CENTURYTEL, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                2000 RESTATEMENT


I.       Purpose of the Plan
         -------------------

         1.01 The CenturyTel,  Inc. Supplemental  Executive Retirement Plan (the
"Plan") is intended to provide  CenturyTel,  Inc.  and its  subsidiaries  with a
method for  attracting  and  retaining  key  employees,  to provide a method for
recognizing the  contributions of such personnel,  and to promote  executive and
managerial flexibility,  thereby advancing the interests of CenturyTel, Inc. and
its stockholders, by providing retirement benefits in addition to those provided
under the general retirement programs of CenturyTel, Inc.

         1.02 This 2000  Restatement of the Plan is intended to consolidate into
one  document  all  changes to the Plan since the 1995  Restatement,  to clarify
certain  defined  terms  and  provisions,  and  to  provide  for  the  following
additional changes:

              o  to provide service credit for new participants for service
                 only while a participant in the Plan;

              o  to incorporate an automatic cost of living adjustment to
                 benefits payable under the Plan;

              o  to liberalize early retirement entitlement; and

              o  to provide for a subsidized early retirement adjustment
                 for longer service participants.

II.      Definitions
         -----------

         As used in this Plan,  the  following  terms  shall  have the  meanings
indicated, unless the context otherwise specifies or requires:

         2.01 "ACCRUED  BENEFIT"  shall mean, as of Normal  Retirement  Date, an
amount equal to the basic monthly  benefit to which a Participant is entitled in
accordance with Section 5.01 using his Average Monthly  Compensation,  Estimated
Social  Security  Benefit  and  Credited  Service  determined  as of his  Normal
Retirement  Date.  "Accrued  Benefit",  as of any given date  other than  Normal
Retirement  Date,  shall mean an amount  equal to the basic  monthly  benefit to
which a  Participant  is  entitled in  accordance  with  Section  5.01 using his
Average Monthly  Compensation,  Estimated  Social Security  Benefit and Credited
Service as of such given date, in lieu of Normal Retirement Date.

         2.02 "ACTUARIAL  EQUIVALENT"  shall mean the equivalent in value of the
amounts expected to be received under the Plan under different forms of payment.

         For  purposes  of  the   determination   of  the  present  value  of  a
Participant's  Accrued  Benefit,  actuarial  equivalency  shall be based upon an
interest  rate equal to the annual rate of  interest  on 30- year United  States
Treasury  securities for the full calendar month  preceding the January 1, April
1, July 1 and October 1 Plan quarter that contains the date of distribution, and
the 1983 Group Annuity Mortality Table (50% male, 50% female) for pre-retirement
and post-retirement mortality.

         For all other purposes,  actuarial  equivalency  shall be based upon an
interest  assumption of five percent (5%), and the 1983 Group Annuity  Mortality
Table (50% male, 50% female) for pre- retirement and post-retirement mortality.

         2.03  "AVERAGE  MONTHLY  COMPENSATION"  shall  mean the  average of the
thirty six (36) consecutive months'  Compensation of a Participant which produce
the  highest  average  out of the  last  one  hundred  twenty  (120)  months  of
participation.  Any  period of unpaid  Leave of  Absence  will be  excluded  for
purposes of determining  Average  Monthly  Compensation,  and periods of service
preceding  and  following  an unpaid  Leave of  Absence  may be  combined.  If a
Participant's  period of  participation  is less than  thirty-six  (36)  months,
Average  Monthly   Compensation  shall  be  determined   utilizing  all  of  the
Participant's months of service.

         2.04 "BENEFIT SERVICE" shall mean employment for which a Participant is
entitled to receive  service  credit for  accrual of benefits  under the Plan in
accordance with the provisions of Section 4.02.

         2.05  "BOARD  OF  DIRECTORS"  shall  mean not less than a quorum of the
whole Board of Directors of CenturyTel, Inc.

         2.06  "CHANGE IN CONTROL" shall mean the occurrence of any of the
following:

                           (a)  the  acquisition  by any  person  of  beneficial
              ownership  of 30% or more  of the  outstanding  shares  of the
              common stock,  $1.00 par value per share (the "Common  Stock")
              of  CenturyTel,  Inc.  ("CenturyTel"),  or 30% or  more of the
              combined  voting  power  of  CenturyTel's   then   outstanding
              securities  entitled  to vote  generally  in the  election  of
              directors;  provided,  however,  that  for  purposes  of  this
              subsection   (a),  the   following   acquisitions   shall  not
              constitute a Change of Control:

                                (i)    any acquisition (other than a Business
                           Combination (as defined  below) which  constitutes a
                           Change of Control  under Section  2.06(c) hereof) of
                           Common Stock directly from CenturyTel,

                                (ii)   any acquisition of Common Stock by
                           CenturyTel or its subsidiaries,

                                (iii)  any acquisition of Common Stock by any
                           employee benefit plan (or related trust) sponsored
                           or maintained by CenturyTel or any corporation
                           controlled by CenturyTel, or

                                (iv)   any acquisition of Common Stock by any
                           corporation  pursuant to a Business Combination that
                           does not constitute a Change of Control under Section
                           2.06(c) hereof; or

                           (b)  individuals who, as of January 1,  2000,
                  constitute  the  Board  of  Directors  of   CenturyTel   (the
                  "Incumbent Board") cease for any reason to constitute at least
                  a majority of the Board of Directors;  provided, however, that
                  any  individual  becoming a director  subsequent  to such date
                  whose  election,  or nomination  for election by  CenturyTel's
                  shareholders, was approved by a vote of at least two-thirds of
                  the directors  then  comprising  the Incumbent  Board shall be
                  considered  a  member  of the  Incumbent  Board,  unless  such
                  individual's  initial  assumption of office occurs as a result
                  of an actual or  threatened  election  contest with respect to
                  the  election  or  removal  of  directors  or other  actual or
                  threatened solicitation of proxies or consents by or on behalf
                  of a person other than the Incumbent Board; or

                           (c)  consummation of a reorganization, share
                  exchange, merger or consolidation (including any such
                  transaction involving any direct or indirect subsidiary of
                  CenturyTel), or sale or other disposition of all or
                  substantially  all of the assets of  CenturyTel  (a "Business
                  Combination"); provided, however, that in no such case  shall
                  any such transaction constitute a Change of Control if
                  immediately following such Business Combination:

                                (i)    the individuals  and  entities who were
                           the  beneficial  owners of  CenturyTel's  outstanding
                           Common  Stock  and  CenturyTel's   voting  securities
                           entitled  to  vote   generally  in  the  election  of
                           directors   immediately   prior   to  such   Business
                           Combination   have  direct  or  indirect   beneficial
                           ownership, respectively, of more than 50% of the then
                           outstanding shares of Common Stock, and more than 50%
                           of the combined voting power of the then  outstanding
                           voting  securities  entitled to vote generally in the
                           election of directors  of the  surviving or successor
                           corporation,  or, if applicable,  the ultimate parent
                           company thereof (the "Post-Transaction Corporation"),
                           and

                                (ii)   except  to  the   extent   that  such
                           ownership existed prior to the Business  Combination,
                           no person (excluding the Post-Transaction Corporation
                           and any  employee  benefit  plan or related  trust of
                           either CenturyTel,  the Post-Transaction  Corporation
                           or any subsidiary of either corporation) beneficially
                           owns, directly or indirectly, 20% or more of the then
                           outstanding shares of Common Stock of the corporation
                           resulting from such  Business  Combination  or 20% or
                           more  of the combined voting power of the then out-
                           standing  voting securities of each corporation, and

                                (iii)  at least a majority  of the members of
                           the  board  of  directors  of  the   Post-Transaction
                           Corporation  were members of the  Incumbent  Board at
                           the time of the  execution of the initial  agreement,
                           or of the action of the Board of Directors, providing
                           for such Business Combination; or

                           (d)  approval by the shareholders of CenturyTel of a
                  complete liquidation or dissolution of CenturyTel.

For purposes of this Section 2.06, the term "person" shall mean a natural person
or entity,  and shall also mean the group or syndicate  created when two or more
persons act as a syndicate  or other group  (including,  without  limitation,  a
partnership or limited  partnership) for the purpose of acquiring,  holding,  or
disposing of a security,  except that  "person"  shall not include an underwrite
temporarily holding a security pursuant to an offering of the security.

         2.07  "COMMITTEE"  shall mean three (3) or more members of the Board of
Directors as described in Section  15.01 of the Plan,  or the Board of Directors
if no Committee has been appointed.

         2.08  "COMPANY" shall mean CenturyTel, Inc., any Subsidiary thereof,
and any affiliate designated by the Company as a participating employer under
this Plan.

         2.09  "COMPENSATION" shall  mean  the sum of a  Participant's  Salary,
determined  under Section 2.19,  and Incentive  Compensation,  determined  under
Section 2.14, for a particular month.

         2.10  "DISABILITY"  shall mean a condition  which  makes a  Participant
unable to perform each of the material duties of his regular occupation where he
is  likely  to  remain  thus  incapacitated  continuously  and  permanently,  as
determined by the Committee  pursuant to its authority  granted under Article XV
hereof.

         2.11  "EFFECTIVE DATE" of this Restatement  shall be February 22, 2000,
for Participants  employed and participating in the Plan as of such date, except
as  may  otherwise  be  provided  in  specific   Articles  or  Sections  hereof.
Notwithstanding  the foregoing,  (1) the survivor annuity provided under Article
IX hereof  shall only apply to  Participants  who had not  retired as of July 1,
1994 and whose date of death was on or after July 1, 1994,  and the amendment to
the definition of  Compensation  contained in the 1994 Amendment and Restatement
of the Plan shall apply to  Compensation  paid on or after January 1, 1994,  (2)
the benefits  provided  hereunder for Jim D. Reppond and C. Kenneth Conrad shall
be computed  without regard to the amendment to the  definition of  Compensation
contained in the 1994 Amendment and Restatement of the Plan and the provision of
the  survivor  annuity  referenced  in  the  preceding  sentence,  and  (3)  the
amendments to the Plan contained in the 2000 Restatement  shall not apply to any
Participant  who  terminated  employment  prior to February 22,  2000.  Any such
Participant's  benefit shall be determined  pursuant to the terms of the Plan as
in effect prior to the 2000 Restatement.

         2.12  "EMPLOYER" shall mean CenturyTel, Inc., any Subsidiary thereof,
and any affiliate designated by the Company as a participating employer under
this Plan.

         2.13  "ESTIMATED SOCIAL SECURITY BENEFIT" shall mean the monthly
primary insurance amount calculated to be available at age sixty five (65) based
on the Social Security law in effect on the Participant's Normal Retirement Date
or  an  earlier  date  of  determination.  The  primary  insurance  amount  of a
Participant who terminates prior to Normal Retirement Date shall be based on the
assumption  that the Participant  earns no compensation  between his termination
date and his Normal Retirement Date.

         2.14  "INCENTIVE COMPENSATION" shall mean the monthly equivalent of the
amount  awarded to a  Participant  under the  Company's  Key Employee  Incentive
Compensation Program, or other incentive compensation  arrangement maintained by
the Company and listed on a Schedule  attached  hereto,  including the amount of
any stock award in its cash  equivalent  at the time of  conversion of the award
from cash to stock. A Participant's  Incentive  Compensation shall be determined
on a monthly basis by dividing the amount of the Incentive Compensation award by
the  number  of  months to which the  award  relates.  Each  award of  Incentive
Compensation  shall,  for  purposes of this Plan,  be  allocated to the month or
months to which the award  relates,  i.e.,  that period of time during which the
award was earned.

         2.15  "LEAVE OF ABSENCE" shall mean any extraordinary absence
authorized by the Employer under the Employer's standard personnel practices.

         2.16  "NORMAL  RETIREMENT DATE"  shall mean the first day of the month
coincident with or next following a Participant's sixty-fifth (65th) birthday.

         2.17  "PARTICIPANT" shall  mean any  officer  of the  Employer  who is
granted  participation  in the Plan in accordance with the provisions of Article
III.

         2.18  "PLAN" shall mean this CenturyTel, Inc. Supplemental Executive
Retirement Plan, as amended and restated herein.

         2.19  "SALARY" shall mean the monthly equivalent of a Participant's
base rate of pay,  exclusive,  however,of  bonus  payments,  overtime  payments,
commissions,  imputed income on life insurance,  vehicle allowances,  relocation
expenses, severance payments, and any other extra compensation.

         2.20  "SUBSIDIARY" shall mean any corporation in which the Company owns
directly or indirectly through subsidiaries, at least fifty percent (50%) of the
combined voting power of all classes of stock.

         2.21  "VESTING SERVICE" shall mean employment for which a Participant
is entitled to receive  service credit for vesting in benefits under the Plan in
accordance with the provisions of Section 4.01.

III.     Participation
         -------------

         3.01  Any officer who is either one of the key employees of the Company
in a  position  to  contribute  materially  to the  continued  growth and future
financial success of the Company, or one who has made a significant contribution
to the Company's  operations,  thereby  meriting special  recognition,  shall be
eligible to participate provided all of the following requirements are met:

               a.   The officer is employed on a full-time basis by the Company;

               b.   The officer is compensated for full-time employment by a
                    regular salary; and

               c.   The coverage of the officer is duly approved by the Board
                    of Directors.

It is intended that  participation  in this Plan shall be extended only to those
officers who are members of a select group of management and highly  compensated
employees, as determined by the Committee.

         3.02  Any officer who is currently a Participant in the Plan as of the
effective  date of this  Restatement  shall  continue to be a Participant in the
Plan as amended and restated,  subject, however, to designation by the Committee
for participation in future years.

         3.03  Any officer who met the requirements defined in Section 3.01, who
was age 60 as of November 21, 1983, and who was employed by the Company on
January 1, 1990, will receive benefits equal to the greater of:

               a.   the benefit determined under this Plan, or

               b.   a monthly benefit equal to sixty-five percent (65%) of
                    Salary offset by retirement income payable to the individual
                    executive from:

                    1.   Social Security (Primary Insurance Amount only)
                         determined as of date of retirement under the Social
                         Security Act.

                    2.   The Company's Stock Bonus Plan and PAYSOP (in which
                         case the Stock Bonus Plan and PAYSOP accumulation at
                         date of determination will be converted to a monthly
                         annuity on a straight  life basis based upon actuarial
                         assumptions with respect to mortality and investment
                         return). The mortality assumptions will be based upon
                         the 1971 Group Annuity Mortality Table. The investment
                         return assumption will reflect current market
                         conditions as measured by the 52-week Treasury bill
                         rate as  determined monthly.

                    3.   Benefits payable from any qualified or nonqualified
                         plan attributable to prior employment for those
                         officers who are hired on or after attainment of age
                         55 (in which case the benefit(s) will be expressed in
                         terms of a  monthly annuity on a straight life basis
                         payable at date of retirement).

IV.      Vesting Service and Benefit Service.
         -----------------------------------

         4.01  For a Participant whose effective date of participation in the
Plan,  as  designated  by the  Committee,  is prior to January 1, 2000,  Vesting
Service for vesting of benefits  hereunder,  and Benefit Service for purposes of
accrual of benefits  hereunder,  shall be credited  for each year of  employment
with the Company,  calculated  in completed  years and months  regardless of the
number of hours  worked.  Vesting  Service and Benefit  Service will include all
years of service with the Company,  including years of service prior to becoming
an officer of the Company,  years of service  following Normal  Retirement Date,
and years of service with any  Subsidiary  or any  affiliate  designated  by the
Company as a  participating  employer  under this Plan. In addition,  periods of
Leave of Absence shall count as periods of Vesting Service and Benefit  Service.
A fraction of a year of Vesting  Service and Benefit  Service  will be given for
completed months during the year of termination of employment of a Participant.

         4.02  For a Participant whose effective date of  participation  in the
Plan, as designated by the  Committee,  is on or after January 1, 2000,  Vesting
Service and Benefit Service will only be credited for years commencing as of the
year in which the Participant's participation in the Plan is effective, and will
not include years prior to the Participant's  effective date of participation in
the Plan.

         4.03  Notwithstanding the provisions of Sections 4.01 and 4.02, a
Participant  who  terminates  employment  with the Company  and is  subsequently
re-hired,  or a Participant  who ceases to participate in the Plan for any other
reason, shall receive credit for purposes of Vesting Service and Benefit Service
for his service after his  re-employment or cessation of participation  only for
such  periods  of  service  during  which he is a  participant  in the  Plan.  A
Participant  shall  not  receive  service  credit  after  his  re-employment  or
cessation  of  participation  for  periods of service  during  which he is not a
participant in the Plan.

         4.04  At the  discretion of the Board of Directors, service with a
predecessor  employer may be credited for purposes of vesting or benefit accrual
under this Plan.  If any such service is credited to a  Participant  for benefit
accrual  purposes,  the benefit  payable under this Plan shall be reduced by any
benefit  payable from the prior  employer.  The Board of Directors  shall make a
determination  whether any service with a predecessor  employer will be credited
to a Participant  prior to the  Participant's  commencement of  participation in
this Plan,  and such  determination,  once  made,  shall be  irrevocable.  If no
determination  is  made by the  Board  of  Directors  prior  to a  Participant's
commencement of participation in this Plan, service with a predecessor  employer
by such Participant shall not be credited for any purpose under this Plan.

V.       Normal Retirement
         -----------------

         5.01  Except as provided in Section 3.03, the monthly retirement
benefit payable to a Participant on his Normal Retirement Date shall be equal
to (a) plus (b) less (c), where:

               (a)  is 3% of Average Monthly Compensation multiplied by Benefit
                    Service, not greater than ten (10) years.

               (b)  is 1% of Average Monthly Compensation multiplied by
                    Benefit Service, for Benefit Service years greater
                    than ten (10) years and not greater than twenty five
                    (25) years.

               (c)  is 4% of  Estimated Social Security Benefit, multiplied by
                    Benefit Service, not greater than twenty five (25) years.

         5.02  The normal form of payment of a Participant's  normal retirement
benefit shall be an annuity payable for the life of the Participant.

         5.03  The amount  of  monthly  benefit  payable  to a  Participant, as
computed under Section 5.01, shall be increased annually to reflect increases in
cost of living,  at a rate of three  percent (3%) per annum,  starting  with the
year of benefit commencement. This increase shall take into effect as of January
1 of each year;  provided,  however,  that the initial  amount of increase for a
Participant who commences receiving distributions in a year, effective as of the
following  January 1, shall be pro-rated,  based on the number of months in such
year during which the Participant received distributions.

VI.      Late Retirement
         ---------------

         6.01  If a Participant remains employed beyond his Normal  Retirement
Date,  his late  retirement  date will be the first day of the month  coincident
with or next following his actual date of retirement.

         6.02  A Participant's late retirement  benefit will be  calculated in
accordance  with Section 5.01,  based on his Average  Monthly  Compensation  and
Benefit  Service as of his late retirement  date. His Estimated  Social Security
Benefit  will be computed as of his Normal  Retirement  Date based on the Social
Security law in effect on such date.

VII.     Early Retirement
         ----------------

         7.01  A Participant who has attained age fifty five (55),  and who has
completed  ten (10) or more  years of Benefit  Service,  is  eligible  for early
retirement.  An eligible Participant's early retirement date is the first day of
the month coincident with or next following the date he terminates employment.

         7.02  A Participant who has completed ten (10) years of Benefit Service
as of the date of his  termination of  employment,  but who has not yet attained
age fifty five (55) as of such date, shall be eligible for early retirement upon
attainment of age fifty five (55).  Such  Participant's  early  retirement  date
shall be the first day of the month  coincident  with or next following the date
on which he attains age fifty five (55).

         7.03  A Participant's early  retirement benefit is one hundred percent
(100%) of his Accrued Benefit computed as of his early retirement date,  payable
at his Normal Retirement Date.

         7.04  A Participant  who has  attained  age  fifty five  (55)  and has
completed  ten (10) or more,  but  less  than  fifteen  (15),  years of  Benefit
Service,  may elect to  receive  his early  retirement  benefit  prior to Normal
Retirement Date, in which event the benefit payable will be reduced according to
the following schedule:

             Age at Commencement          Percentage of Accrued Benefit

                       55                         50   %
                       56                         53___%
                       57                         56___%
                       58                         60   %
                       59                         63___%
                       60                         66___%
                       61                         73___%
                       62                         80   %
                       63                         86___%
                       64                         93___%
                       65                        100   %

         7.05  A Participant who has  attained  age  fifty five (55)  and has
completed fifteen (15) or more, but less than twenty five (25), years of Benefit
Service,  may elect to  receive  his early  retirement  benefit  prior to Normal
Retirement Date, in which event the benefit payable will be reduced according to
the following schedule:

             Age at Commencement          Percentage of Accrued Benefit

                       55                         70   %
                       56                         73   %
                       57                         76   %
                       58                         79   %
                       59                         82   %

                       60                         85   %
                       61                         88   %
                       62                         91   %
                       63                         94   %
                       64                         97   %
                       65                        100   %

         7.06  A Participant who has attained age fifty five (55) and has
completed  twenty  five  (25) or more  years of  Benefit  Service,  may elect to
receive his early retirement  benefit prior to Normal  Retirement Date, in which
event the benefit payable will be reduced according to the following schedule:

             Age at Commencement          Percentage of Accrued Benefit

                       55                          80   %
                       56                          82   %
                       57                          84   %
                       58                          86   %
                       59                          88   %
                       60                          90   %
                       61                          92   %
                       62                          94   %
                       63                          96   %
                       64                          98   %
                       65                         100   %

         7.07  The Board of  Directors, in its sole discretion, may grant to a
Participant  one hundred  percent (100%) of his Accrued  Benefit  payable at his
early retirement date,  without such benefit being subject to the reductions set
forth in Section  7.04,  provided the Participant  has met the  requirements  of
Section 7.01 or 7.02.

VIII.    Disability
         ----------

         8.01  A Participant who becomes disabled, as defined in Section 2.10,
prior to retirement or  termination  of service will be entitled to a disability
benefit computed in accordance with Section 8.02.

         8.02  A Participant's   disability   benefit  will  be  calculated  in
accordance  with  Section  5.01 based on (1) his  Average  Monthly  Compensation
projected to Normal  Retirement Date assuming his Compensation as of the date of
his disability remains constant,  (2) his projected service to Normal Retirement
Date and (3) his Estimated  Social Security Benefit based on the Social Security
law in  effect  on the date of his  disability.  If a  Participant  subsequently
participates  in  the  Plan,  such  Participant's  service  attributable  to his
subsequent participation shall not be credited for any purpose under the Plan.

         8.03  A Participant's  disability  benefit will  commence at his Normal
Retirement  Date,  and the  normal  form of benefit  payment  will be an annuity
payable for the life of the Participant.

IX.      Death Benefit
         -------------

         9.01  Upon the death of a Participant  who is actively  employed or on
Leave of Absence at the time of his death, or who has retired or become disabled
and has not commenced  receiving benefit payments  hereunder,  the Participant's
beneficiary  (as  determined  under  Section 9.05) will be entitled to receive a
death benefit determined in accordance with Section 9.02.

         9.02  The monthly  death  benefit  payable  under  Section  9.01 to the
beneficiary of a Participant shall be equal to (a) less (b), where:

               (a)  is  thirty  six  percent  (36%)  of  Average  Monthly
                    Compensation  projected to his Normal Retirement Date
                    assuming  his  Compensation  as of his  date of death
                    remains constant until his Normal Retirement Date.

               (b)  the  amount of  Estimated  Social  Security  Benefit,
                    based on the Social  Security law in effect as of the
                    date of his death or age 65, if earlier,  received by
                    the  beneficiary,  or to which the beneficiary may be
                    entitled, as determined by the Committee.

         9.03  Upon the death of a  Participant  who has  terminated  employment
prior to death for reasons other than retirement or disability,  and who was one
hundred  percent (100%) vested under the vesting  schedule  contained in Section
10.01 at the time of termination of employment,  the  Participant's  beneficiary
(as  determined  under Section 9.05) will be entitled to receive a monthly death
benefit computed as follows:

               Fifty percent (50%) of the Accrued  Benefit of the Participant
               determined under Section 2.01 as of his date of termination of
               employment.

         9.04  The monthly death benefit determined  under Section 9.01 or 9.03
shall  commence as of the date on which the  Participant  would have reached the
Normal  Retirement  Date  applicable to the  Participant,  or date of death,  if
later;  provided,  however,  that the surviving spouse of the Participant  shall
have the right to elect for  benefit  payments  to  commence  prior to such date
pursuant to applicable sections of this Plan providing for early commencement of
benefit payments, including but not limited to Sections 7.01, 7.02, 7.04, 7.05,
7.06 and 10.02.

         9.05  The beneficiary of a Participant who is married on the date of
his death shall be his spouse. The beneficiary of an unmarried  Participant
shall be his living children as of his date of death.

         9.06  The death benefit shall be paid to the surviving spouse, if any,
of the Participant for his or her life. If the Participant is unmarried at the
date of death, or if the surviving spouse dies subsequent to the  Participant's
death, the death benefit shall be paid to the  Participant's  surviving child or
children (or legal representative of any minor child) in equal shares. The death
benefit  payable  to a child  shall  terminate  upon the  later  of the  child's
attainment of age nineteen (19) or age twenty three (23), if a full-time student
at an accredited educational institution, and such share shall thereafter revert
to and be payable equally to the remaining surviving children of the Participant
until the interest of each such surviving child has terminated.

         9.07  If a Participant  has no surviving spouse or children at the date
of his or her death, no death benefit shall be paid under this Plan.

X.       Termination of Service
         ----------------------

         10.01 If a Participant terminates service prior to death, disability or
retirement, his Accrued Benefit determined under Section 2.01 shall be vested in
accordance with the following schedule:

          Years of Vesting Service                    Vested %
          ------------------------                    --------

             less than 5                                   0%
             5 or more                                   100%

         10.02 A Participant's vested Accrued Benefit is payable at his Normal
Retirement  Date. A Participant may elect to have his benefit  commence prior to
age  sixty  five (65) but  after  age  fifty  five (55) if he meets the  service
requirements  for early  retirement  pursuant  to Section  7.01 or 7.02.  If the
benefit commences before age sixty five (65), the amount of monthly benefit will
be reduced according to the applicable  schedule set forth in Section 7.04, 7.05
or 7.06.

XI.      Change in Control
         -----------------

         11.01  Notwithstanding  anything to the contrary in this Plan or in any
applicable law or regulation, upon the earlier of (i) the occurrence of a Change
in Control, (ii) the date that any person or entity submits an offer or proposal
to the Company that results in or leads to a Change in Control  (whether by such
person or any other  person) or (iii) the date of the public  announcement  of a
Change in Control or an offer, proposal or proxy solicitation that results in or
leads to a Change in  Control  (whether  by the  person or  entity  making  such
announcement or any other person) (the earliest of such dates being  hereinafter
referred to as the "Effective  Date"),  the Accrued Benefit of each  Participant
(other than any Participant whose service as an employee was terminated prior to
full  vesting of his  Accrued  Benefit  under  Section  10.01) and the  benefits
conferred under this Section shall  automatically vest and thereafter may not be
adversely  affected  in any  matter  without  the prior  written  consent of the
Participant.  Notwithstanding  anything to the  contrary in this Plan,  upon the
occurrence  of a Change in  Control  any  Participant  who is then  employed  by
CenturyTel or its subsidiaries ("Active Participants") shall have an irrevocable
right to receive, and the Company shall be irrevocably  obligated to pay, a lump
sum cash payment in an amount determined pursuant to this Section if the Company
or its successor,  during a period commencing upon the Effective Date and ending
on the  third  anniversary  of the  occurrence  of the  Change in  Control,  (i)
terminates  the  Active  Participant's  employment,   (ii)  reduces  the  Active
Participant's  salary in effect  immediately  prior to the Effective Date, (iii)
diminishes the Active Participant's duties,  responsibilities or position in the
management  of the Company or (iv) requires the Active  Participant  to relocate
involuntarily  to an  office  outside  of the  city in which  he  performed  his
services  for the Company  immediately  prior to the  Effective  Date (each such
action  being  referred  to as an  "Effective  Termination").  The lump sum cash
payment  payable  to Active  Participants  under  this  Section  (the  "Lump Sum
Payment")  shall  be  paid  on the  date  of  Effective  Termination  or as soon
thereafter as is administratively feasible.

         11.02  The amount of each Lump Sum Payment shall be determined as
follows:

                (a)  With respect to any Active Participant who, after giving
                     effect to the terms of subsection (d) below, is eligible as
                     of the date of Effective Termination to receive benefits
                     under Articles V or VI of this Plan, the Lump Sum Payment
                     shall equal the Present Value (as defined below) of the
                     stream of payments to which such participant would have
                     otherwise been entitled to receive immediately upon
                     Effective Termination in accordance with Articles V or VI
                     of this Plan (assuming such benefits are paid in the form
                     of a lifetime annuity), based upon such participant's
                     Average Monthly Compensation, Estimated Social Security
                     Benefit and Benefit Service as of the date of Effective
                     Termination, without giving effect to any salary
                     reductions that gave rise to such Effective Termination,
                     but after giving effect to the terms of subsection
                     (d) below.

                (b)  With respect to any Active Participant who, after giving
                     effect to the terms of subsection (d) below, is not
                     eligible as of the date of Effective Termination to
                     receive benefits under Articles V, VI or VII of this Plan,
                     the Lump Sum Payment shall equal the product of (1) the
                     Present Value, calculated as of age sixty five (65), of the
                     stream of payments to which such participant would have
                     otherwise been entitled to receive at age sixty five (65)
                     in accordance with the terms of this Plan based on the
                     same assumptions and terms set forth in subsection (a)
                     above, multiplied times (2) such discount factor as is
                     necessary to reduce the amount determined under subsection
                     (b)(i) above to its Present Value, it being understood
                     that in calculating such discount factor, no discount
                     shall be applied to reflect the possibility that such
                     participant may die prior to attaining age sixty five (65).

                (c)  With respect to any Active Participant who, after giving
                     effect to the terms of subsection (d) below, is eligible
                     as of the date of Effective Termination to receive benefits
                     under Article VII of the Plan, the Lump Sum Payment shall
                     equal the greater of (1) the Present Value of the stream
                     of payments to which such participant would have otherwise
                     been entitled to receive immediately upon Effective
                     Termination in accordance with Article VII of this Plan,
                     based upon the assumptions and terms set forth in
                     subsection (a) above, or (2) the present Value, calculated
                     as of age sixty five (65), of the stream of payments
                     to which such participant would otherwise be entitled to
                     receive at age sixty five (65) in accordance with this
                     Plan, determined in the same manner and subject to the
                     same assumptions and terms set forth in subsection
                     (b) above.

                (d)  In calculating the Lump Sum Payment due to any Active
                     Participant under this Section, the number of years of
                     Benefit Service of the Active Participant shall be deemed
                     to equal the number of years determinable under the other
                     sections of this Plan plus three years and the Active
                     Participant's age shall be deemed to equal his actual age
                     plus three years; provided, however, that in no event shall
                     the provisions of this subsection be applicable if the
                     application thereof will reduce the Active Participant's
                     Lump Sum Payment from the amount that would otherwise be
                     payable with the addition of less than three years of
                     service, age or both.

                (e)  As used in this Section with respect to any amount, the
                     "Present Value" of such amount shall mean the discounted
                     value of such amount that is determined by making
                     customary present value calculations in accordance
                     with generally accepted actuarial principles, provided
                     that (1) the discount interest rate applied in connection
                     therewith shall equal the interest rate for AAA rated, tax
                     exempt Insured Revenue Bonds with Five Year maturity as
                     quoted by the Bond Market Association (BMA) as of the first
                     day of the calendar quarter for which the calculations are
                     performed or, in the event such index is no longer
                     published, any similar index for comparable municipal
                     securities and (2) the mortality tables applied in
                     connection therewith shall be "1983 Group Annuity
                     Mortality Table (50% male/50% female)" as prescribed by
                     the Pension Benefit Guaranty Corporation or any
                     successor table prescribed by such organization.

         11.03  Notwithstanding  anything to the contrary in this Plan, upon the
sooner of the  occurrence of a Change in Control or the approval by the Board of
Directors of the Company of any Change in Control,  the Company  shall  promptly
consult with each Participant who has already begun to receive periodic payments
under this Plan ("Retired Participants") and, following such consultations,  the
Company  shall have the option with respect to each Retired  Participant  to (i)
confirm  in writing  its  obligation  to  continue  to  provide to such  Retired
Participant  all  benefits  hereunder in the same manner  provided  prior to the
Change in Control or (ii) make a lump sum cash payment in an amount equal to the
Present  Value of the  participant's  future  stream  of  payments  which  would
otherwise  be payable  under this Plan.  If the  Company  elects to furnish  any
Retired  Participant  with a lump sum cash  payment,  the Company shall offer to
assist such participant in purchasing at such  participant's cost an annuity for
the benefit of such participant.

         11.04  Notwithstanding  anything to the contrary in this Plan, upon the
occurrence  of  Change  in  Control,  any  Participant  (other  than  a  Retired
Participant)  who is then a former  employee of CenturyTel  or its  subsidiaries
whose Accrued  Benefit is vested under Section 10.01  ("Inactive  Participants")
shall have an irrevocable and  unconditional  right to receive,  and the Company
shall be irrevocably and unconditionally obligated to pay, a lump sum payment in
an amount determined in the manner provided in subsection (b) or (c), as
applicable;  provided, however, that no Inactive Participant will be entitled
to the  benefits of subsection (d).

XII.     Form of Benefit Payment
         -----------------------

         12.01  The normal form of benefit payment is a monthly lifetime annuity
payable in accordance with the Company's standard payroll practices.

         12.02  A Participant may elect an optional form of payment which is the
Actuarial Equivalent of a Participant's basic monthly pension, as follows:

                  Option 1:  A reduced monthly pension payable for the lifetime
         of the Participant with a minimum of sixty (60) monthly payments
         guaranteed.

                  Option 2:  A reduced monthly pension payable for the lifetime
         of the  Participant  with a minimum of one hundred twenty (120) monthly
         payments guaranteed.

                  Option 3:  A reduced monthly pension payable for the lifetime
         of the  Participant  with a minimum of one hundred eighty (180) monthly
         payments guaranteed.

                  Option 4:  A reduced  monthly pension, payable to the
         Participant for the life of the  Participant,  with monthly payments of
         one-half  (1/2) the  reduced  amount  that was  payable  monthly to the
         Participant  payable after the Participant's  death for the life of the
         Participant's spouse.

                  Option 5:  A reduced monthly pension payable to the Partici-
         pant for the life of the Participant, with reduced monthly payments of
         two thirds (2/3) of the reduced amount that was payable monthly to the
         Participant  payable after the Participant's  death for the life of the
         Participant's spouse.

                  Option 6:  A reduced monthly pension payable to the Partici-
         pant for the life of the Participant, with reduced monthly payments of
         three fourths (3/4) of the reduced amount that was payable monthly to
         the Participant payable after the Participant's death for the life of
         the Participant's spouse.

                  Option 7:  A reduced monthly pension payable to the Partici-
         pant for the life of the Participant, with the same monthly pension
         payable after the Participant's death for the life of the Participant's
         spouse.

         12.03  If a Participant does not  elect an optional  form of  benefit
payment under Section 12.02,  such  Participant's  benefits shall be paid in the
normal form provided in Section 12.01.

XIII.    Reemployment of Participants
         ----------------------------

         13.01  If a Participant retires or otherwise terminates employment with
the Employer and such Participant is reemployed by the Employer, his entitlement
to any benefits will be determined on the basis of the provisions of the Plan in
effect on his  subsequent  termination  date.  The benefit  will be based on the
Average Monthly  Compensation,  Estimated  Social  Security  Benefit and Benefit
Service  as of the date of  subsequent  termination,  taking  into  account  all
Benefit Service prior to the  Participant's  reemployment  date. For purposes of
calculating  Average  Monthly  Compensation,  the average of the thirty six (36)
consecutive  months'  Compensation  which produce the highest average out of the
last one hundred twenty (120) months of employment  will be considered,  without
regard to the break in service.

         13.02  If a Participant is reemployed after benefit commencement,  the
payment  of any  benefit  to such  Participant  under the Plan on account of his
retirement or severance shall be suspended by reason of such  reemployment.  The
amount of his  benefit  at his  subsequent  termination  will be  calculated  in
accordance  with Section  13.01 but reduced by the  Actuarial  Equivalent of any
benefit  payments  received  prior to both his  subsequent  termination  and his
attainment of age sixty five (65).

         13.03  The form of monthly benefit payment upon subsequent termination
shall be the form of payment  that was in effect prior to  reemployment.  If the
Participant  was  married  at  the  time  of  benefit  commencement,  and if the
Participant's spouse dies prior to subsequent  commencement of benefit payments,
such form of payment shall remain  applicable  (as though he were married to his
deceased spouse).

XIV.     Additional Restrictions on Benefit Payments
         -------------------------------------------

         14.01  In no event will there be a duplication of benefits payable
under the Plan because of employment by more than one participating Employer.

XV.      Administration and Interpretation
         ---------------------------------

         15.01  The Plan shall be administered by the Board of Directors through
a  Committee  which  shall  consist  of three or more  members  of the  Board of
Directors of the Company. No individual who is or has ever been a participant or
eligible to receive  payments under this Plan shall be designated as a member of
the  Committee.  The Committee  shall have full power and authority to interpret
and administer  the Plan and,  subject to the  provisions  herein set forth,  to
prescribe,   amend  and  rescind  rules  and  regulations  and  make  all  other
determinations  necessary or desirable for the  administration  of the Plan. The
Board may from time to time  appoint  additional  members  of the  Committee  or
remove  members and appoint new  members in  substitution  for those  previously
appointed and to fill vacancies however caused.

         15.02  The decision of the Committee relating to any question con-
cerning or involving the  interpretation  or administration of the Plan shall be
final  and  conclusive,  and  nothing  in the Plan  shall be  deemed to give any
employee any right to participate in the Plan, except to such extent, if any, as
the Committee may have determined or approved  pursuant to the provisions of the
Plan.

XVI.     Nature of the Plan
         ------------------

         Benefits under the Plan shall  generally be payable by the Company from
its own funds,  and such benefits shall not (i) impose any  obligation  upon the
trust(s) of the other  employee  benefit  programs of the Company;  (ii) be paid
from such  trust(s);  nor (iii)  have any effect  whatsoever  upon the amount or
payment of benefits  under the other employee  benefit  programs of the Company.
Participants  have only an unsecured  right to receive  benefits  under the Plan
from the Company as general  creditors of the  Company.  The Company may deposit
amounts in the CenturyTel,  Inc.  Supplemental  Executive  Retirement Trust (the
"Trust")  established  by the Company  for the purpose of funding the  Company's
obligations under the Plan. Participants and their beneficiaries,  however, have
no secured  interest or special claim to the assets of the Trust, and the assets
of the Trust shall be subject to the payment of claims of general  creditors  of
the Company upon the insolvency or bankruptcy of the Company, as provided in the
Trust.

XVII.    Employment Relationship
         -----------------------

         An employee  shall be considered to be in the employment of the Company
and its  subsidiaries  as long as he remains an employee of either the  Company,
any Subsidiary of the Company,  or any corporation to which substantially all of
the assets and business of the Company are transferred.  Nothing in the adoption
of this Plan nor the designation of any Participant shall confer on any employee
the right to continued employment by the Company or a Subsidiary of the Company,
or affect in any way the right of the Company or such  Subsidiary  to  terminate
his employment at any time. Any question as to whether and when there has been a
termination  of an  employee's  employment,  and  the  cause,  notice  or  other
circumstances  of such  termination,  shall be determined by the Board,  and its
determination shall be final.

XVIII.   Amendment and Termination of Plan
         ---------------------------------

         The  Board of  Directors  of the  Company  in its sole  discretion  may
terminate  the Plan at any time,  and shall have the right to alter or amend the
Plan or any part thereof  from time to time,  except that the Board of Directors
shall not terminate the Plan or make any  alteration or amendment  thereto which
would impair any rights or benefits of a Participant previously accrued.

XIX.     Binding Effect
         --------------

         This Plan shall be binding on the  Company,  each  Subsidiary,  and any
affiliate designated by the Company as a participating employer under this Plan,
the successors and assigns thereof, and any entity to which substantially all of
the  assets  or  business  of the  Company,  a  Subsidiary,  or a  participating
affiliate are transferred.

XX.      Reimbursement to Participants
         -----------------------------

         The Company shall reimburse any  Participant,  or beneficiary  thereof,
for all expenses, including attorney's fees, actually and reasonably incurred by
the  Participant or beneficiary in any proceeding to enforce any of their rights
under this Plan.

XXI.     Construction
         ------------

         The masculine  gender,  where appearing in the Plan, shall be deemed to
include the feminine  gender,  and the singular may indicate the plural,  unless
the context  clearly  indicates  the  contrary.  The words  "hereof",  "herein",
"hereunder"  and  other  similar  compounds  of the word  "here"  shall,  unless
otherwise  specifically  stated,  mean and refer to the entire Plan,  not to any
particular  provision or Section.  Article and Section headings are included for
convenience  of reference and are not intended to add to, or subtract  from, the
terms of the Plan.

         IN WITNESS WHEREOF, CenturyTel, Inc. has executed this restated Plan
in its corporate name and its corporate seal to be hereunto affixed this _____
day of ________________, 2000.

ATTEST:                                          CENTURYTEL, INC.

______________________________              By:_______________________________
                                                 R. Stewart Ewing, Jr.
                                                 Executive Vice President and
                                                 Chief Financial Officer