Exhibit 10.1(c)


                                AMENDMENTS TO THE
                           CENTURYTEL RETIREMENT PLAN


         CENTURYTEL, INC., represented herein by its Executive Vice-President
and Chief Financial Officer, R. Stewart Ewing, Jr., does hereby execute the
following amendments to the CenturyTel Retirement Plan:


1.   Preamble:

     "These amendments to the Plan are adopted to reflect certain  provisions of
     the Economic Growth and Tax Relief  Reconciliation  Act of 2001 ("EGTRRA").
     These  amendments are intended to constitute good faith compliance with the
     requirements  of EGTRRA and are to be construed in  accordance  with EGTRRA
     and guidance issued thereunder.  Except as otherwise provided herein,  each
     amendment  shall be  effective  as of the first day of the first  Plan Year
     beginning after December 31, 2001."

2.   Insert the following as the last paragraph of Section 2.2:

     "Notwithstanding  any other Plan  provision to the contrary,  effective for
     distributions  with annuity starting dates on or after January 1, 2003, the
     applicable  mortality  table used for purposes of adjusting  any benefit or
     limitation under Code Section  415(b)(2)(B),  (C), or (D) set forth in this
     Plan and the applicable mortality table used for purposes of satisfying the
     requirements  of Code  Section  417(e)  set forth in this Plan is the table
     prescribed in Rev. Rul. 2001-62."

3.   Insert the following as the second paragraph of Section 2.14(d):

     "For Plan Years beginning after December 31, 2001, the annual  compensation
     of each Participant  taken into account in determining  allocations for any
     Plan Year beginning  after December 31, 2001,  shall not exceed $200,000 as
     adjusted  for  cost-of-living  increases  in  accordance  with Code Section
     401(a)(17)(B).  Annual compensation means compensation during the Plan Year
     or such  other  consecutive  12-month  period  over which  compensation  is
     otherwise  determined  under  the  Plan  (the  determination  period).  The
     cost-of-living  adjustment  in effect for a calendar year applies to annual
     compensation for the  determination  period that begins with or within such
     calendar year."

4.   Insert the following as the second paragraph of Section 16.2(f):

     "For Plan Years beginning after December 31, 2001, `Key Employee' means any
     Employee or former  Employee  (including any deceased  Employee) who at any
     time  during  the Plan Year that  includes  the  determination  date was an
     officer of the Employer  having annual  compensation  greater than $130,000
     (as adjusted under Code Section  416(i)(1) for Plan Years  beginning  after
     December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner
     of the Employer having annual compensation of more than $150,000.  For this
     purpose,  annual compensation means compensation within the meaning of Code
     Section 415(c)(3).  The determination of who is a Key Employee will be made
     in accordance  with Code Section  416(i)(1) and the applicable  regulations
     and other guidance of general applicability issued thereunder."


5.   Insert the following as Section 16.3(d):

     "For Plan Years  beginning  after  December 31, 2001,  the present value of
     accrued  benefits and the amounts of account  balances of an Employee as of
     the determination  date shall be increased by the  distributions  made with
     respect to the  Employee  under the plan and any plan  aggregated  with the
     Plan under Code Section  416(g)(2)  during the 1-year  period ending on the
     determination   date.   The   preceding   sentence   shall  also  apply  to
     distributions  under a terminated plan which,  had it not been  terminated,
     would   have   been   aggregated   with  the  Plan   under   Code   Section
     416(g)(2)(A)(i). In the case of a distribution made for a reason other than
     severance from  employment,  death, or disability,  this provision shall be
     applied by substituting  `5-year  period' for `1-year  period.' The accrued
     benefits and accounts of any individual who has not performed  services for
     the Employer  during the 1-year  period  ending on the  determination  date
     shall not be taken into account."

6.   Insert the following as Section 16.3(e):

     "The accrued  benefits and accounts of any individual who has not performed
     services  for  the  Employer   during  the  1-year  period  ending  on  the
     determination date shall not be taken into account."

7.   Insert the following as Section 16.4(g):

     "For  purposes of  satisfying  the  minimum  benefit  requirements  of Code
     Section  416(c)(1) and this Plan, in determining  Years of Service with the
     Employer,  any service with the Employer shall be disregarded to the extent
     that such service occurs during a Plan Year when the Plan benefits  (within
     the  meaning  of  Code  section  410(b))  no Key  Employee  or  former  Key
     Employee."

7.   Insert the following as the second sentence of Section 7.13(b)(i):

     "For   distributions   made  after  December  31,  2001,  a  portion  of  a
     distribution shall not fail to be an eligible rollover  distribution merely
     because the portion consists of after-tax employee  contributions which are
     not  includable in gross income.  However,  such portion may be transferred
     only to an  individual  retirement  account  or annuity  described  in Code
     Section  408(a)  or  (b),  or  to a  qualified  defined  contribution  plan
     described  in Code  Section  401(a) or  403(a)  that  agrees to  separately
     account for amounts so transferred, including separately accounting for the
     portion of such  distribution  which is  includable in gross income and the
     portion of such distribution which is not so includable."

8.   Insert the following as the third sentence of Section 7.13(b)(ii):

     "For  distributions  made after  December 31, 2001, an eligible  retirement
     plan shall also mean an annuity  contract  described in Code Section 403(b)
     and an eligible  plan under Code Section  457(b) which is  maintained  by a
     state,   political   subdivision   of  a  state,   or  any  agency  or  any
     instrumentality  of a state or political  subdivision  of a state and which
     agrees to separately  account for amounts  transferred  into such plan from
     this Plan. The definition of eligible  retirement  plan shall also apply in
     the case of a distribution to a surviving  spouse, or to a spouse or former
     spouse who is the  alternate  payee  under a qualified  domestic  relations
     order, as defined in Code Section 414(p)."

9.   Section 2.14 is amended by inserting the following as Section 2.14(i):

     "(i) For Plan Years beginning on and after January 1, 2001, for purposes of
     the definition of compensation contained in this Section 2.14, and Sections
     5.7(c) and 16.2(c) of the Plan,  compensation paid or made available during
     such years shall include  elective  amounts that are not  includable in the
     gross income of the Employee by reason of Code Section 132(f)(4)."


     THUS DONE AND SIGNED, this 31st day of December, 2002.

                                    CENTURYTEL, INC.


                                         /s/ R. Stewart Ewing, Jr.
                                    BY:____________________________________
                                        R. Stewart Ewing, Jr.
                                        Executive Vice-President
                                         and Chief Financial Officer