Exhibit 10.4
                             AMENDMENT NO. 1 TO THE
                                CenturyTel, INC.
                        2002 DIRECTORS STOCK OPTION PLAN


         WHEREAS, an amendment to the CenturyTel, Inc. 2002 Directors Stock
Option 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 9.4 shall be amended to read in its entirety as follows:

                  9.4   No Options granted hereunder may be transferred,
         pledged, assigned or otherwise encumbered by an optionee except:

                        (a)  by will;

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

                        (c)  if permitted by the Committee and so provided in
                  the stock option agreement or an amendment thereto, (i)
                  pursuant to a domestic relations order, as defined in the
                  Code, (ii) to Immediate Family Members (as defined below),
                  (iii) to a partnership in which the Participant and/or the
                  Participant's Immediate Family Members, or entities in which
                  the Participant and/or the Participant's Immediate Family
                  Members are the owners, members or beneficiaries, as
                  appropriate, are the sole partners, (iv) to a limited
                  liability company in which the Participant and/or the
                  Participant's Immediate Family Members, or entities in which
                  the Participant and/or the Participant's Immediate Family
                  Members are the sole owners, members or beneficiaries, as
                  appropriate, are the sole members, (v) to a trust for the
                  benefit solely of the Participant and/or the Participant's
                  Immediate Family Members, or (vi) to non-Immediate Family
                  Members following the death of the Participant to whom the
                  stock option was granted. "Immediate Family Members" means the
                  spouses and natural or adopted children or grandchildren of
                  the Participants and their spouses.

                        Any attempted assignment, transfer, pledge,
                  hypothecation or other disposition of an Option or levy of
                  attachment, or similar process upon an Option 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