Exhibit 3.3(c)
                                CENTURYTEL, INC.
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                      CHARTER OF THE COMPENSATION COMMITTEE
                            OF THE BOARD OF DIRECTORS
                     (as amended through February 25, 2004)

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I.      PURPOSE

        The Compensation Committee is appointed by the Board principally to
discharge the Board's responsibilities relating to compensation of the Company's
executive officers, to oversee the administration of the Company's equity
incentive and executive compensation programs, and to produce an annual report
on executive compensation for inclusion in the Company's proxy statement.

II.     COMPOSITION

        The Committee will consist of at least three directors, each of whom
will be appointed and replaced by the Board in accordance with the Company's
bylaws. Each member of the Committee will meet the independence requirements of
the New York Stock Exchange and Rule 16b-3 promulgated under the Securities
Exchange Act of 1934. The Committee's chairman will be designated by the Board.
The Committee may form and delegate authority to subcommittees when appropriate.

III.    MEETINGS

        The chairman of the Committee will preside at each meeting and, in
consultation with the other members of the Committee and management, will set
the frequency of, and the agenda for, each meeting.

IV.     AUTHORITY AND RESPONSIBILITIES

        In furtherance of the purpose of the Committee described above, the
Committee will have the following authority and responsibilities:

       1.   The Committee will periodically review and approve goals and
objectives relating to compensation of the executive officers and evaluate the
performance of the executive officers in light of these goals and objectives.
Based on this evaluation, the Committee will approve the CEO's compensation
level, and will recommend to the Board the compensation levels of the other
executive officers (and any other officer subject to Section 16 of the
Securities Exchange Act of 1934). The Committee will also oversee the annual
evaluation of all other members of management.

       2.   The Committee will periodically review the Company's incentive
compensation plans and equity-based plans, and will oversee the administration
of the Company's other executive compensation plans and programs.

       3.   The Committee will review, adopt and submit to the Board for its
approval (i) any proposed plan or arrangement offering or providing any
incentive, retirement or other compensation, benefits or perquisites to one or
more of the Company's executive officers (other than any plan or arrangement
offering benefits that do not discriminate in scope, terms or operation in favor
of executive officers and that are generally available to all salaried
employees) and (ii) any significant amendment or change to any such plan or
arrangement.

       4.   The Committee will review, adopt and submit to the Board for its
approval (i) any proposed employment, severance or change-in-control contract
between the Company and an executive officer or proposed executive officer and
(ii) any proposed extension or significant amendment thereto.

       5.   The Committee will exercise all powers allocated to it under the
Company's benefit plans, including the powers to (i) grant stock options and
other equity-based awards thereunder and (ii) establish performance goals
thereunder and determine whether such goals have been attained. The Committee
will also have the authority to delegate responsibility in accordance with the
terms and conditions of each such applicable plan.

       6.   The Committee, in consultation with management, will oversee
compliance with regulations governing executive compensation, including Rule
16b-3 and Section 162(m) of the Internal Revenue Code.

       7.   The Committee will issue executive compensation reports to the
Company's shareholders in the manner required under the rules and regulations of
the U.S. Securities and Exchange Commission.

       8.   The Committee will make regular reports to the Board.

       9.   The Committee will have the sole authority to retain and terminate
any compensation consultant retained to assist the Committee in discharging its
functions, and may, to the extent it deems necessary or appropriate, retain
independent legal, financial or other advisors. The Committee will approve
related fees and other retention terms.

      10.   The Committee will oversee, monitor, review or approve such other
employment or compensation-related matters, and will perform such other
services, as may be delegated to it from time to time by the Board.

      11.   The Committee will review and reassess the adequacy of this Charte
annually and recommend any proposed changes to the Board for approval. The
Committee will annually review its own performance.

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o       Originally adopted and approved by the Committee and the Board on
        February 11, 2003, and February 25, 2003, respectively.

o       Section II amended by the Committee and the Board on May 27, 2003, and
        May 29, 2003, respectively.

o       Sections I, II and IV amended by the Committee and the Board on
        February 25, 2004.