FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED CENTURYTEL, INC.
2002 MANAGEMENT INCENTIVE COMPENSATION PLAN
(February 25, 2004 Grants)
THIS AGREEMENT is entered into as of February 25, 2004 by and between CenturyTel, Inc., a Louisiana
corporation ("CenturyTel"), and _________________ ("Optionee").
WHEREAS, Optionee is a key employee of CenturyTel or one of its subsidiaries (collectively, the "Company")
and CenturyTel considers it desirable and in its best interest that Optionee be given an incentive to advance the
interests of CenturyTel by possessing an option to purchase shares of the common stock, $1.00 par value per
share, of CenturyTel (the "Common Stock") under the Amended and Restated CenturyTel, Inc. 2002
Management Incentive Compensation Plan (the "Plan"), which was approved by the Board of Directors of
CenturyTel on February 26, 2002, approved by the shareholders at CenturyTel's 2002 Annual Meeting of
Shareholders on May 9, 2002 and most recently amended and restated by the Board of Directors of CenturyTel
on February 25, 2004;
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
Grant of Option
1.01 In consideration of future services, CenturyTel hereby grants to Optionee, effective February 25, 2004 (the
"Date of Grant"), the right, privilege and option to purchase _______ shares of Common Stock (the "Option") at
an exercise price of $28.34 per share.
1.02 The Option is a non-qualified stock option and shall not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Time of Exercise
2.01 Subject to the provisions of the Plan and the other provisions of this Agreement, the Optionee shall be
entitled to exercise the Option as follows:
The Option shall expire and may not be exercised later than ten years after the Date of Grant.
2.02 Notwithstanding the foregoing, the Option shall become accelerated and immediately ex