Exhibit 10.3
                             AMENDMENT NO. 1 TO THE
                                CenturyTel, INC.
                   2002 MANAGEMENT INCENTIVE COMPENSATION PLAN


         WHEREAS, an amendment to the CenturyTel, Inc. 2002 Management 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 9.2 shall be amended to read in its entirety as follows:

                  9.2   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 stock options only, if permitted
                  by the Committee and so provided in the Incentive Agreement or
                  an amendment thereto, (i) to Immediate Family Members (as
                  defined below), (ii) to a partnership in which the participant
                  and/or Immediate Family Members, or entities in which the
                  participant and/or Immediate Family Members are the sole
                  owners, members or beneficiaries, as appropriate, are the sole
                  partners, (iii) to a limited liability company in which the
                  participant and/or Immediate Family Members, or entities in
                  which the participant and/or Immediate Family Members are the
                  sole owners, members or beneficiaries, as appropriate, are the
                  sole members, (iv) to a trust for the sole benefit of the
                  participant and/or 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