Lumen Technologies, Inc. — Director's Dealing 2007

Feb 20, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTURYTEL INC (CTL)
CIK: 0000018926
Period of Report: 2007-02-15

Reporting Person: CZESCHIN CALVIN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-15	Common Stock	J	265088	—	Disposed	50831	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-15	Contract (right to sell)	$0	J	308924	Disposed	2007-02-15	Common Stock (308924)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11997	Indirect

Footnotes

F1: On December 8, 2005 the Reporting Person entered into a restructured variable share prepaid forward contract with an unaffiliated third party relating to 308,924 shares of CenturyTel, Inc. common stock (the "Common Stock"). Under the restructured contract, the Reporting Person agreed to deliver a number of shares of Common Stock on the third business day after Feb. 15, 2007 (the "Maturity Date") (or an earlier date if the contract was 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;

F2: 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 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. The closing price on the Maturity Date was $45.99. In accordance with the stock settlement terms of the restructured contract, the Reporting Person delivered to the third party 265,088 of the 308,924 shares of Common stock subject to the restructured contract and retained 43,836 of the shares subject to the restructured contract.