0000018926-06-000018 Sample Contracts

FORM OF RESTRICTED STOCK AGREEMENT UNDER THE CENTURYTEL, INC. (2006 Grants to Section 16 Officers)
Restricted Stock Agreement • March 16th, 2006 • Centurytel Inc • Telephone communications (no radiotelephone) • Louisiana

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of February 21, 2006, by and between CenturyTel, Inc. (“CenturyTel”) and _____________ (“Award Recipient”).

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FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE CENTURYTEL, INC. (2006 Grants to Section 16 Officers)
Non-Qualified Stock Option Agreement • March 16th, 2006 • Centurytel Inc • Telephone communications (no radiotelephone) • Louisiana

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this (“Agreement”) is entered into as of February 21, 2006, by and between CenturyTel, Inc., a Louisiana corporation (“CenturyTel”), and _________________ (“Optionee”).

Form of] INDEMNITY AGREEMENT (for directors and officers of CenturyTel, Inc.)
Indemnity Agreement • March 16th, 2006 • Centurytel Inc • Telephone communications (no radiotelephone) • Louisiana

This Agreement is made as of the _____ day of _______________, by and between CenturyTel , Inc., a Louisiana corporation (the “Corporation”), and _______________ (“Indemnitee”).

CenturyTel Letterhead] THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. May 7, 2004 FORM OF STOCK OPTION AGREEMENT UNDER THE CENTURYTEL, INC.
Stock Option Agreement • March 16th, 2006 • Centurytel Inc • Telephone communications (no radiotelephone)

In consideration of your agreement to serve on the Board of Directors of CenturyTel, Inc. (the “Company”), on May 7, 2004 you were granted an option (the “Option”) to purchase of 6,000 shares of common stock of the Company, $1.00 par value per share (the “Common Stock”), under the CenturyTel, Inc. 2002 Directors Stock Option Plan (the “Plan”), subject to all of the terms and conditions set forth in the Plan. You hereby acknowledge that the Company has previously furnished you with a copy of the Plan and the Memorandum/Prospectus for the Plan.

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