AMENDED AND RESTATED
2002 DIRECTORS STOCK OPTION PLAN
WHEREAS, the CenturyTel, Inc. 2002 Directors Stock Option Plan (the "Plan") was adopted by the Board of
Directors of CenturyTel, Inc. (the "Company") on February 26, 2002 and approved by the shareholders of the
Company on May 9, 2002, and Amendment No. 1 to the Plan was approved by the Board of Directors of the
Company on May 29, 2003; and
WHEREAS, the Board of Directors now wishes to amend Section 10.2 of the Plan to provide that no Awards
may be granted under the Plan later than May 9, 2012, which is ten years after the Plan was approved by the
NOW THEREFORE, Section 10.2 of the Plan is hereby amended to read as provided herein and the Plan is
hereby restated in its entirety reflecting such amendment to read as follows:
1. Purpose of the Plan.
The purpose of the CenturyTel, Inc. 2002 Directors Stock Option Plan is to promote the interests of the
Company and its shareholders by strengthening the Company's ability to attract, motivate and retain Directors of
experience and ability, and to encourage the highest level of Directors performance by providing Directors with a
proprietary interest in the Company's financial success and growth.
2.1 "Board" means the Board of Directors of the Company.
2.2 "Committee" means the Compensation Committee of the Board or a subcommittee thereof. The Committee
shall consist of not fewer than two members of the Board of Directors, each of whom shall (a) qualify as a "non-
employee director" under Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "1934 Act"),
or any successor rule, and (b) qualify as an "outside director" under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder (collectively, "Section 162
2.3 "Common Stock" means the common stock, $1.00 par value per share of the Company.
2.4 "Company" or "C