CENTURYTEL INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2

                   AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
                                CenturyTel, INC.
                        2000 INCENTIVE COMPENSATION PLAN


         WHEREAS, an amendment to the Amended and Restated CenturyTel, Inc. 2000
Incentive Compensation Plan (the "Plan") was approved by the Board of Directors
of CenturyTel, Inc. (the "Company") on May 29, 2003 to permit, with Compensation
Committee approval, the transfer of stock options to non-family members
following the death of the plan participant to whom the options were granted.

         NOW THEREFORE, the Plan is hereby amended as follows:

                                       1.

         Section 8.2 shall be amended to read in its entirety as follows:

                  8.2   Transferability of Incentives. No Incentive granted
         hereunder may be transferred, pledged, assigned or otherwise encumbered
         by the holder thereof except:

                        (a)  by will;

                        (b)  by the laws of descent and distribution; or

                        (c)  pursuant to a domestic relations order, as
                  defined in the Code; or

                        (d)  in the case of non-qualified stock options only,
                  if permitted by the Committee and so provided in the Incentive
                  Agreement or an amendment thereto, (i) to Immediate Family
                  Members, (ii) to a partnership in which Immediate Family
                  Members, or entities in which Immediate Family Members are the
                  sole owners, members or beneficiaries, as appropriate, are the
                  only partners, (iii) to a limited liability company in which
                  Immediate Family Members, or entities in which Immediate
                  Family Members are the sole owners, members or beneficiaries,
                  as appropriate, are the only members, (iv) to a trust for the
                  sole benefit of Immediate Family Members, or (v) to
                  non-Immediate Family Members following the death of the Plan
                  participant to whom the stock option was granted. "Immediate
                  Family Members" means the spouse and natural or adopted
                  children or grandchildren of the participant and their
                  respective spouses. To the extent that an incentive stock
                  option is permitted to be transferred during the lifetime of
                  the participant, it shall be treated thereafter as a
                  non-qualified stock option.

                        Any attempted assignment, transfer, pledge,
                  hypothecation or other disposition of an Incentive, or levy of
                  attachment or similar process upon the Incentive not
                  specifically permitted herein, shall be null and void and
                  without effect.


         IN WITNESS WHEREOF, the Company has executed this amendment in its
corporate name as of the 29th day of May, 2003.

                             CenturyTel, INC.



                             By: /s/ Stacey W. Goff
                             ----------------------
                                 Stacey W. Goff
                                 Assistant Secretary




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