EXHIBIT 10.3
AMENDMENT NO. 1
to
Performance Share Agreement
Under the 1990 Incentive Compensation Plan
AMENDMENT NO. 1, dated as of May 22, 1995, to the Performance Share
Agreement under the 1990 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 4.2 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. Subject to Section 1, 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:_________________________________
▇▇▇ ▇. ▇▇▇▇▇▇
Vice President - Human Resources
_________________________________
