Lumen Technologies, Inc. — Director's Dealing 2004

Feb 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTURYTEL INC (CTL)
CIK: 0000018926
Period of Report: 2004-02-25

Reporting Person: SWEASY NEIL (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-25	Common Stock	A	1900	—	Acquired	2676.54	Direct
2004-02-25	Common Stock	M	26	—	Acquired	2702.54	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-25	Performance Shares.98	$	M	67	Disposed		Common Stock (67.00)	Direct
2004-02-25	Employee Stock Option (right to buy)	$28.34	A	6500	Acquired	2004-02-25	Common Stock (6500.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3370.57	Indirect
Common Stock	3941.27	Indirect
Common Stock	1268.61	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$34.63	2010-02-21	Common Stock (12000.00)	12000.00	Direct
Phantom Stock Units	$0.00		Common Stock (72.30)	72.30	Direct
Employee Stock Option (right to buy)	$13.33	2007-01-02	Common Stock (2250.00)	2250.00	Direct
Employee Stock Option (right to buy)	$46.19	2009-04-07	Common Stock (2823.00)	2823.00	Direct
Employee Stock Option (right to buy)	$28.03	2011-05-21	Common Stock (13000.00)	13000.00	Direct
Employee Stock Option (right to buy)	$32.99	2012-02-25	Common Stock (13000.00)	13000.00	Direct
Employee Stock Option (right to buy)	$27.48	2013-02-24	Common Stock (13000.00)	13000.00	Direct

Footnotes

F1: Represents the number of shares earned under the performance shares granted in 1999, based on the Company's total shareholder return over a five year period compared to other telecommunications companies.

F2: As of most recent statement available

F3: As of December 31, 2002, the most recent statement available.

F4: As of December 31, 2002, the most recent statement available.

F5: One-third of the options are exercisable immediately, one-third are exercisable 2/25/05, and one-third are exercisable 2/25/06.

F6: Security converts on a 1-to-1 basis.

F7: The award vests based upon the Company's total shareholder return over a five year period compared to the other companies included in an index of telecommunications companies.

F8: As soon as practicable after December 31, 2002.

F9: Options were 50% exercisable on 01/02/99 and 50% exercisable on 01/02/2000.

F11: One-third of the Stock Options are exercisable 2/21/2001, one-third are exercisable on 2/21/2002, and one-third are exercisable on 2/21/2003.

F13: One-third of the Stock Options are exercisable 5/21/02, one-third are exercisable 5/21/03, and one-third are exercisable 5/21/04.

F14: One-third of the Stock Options are exercisable 2/25/03, one-third are exercisable 2/25/04, and one-third are exercisable 2/25/05.

F15: One-third of the Stock Options are exercisable 2/24/04, one-third are exercisable 2/24/05, and one-third are exercisable 2/24/06.

F19: The reported phantom stock units were acquired under CTE's excess benefit plan and will be settled upon the reporting person's termination of service.