall immediately lapse
and the shares shall vest
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(d) upon the occurrence of any event specified in Section 11.11 of
the Program or pursuant to any other provision of the Program.
3. Subject to Sections 1 and 2, all remaining sections of the Incentive
Agreement are, and shall continue to be, in full force and effect and are hereby
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
to take effect as of the date indicated above.
CENTURY TELEPHONE ENTERPRISES, INC.
By:_________________________________
Xxx X. Xxxxxx
Vice President - Human Resources
_________________________________
