EXHIBIT 4.3
                                                  TO REGISTRATION STATEMENT

                             CENTURYTEL, INC.



       FORM OF RESOLUTION TO BE ADOPTED BY SPECIAL PRICING COMMITTEE
              (to be used in connection with authorizing the
             issuance of any series of senior debt securities
                   under the below-mentioned Indenture)




     WHEREAS,  the  Board  of Directors of CenturyTel, Inc. (the "Company")
has previously authorized (i)  the  appropriate  officers of the Company to
take various actions necessary to permit the Company to register, issue and
sell various securities of the Company, including  senior  debt securities,
with an aggregate initial offering price not to exceed $2 billion  and (ii)
the  Special  Pricing Committee of the Board of Directors to establish  the
specific terms  and  conditions  of any one or more series of the Company's
senior debt securities to be issued and sold from time to time; and

     WHEREAS,  the  Special Pricing  Committee,  acting  pursuant  to  such
authorization, deems  it  desirable and in the best interest of the Company
and its shareholders to authorize  the  issuance  of $___,000,000 aggregate
principal amount of senior debt securities of the Company;

NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:

                I.     AUTHORIZATION OF TERMS OF SECURITIES

RESOLVED THAT:

          The Company shall create and issue $___,000,000 aggregate
principal amount of its senior debt securities, consisting of $___,000,000
aggregate principal amount of senior notes designated as the "CenturyTel,
Inc. _____% Senior Notes, Series __, Due ____" (the "New Senior Notes"), at
the prices described below and in accordance with the Indenture dated as of
March 31, 1994 ("Indenture"), between the Company and Regions Bank
(successor to First American Bank & Trust of Louisiana and Regions Bank of
Louisiana), as Trustee ("Trustee"), all on the terms and conditions set
forth below:

               (a)  The New Senior Notes will mature on _____________.

               (b)  The New Senior Notes shall bear interest from
_____________, 200__ until the principal thereof becomes due and payable at
the rate of ____% per annum, payable semi-annually on _____________ and
_____________ of each year commencing _____________, and any overdue
principal and (to the extent that the payment of such interest is
enforceable under applicable law) any overdue installment of interest
thereon shall bear interest at the same rate per annum; the principal of
and the interest on the New Senior Notes shall be payable in any coin or
currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debts, at the office or
agency of the Company maintained in accordance with the Indenture.  The
regular record date with respect to any interest payment date for the New
Senior Notes shall be _____________ or _____________, as the case may be,
immediately preceding such interest payment date, whether or not such date
is a business day.

          (c)  The New Senior Notes will not be redeemable prior to
maturity.

                                    OR

               The New Senior Notes may not be redeemed prior to
__________.  The New Senior Notes may be redeemed from time to time on not
less than 30 nor more than 60 days' prior notice given as provided in the
Indenture, as a whole or in part, at the option of the Company, on any date
or dates on or after ________, and prior to maturity, at the applicable
percentage of the principal amount thereof to be redeemed as set forth
below under the heading "Redemption Price" during the respective twelve
month periods beginning ____ of the years shown below:

               YEAR                     REDEMPTION PRICE

                                                  %



and thereafter at 100% of the principal amount, together, in each case,
with accrued interest to the date fixed for redemption (but if the date
fixed for redemption is an interest payment date, the interest installment
payable on such date shall be payable to the registered holder at the close
of business on the applicable record date).

                                    OR

               The New Senior Notes will be redeemable, as a whole or in
part, at the option of the Company at any time, at a redemption price equal
to the greater of (i) 100% of the principal amount of such series to be
redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments (as hereinafter defined) thereon discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as hereinafter defined) plus ____ basis
points for the New Senior Notes, together with accrued interest (if any) on
the principal amount being redeemed to the redemption date.

               "Treasury Rate" means, with respect to any redemption date,
     the rate per annum equal to the semi-annual equivalent yield to
     maturity (computed as of the second business day immediately preceding
     such redemption date) of the Comparable Treasury Issue, assuming a
     price for the Comparable Treasury Issue (expressed as a percentage of
     its principal amount) equal to the Comparable Treasury Price for such
     redemption date.

               "Comparable Treasury Issue" means the United States Treasury
     security selected by an Independent Investment Banker that would be
     utilized, at the time of selection and in accordance with customary
     financial practice, in pricing new issues of corporate debt securities
     of comparable maturity to the remaining term of the New Senior Notes.
     "Independent Investment Banker" means one of the Reference Treasury
     Dealers appointed by the Trustee after consultation with the Company.

               "Comparable Treasury Price" means, with respect to any
     redemption date, (i) the average of the bid and asked prices for the
     Comparable Treasury Issue (expressed in each case as a percentage of
     its principal amount) on the third business day preceding such
     redemption date, as set forth in the daily statistical release (or any
     successor release) published by the Federal Reserve Bank of New York
     and designated "Composite 3:30 p.m. Quotations for U.S. Government
     Securities" or (ii) if such release (or any successor release) is not
     published or does not contain such prices on such business day, (A)
     the average of the Reference Treasury Dealer Quotations for such
     redemption date, after excluding the highest and lowest such Reference
     Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than
     four such Reference Treasury Dealer Quotations, the average of all
     such Quotations.  "Reference Treasury Dealer Quotations" means, with
     respect to each Reference Treasury Dealer and any redemption date, the
     average, as determined by the Trustee, of the bid and asked prices for
     the Comparable Treasury Issue (expressed in each case as a percentage
     of its principal amount) quoted in writing to the Trustee by such
     Reference Treasury Dealer at 3:30 p.m. New York time on the third
     business day preceding such redemption date.

               "Reference Treasury Dealer" means each of
     __________________, ___________________, and ____________________, and
     their respective successors; PROVIDED, HOWEVER, that if any of the
     foregoing shall cease to be a primary U.S. Government securities
     dealer in New York City (a "Primary Treasury Dealer"), the Company
     shall substitute therefor another Primary Treasury Dealer.

               "Remaining Scheduled Payments" means the remaining scheduled
     payments of the principal of the New Senior Notes to be redeemed and
     interest thereon that would be due after the related redemption date
     but for such redemption; PROVIDED, HOWEVER, that if such redemption
     date is not an interest payment date with respect to such New Senior
     Notes, the amount of the next succeeding scheduled interest payment
     thereon will be reduced by the amount of interest accrued thereon (if
     any) to such redemption date.

               Notice of any redemption will be mailed at least 30 days but
no more than 60 days before the redemption date to each holder of the New
Senior Notes to be redeemed.

               Unless the Company defaults in payment of the redemption
price, on and after the applicable redemption date interest will cease to
accrue on the New Senior Notes, as applicable, or portions thereof called
for redemption.  (If Applicable)

          (d)  There will be no mandatory sinking fund payments for any
series of the New Senior Notes.

          (e)  The New Senior Notes will be issued in the form of fully
registered global securities ("Global Securities") which will be deposited
with, or on behalf of, The Depositary Trust Company, New York, New York
("DTC"), and registered in the name of DTC's nominee.  The New Senior Notes
may only be transferred, in whole and not in part, to another nominee of
DTC or to a successor of DTC or its nominee, unless the New Senior Notes
are subsequently issued in definitive form in the limited circumstances
described below.  So long as a nominee of DTC is a registered owner of the
New Senior Notes, such nominee will be considered the sole owner or holder
of the New Senior Notes for all purposes under the Indenture.  Except as
provided below, owners of beneficial interests will not be entitled to have
New Senior Notes registered in their names, will not receive or be entitled
to receive physical delivery of New Senior Notes in definitive form and
will not be considered the owners or holders thereof under the Indenture.
If DTC is at any time unwilling or unable to continue as depositary and a
successor depositary is not appointed by the Company within 90 days, the
Company will issue New Senior Notes in definitive form in exchange for the
Global Securities.  In addition, the Company may at any time determine not
to have the New Senior Notes represented by Global Securities and, in such
event, will issue New Senior Notes in definitive form in exchange for the
Global Securities.  In either instance, an owner of a beneficial interest
in the Global Securities will be entitled to have New Senior Notes equal in
principal amount to such beneficial interest registered in its name and
will be entitled to physical delivery of such New Senior Notes in
definitive form.  New Senior Notes so issued in definitive form will be
issued in denominations of $1,000 and integral multiples thereof and will
be issued in registered form only, without coupons.

                 II.   AUTHORIZATION OF FORM OF SECURITIES

RESOLVED THAT:

          (1)  The New Senior Notes and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the
following form:

                        (FORM OF FACE OF SECURITY)

     THIS SECURITY IS A REGISTERED GLOBAL SECURITY AND IS REGISTERED IN THE
     NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
     OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR
     IN PART FOR A SECURITY IN DEFINITIVE REGISTERED FORM, AND NO TRANSFER
     OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED IN THE NAME OF
     ANY PERSON OTHER THAN DTC OR ITS NOMINEE, EXCEPT IN THE LIMITED
     CIRCUMSTANCES DESCRIBED ELSEWHERE HEREIN.

     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     DTC TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF
     TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
     REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
     MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
     AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     No._____________                                   $_____________
                                        CUSIP NO.________________

                             CENTURYTEL, INC.
                  ____% Senior Notes, Series __, Due ____

          CenturyTel, Inc., a corporation duly organized and existing under
     the laws of the State of Louisiana (herein referred to as the
     "Company"), for value received, hereby promises to pay to
     _____________, or registered assigns, the principal sum of
     _____________ Dollars on _____________ and to pay interest on said
     principal sum from the most recent interest payment date to which
     interest has been paid or duly provided for, or, if no interest has
     been paid or duly provided for, from _______, semi-annually on
     _____________ and _____________ in each year, commencing
     _____________, at the rate of ____% per annum until the principal
     hereof shall have become due and payable, and on any overdue principal
     and (to the extent that payment of such interest is enforceable under
     applicable law) on any overdue installment of interest at the same
     rate per annum.  The interest installment so payable, and punctually
     paid or duly provided for, on any interest payment date will, as
     provided in the Indenture hereinafter referred to, be paid to the
     person in whose name this Security (or one or more Predecessor
     Securities, as defined in such Indenture) is registered at the close
     of business on the regular record date for such interest installment,
     which shall be the _____________ or _____________, as the case may be
     (whether or not a business day), immediately preceding such interest
     payment date.  Any such interest installment not so punctually paid or
     duly provided for shall forthwith cease to be payable to the
     registered holder on such regular record date, and may be paid to the
     person in whose name this Security (or one or more Predecessor
     Securities) is registered at the close of business on a special record
     date to be fixed by the Trustee for the payment of such defaulted
     interest, notice of which shall be given to the registered holders of
     this series of Securities not more than 15 days and not less than 10
     days prior to such special record date, or may be paid at any time in
     any other lawful manner not inconsistent with the requirements of any
     securities exchange on which this Security may be listed, and upon
     such notice as may be required by such exchange, all as more fully
     provided in the Indenture hereinafter referred to.  The principal of
     and the interest on this Security shall be payable in any coin or
     currency of the United States of America which at the time of payment
     is legal tender for payment of public and private debt, at the office
     or agency of the Company maintained for that purpose in the City of
     Monroe and State of Louisiana, or the Borough of Manhattan, the City
     and State of New York.

          This Security shall not be entitled to any benefit under the
     Indenture hereinafter referred to, or be valid or become obligatory
     for any purpose, until the Certificate of Authentication hereon shall
     have been signed by or on behalf of the Trustee.

          The provisions of this Security are continued on the reverse side
     hereof and such continued provisions shall for all purposes have the
     same effect as though fully set forth at this place.

          IN WITNESS WHEREOF, the Company has caused this instrument to be
     executed.

                              Dated_______________________________________


                              CENTURYTEL, INC.



                              By__________________________________________

                                        [President/Vice President]

     Attest:


                              By__________________________________________

                                          [Secretary/Assistant Secretary]



                  (FORM OF CERTIFICATE OF AUTHENTICATION)

                       CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the above-designated series
     therein referred to in the within-mentioned Indenture.

                               Regions Bank
                   as Trustee, Authenticating Agent and
                            Security Registrar


                       By _________________________
                            Authorized Officer


                  (FORM OF ADDITIONAL TERMS  OF SECURITY)

          This Security is one of a duly authorized series of Securities of
     the  Company (herein sometimes referred to as the  "Securities"),  all
     issued  or to be issued in one or more series under and pursuant to an
     Indenture  dated  as  of  March  31,  1994 duly executed and delivered
     between the Company and Regions Bank, an  Alabama  banking corporation
     organized  and  existing  under  the  laws  of  the  State of  Alabama
     (successor  to  First American Bank & Trust of Louisiana  and  Regions
     Bank of Louisiana),  as  Trustee (herein referred to as the "Trustee")
     (such Indenture hereinafter  referred to as the "Indenture"), to which
     Indenture reference is hereby  made  for  a description of the rights,
     limitation of rights, obligations, duties and immunities thereunder of
     the Trustee, the Company and the holders of  the  Securities.   By the
     terms  of  the  Indenture, the Securities are issuable in series which
     may vary as to amount, date of maturity, rate of interest and in other
     respects as in the  Indenture  provided.  This Security (herein called
     the "Security") is one of the series  designated  on  the  face hereof
     (herein called the "Series") limited in aggregate principal  amount to
     $___,000,000.

          In  case  an Event of Default, as defined in the Indenture,  with
     respect to the Series  shall  have  occurred  and  be  continuing, the
     principal of all of the Securities of the Series may be  declared, and
     upon  such  declaration shall become, due and payable, in the  manner,
     with  the effect  and  subject  to  the  conditions  provided  in  the
     Indenture.

          The  Indenture contains provisions permitting the Company and the
     Trustee, with  the  consent of the holders of not less than a majority
     in  aggregate principal  amount  of  the  Securities  of  each  series
     affected  at  the  time  Outstanding,  as defined in the Indenture, to
     execute  supplemental  indentures  for  the   purpose  of  adding  any
     provisions  to  or changing in any manner or eliminating  any  of  the
     provisions of the  Indenture  or  of  any supplemental indenture or of
     modifying in any manner the rights of the  holders  of the Securities;
     PROVIDED,  HOWEVER,  that  no  such supplemental indenture  shall  (i)
     extend the fixed maturity of any  Securities  or any series, or reduce
     the principal amount thereof, or reduce the rate or extend the time of
     payment of interest thereon, or reduce any premium  payable  upon  the
     redemption thereof, without the consent of the holder of each Security
     so affected or (ii) reduce the aforesaid percentage of Securities, the
     holders  of  which  are  required  to consent to any such supplemental
     indenture, without the consent of the  holders  of  each Security then
     Outstanding  and  affected  thereby.   The  Indenture  also   contains
     provisions permitting the holders of a majority in aggregate principal
     amount  of  the  Securities of any series at the time Outstanding,  on
     behalf of the holders  of Securities of such series, to waive any past
     default in the performance  of  any  of the covenants contained in the
     Indenture, or established pursuant to  the  Indenture  with respect to
     such series, and its consequences, except a default in the  payment of
     the  principal  of,  or  premium,  if  any,  or interest on any of the
     Securities  of  such  series.   Any  such  consent or  waiver  by  the
     registered holder of this Security (unless revoked  as provided in the
     Indenture) shall be conclusive and binding upon such  holder  and upon
     all  future  holders  and  owners of this Security and of any Security
     issued in exchange hereof or  in place hereof (whether by registration
     of transfer or otherwise), irrespective of whether or not any notation
     of such consent or waiver is made upon this Security.

          No reference herein to the  Indenture  and  no  provision of this
     Security or of the Indenture shall alter or impair the  obligation  of
     the Company, which is absolute and unconditional, to pay the principal
     of  and  interest  on  this Security at the times and place and at the
     rate and in the currency herein prescribed.

          [The Securities are  issuable  as  registered  Securities without
     coupons  in denominations of $1,000 or any integral multiple  thereof.
     Securities  may  be  exchanged,  upon  presentation  thereof  for that
     purpose, at the office or agency of the Company in the City of  Monroe
     and   State   of   Louisiana,   for  other  Securities  of  authorized
     denominations, and for a like aggregate  principal  amount and series,
     and  upon  payment  of  a  sum  sufficient to cover any tax  or  other
     governmental charge in relation thereto.] [DELETE IF GLOBAL SECURITIES
     ARE TO BE ISSUED.]

          The Securities will not be redeemable prior to maturity.

                                    OR

          The  Securities may not be redeemed  prior  to  __________.   The
     Securities  may  be redeemed from time to time on not less than 30 nor
     more than 60 days' prior notice given as provided in the Indenture, as
     a whole or in part, at the option of the Company, on any date or dates
     on  or after ________,  and  prior  to  maturity,  at  the  applicable
     percentage of the principal amount thereof to be redeemed as set forth
     below  under  the  heading  "Redemption  Price"  during the respective
     twelve month periods beginning ____ of the years shown below:

          YEAR                     REDEMPTION PRICE

                                             %



     and  thereafter  at  100% of the principal amount, together,  in  each
     case, with accrued interest  to  the date fixed for redemption (but if
     the  date  fixed  for  redemption is an  interest  payment  date,  the
     interest installment payable  on  such  date  shall  be payable to the
     registered  holder  at the close of business on the applicable  record
     date).

                                    OR

          The Securities of this Series are subject to redemption, as a
     whole or in part, at any time, at the option of the Company, upon not
     less than 30 nor more than 60 days notice by mail, at a redemption
     price equal to the greater of (i) 100% of the principal amount of the
     Securities to be redeemed and (ii) the sum of the present values of
     the Remaining Scheduled Payments (as hereinafter defined) thereon
     discounted to the redemption date on a semi-annual basis (assuming a
     360-day year consisting of twelve 30-day months) at the Treasury Rate
     (as hereinafter defined) plus [       ] basis points, together with
     accrued interest (if any) on the principal amount being redeemed to
     the redemption date.

               "Treasury Rate" means, with respect to any redemption date,
          the rate per annum equal to the semi-annual equivalent yield to
          maturity (computed as of the second Business Day immediately
          preceding such redemption date) of the Comparable Treasury Issue,
          assuming a price for the Comparable Treasury Issue (expressed as
          a percentage of its principal amount) equal to the Comparable
          Treasury Price for such redemption date.

               "Comparable Treasury Issue" means the United States Treasury
          security selected by an Independent Investment Banker that would
          be utilized, at the time of selection and in accordance with
          customary financial practice, in pricing new issues of corporate
          debt securities of comparable maturity to the remaining term of
          this Security.  "Independent Investment Banker" means one of the
          Reference Treasury Dealers appointed by the Trustee after
          consultation with the Company.

               "Comparable Treasury Price" means, with respect to any
          redemption date, (i) the average of the bid and asked prices for
          the Comparable Treasury Issue (expressed in each case as a
          percentage of its principal amount) on the third Business Day
          preceding such redemption date, as set forth in the daily
          statistical release (or any successor release) published by the
          Federal Reserve Bank of New York and designated "Composite 3:30
          p.m. Quotations for U.S. Government Securities" or (ii) if such
          release (or any successor release) is not published or does not
          contain such prices on such Business Day, (A) the average of the
          Reference Treasury Dealer Quotations for such redemption date,
          after excluding the highest and lowest such Reference Treasury
          Dealer Quotations, or (B) if the Trustee obtains fewer than four
          such Reference Treasury Dealer Quotations, the average of all
          such Quotations.  "Reference Treasury Dealer Quotations" means,
          with respect to each Reference Treasury Dealer and any redemption
          date, the average, as determined by the Trustee, of the bid and
          asked prices for the Comparable Treasury Issue (expressed in each
          case as a percentage of its principal amount) quoted in writing
          to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New
          York time on the third Business Day preceding such redemption
          date.

               "Reference Treasury Dealer" means each of _____________,
          ____________, and ________________, and their respective
          successors; PROVIDED, HOWEVER, that if any of the foregoing shall
          cease to be a primary U.S. Government securities dealer in New
          York City (a "Primary Treasury Dealer"), the Company shall
          substitute therefor another Primary Treasury Dealer.

               "Remaining Scheduled Payments" means the remaining scheduled
          payments of the principal of this Security to be redeemed and
          interest thereon that would be due after the related redemption
          date but for such redemption; PROVIDED, HOWEVER, that if such
          redemption date is not an interest payment date with respect to
          this Security, the amount of the next succeeding scheduled
          interest payment thereon will be reduced by the amount of
          interest accrued thereon (if any) to such redemption date.

          Notice of any redemption will be mailed at least 30 days but no
     more than 60 days before the redemption date to each holder of
     Securities to be redeemed.

          Unless the Company defaults in payment of the redemption price,
     on and after the applicable redemption date interest will cease to
     accrue on this Security, or portions thereof called for redemption.
     (If Applicable)

          [As provided in the Indenture and subject to certain limitations
     therein set forth, this Security is transferable by the registered
     holder hereof on the Security Register of the Company, upon surrender
     of this Security for registration of transfer at the office or agency
     of the Company in the City of Monroe and State of Louisiana
     accompanied by a written instrument or instruments of transfer in form
     satisfactory to the Company or the Security Registrar duly executed by
     the registered holder hereof or his attorney duly authorized in
     writing, and thereupon one or more new Securities of authorized
     denominations and for the same aggregate principal amount and series
     will be issued to the designated transferee or transferees.  No
     service charge will be made for any such transfer, but the Company may
     require payment of a sum sufficient to cover any tax or other
     governmental charge payable in relation thereto.]  [DELETE IF GLOBAL
     SECURITIES ARE TO BE ISSUED.]

          [Prior to due presentment for registration of transfer of this
     Security the Company, the Trustee, any paying agent and any Security
     Registrar may deem and treat the registered holder hereof as the
     absolute owner hereof (whether or not this Security shall be overdue
     and notwithstanding any notice of ownership or writing hereon made by
     anyone other than the Security Registrar) for the purpose of receiving
     payment of or on account of the principal hereof and interest due
     hereon and for all other purposes, and neither the Company nor the
     Trustee nor any paying agent nor any Security Registrar shall be
     affected by any notice to the contrary.]  [DELETE IF GLOBAL SECURITIES
     ARE TO BE ISSUED.]

          No recourse shall be had for the payment of the principal of or
     the interest on this Security, or for any claim based hereon, or
     otherwise in respect hereof, or based on or in respect of the
     Indenture, against any incorporator, stockholder, affiliate, officer
     or director, past, present or future, as such, of the Company or of
     any predecessor or successor corporation, whether by virtue of any
     constitution, statute or rule of law, or by the enforcement of any
     assessment or penalty or otherwise, all such liability being, by the
     acceptance hereof and as part of the consideration for the issuance
     hereof, expressly waived and released.

          Capitalized terms used herein and not otherwise defined herein
     shall have the respective meanings set forth in the Indenture.

          The Indenture and this Security shall be governed by and
     construed in accordance with the laws of the State of Louisiana.

          (2)  The office of Regions Bank located at 1500 North 18th
Street, Monroe, Louisiana, is hereby designated and created as the agency
of the Company in the City of Monroe and State of Louisiana at which (i)
both the principal and the interest on the New Senior Notes are payable on
the terms and conditions specified in the Indenture and notices,
presentations and demands to or upon the Company in respect the New Senior
Notes may be given or made and (ii) the New Senior Notes may be surrendered
for transfer or exchange and transferred or exchanged in accordance with
the terms of the Indenture;

          (3)  The office of Regions Bank in Montgomery, Alabama, is hereby
designated and created as Security Registrar of the Company at which (i)
the Company shall register the New Senior Notes, (ii) the New Senior Notes
may be surrendered for transfer or exchange and transferred or exchanged in
accordance with the terms of the Indenture, and (iii) books for the
registration and transfer of the New Senior Notes shall be kept; and

          (4)  The New Senior Notes hereby authorized by these resolutions
shall be in substantially the form and shall have the characteristics
provided in the Indenture, and the form of the New Senior Notes of each
such series set forth in these resolutions is hereby approved and adopted.

             III.   AUTHORIZATION OF SALE OF NEW SENIOR NOTES

RESOLVED THAT:

          (1)  The President or any Vice President is hereby authorized to
execute and deliver on behalf of the Company an Underwriting Agreement in
substantially the form of the Underwriting Agreement presented to the
members of this Committee, reflecting the terms of the sale of the New
Senior Notes to the Underwriters named in such agreement, along with the
accompanying Price Determination Agreement that confirms that the sale
price of the New Senior Notes (after deducting an underwriting discount of
____%) shall be ____% of the principal amount thereof;

          (2)  The President or any Vice President and the Secretary or any
Assistant Secretary are hereby authorized and directed to deliver to the
Trustee a certified record of these resolutions setting forth the terms of
the New Senior Notes as required by Section 2.01 of the Indenture;

          (3)  The President or any Vice President is hereby authorized to
execute certificates in such forms as they deem necessary representing
$___,000,000 aggregate principal amount of New Senior Notes on behalf of
the Company under its corporate seal or a facsimile attested by the
Secretary or any Assistant Secretary, and the signature of the President,
or any Vice President, may be in the form of a facsimile signature of the
present or any future President or Vice President and the signature of the
Secretary or any Assistant Secretary in attestation of the corporate seal
may be in the form of a facsimile signature of the present or any future
Secretary or Assistant Secretary, and should any officer who signs, or
whose facsimile signature appears upon, any of the New Senior Notes cease
to be such an officer prior to their issuance, the New Senior Notes so
signed or bearing such facsimile signature shall still be valid, and
without prejudice to the use of the facsimile signature of any other
officer as hereinabove authorized, the facsimile signature of Glen F. Post
III, President, and the facsimile signature of Harvey P. Perry, Secretary,
are hereby expressly approved and adopted;

          (4)  The officers of the Company are hereby authorized to cause
the New Senior Notes to be delivered to the Trustee for authentication and
delivery by it in accordance with the provisions of the Indenture, and the
Trustee is hereby authorized and requested to authenticate the New Senior
Notes upon compliance by the Company with the provisions of the Indenture
and to deliver the same to or upon the written order of the President or
any Vice President of the Company, and the President or any Vice President
is hereby authorized and directed to apply to the Trustee for the
authentication and delivery of New Senior Notes;

          (5)  The President or any Vice President and the Treasurer or any
Assistant Treasurer of the Company are hereby authorized and empowered to
apply, in the name and on behalf of the Company, the net proceeds received
by the Company in connection with the offering of the New Senior Notes in
the manner described in the offering materials prepared and filed, or to be
prepared and filed, in connection with the offering of the New Senior
Notes;

          (6)  The officers are hereby authorized to issue and sell the
aggregate principal amounts of the New Senior Notes at the price and upon
the terms and conditions set forth in the Underwriting Agreement (including
the accompanying Price Determination Agreement) covering the sale of the
New Senior Notes;

          (7)  The officers of the Company are hereby authorized to
disseminate and file with the Securities and Exchange Commission any
prospectus supplements (to the prospectus dated _______________, 2000
forming a part of Registration Statement No. 333-________), or any
amendments or supplements thereto, that may be necessary or appropriate;

          (8)  The officers of the Company are authorized to execute and
deliver all such instruments and documents, to incur on behalf of the
Company all such expenses and obligations, to make all such payments, and
to do all such other acts and things as they may consider necessary or
desirable in connection with the accomplishment of the intent and purposes
of the foregoing resolutions, including without limitation obtaining all
necessary and appropriate CUSIP numbers and debt ratings, retaining all
necessary printing companies, depositary companies, engraving companies and
other agents or advisers, executing and delivering all closing instruments
that are contemplated by the Indenture or Underwriting Agreement or that
are otherwise customary and appropriate, and issuing any necessary and
appropriate press releases; and

          (9)  All actions heretofore taken by the officers of the Company
that would have been authorized hereunder if taken after the adoption of
these resolutions are hereby ratified and confirmed in all respects as the
acts of the Company.