Exhibit 10.4
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 11th day of July, 1995,
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.
WHEREAS, Sections 12.2 and 12.3 were inadvertently omitted from
the 1994 Amendment and Restatement of the Century Telephone Enterprises,
Inc. Stock Bonus Plan, PAYSOP and Trust;
NOW, THEREFORE, the following amendment is hereby made to
the Century Telephone Enterprises, Inc. Stock Bonus Plan, PAYSOP and
Trust, effective as if included in the 1994 Amendment and Restatement of the
Century Telephone Enterprises, Inc. Stock Bonus Plan, PAYSOP and Trust:
Insert Sections 12.2 and 12.3 in the Table of Contents, as follows:
"12.2 Voting Rights
12.3 Rights on Tender or Exchange Offer"
Insert Sections 12.2 and 12.3 in the Plan as follows:
"12.2 Voting Rights.
Each Participant in the Plan (or, in the event of the
Participant's death, the Participant's beneficiary) is, for
purposes of this Section 12.2, hereby designated a "named
fiduciary" within the meaning of Section 403(a)(1) of ERISA
and shall be entitled to direct the Plan and Trustee as to the
manner in which Company Stock allocated to the Account or
Accounts of such Participant (but excluding any PAYSOP Tax
Credit Account of the Participant which is treated under
Section 17.5(e)) is to be voted on each matter brought before
an annual or special stockholders' meeting of the Employer.
Before each such meeting of stockholders, the Trustee shall
cause to be furnished to each Participant (or beneficiary) a
copy of the proxy solicitation material, together with a form
requesting confidential directions on how such shares of stock
allocated to such Participant's Account or Accounts shall be
voted on each such matter. Upon timely receipt of such
directions the Trustee shall on each such matter vote as
directed the number of votes attributable, as provided below,
to such Participant.
The instructions received by the Trustee from
Participants shall be held by the Trustee in strict confidence
and shall not be divulged or released to any person, including
officers or employees of the Employer or any affiliate;
provided, however, that to the extent necessary for the
operation of the Plan, such instructions may be relayed by the
trustee to a recordkeeper, auditor or other person providing
services to the Plan if such person (i) is not the Employer, an
affiliate or any employee, officer or director thereof, and (ii)
agrees not to divulge such directions to any other person,
including employees, officers and directors of the Employer
and its affiliates.
The number of votes attributable to each Participant
shall be determined as follows:
(i) first, the total number of votes attributable to
Company Stock owned by the Plan (excluding
the PAYSOP portion thereof), shall be
determined;
(ii) second the number of votes determined under
(i), above, shall be attributed to each
Participant, in the ratio which the number of
shares allocated to such Participant's Account or
Accounts (excluding the PAYSOP Tax Credit
Account of the Participant) as of the
immediately preceding Valuation Date bears to
the total number of shares owned by the Plan
(excluding the PAYSOP portion thereof) as of
such date.
Each Participant, as a named fiduciary, shall also be
entitled to separately direct the vote (excluding any votes
attributable to PAYSOP Tax Credit Accounts of Participants)
of a portion of the number of votes with respect to which a
signed voting-direction instrument is not timely received from
the Participants and a portion of the number of votes with
respect to any shares of stock not then allocated to Accounts of
Participants ("Undirected Votes"). Such direction with respect
to each Participant who timely elects to direct the vote of
Undirected Votes as a named fiduciary shall be with respect to
a number of Undirected Votes equal to the total number of
Undirected Votes multiplied by a fraction, the numerator of
which is the total number of votes attributable to such
Participant and the denominator of which is the total number
of votes attributable to all Participants who timely elect to vote
Undirected Votes as a named fiduciary.
12.3 Rights on Tender or Exchange Offer.
Each Participant (or, in the event of the Participant's
death, the Participant's beneficiary) is, for purposes of this
Section 12.3, hereby designated a "named fiduciary" within the
meaning of Section 403(a)(1) of ERISA and shall have the
right, to the extent of the number of shares of Company Stock
allocated to such Participant's Account or Accounts (including
a PAYSOP Tax Credit Account of the Participant), to direct
the Trustee in writing as to the manner in which to respond to
a tender or exchange offer with respect to shares of Company
Stock. The Trustee shall use its best efforts to timely
distribute or cause to be distributed to each Participant (or
beneficiary) such information as will be distributed to
stockholders of the Employer in connection with any such
tender or exchange offer. Upon timely receipt of such
instructions, the Trustee shall respond as instructed with
respect to shares of Company Stock allocated to such
Participant's Account or Accounts. The instructions received
by the Trustee from Participants shall be held by the Trustee
in strict confidence and shall not be divulged or released to any
person, including officers or employees of the Employer or any
affiliate; provided, however, that to the extent necessary for
the operation of the Plan, such instructions may be relayed by
the Trustee to a recordkeeper, auditor or other person
providing services to the Plan if such person (i) is not the
Employer, an affiliate or any employee, officer or director
thereof, and (ii) agrees not to divulge such directions to any
other person including employees, officers and directors of the
Employer and its affiliates. If the Trustee shall not receive
timely instruction from a Participant (or beneficiary) as to the
manner in which to respond to such a tender or exchange
offer, the Trustee shall not tender or exchange any shares of
Company Stock with respect to which such Participant has the
right of direction. Each Participant, as a named fiduciary,
shall also be entitled to separately direct the tender of a portion
of the shares of Company Stock not allocated to Accounts of
Participants. Such direction shall be with respect to the
number of such unallocated shares of Company Stock
multiplied by a fraction, the numerator of which is the total
shares of Company Stock allocated to the Participant's Account
or Accounts and the denominator of which is the total number
of shares of Company Stock which are allocated to the
Accounts of all Participants. In effecting the foregoing, to the
extent possible, the Trustee shall tender or exchange shares of
Company Stock entitled to one vote per share prior to shares
of Company Stock having greater than one vote per share.
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 appearers 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.,
/s/ Marta L. Cole Senior Vice President and
_____________________ Chief Financial Officer
/s/ Kathy Tettleton
___________________________________
Notary Public
ACCEPTANCE OF AMENDMENT BY TRUSTEE
STATE OF LOUISIANA
PARISH OF OUACHITA
On this 11th day of July, 1995,
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
July 11, 1995.
THUS DONE AND SIGNED at Monroe, Louisiana, on the date first
above written.
WITNESSES: REGIONS BANK OF LOUISIANA
/s/ Joyce Barnes /s/ William W. Keith
______________________ By:______________________________
William W. Keith, Executive Vice
President and Trust Officer
/s/ Michelle L. Allen
______________________
Cathy M. Yelverton
_______________________________
Notary Public