Lumen Technologies, Inc. — Director's Dealing 2006

Feb 14, 2006

SEC Form 4/A — Form 4/A

Issuer: CENTURYTEL INC (CTL)
CIK: 0000018926
Period of Report: 2005-12-08

Reporting Person: CZESCHIN CALVIN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-08	Contract (right to sell)	$	J	300000	Disposed	2006-01-19	Common Stock (300000.00)	Direct
2005-12-08	Contract (right to sell)	$	J	308924	Acquired	2007-02-15	Common Stock (308924.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	313256.00	Direct
Common Stock	11997.00	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Director Stock Option (right to buy)	$29.06	2012-05-10	Common Stock (4000.00)	4000.00	Direct
Director Stock Option (right to buy)	$32.18	2013-05-09	Common Stock (6000.00)	6000.00	Direct
Director Stock Option (right to buy)	$29.70	2014-05-07	Common Stock (6000.00)	6000.00	Direct

Footnotes

F1: On November 18, 2002, the Reporting Person entered into a variable share prepaid forward contact with an unaffiliated third party relating to 300,000 shares of CenturyTel, Inc. common stock (the "Common Stock"). Under the contract, in exchange for a cash payment of $7,675,716.20, the Reporting Person agreed to deliver a number of shares of Common Stock on the third business day after January 19, 2006 (the "Maturity Date") (or an earlier date if the contract is terminated early) pursuant to the following formula: (i) if the closing price of a share of the Common Stock on the Maturity Date (the "Settlement Price") is less than or equal to $29.8515 (the "Downside Protection Threshold Price"), 300,000 shares; (ii) if the Settlement Price is less than $35.8218 (the "Threshold Appreciation Price"), but greater than the Downside Protection Threshold Price, then a number of shares equal to 300,000 shares times the Downside Protection Threshold Price divided by the Settlement Price;

F2: or (iii) if the Settlement Price is greater than or equal to the Threshold Appreciation Price, then a number of shares equal to 300,000 shares multiplied by a fraction which is equal to 1 minus a fraction, the numerator of which is the difference between the Threshold Appreciation Price and the Downside Protection Threshold Price and the denominator of which is the Settlement Price. Alternatively, the Reporting Person had the option to settle the contract for cash, with the cash settlement amount being equal to the number of shares to be delivered multiplied by the Settlement Price. On December 8, 2005, the Reporting Person and the unaffiliated third party agreed to cancel this contract and enter into a new variable share prepaid forward contract.

F3: The restructured contract relates to 308,924 shares of Common Stock and did not involve a payment by either party. Under the restructured contract, the Reporting Person agreed to deliver a number of shares of Common Stock on the third business day after February 15, 2007 (the "Maturity Date") (or an earlier date if the contract is terminated early) pursuant to the following formula: (i) if the closing price of a share of the Common Stock on the Maturity Date (the "Settlement Price") is less than or equal to $32.6192 (the "Downside Protection Threshold Price"), 308,924 shares; (ii) if the Settlement Price is less than $39.1435 (the "Threshold Appreciation Price"), but greater than the Downside Protection Threshold Price, then a number of shares equal to 308,924 shares times the Downside Protection Threshold Price divided by the Settlement Price;

F4: or (iii) if the Settlement Price is greater than or equal to the Threshold Appreciation Price, then a number of shares equal to 308,924 shares multiplied by a fraction which is equal to 1 minus a fraction, the numerator of which is the difference between the Threshold Appreciation Price and the Downside Protection Threshold Price and the denominator of which is the Settlement Price. Alternatively, the Reporting Person has the option to settle the contract for cash, with the cash settlement amount being equal to the number of shares to be delivered multiplied by the Settlement Price.