1.    Purpose. The purpose of the CenturyTel, Inc. 2005 Executive Officer
      Short-Term Incentive Program (the "Program") is to advance the interests
      of CenturyTel, Inc. (the "Company") by providing an annual incentive bonus
      to be paid to certain designated executive officers of the Company based
      on the achievement of pre-established quantitative performance goals.
2.    Shareholder Approval. The payment of any bonus hereunder is subject to the
      approval of the Program, including the material terms of performance goals
      used in the Program, by the shareholders of the Company at the 2005 Annual
      Shareholders Meeting.
3.    Administration. The Program shall be administered by the Compensation
      Committee of the Board of Directors of the Company or, if all of the
      members of the Compensation Committee do not qualify as "outside
      directors" under Section 162(m) of the Internal Revenue Code ("Section
      162(m)"), by a subcommittee of the Compensation Committee, all of the
      members of which qualify as "outside directors." The authority of the
      committee or subcommittee that administers the Program (the "Committee")
      shall include, in particular, authority to:
      (a)   designate participants for a particular year;
      (b)   establish performance goals and objectives for a particular year;
      (c)   establish regulations for the administration of the Program and make
            all determinations deemed necessary for the administration of the
            Program; and
      (d)   certify as to whether performance goals have been met.
      Notwithstanding the foregoing, all annual incentive bonuses payable under
      the Program shall be ratified by the Board of Directors of the Company.
4.    Eligibility. The Committee shall designate prior to March 31 of each year
      the executive officers of the Company who shall participate in the Program
      that year. If no designation is made for any particular year, all
      individuals designated as executive officers of the Company in the
      Company's by-laws shall be deemed participants in the Program that year.
      Executive officers who do not participate in the Program will participate
      in the Company's Key Employee Incentive Compensation Plan, as it may be
      amended or restated from time to time, or a successor plan (the "Key
      Employee Plan").
5.    Incentive Bonus. Each participant shall be eligible to be paid an annual
      bonus in an amount not to exceed $3.0 million. Before March 31 of each
      year for which a bonus is to be payable hereunder (a "Program Year"), the
      Committee shall establish the performance goals for that year and the
      objective criteria pursuant to which the bonus for that year is
      to be payable. The Committee has the discretion to decrease, but not
      increase, the amount of the bonus from the amount that is payable under
      the terms of the pre-established criteria for the applicable year. The
      performance goals each year shall apply to performance of the Company or
      one or more of its divisions, subsidiaries or lines of business and shall
      be based upon one or more of the following performance goals: return on
      equity, cash flow, assets or investment; shareholder return; changes in
      revenues, operating income, cash flow, cash provided by operating
      activities, earnings or earnings per share; customer growth; customer
      satisfaction or an economic value added measure. For any Program Year,
      performance goals may be measured on an absolute basis or relative to a
      group of peer companies selected by the Committee, relative to internal
      goals or industry benchmarks, or relative to levels attained in prior
      years. The Committee may change the performance goals each year to any of
      those listed above and may also change the targets applicable to the
      performance goals from year to year.
6.    Payment of Incentive Bonus. As soon as practicable after the Company has
      publicly announced its earnings for the year for which the incentive bonus
      will be paid, the Committee shall evaluate the Company's performance to
      determine the amount of the incentive bonus that has been earned. In
      performing such evaluation, the Committee shall make all adjustments
      necessary to exclude the effect of any non-recurring transaction described
      in the Committee's Guidelines for Administering Annual Incentive Bonus
      Programs, as in effect for the applicable Program Year. The Committee
      shall also make adjustments necessary to exclude the effect of any change
      in accounting standards required by any regulatory agency or
      self-regulatory organization, including the Financial Accounting Standards
      Board. The Committee shall certify, either in writing or by the adoption
      of written resolutions, prior to the payment of any incentive bonus under
      the Program, that the performance goals applicable to the bonus payment
      were met. The incentive bonus may be paid in whole or part in the form of
      cash, restricted stock or restricted stock units of the Company in the
      discretion of the Committee. Shares of restricted stock issued in payment
      hereunder may be paid under any of the Company's stock-based incentive
      plans that provide for grants of restricted stock or restricted stock
      units. The incentive bonus will be paid by the March 15 following the end
      of the year for which it was earned, unless deferred under a separate
      benefit plan of the Company.
7.    Termination of Employment. (a) Except as otherwise provided in paragraphs
      (b), (c) or (d) of this Section 7, in order to be eligible to receive a
      bonus under the Program, a participant must be an employee of the Company
      at the time bonus payments become payable in the ordinary course to all
      participants in accordance with the terms and conditions of the Program
      and the procedures of the Committee, unless this requirement is waived by
      the Committee under such special circumstances as may be determined by the
      (b)   (i)   A participant who is not employed by the Company at the time
                  bonus payments become payable under the Program for a Program
                  Year may nevertheless be entitled to a full or partial bonus
                  if such participant is a "Qualifying Participant" for such
                  Program Year.
            (ii)  A "Qualifying Participant" is a participant whose employment
                  is terminated due to:
                  (A)   retirement on or after age 55 after completing five full
                        years of employment with the Company. Years of
                        employment with the Company will be determined by
                        accumulating such participant's full months of
                        employment with the Company, in the aggregate and
                        without regard to whether such employment was
                        continuous, and dividing such amount by 12;
                  (B)   death; or
                  (C)   disability.
      (c)   (i)   A Qualifying Participant whose employment is terminated with
                  the Company following the completion of a Program Year, but
                  before bonus payments become payable under the Program with
                  respect to such Program Year, shall be entitled to receive a
                  bonus based on the same terms and conditions (including the
                  same payment schedule) previously authorized under the Program
                  and by the Committee, as applicable to active participants for
                  such Program Year.
            (ii)  Any Qualifying Participant whose employment with the Company
                  is terminated at any time after the 90th day of a Program Year
                  shall be entitled to a pro rata cash bonus for such Program
                  Year based on the same terms and conditions (including the
                  same payment schedule) previously authorized under the Program
                  and by the Committee, as applicable for Program participants
                  for such Program Year, the amount of which shall equal the
                  product of the cash bonus that would have been payable to the
                  Qualifying Participant for the full Program Year multiplied by
                  a fraction, the numerator of which equals the number of
                  calendar days of the Program Year that elapsed through the
                  Qualifying Participant's last date of employment with the
                  Company and the denominator of which is 365.
            (iii) Any bonus payable to a Qualifying Participant under this
                  Section 7 shall be payable to such participant at the time
                  bonuses are payable to active participants with respect to
                  such Program Year.
      (d)   Nothing in this Section 7 shall reduce or limit the right of a
            participant to receive cash payments under his or her Change of
            Control Agreement with the Company following a Change of Control (as
            defined in such agreements).
      (e)   Any bonus payment to a participant, or the conditions thereof,
            deviating from the terms and conditions of paragraphs (a), (b) or
            (c) must be approved by the Committee and will only be considered
            for approval if such deviation would not,
            in the opinion of counsel to the Company, limit the Company's
            federal income tax reduction for such bonus payment under Section
8.    Forfeiture of Benefits. In the event a participant is discharged by the
      Company for cause, including, without limitation, fraud, embezzlement,
      theft, commission of a felony, proven dishonesty or other unethical
      behavior, or disclosure of trade secrets of the Company, then the amount
      of any benefit provided under this Program to which the participant would
      otherwise be entitled shall be forfeited. The decision of the Committee as
      to the cause of a former participant's discharge shall be final.
9.    Employee Rights Under the Program. Nothing in this Program shall be
      construed to:
            (a)   grant any officer of the Company any claim or right to be
                  granted an award under this Program;
            (b)   limit in any way the right of the Company to terminate a
                  participant's employment with the Company at any time; or
            (c)   be evidence of any agreement or understanding, express or
                  implied, that the Company will employ a participant in any
                  particular position or at any particular rate of remuneration.
10.   Assignments and Transfers. A participant may not assign, encumber or
      transfer his or her rights and interests under the Program.
11.   Amendment and Termination. The Committee may amend, suspend or terminate
      the Program at any time in its sole and absolute discretion. Any amendment
      or termination of the Program shall not, however, affect the right of a
      participant to receive any earned but unpaid incentive bonus.
12.   Withholding of Taxes. The Company shall deduct from the amount of any
      incentive bonus paid hereunder any federal or state taxes required to be
13.   Term of Program. The Program applies to each of the five calendar years
      during the period beginning January 1, 2005 and ending December 31, 2009,
      unless terminated earlier by the Committee.
14.   Performance-Based Compensation under Section 162(m) of the Internal
      Revenue Code. The Company intends that any incentive bonus paid to an
      executive officer under the Program will qualify as "performance-based"
      compensation under Section 162(m). Nothing in this Program precludes the
      Company from making additional payments or special awards to a participant
      outside of the Program that may or may not qualify as "performance-based"
      compensation under Section 162(m), provided that such payment or award
      does not affect the qualification of any bonus paid or payable under the
      Program as "performance-based" compensation.
      The undersigned Secretary of CenturyTel, Inc. hereby certifies that the
foregoing CenturyTel, Inc. 2005 Executive Officer Short-Term Incentive Program
was (i) recommended to the Board of Directors of CenturyTel, Inc. (the "Board")
by its Compensation Committee at a meeting of the Compensation Committee duly
held on February 17, 2005, (ii) adopted by the Board at a meeting duly held on
February 22, 2005, and (iii) approved by the requisite affirmative vote of the
shareholders of CenturyTel, Inc. at its 2005 Annual Meeting of Shareholders held
on May 12, 2005.