Exhibit 10.1
                                AMENDMENT TO THE
                       CENTURY TELEPHONE ENTERPRISES, INC.
                           1983 RESTRICTED STOCK PLAN


         WHEREAS, an amendment to the CenturyTel, Inc. 1983 Restricted Stock
Plan (the "Plan") was adopted by the Compensation Committee of the Board of
Directors on February 22, 2001 and ratified by the Board of Directors on
February 28, 2001 to provide for retirement by a Participant after attaining age
fifty-five and completing five years of service, to change references in the
Plan to reflect the current name of the Company, and to make other clarifying
amendments consistent herewith.

         NOW, THEREFORE, effective immediately, the Plan is hereby amended as
follows:

                                       I.

         Section 2(c) of the Plan is hereby amended in its entirety to read as
follows:

                  "Retirement Date" shall be the first of the month following or
                  coincident with the date on which a Participant attains age
                  fifty-five (55) and has completed five (5) full years of
                  employment with the Company. The Participant's years of
                  employment with the Company shall be determined by
                  accumulating such Participant's full months of employment with
                  the Company, in the aggregate and without regard to whether
                  such employment was continuous, and dividing such amount by
                  twelve (12).

                                       II.

         Sections 7(b) and 7(c) of the Plan are hereby amended to change
references therein to the term "Normal Retirement Date" to be references to
"Retirement Date".

                                      III.

         The references in the Plan to "Century  Telephone  Enterprises,  Inc.
" are hereby amended to be references to  "CenturyTel, Inc.", and the name of
the Plan is hereby amended to be the "CenturyTel, Inc. 1983 Restricted Stock
Plan".

         IN  WITNESS WHEREOF, CenturyTel, Inc. has executed this amendment in
its  corporate name  as of the  25th  day of April, 2001.


                                       CENTURYTEL, INC.

                                       By:  /s/ R. Stewart Ewing, Jr.
                                            -------------------------------
                                            R. Stewart Ewing, Jr.
                                            Executive Vice President and
                                            Chief Financial Officer