Exhibit 10.6
AMENDMENTS TO THE
CENTURY TELEPHONE ENTERPRISES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
STATE OF LOUISIANA
PARISH OF OUACHITA
BE IT KNOWN, that on this 18th day of March, 1997, 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 amendments to the Century
Telephone Enterprises, Inc. Employee Stock Ownership Plan and Trust, such
amendments to be effective as if included in the amended and restated plan dated
December 30, 1994:
1. Delete the first full paragraph on page 1, which begins with the
word "WHEREAS," and insert the following in lieu thereof:
"WHEREAS, the Settlor has previously established the Century
Telephone Enterprises, Inc. Employee Stock Ownership Plan and
Trust; and"
2. Add the following sentence at the end of the last paragraph on
page 1:
"The primary purpose of the Employee Stock Ownership Plan and
Trust is to invest in employer securities."
3. Amend Section 1.14(a) to read as follows:
"(a) The January 1 or July 1 on which or immediately following the
date on which an Employee satisfies the requirements of Section 2.1;
or"
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4. Add the following paragraph at the end of Section 5.1:
"Any distribution under this Section 5.1 shall comply with the
consent requirements contained in Section 7.3."
5. Add the following sentence at the beginning of Section 6.1:
"Upon the death of a Participant, his or her beneficiary shall be
entitled to receive the full amount credited to his Account."
6. Add the following paragraph at the end of Section 6.3:
"The beneficiary of a Participant who is married at the time of his
death shall be his surviving spouse unless his surviving spouse
consents in writing on the form provided for that purpose by the
Plan Administrator to the designation of another beneficiary. A
consent by a Participant's spouse shall not be effective unless such
consent is witnessed by the Plan Administrator or a Notary Public."
7. Add the following paragraph at the end of Section 6.4:
"If a Participant who is married at the time of his death has not
properly designated a beneficiary other than his spouse in
accordance with the last paragraph of Section 6.3, the Participant's
beneficiary shall be his surviving spouse."
8. Add the following sentence at the end of Section 6.5:
"Any distribution hereunder shall comply with the consent
requirements contained in Section 7.3."
9. Delete the second sentence of Section 17.1(a) and insert the
following in lieu thereof:
"Any such loan which is made or guaranteed, directly or indirectly,
by a disqualified person or party in interest is referred to herein
as an 'exempt loan'."
10. Delete the second sentence of Section 17.1(i) and insert the
following in lieu thereof:
"For purposes of the allocation to be made under Section 4.2, assets
released from the Suspense Account shall be treated as having been
contributed to the
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Plan in the Plan Year in which they are released, and shall be
allocated to Participant's Accounts in non-monetary units."
11. Delete the first paragraph of Section 17.2 and insert the
following in lieu thereof:
"Each Participant in the Plan (or, in the event of the Participant's
death, the Participant's beneficiary) is, for purposes of this
Section 17.2, 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 is to be
voted on each matter brought before an annual or special
stockholders' meeting of the Employer. Before each such meeting of
the 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."
12. Delete the third paragraph of Section 17.2 and insert the
following in lieu thereof:
The number of votes attributable to each Participant shall be
determined as follows:
(a) first, the total number of shares of Company Stock allocated
as of the record date for the matter requiring the vote shall
be determined;
(b) next, the total number of votes attributable to all Company
Stock owned by the Plan shall be determined;
(c) next, the number of votes attributable to allocated shares
shall be determined by multiplying the total number of
available votes by a fraction, the numerator of which shall be
the number of allocated shares, and the denominator of which
shall be total shares;
(d) next, the number of votes determined under (iii), above,
shall be attributed to each Participant, in the ratio in
which the number of shares allocated to such Participant's
Account or Accounts as of the immediately preceding Valuation
Date bears to the total number shares allocated to
Participant's Accounts as of such date."
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13. Delete Section 17.4 and insert the following in lieu thereof:
"Any Employer contributions which are used by the Trustee (not later
than the due date, including extensions, for filing the Company's
Federal income tax return for the Plan Year) to pay interest on an
exempt loan shall not be included as annual additions under Section
4.8; provided, however, that the provisions of this Section 17.4
shall be applicable only for a Plan Year in which not more than
one-third (1/3) of the Employer contributions applied to pay
principal and/or interest on an exempt loan are allocated to
Participants who are highly compensated employees, as defined in
Section 414(q) of the Code; and the Committee shall reallocate such
Employer contributions to the extent necessary to satisfy this
special rule."
14. Delete Section 17.5 and insert the following in lieu thereof:
"17.5 [RESERVED]"
15. Delete Section 17.6 and insert the following in lieu thereof:
"17.6 INVESTMENT DIVERSIFICATION.
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Each Participant in the Plan who has attained age fifty-five (55)
and has completed at least ten (10) years of participation in the
Plan shall be permitted to direct the investment of twenty-five
percent (25%) of the total number of shares of Company Stock
acquired by or contributed to the Plan after December 31, 1986 and
allocated to his Account in the Plan, reduced by the number of
shares of Company Stock previously diversified pursuant to an
election under this paragraph. This election may be made within the
ninety (90) day period following the end of each Plan Year during
the six (6) Plan Year period beginning with the first Plan Year in
which the Participant is eligible to make the election. For the last
Plan Year in which the Participant can make an election, this
paragraph shall be applied by substituting "fifty percent (50%)" for
"twenty-five percent (25%)" herein.
If a Participant elects to diversify pursuant to the preceding
paragraph, the Committee shall facilitate such diversification by
making available to the Participant at least three (3) investment
options which are not Company Stock, and which are consistent with
the requirements of regulations promulgated by the Secretary of the
Treasury. These investment options may be provided either in this
Plan or in another qualified plan sponsored by the Employer. The
number and type of investment options available, and the
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determination regarding the inclusion of the investment options in
this Plan or another qualified plan, shall be at the sole discretion
of the Committee.
The Trustee shall comply with any diversification election hereunder
within ninety (90) days following the ninety (90) day election
period by either (i) substituting other investment assets in this
Plan for the Company Stock as to which the election is made, or (ii)
if the Participant's investment options are made available under
another qualified plan, transferring to such qualified plan the net
cash proceeds realized from the sale by the Plan of the shares of
Company Stock for which diversification is elected."
16. Add the following subsection (d) at the end of Section 17.7:
"(d) Any distribution hereunder shall comply with the consent
requirements contained in Sections 411(a)(11) and 409(o) of the
Code."
17. Add the following sentence at the end of Trust Section 1.1:
"The Trust shall be operated for the exclusive benefit of
Participants and beneficiaries, and the Trust Fund shall not be used
for or diverted to purposes other than for the exclusive benefit of
Participants and beneficiaries."
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
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R. Stewart Ewing, Jr., Senior Vice
President and Chief Financial Officer
/s/ Sherry Bowen
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/s/ Kathy Tettleton
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NOTARY PUBLIC
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