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: COLE DAVID D (Sr. VP - Operations Support)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-25	Common Stock	M	423	—	Acquired	21044.24	Direct
2004-02-25	Common Stock	A	12000	—	Acquired	33044.24	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-25	Performance Shares.99	$0.00	M	1095	Disposed		Common Stock (1095.00)	Direct
2004-02-25	Employee Stock Option (right to buy)	$28.34	A	40500	Acquired	2004-02-25	Common Stock (40500.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3997.75	Indirect
Common Stock	10049.91	Indirect
Common Stock	1501.94	Indirect
Common Stock	1992.18	Indirect
Common Stock	635.51	Indirect
Common Stock	10371.64	Indirect
Common Stock	2670.70	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$28.03	2011-05-21	Common Stock (81000.00)	81000.00	Direct
Employee Stock Option (right to buy)	$32.99	2012-02-25	Common Stock (81000.00)	81000.00	Direct
Employee Stock Option (right to buy)	$27.48	2013-02-24	Common Stock (81000.00)	81000.00	Direct
Employee Stock Option (right to buy)	$14.61	2005-05-22	Common Stock (9798.00)	9798.00	Direct
Employee Stock Option (right to buy)	$16.05	2005-05-22	Common Stock (10833.00)	10833.00	Direct
Employee Stock Option (right to buy)	$17.64	2005-05-22	Common Stock (12126.00)	12126.00	Direct
Employee Stock Option (right to buy)	$13.50	2007-02-24	Common Stock (59616.00)	59616.00	Direct
Employee Stock Option (right to buy)	$34.63	2010-02-21	Common Stock (85000.00)	85000.00	Direct
Phantom Stock Units	$0.00		Common Stock (3054.90)	3054.90	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: As of December 31, 2002, the most recent statement available.

F6: One-third of the options are exercisable immediately, one-third are exercisable 2/25/05, and one-third are exercisable 2/25/06.

F7: Security converts on a one for one basis.

F8: 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.

F9: Exercisable as soon as practicable after December 31, 2003.

F11: One-third of the Stock Options are exercisable immediately, one-third are exercisble on 2/24/98, and one-third are exercisable on 2/24/99.

F12: 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.

F14: 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.

F15: 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.

F16: 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.

F18: Security converts on a 1-to-1 basis.

F20: 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.