Exhibit 10.2(a)

                                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 21, 2000 and ratified by the Board of Directors on
February 22, 2000 to make technical and clarifying amendments to the change
in control provisions contained in the Plan.

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

         The second paragraph of Section 8 of the Plan entitled "Changes in
Capitalization" shall be amended in its entirety to read as follows:

         Upon the occurrence of a Change in Control (as defined below), all
         restrictions imposed pursuant to Section 7(a) with respect to any
         outstanding award hereunder shall automatically lapse. A Change in
         Control shall mean the occurrence of any of the following events: (i)
         the acquisition by any person of beneficial ownership of 30% or more of
         the outstanding shares of the Common Stock of CenturyTel, Inc.
         ("CenturyTel"), or 30% or more of the combined voting power of
         CenturyTel's then outstanding securities entitled to vote generally in
         the election of directors; provided, however, that for purposes of this
         sub-item (i), the following acquisitions shall not constitute a Change
         in Control: (a) any acquisition (other than a Business Combination (as
         defined below) which constitutes a Change in Control under sub-item
         (iii) hereof) of Common Stock directly from CenturyTel, (b) any
         acquisition of Common Stock by CenturyTel or its subsidiaries, (c) any
         acquisition of Common Stock by any employee benefit plan (or related
         trust) sponsored or maintained by CenturyTel or any corporation
         controlled by CenturyTel, or (c) any acquisition of Common Stock by any
         corporation pursuant to a Business Combination that does not constitute
         a Change in Control under sub-item (iii) hereof; or (ii individuals
         who, as of January 1, 2000, constitute the Board of Directors of the
         Company (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board of Directors; provided, however, that any
         individual becoming a director subsequent to such date whose election,
         or nomination for election by CenturyTel's shareholders, was proved by
         a vote of at least two-thirds of the directors then comprising the
         Incumbent Board shall be considered a member of the Incumbent Board,
         unless such individual's initial assumption of office occurs as a
         result of an actual or threatened election contest with respect to the
         election or removal of directors or other actual or threatened
         solicitation of proxies or consents by or on behalf of a person other
         than the Incumbent Board; or (iii) consummation of a reorganization,
         share exchange, merger or consolidation (including any such transaction
         involving any direct or indirect subsidiary of CenturyTel), or sale or
         other disposition of all or substantially all of the assets of
         CenturyTel (a "Business Combination"); provided, however, that in no
         such case shall any such transaction constitute a Change in Control if
         immediately following such Business Combination:






         (a) the individuals and entities who were the beneficial owners of
         CenturyTel's outstanding Common Stock and CenturyTel's voting
         securities entitled to vote generally in the election of directors
         immediately prior to such Business Combination have direct or indirect
         beneficial ownership, respectively, of more than 50% of the then
         outstanding shares of common stock, and more than 50% of the combined
         voting power of the then outstanding voting securities entitled to vote
         generally in the election of directors of the surviving or successor
         corporation, or, if applicable, the ultimate parent company thereof
         (the "Post-Transaction Corporation"), and (b) except to the extent that
         such ownership existed prior to the Business Combination, no person
         (excluding the Post-Transaction Corporation and any employee benefit
         plan or related trust or either CenturyTel, the Post-Transaction
         Corporation or any subsidiary of either corporation) beneficially owns,
         directly or indirectly, 20% or more of the then outstanding shares of
         common stock of the corporation resulting from such Business
         Combination of 20% or more of the combined voting power of the then
         outstanding voting securities of such corporation, and (c) at least a
         majority of the members of the board of directors of the
         Post-Transaction Corporation were members of the Incumbent Board at the
         time of the execution of the initial agreement, or of the action of the
         Board of Directors, providing for such Business Combination; or (iv)
         approval by the shareholders of CenturyTel of a complete liquidation or
         dissolution of CenturyTel. For purposes of the immediately preceding
         sentence, the term "person" shall mean a natural person or entity, and
         shall also mean the group or syndicate created when two or more persons
         act as a syndicate or other group (including, without limitation, a
         partnership or limited partnership) for the purpose of acquiring,
         holding, or disposing of a security, except that "person" shall not
         include an underwriter temporarily holding a security pursuant to an
         offering of the security.

         IN WITNESS WHEREOF, CenturyTel, Inc. has executed this amendment in
its corporate name as of the 17th day of April, 2000.

                                 CENTURYTEL, INC.


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