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<DESCRIPTION>EXHIBIT 14
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                                                                      Exhibit 14
                                   CORPORATE

                                   COMPLIANCE

                                    PROGRAM

                                    HANDBOOK


                                   CENTURYTEL

                                   March 2003

                               _________________


Dear CenturyTel Employees,

CenturyTel's Compliance Program outlines the moral, legal and ethical standards
which govern the business conduct of CenturyTel employees. It also provides a
framework to help employees prevent, detect and report violations of these
standards.

As employees of CenturyTel we all must make daily decisions regarding how we
will do our jobs and how we will work with our fellow employees, customers and
members of the public. Our success as individuals -- and as a company --
requires that we conduct all our business activities with integrity and the
highest standards of ethical behavior.

You are responsible for reading and following the principles contained in this
handbook. Although the handbook cannot address every situation you may have to
deal with, it underscores the basic principles that should guide all our conduct
-- good judgment, personal honesty and sound business ethics. Those principles
require that we avoid any conflict of interest between work and personal
interests, comply with laws that govern our business, and be honest and fair in
all our work activities and relationships.

The Vice President, Employee & Labor Relations has been assigned to serve as the
Corporate Compliance Officer and is available to supervise the confidential
investigation of alleged Program violations, or to answer any questions about
the Company's policies and procedures. If you have a good faith belief that a
violation of laws, company policies or business ethics has occurred, you may
arrange a personal meeting with the Corporate Compliance Officer. If you prefer,
you may make an oral telephone report by calling (360) 905-6861, a private,
confidential extension for this purpose, or you may seek guidance from your
supervisor, manager, or the Office of the General Counsel. If you have any
concerns, complaints or questions about the Company's accounting, internal
accounting controls or auditing, you may contact the Audit Committee of the
Board of Directors by sending a letter to the Chairman of the Audit Committee,
c/o Post Office Box 4364, Monroe, Louisiana 71211. All information that you
provide will be held in strictest confidence.

Keep this handbook handy and refer to it. We must be committed to safeguarding
our own personal integrity and that of the Company.

Sincerely,



Glen F. Post, III
Chairman and Chief Executive Officer




                                CENTURYTEL, INC.

                          CORPORATE COMPLIANCE PROGRAM

                                TABLE OF CONTENTS


1.  INTRODUCTION..............................................................3

2.  PRINCIPLES OF BUSINESS CONDUCT............................................3
(a)   General Principles......................................................3
(b)   Conflicts of Interest...................................................4
                      Examples................................................6
(c)   Loans to Directors, Officers or Employees...............................6
(d)   Use of Company Name/Special Discounts...................................6
                      Examples................................................6
(e)   Use of Company Resources................................................6
                      Examples................................................7
(f)   Confidential and Proprietary Information................................8
(g)   Intellectual Property Rights............................................8
                      Examples................................................8
(h)   Entertainment, Gifts and Favors.........................................8
                      Examples................................................9
(i)   Marketing and Advertising..............................................10
(j)   Employment of Family Members...........................................10
                      Examples...............................................10
(k)   Employment-Related Laws and Regulations................................11
(l)   Outside Employment and Business Activities.............................11
                      Examples...............................................11
(m)   Political Contributions & Activities...................................12
(n)   Accountability.........................................................12
(o)   Honesty and Integrity in All Matters and Things........................13

3.  POLICY STATEMENT ON INSIDER TRADING......................................13
(a)   Penalties for Insider Trading..........................................13
(b)   The Company's Policies and Procedures on Insider Trading...............13
                      Prohibition against Trading on or
                      Disclosing Material Nonpublic Information..............14
                      Material Information...................................14
(c)   Policy on When Information is Public...................................15
                      "Window Period"........................................15
                      Additional Prohibited Transactions for All Employees...15
(d)   Sanctions for Violations of Policy Statement...........................15

4.  DISCLOSURE POLICY........................................................16

5.  POLICY ON CONFIDENTIALITY................................................16

6.  COMPETITION AND FAIR DEALING.............................................17

7.  COMPANY COMMUNICATIONS...................................................17
(a)   Statement of Philosophy................................................17
(b)   Electronic Communications - General Principles.........................18
(c)   Company E-mail.........................................................18
(d)   Use of Company Computers...............................................19
(e)   Software Copying and Other Types of Unlawful Copying...................19
(f)   Internet and Other External Electronic Communications..................20

8.  POLICY STATEMENT EQUAL EMPLOYMENT OPPORTUNITY............................20

9.  POLICY ON UNLAWFUL DISCRIMINATION AND HARASSMENT.........................21

10. APPLICABILITY OF OTHER COMPANY POLICIES..................................22

11. COMPLIANCE WITH
LAW..........................................................................22
(a)   Clean Water Act; Resource Conservation and Recovery Act;
                      Toxic Substances Control Act; Comprehensive
                      Environmental Response, Compensation and
                      Liability Act..........................................22
(b)   Occupational Safety and Health Act.....................................22
(c)   Sherman Act; Clayton Act; Robinson-Patman Act..........................23
(d)   Procurement Integrity..................................................23
(e)   False Statements or Entries............................................23
(f)   Unauthorized Publication or Use of Communications......................23
(g)   Records and Reports on Monetary Instruments Transactions...............24
(h)   Willful Failure to File Return, Supply Information or Pay Tax..........24
(i)   Securities Act of 1933; Securities Exchange Act of 1934................24
(j)   Foreign Corrupt Practices Act..........................................24
(k)   Government Inquiries...................................................24

12. WAIVERS    ..............................................................24

13. ACCOUNTING COMPLAINT PROCEDURES..........................................25

14. INQUIRIES REGARDING ALL OTHER POSSIBLE COMPLIANCE PROGRAM
    VIOLATIONS...............................................................25


<PAGE>




1.   INTRODUCTION

CenturyTel requires its directors, officers, and employees to comply with all
laws, rules and standards of conduct applicable to our business. To assist you
in understanding these obligations, CenturyTel has prepared the Corporate
Compliance Program included in this handbook, along with a companion book
entitled "Corporate Compliance Program Procedures." This program sets forth or
summarizes CenturyTel's policies and guidelines regarding appropriate business
conduct, and also summarizes certain laws with which we expect you to be
familiar. The program also summarizes CenturyTel's Corporate Compliance Program
Procedures, which explain in detail how CenturyTel responds to alleged policy
violations and otherwise administers its corporate compliance program. If you
are unable to resolve a specific ethical or legal issue after reviewing this
handbook, please talk to your supervisor, consult with the Corporate Compliance
Officer or call the compliance telephone number included below. Please contact
your supervisor or the Vice President of Employee & Labor Relations if you would
like a personal copy of these procedures, or a complete copy of any policies
that are summarized below. The program, procedures and the policies are also
published on the Company's intranet website under Human Resources Department,
Policies.

Please note that neither this handbook nor the procedures booklet is intended to
address how to handle every type of business encounter. If a law conflicts with
any policies or guidelines set forth or summarized in this Program, you must
comply with the law; however, if a local custom or policy conflicts with this
Program, you must comply with this Program.

Please note that no representative of CenturyTel has authority to give an order
or direction that would result in a violation of the policies or guidelines set
forth or summarized below. Violations of these policies or guidelines by any
employee or supervisor of CenturyTel could result in discharge, legal liability,
criminal prosecution or other appropriate disciplinary action.

This handbook is applicable to all directors, officers and employees of
CenturyTel and its subsidiaries. As explained further in the Corporate
Compliance Program Procedures, this handbook is also generally applicable to
certain of Company's agents and independent contractors, subject to certain
exceptions.

2.   PRINCIPLES OF BUSINESS CONDUCT

CenturyTel is committed to providing the highest level of quality services and
products to our customers. In pursuing our corporate goals, we must concurrently
have the highest moral standards and ethical behavior. This handbook
communicates the moral, legal, and ethical standards by which you should govern
your business conduct.

(a)  General Principles

Although a business enterprise is usually thought of in broad economic terms, it
is more importantly an institution of people. As such, a business has moral and
ethical responsibilities in addition to its basic economic role. The business
must operate in a manner that conforms to laws, to customs, and to human values.
Consequently, the Company is publishing this Program to guide employees in their
conduct as representatives of CenturyTel.

CenturyTel will, through its directors, officers and employees, conduct its
affairs with honesty and integrity. These qualities are characterized by
truthfulness and freedom from deception or fraud and do not vary by business,
product, country, or by culture. These qualities dictate one standard of conduct
company wide. If we are steadfast in this belief, questions of ethical behavior
are easily answered in most situations and questionable acts that can open the
door to serious violations will be avoided.

No "code of conduct" can hope to spell out the appropriate moral conduct and
ethical behavior for every situation with which we, as employees, might be
confronted. Whenever we are faced with a difficult ethical decision, we must
seek counsel - from our colleagues and our management - and, most importantly,
exercise our own good judgment. Further, whenever we find ourselves in
situations that represent possible violations of these principles, we must
disclose the facts immediately to our supervisors or take any of the other steps
listed below.

CenturyTel prospers to the degree - and only to the degree - that we serve our
customers well. We are committed to: the provision of high-quality
telecommunications services at fair prices; strong growth and attractive returns
for our stockholders; competitive income and benefits for our family of
employees; good community citizenship in our service areas; and the
accomplishment of these goals within an environment of honesty and integrity.

In dealing with the public, we will be responsive and responsible. While we do
not control our environment, we have a significant impact on it and the
communities we serve. We believe that obligates us to be open and timely in our
communications to the public and to play an important citizenship role in the
communities in which we operate.

These are the overriding business principles that must guide us in the conduct
of our businesses. What follows is more specific and deals with the ways in
which the Company will implement these policies and how your responsibilities
are affected by these principles.

(b)  Conflicts of Interest and Corporate Opportunities

CenturyTel requires its directors, officers and employees to avoid conflicts of
interest. A conflict of interest occurs when an employee's personal or financial
interests interfere with or appear to interfere with their duties and
responsibilities to the organization.

o    The term "conflict of interest" describes any circumstance that could
     cast doubt on our ability to act with total objectivity with regard to
     CenturyTel's best interests. We not only want to be loyal to CenturyTel,
     we want that loyalty to come easily and free from any conflicting
     interests.

o    While CenturyTel respects the privacy of its employees in the conduct of
     their personal affairs, it does insist that we discharge our obligations to
     CenturyTel. Activities that involve the unauthorized use of CenturyTel
     time, equipment, or information, or that significantly interfere with job
     performance, or that could damage our good reputation, or that otherwise
     conflict with CenturyTel's business interests are to be avoided. Of
     particular concern are situations in which our personal interests may
     conflict with the interests of CenturyTel in relations with present or
     prospective suppliers, customers, or competitors. In essence, we should not
     use our positions or the assets or influence of the organization for
     personal advantage or for the advantage of others, and we should always act
     in the best interests of CenturyTel.

o    By policy, CenturyTel prohibits certain types of personal involvement in
     time or money where a conflict or perceived conflict may exist.

o    Sometimes conflicts of interest will develop accidentally or
     unexpectedly. If this happens, any employee having knowledge of the
     situation must report the matter directly to his or her supervisor.
     Usually these problems can be resolved if they are handled quickly and
     openly.

While it is not possible to describe all the circumstances and conditions which
might develop, the following is set forth for your guidance:

>>   You may not take advantage of opportunities which rightfully belong to
     the Company. For example, you may not acquire property or stock that you
     know the Company is interested in purchasing, divert business from
     CenturyTel or receive a commission or fee, except from the Company, for a
     transaction which you have conducted for the Company.

>>   Corporate opportunities include the chance to purchase or receive stock
     or options from other companies (including "IPO allocations"). If you
     receive any such offer or similar opportunity from a company with whom
     CenturyTel does business, you must seek the permission of your
     supervisor. Directors and officers of CenturyTel must receive approval of
     the Board of Directors.

>>   You may not directly or indirectly work for, hold a financial interest
     in, or otherwise be associated with, a competitor or supplier (except if
     such financial interest is less than one percent of the publicly traded
     stock of a corporation or unless you have received the approval of the
     Company's Chairman, CEO or President).

>>   The best policy is to avoid any direct or indirect business connection
     with our suppliers or competitors, except on our behalf.

>>   You may not make credit, purchase, lease or other agreements for the
     Company if you have a personal or family financial interest in the
     individual or organization seeking credit or other agreements from
     CenturyTel.

>>   If you, your spouse or other immediate family member are engaged in a
     business similar in nature to the Company's, it must be disclosed in full
     to the Corporate Compliance Officer.

>>   You may not acquire any interest in property or assets of any kind for
     the purpose of selling or leasing it to the Company, or commit the
     Company without proper authorization to give its financial or other
     support to any outside activity or organization.

>>   You may not develop a personal relationship with a subordinate employee
     or with any employee of a competitor, customer or supplier that might
     interfere with the exercise of impartial judgment in decisions affecting
     the Company or any employees of the Company.

>>   If you or someone with whom you have a close relationship (an immediate
     family member or close companion) has a financial or employment
     relationship with a current or prospective competitor or supplier, the
     employee must disclose this fact in writing to the Corporate Compliance
     Officer.

If you enter into a personal relationship with a subordinate employee or with an
employee of a competitor or supplier, a conflict of interest may exist that
requires full disclosure to the Company.

Examples: *

>>   You own 25% of "XYZ Company" and XYZ owns equipment which it offers to
     lease to the Company for a construction project. To ensure that no
     conflict in your duties or the Company's interests will occur, you are
     obligated at the outset to fully disclose your financial interest in XYZ
     and not participate in any decisions whether to utilize XYZ's services.

>>   Your spouse is soliciting a consulting contract with a Company department
     unrelated to your work responsibilities. Although this may not be a
     conflict of interest, it could appear as such to others. It is your
     responsibility to ensure that the relationship and financial interest of
     your spouse are disclosed to managers involved in the decision.

     *Examples are offered to help understand general principles. The examples
     are not meant to cover all issues that might arise.

Employees unsure as to whether a certain transaction, activity or relationship
constitutes a conflict of interest should discuss it with the their supervisor
or the Corporate Compliance Officer at (360) 905-6861.

(c)  Loans to Directors, Officers or Employees

It is against the law for the Company to make personal loans to any director or
executive officer. No other employee may receive a loan from the Company unless
the loan is approved by the employee's supervisor and is in accordance with all
other Company policies and procedures.

(d)  Use of Company Name/Special  Discounts

You may not use the Company's name, influence or purchasing power to obtain
personal discounts or rebates unless communicated and made available to
employees in general. The Company's policy is to make available to all employees
any Company discounts with suppliers or other businesses which may be passed on
to employees.

Examples:

>>   You work in the Company's information services department and contact
     "Computer Inc.," a frequent Company supplier. You use the Company's
     purchasing power to obtain a special discount only for yourself. This
     would be improper use of the influence of your Company position for
     personal gain.

>>   You are a member of a frequent flyer program and receive mileage bonuses
     and other discounts as a result of travel for Company business.
     Acceptance of such bonuses and discounts from airlines, hotels, and
     restaurants are proper when offered to travelers generally. However, it
     would be improper to make travel arrangements to receive travel bonuses
     if suitable, alternative arrangements are available at lower cost to the
     Company.

Test: Do you have any question as to whether your use of the Company name or
Company discount may be improper or conflict with the Company's best interests?
If so, discuss the matter promptly with your supervisor or the Corporate
Compliance Officer so the situation can be evaluated before problems develop.

(e)  Use of Company Resources

Loss, destruction or improper use of any Company resources can increase the cost
of doing business, make the Company less efficient, and ultimately less
competitive. Employees are responsible for using Company resources -- including
vehicles, planes, computers, equipment, materials, services and supplies -- for
Company business.

All computer equipment, files, data, programs and capabilities (such as EMail),
and all telephones and related equipment and records (such as voice mail),
including all back-up disks, tapes and the like, are considered Company records
and are the property of the Company.

Employees are expected to utilize electronic communication, electronic records,
and computer resources in accordance with applicable CenturyTel policies,
including those set forth below under the heading "Company Communications."

Employees must adhere to internal controls, licensing agreements and copyright
laws protecting computer software. Computer software products may not be used or
copied in a manner contrary to the terms of the license agreement.

Use of Company tools and facilities for personal use is discouraged, and
employees should seek alternate commercially available resources. If an employee
has an appropriate personal need to use Company resources, prior authorization
must be obtained from the appropriate local manager or designee.

Examples:

>>   You have access to a Company pick-up that is not used on the weekends and
     wish to use it to move dirt to landscape your yard. If you pay for the
     gas, can you use the pick-up? No, unless you have prior authorization.
     Personal use puts additional wear on the vehicle, exposes the Company to
     potential liability for accidents, and gives the impression to members of
     the public that property paid for by customers and shareholders is being
     used improperly.

>>   You are required to spend several days on Company business away from your
     normal workplace and have been authorized to use a Company vehicle for
     the trip. Is it appropriate to take a "side trip" to sightsee at the
     business location or on your return home? The more personal trips and
     detours you mix with business, the more questionable your conduct and
     integrity in using a Company vehicle (or in charging rental car costs to
     the Company). If such personal use is more than incidental, it is
     necessary that the personal use be discussed and approved as part of the
     prior travel authorization process, to include reimbursement to the
     Company for non-incidental personal mileage and any other related costs.

>>   Can I use my Company telephone to make personal telephone calls? To
     ensure that personal telephone calls do not interfere with your work
     duties, they should generally be made during non-working time or should
     be infrequent and brief.

     Further, you should avoid making personal long distance or cellular phone
     calls at the Company's cost. If you must make such a call except for an
     emergency or similar reason, you should charge the call to your home
     phone or promptly notify your supervisor so any costs to the Company can
     be reimbursed.

>>   Listed below are examples of questions concerning the personal use of
     Company resources. May I:

     - borrow a Company tool overnight to do repair work at my house?

     - use the shop or its tools and equipment to do work on my car or
     other personal projects?

     - use office equipment (e.g. copiers, computers, printers) for my
     personal use?

Test: Is your use of a Company resource, facility, tool or business machine for
profit purposes? Or in non-compliance with locally established written
procedures? If so, the use would be improper.

(f)  Confidential and Proprietary Information

Confidential and proprietary business information relating to CenturyTel may not
be provided to unauthorized persons or used to the Company's detriment or for
the purpose of furthering a private interest or making a personal profit. All
material non-public information concerning the business, securities, financial
condition, earnings, or prospects of CenturyTel remains confidential until fully
and properly disseminated to the public (e.g., current, interim earnings figures
or trends, possible acquisitions or divestitures, projections, business plans,
new products or processes). For further information, see below the "Policy
Statement on Insider Trading."

It is Company policy that all confidential business information relating to
CenturyTel will be used solely for Company purposes and will not be provided to
unauthorized persons or used for the purpose of furthering a private interest or
making a personal profit.

Employees who leave CenturyTel may not:

o    Use any Company confidential information for their own or
     another's gain; or

o    Keep any originals or copies of notebooks, proposals, documents,
     drawings, reports, other documents or property belonging to CenturyTel.

(g)  Intellectual Property Rights

If during your employment with CenturyTel, you generate, author or contribute to
any invention, design, product, program, method, process, copyrightable work,
trade secret, proprietary information or other intellectual property, such
intellectual property will be the exclusive property of CenturyTel and you must
cooperate in obtaining in CenturyTel's name any patent, copyright or other
proprietary right in such intellectual property (including signing and filing of
appropriate documents and forms).

Examples:

>>   Ideas, inventions, or discoveries conceived, developed, or made by
     employees that relate to Company business, research or development, or
     arise through the use of Company facilities, shall be the property of the
     Company, and appropriate measures shall be taken to protect such
     property.

(h)  Entertainment, Gifts and Favors

The primary rule to remember regarding gifts and gratuities is that they must
not influence or appear to influence the recipient's judgment, or to violate any
laws.

No CenturyTel employee may offer or accept any levels of entertainment, gifts,
favors, or gratuities which:

o    May reasonably be construed as intended to affect the judgment of the
     recipient so as to secure preferential treatment.

o    Are not of such limited nature and value that they could not be
     reasonably perceived by anyone to affect the judgment of the recipient.

o    Would be embarrassing to CenturyTel or the recipient if publicly disclosed.

o    Would violate any laws or regulations.

No employee should give or offer to give any entertainment, gifts, favors, or
gratuities to any government official, even if lawful, if the action might
reasonably be construed as an attempt to influence a government decision in any
matter affecting CenturyTel. All relations with government or public officials
should be conducted in a manner that will not adversely reflect on CenturyTel or
the official's integrity and with the expectation that all such actions will
become a matter of public knowledge.

Examples:

>>   Your job is to evaluate car lease bids. One of the bidders offers to lend
     you at no cost a car for your personal use for several days. Accepting
     this offer would be improper. (Evaluation of the bidder's product can be
     done on the job or by other means that would not raise the question of
     whether your actions have compromised your ability to make an independent
     business decision.)

>>   A parts vendor you do business with offers to take you to a professional
     basketball game as his guest. A ticket costs $40. Should you accept? You
     should carefully review all the circumstances with your supervisor. Is
     there a business decision pending by you that could lead others to
     believe the vendor's ticket influenced your decision? If so, you should
     decline the ticket. Employees who have decision- making authority over
     pending or prospective business with a vendor must ensure that their
     decisions are not influenced, or perceived to be influenced, by a
     vendor's gratuities or hospitality.

>>   You occasionally have need for certain consulting services and have
     retained a consultant who is currently providing services. The consultant
     invites you to a professional sports event as his guest. A ticket costs
     $40. If you and your supervisor determine that the event will enhance
     "responsible business relations", acceptance would be appropriate since
     the hospitality is of reasonable cost under the circumstances.

>>   Your facility wants to hold an employee picnic. Would it be appropriate
     to solicit or accept a financial contribution or gratuity (e.g., food,
     entertainment, transportation, etc.) from a supplier or subcontractor?
     The Company does not want a reputation of having its activities supported
     by the finances or gifts of its suppliers or others doing or seeking to
     do business with the Company. Accepting a supplier's gratuities for a
     Company-approved activity could be perceived as obligating the Company to
     give "favored status" to contributing suppliers to the exclusion of other
     non-contributing suppliers who may be more competitive. A supplier's
     contributions to a Company-approved activity should not be accepted
     without officer approval.

Test: Before accepting any gratuity (including forms of hospitality), you
should ask yourself the following questions:

o    Would accepting a gratuity affect or appear to affect my ability
     to make an impartial decision with respect to the products or
     services of the individual or company giving the gift? It must
     not. If you have any doubts, contact your supervisor or manager
     for assistance.

o    Would the Company offer the same gratuity or business courtesy? If
     not, then it is likely that the gratuity is inappropriate under
     the circumstances and should not be accepted.

The Company will not pay any bribe, gratuity, kick-back, or any similar payment
to anyone, including agents of our customers or members of their family, in
connection with the sale of any of our products. Should any such payments be
requested, the Company's lawyers should be contacted immediately. Company policy
is to forego any business which can only be obtained by improper or illegal
payments. The Company will not pay "push money" or secret payments to employees
of our customers in order to induce them to purchase our products or services.

(i)  Marketing and Advertising

In marketing our products, we must, of course, observe all of the basic
antitrust laws summarized below under the heading "Compliance with Law." There
are, however, some additional legal and ethical principles that should govern
our conduct.

Our advertising should always be truthful. If we make specific claims about our
products or the performance of our products, we should have evidence to
substantiate those claims. We should not label or market our products in any way
that might cause confusion between our products and those of any of our
competitors. Similarly, we should be alert to any situation where a competitor
may be attempting to mislead potential customers as to the origin of products
and inform appropriate management or the Company's Legal Department of any such
cases.

All of our advertising will be in full compliance with all laws, and will not
discriminate with regards to race, creed, sex, color, national origin,
disability, or otherwise.

If we offer advertising or promotional allowances, we should generally offer
them on a proportionately equal basis to all of our customers. Advertising and
promotional allowances are subject to very detailed and technical regulation
under the Robinson-Patman Act and, therefore, should only be offered after it is
clear that the allowances are proper and in conformance with law.

We should not unfairly disparage any of the products, services, or employees of
any of our competitors. If we do engage in any comparison of our products
against those of our competitors, such comparisons should be fair. Comparative
advertising is also subject to some regulation and should, therefore, be cleared
with the Company's lawyers beforehand. All use of the Company's trademarks and
trade names should be in accordance with our policies governing such use.

(j)  Employment of Family Members

Your relatives and friends may apply for employment with the Company and, if
employed, are eligible for job changes (e.g., promotions, transfers) to
positions for which they are qualified as long as it will not create what
CenturyTel considers an inappropriate employment relationship among friends or
relatives (as described further below). However, relatives and friends are not
entitled to preferential consideration.

For the purposes of this policy, "relative" is defined to include spouses,
children, grandchildren, parents, brothers, sisters, in-laws, aunts, uncles,
nieces, nephews, stepparents or stepchildren and other dependents whether or not
living in the same household. The definition also includes all others living in
the same household, including persons who live in non-marital, non-related
arrangements (e.g., roommates and domestic partners).

Examples:

An inappropriate employment relationship may exist where:

>>   One relative is in a position to exercise supervisory, appointment,
     promotional or grievance adjustment authority over another, or to audit
     the other's cash handling or accounts; or

>>   It would constitute a violation of any federal or state law or regulation
     with which we are required to comply; or

>>   It would constitute a violation of the conditions of our eligibility for
     government contracts or financial assistance; or

>>   It would cause disregard of a bona fide occupational requirement
     reasonably necessary to the normal operation of business.

If after hiring, two employees become "relatives" and the Company feels the
circumstance of their positions may create an inappropriate employment
relationship, the employees will be notified and requested to make a
recommendation as to who will be transferred or reassigned if an appropriate
position is available, or laid off or terminated. CenturyTel will make the final
decision consistent with business needs.

(k)  Employment-Related Laws and Regulations

Brief descriptions of a few of the federal statutes generally applicable to
CenturyTel are included in the section below entitled "Compliance with Law".
Also included in this Program are the Company's employment policies regarding
Equal Employment Opportunity and Unlawful Discrimination and Harassment. If you
need advice with regard to laws and regulations relating to your job, you should
consult with your supervisor. If a situation arises where you feel a need to
consult privately or anonymously about such a matter, you may contact the
Corporate Compliance Officer at (360) 905-6861.

(l)  Outside Employment and Business Activities

Employees are expected to devote full time to CenturyTel's interests during
regular working hours and during any additional work time that is required. In
addition, no Company assets or labor are to be used for personal business.
Although the Company discourages outside employment (including working as a
consultant), this activity is allowed if it does not interfere, compete or
conflict with the Company's interests. Any outside employment which in any way
competes or conflicts with CenturyTel's interests must be approved in advance by
your manager, division executive and the Vice President of Human Resources.

No outside work may be done during your regular work hours and no Company
facilities, equipment, labor, information or supplies are to be used to conduct
this outside activity. Any employee doing any outside work is under obligation
to advise their client that the work is in no way by, for, or in the name of
CenturyTel.

Examples:

>>   It is improper and against Company policy to accept employment or a
     consulting position with any competitor of the Company or with a
     contractor who will use your services to perform work for the competitor.
     It is also improper to work for an outside consultant or other employer
     which provides goods or services to or solicits business from the
     Company. If you are uncertain what constitutes a "competitor" of the
     Company, you should seek assistance through your supervisor.

>>   You work in the engineering department and a consultant (or contractor)
     who performs work for your department offers you a part-time job on
     weekends or during your vacation. You should decline the offer to avoid
     the appearance of a conflict of interest unless you have reviewed the
     circumstances with your supervisor and received the approvals specified
     above. No matter how innocently the offer of part-time work might be made
     or accepted, others might see it as a kickback paid to you in return for
     Company business or for helpful "inside information" of special value to
     the consultant not available to his or her competitors.

>>   You sell sports equipment after hours which presents no conflict with
     your job. However, you now want to contact co-workers during your work
     time to sell or promote your products. It would be improper to use your
     work time or interrupt the work time of other employees to conduct or
     promote your personal business interests.

>>   You are developing software programs after work hours and now want to
     sell those programs to the Company. This raises a potential conflict of
     interest. It is necessary that you demonstrate to your supervisor, and
     the supervisor involved in the transaction, that the development of the
     product occurred outside the performance of your job and without the use
     of Company materials. Products and designs developed as part of your job
     are the property of the Company.

>>   Your job involves use of testing equipment. Based on information and
     knowledge obtained through your job, you feel you can design and build
     testing equipment used by the Company far better and more inexpensively
     than the supplier the Company is now using. If you work on your own time,
     would it be acceptable if you started your own business and competed for
     Company work? No. As an employee who has received money and training from
     the Company, you are expected to give the Company the best of your
     creativity and energy. You might consider suggesting how the design and
     construction of the testing equipment could be incorporated into your
     job.

Test: Would the outside employment or personal business enterprise compete with
products or services provided by the Company? If so, you should reject the
opportunities. Also, you should not conduct or promote outside business during
work time paid by the Company.

(m)  Political Contributions & Activities

The Company may not make any political contributions of any kind without the
express approval of the General Counsel or the Chief Executive Officer.

o    CenturyTel recognizes that employees will participate in the political
     process, including voluntary contributions to any appropriate political
     action committee and to candidates and parties of their choice. However, no
     influence shall be exerted by any employee on another employee to make any
     personal politicalo contribution or to engage in any political activity
     inconsistent with that employee's own personal inclination.

o    Corporate contributions, direct or indirect, and of whatever amount or
     type, to any political candidate or party, or to any other organization
     that might use the contributions for a political candidate or party, are
     illegal for all federal elections and may be illegal for state and local
     elections except in certain situations. No permissible corporate
     contributions are to be made for political purposes without review by the
     General Counsel or the Chief Executive Officer.

o    CenturyTel may from time to time take stands on issues of public policy,
     particularly those that affect its interest or those of its
     constituencies. In such cases, CenturyTel may elect to express its views
     publicly and spend Company authorized funds to ensure that its position
     is broadly disseminated. It may also provide authorized financial support
     to groups that advocate essentially consistent positions.

(n)  Accountability

The law requires that CenturyTel keep accurate books, records, and accounts to
fairly reflect CenturyTel's transactions and that CenturyTel maintain an
adequate system of internal accounting controls. Therefore, it cannot be
over-emphasized that our books and records should have the highest degree of
integrity. Employees should fulfill their responsibilities to ensure that
CenturyTel's books, records, and accounts are complete, accurate, and supported
by appropriate documents in auditable form. All vouchers, bills, invoices,
expense accounts, and other business records should be prepared with care and
complete candor. No false or misleading entries should be permitted for any
reason. Unrecorded or "off the books" funds or assets should not be maintained
unless permitted by applicable law or regulation. No payment is to be made for
purposes other than those described in the documents supporting the payment.
Records should always be retained or destroyed according to the Company's record
retention policies. You are expected to be familiar with the Company's record
retention policies, and strictly adhere to the procedures outlined therein. You
may obtain a copy of these policies by contacting the Records and Information
Management Department.

(o)  Honesty and Integrity in All Matters and Things

Unfortunately, there is no formula or set of rigid guidelines that can "define"
appropriate ethical and moral judgment in every situation which an employee
might face. Thus, CenturyTel must depend upon the good judgment and common sense
of each of its employees and their willingness to seek advice from others within
the Company when difficult or ambiguous situations arise.

Our absolute and unwavering expectation is that all of our directors, officers
and employees, regardless of position or responsibilities, will conduct
themselves and their affairs with honesty and integrity in all matters and
things. This not only means that falsification, misrepresentations and
untruthfulness will not be tolerated, but that we also cannot accept conduct,
statements, and "omissions" which are misleading or result in impressions or
conclusions which distort the larger reality. Of necessity, this also means that
we expect you to courteously and candidly cooperate in all Company-initiated
investigations or inquiries.

A violation of the law or compromise of the Company's principles of conduct can
result in serious disciplinary actions (including dismissal and criminal or
civil proceedings where appropriate). No director, officer or employee is exempt
from the principles, guidelines and policies expressed herein. The cooperation
of each and every person in the organization is required to ensure that
violations of these principles, guidelines or policies are called to the
attention of appropriate representatives of the Company. Furthermore, if we are
to hold ourselves to these high standards, we must also understand that the
Company's best interests are our best interests and that we are expected to
exercise good judgment, as well as ethical courage, in matters of reporting
violations covered in this policy.

Company policy allows the use of any lawful method of investigation which the
Company deems necessary to determine whether any person has engaged in any
conduct which interferes or adversely affects its business. This includes the
theft of any company property or any property of any employee or visitor. It
also includes suspicion of possession of drugs, alcohol, firearms, or anything
else that is prohibited or restricted on company property. All employees are
expected to participate in the Company's reasonable security efforts.


3.   POLICY STATEMENT ON INSIDER TRADING

Excerpts from the Company's Policy Statement on Insider Trading are reproduced
below:

(a)  Penalties for Insider Trading

The consequences of insider trading violations are extremely serious. For
individuals who trade on inside information or tip information to others, the
sanctions may include:

     (i)    a civil penalty of up to three times the profit gained or loss
            avoided;
     (ii)   a criminal fine (no matter how small the benefit) of up to
            $1 million; and
     (iii)  a jail term of up to ten years.

In addition, any director or supervisory employee who fails to take appropriate
steps to prevent illegal trading by another employee over whom he exercises
control could be sued for the greater of $1 million or three times the profit
gained or loss avoided as a result of the subordinate employee's violation.

In addition to the criminal and civil penalties, persons who buy from or sell to
a CenturyTel employee or who buy from or sell to persons who have been "tipped"
by a CenturyTel employee, have a civil cause of action for damages against the
trading or tipping employee. Moreover, as discussed further below, any violation
by an employee of CenturyTel's insider trading policies and procedures set forth
herein could result in Company-imposed sanctions, including dismissal for cause.

(b)  The Company's Policies and Procedures on Insider Trading

Prohibition against Trading on or Disclosing Material Nonpublic Information
---------------------------------------------------------------------------

If any employee is in possession of material nonpublic information relating to
CenturyTel, it is the Company's policy that neither that person nor any family
members or other person living in the employee's household may buy or sell
securities of the Company or engage in any other action to take advantage of, or
disclose to others, that information. Employees will be deemed responsible for
compliance by members of their household. This prohibition also applies to
material nonpublic information obtained in the course of employment that relates
to any other company that has publicly-traded stock. Transactions that may be
necessary or justifiable for independent reasons (such as the need to raise
money for an emergency expenditure) are no exception. Even the appearance of an
improper transaction must be avoided to preserve Century's reputation for
adhering to the highest standard of conduct.

Serious problems could be caused for CenturyTel by unauthorized disclosure of
internal information about CenturyTel or other companies with which it does
business, whether or not for the purpose of facilitating improper trading in
stock. Company personnel should not discuss internal Company matters or
developments with anyone outside the Company, except as required in the
performance of regular corporate duties. This prohibition against disclosing
nonpublic information to others will apply regardless of whether or not the
director or employee derives any monetary benefit therefrom.

Material Information
--------------------

Material information includes any information, whether positive or negative,
that a reasonable investor would consider important in a decision to buy, hold
or sell CenturyTel stock. Information is material even if it alone would not
determine the investor's decision; the fact that a reasonable investor would
want to know it in connection with his decision to buy, hold or sell securities
will suffice. Examples of material information include annual and quarterly
financial results, a significant change in earnings or earnings projections,
internal financial information that departs in any way from what the market
would expect (such as the potential payment of a special dividend, including a
stock split, or an increase in regular dividends), a potential merger or
acquisition, the acquisition or disposition of a significant amount of assets,
the initiation or settlement of a significant lawsuit, or a transaction that is
likely to significantly affect the financial condition or performance of
CenturyTel.

(c)  Policy on When Information is Public

Employees will be free to trade in CenturyTel stock whenever there is no
material nonpublic information concerning the Company. If any such person,
however, is in possession of any such information, he or she may not trade until
this information is disseminated to the investing public. Even when material
information has been publicly disclosed, CenturyTel employees must continue to
refrain from trading in CenturyTel stock until such information has been
adequately disseminated to the public and investors have been able to evaluate
it. Generally, information regarding relatively simple matters, such as earnings
results, will be deemed to have been adequately disseminated and absorbed by the
marketplace two business days after its release. When more complex matters such
as a prospective major acquisition or disposition are announced, it may be
necessary to allow additional time for information to be digested by the
investors. In such circumstances, employees desiring to trade CenturyTel stock
should consult with the Office of the General Counsel regarding a suitable
waiting period before trading.

Window Period
-------------

As a general guideline, CenturyTel employees should note that the most
appropriate time to trade in CenturyTel stock is during the twenty business day
period commencing on the third business day following the release of quarterly
or annual financial results. This period of time is frequently referred to as
the "window period." It is permissible to trade at other times (except as noted
below for directors and certain officers). However, you may not trade in
CenturyTel stock (whether during or outside of a window period) if you are in
possession of material, non-public information.

Additional Prohibited Transactions for All Employees
----------------------------------------------------

Because CenturyTel believes it is improper and inappropriate for any employees
to engage in short-term or speculative transactions involving CenturyTel stock,
it is the Company's policy that employees should not engage in any of the
following activities with respect to CenturyTel stock:

     (i)   purchases or sales of short-term options (that is, options with
           expiration periods of less than six months) with respect to
           CenturyTel stock; or

     (ii)  sales of CenturyTel stock not owned or not delivered within 20
           days of the sale, i.e. "short sales."

(d)  Sanctions for Violations of Policy Statement

CenturyTel will expect the strictest compliance with the terms of this Policy
Statement by all personnel at every level. Failure to observe these procedures
may result in serious legal problems for you, as well as the Company. A failure
to follow the letter and spirit of this Policy Statement will be considered a
matter of grave concern and Company-imposed sanctions, including dismissal for
cause, could result.

It should be remembered that if an employee's transactions in CenturyTel stock
become the subject of scrutiny the transactions would be viewed after the fact
with the benefit of hindsight. As a result, before engaging in any transaction
an employee should carefully consider how regulators and others might view the
transaction in hindsight. Any employee who has any questions about specific
transactions or this Policy Statement in general may obtain additional guidance
from the Office of the General Counsel; telephone (318) 388-9000 or Email
harvey.perry@centurytel.com. Remember, however, the ultimate responsibility for
adhering to this Policy Statement and avoiding improper transactions rests with
you. In this regard, it is imperative that you use your best judgment.

                                    * * * * *

The Company's Policy Statement on Insider Trading imposes additional trading
restrictions on directors and certain officers. For a complete copy of this
policy, please contact the General Counsel's office.

4.   DISCLOSURE POLICY

CenturyTel is committed to providing timely, accurate and complete information
to the investment community consistent with all applicable legal and regulatory
requirements. To assist in this process, CenturyTel's Board of Directors has
adopted a Disclosure Policy. The Disclosure Policy provides that the Chief
Executive Officer ("CEO"), the Chief Financial Officer ("CFO"), in conjunction
with others, will be primarily responsible for determining when material
developments justify public disclosure, and will be the primary spokespersons
for the Company. The CEO and CFO may from time to time designate other officers
or employees to speak on behalf of the Company or to respond to specific
inquiries from the investment community or the media. Employees, other than the
authorized spokespersons, should not respond to inquiries from the investment
community or the media without specific authority to do so from an authorized
spokesperson specified above.

For a complete copy of CenturyTel's Disclosure Policy, please contact the
General Counsel's office.

CenturyTel has also adopted Disclosure Controls and Procedures that are intended
to, among other things, enhance the accuracy and completeness of the Company's
reports under the Securities Exchange Act. For a copy of these procedures,
please contact the General Counsel's office

5.   POLICY ON CONFIDENTIALITY

CenturyTel requires employees to respect the confidentiality of any and all
customer and supplier information obtained in the course of business, except
when disclosure is authorized by the General Counsel's office or required by
laws or regulations. Employees are prohibited from disclosing information
obtained from our customers and suppliers and shall not engage in any conduct in
the non-exclusive list set forth below:

1.   Employees must not disclose the contents, or any part thereof, of any
     letter, telephone, or Fax message addressed to another person without the
     permission of such person, or willfully alter the purport or effect or
     meaning of any such message to the injury of another.

2.   Employees must not use for any unauthorized purpose any information
     derived by them from any private message passing through their hands and
     addressed to another person, or acquired in any other manner by them as
     employees of the Company.

3.   Employees must not permit any unauthorized person to listen to any
     telephone conversation. Employees must not monitor any connection beyond
     the requirements for its proper supervision.

4.   Employees must not divulge the existence or the nature of any message,
     except as required for the proper handling thereof.

5.   Employees must not discuss communication arrangements made between the
     Company and its customers, except as required for the proper handling
     thereof.

6.   Employees must not give any unauthorized person any information whatever
     regarding the location of equipment, trunks, circuits, cables, or similar
     equipment, or regarding local or toll ticket records of calls, telegraph
     messages, or similar communications.

7.   Employees must not disclose any proprietary information concerning a
     customer's business, operations, costs, plans, trade secrets or other
     confidential matters. See "Policy Statement on Insider Trading" for
     related information.

8.   Employees must not disclose to unauthorized persons information gathered
     in response to a lawful request by an administrative or governmental
     agency.

The secrecy of communications is protected by laws that impose civil and
criminal penalties for violations. See the section below entitled "Compliance
with Law - Unauthorized Publication or Use of Communications."

As discussed further in Section 2 above, all confidential business information
relating to CenturyTel should be used solely for company business and should not
be provided to unauthorized persons or used for the purpose of furthering the
private financial or other interests of any employee or his family, friends, or
others with whom he comes in contact.

The obligations to preserve confidential information continues even after
employment ends.

6.   COMPETITION AND FAIR DEALING

We expect to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. Each
employee should endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, competitors and employees. No employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
intentional unfair-dealing practice.

7.   COMPANY COMMUNICATIONS

(a)  Statement of Philosophy

All computer equipment, files, data, programs and capabilities (including
e-mail), and all telephones and related equipment and records (including voice
mail) are the property of the Company. Computer files, e-mail messages, voice
mail messages, group-ware messages and other recordings of electronic
communications, including all back-up disks, tapes and the like ("Electronic
Records"), are considered Company records.

The primary purpose of electronic communications is to facilitate the timely and
efficient conduct of business, and further to encourage and facilitate the free
exchange of business-related communications and ideas.

This policy is applicable to all employees of CenturyTel and its wholly owned
domestic subsidiaries, as well as all consultants, contractors or other persons
who may utilize the Company's computers or other electronic communications
media. References in this policy to the Information Services ("IS") Department
shall mean the IS staff which have day to day information services management
responsibility for the particular CenturyTel subsidiary, business unit or staff
function, as well as any contractors or consultants authorized by such persons.

(b)  Electronic Communications - General Principles

o    The Company owns all Electronic Records, and reserves the right to
     review, audit, intercept, access and disclose to others all electronic
     communications and Electronic Records at any time, with or without
     employee notice. To ensure compliance with this Policy, the Company's IS
     Department may designate certain Company personnel to audit the
     operation, utilization or content of the Company's communications
     resources, computer resources and Electronic Records. As a result,
     employees should not expect or assume personal privacy with respect to
     any electronic communications or Electronic Records.

o    Although Electronic Records are not private, all employees should respect
     the confidentiality of electronic communications or Electronic Records.
     Accordingly, no employee may review, audit, intercept, access or disclose
     any electronic communications or Electronic Records without authorization
     from the author, the intended recipient or an executive officer of the
     Company.

o    All Electronic Records, including e-mail, voice mail messages, and
     group-ware communications, are routinely backed up or otherwise saved so
     that data can later be restored. This means that computer and telephone
     records and messages are not destroyed even though they may have been
     "deleted" or "erased" by the user, but will instead be preserved in
     accordance with the Company's record retention policies.

o    For purposes of lawsuits, Electronic Records, including e-mail, voice
     mail messages, and group-ware communi- cations are accorded the same
     treatment as paper documents; that is, they could be treated as evidence
     in lawsuits involving the Company.

o    Accordingly, employees should use discretion and good judgment in
     creating Electronic Records. All Electronic Records should be created
     with the same care and consideration as a paper report or memorandum.

(c)  Company E-mail

o    E-mail is an important part of the Company's business communications. All
     employees are responsible for adhering to the standards set forth in this
     Policy when e-mail is created, sent, forwarded or saved. The failure to
     do so can put both the Company and the individual at risk for legal
     liabilities, embarrassment or other problems.

o    Employees should compose e-mail messages with the same care and
     discretion that they would use for Company memoranda, reports, and
     letters presented in paper form. All messages should be composed with the
     expectation that they could be made public. Appropriate uses of internal
     e-mail include routine scheduling, exchanges of basic information, and
     updates. E-mail is generally not a suitable format for discussion of
     extremely sensitive or highly confidential information. Instead,
     sensitive and confidential matters should be handled through in-person
     meetings and formal memoranda and reports, where there is more
     opportunity for dialogue, analysis and necessary clarifications.

o    E-mail communications should be businesslike, courteous and civil. Use of
     the e-mail system or any other Company-owned medium of communication to
     transmit obscene or pornographic material or derogatory or discriminatory
     statements of any kind about co-workers, customers, or competitors,
     including but not limited to those based on age, gender, physical
     attributes, sexual orientation, race, color, creed, citizenship status,
     national origin, religion, mental or physical disability or veteran
     status or any other status protected under applicable local, state or
     federal nondiscrimination law is strictly prohibited.

o    To avoid the excessive expense of tracking, storing, administering and
     retrieving e-mail, the Company will periodically purge all e-mail from
     the Company's computer systems and backup tapes in accordance with the
     Company's record retention schedule. (Please refer to the Company's
     current Records Retention Policy for the retention/destruction schedule
     of e-mail.) Any e-mail that contains information which needs to be
     preserved for a significant period of time should be modified and stored
     in another, more permanent format.

o    Employees may not install any e-mail system except as specifically
     authorized by the IS Department.

o    The Company's e-mail system may not be used to solicit or proselytize for
     commercial ventures, non-profit organizations, religious or political
     causes, or other purposes unrelated to Company business, except in regard
     to Company sponsored programs or such other activity as may be approved
     in advance by the Company's executive officers.

o    In some instances, Company employees may be connected to the Company's
     e-mail system through the Internet. Such employees must be aware of and
     adhere to the Internet policies described below.

(d)  Use of Company Computers

o    Generally, copyright laws provide that anyone who purchases a copy of
     software has the right to load that software onto a single computer and
     make another copy for archival purposes only. In some cases, a software
     license may also authorize a copy for other limited uses. Violation of
     software copyright laws can result in significant civil and criminal
     penalties, and trade organizations have become much more aggressive about
     enforcement of the law. As such, employees may acquire, use, copy and
     distribute software only in accordance with the policies and procedures
     of the IS Department and any applicable software license.

o    Employees may not use encryption capabilities for purposes of internal
     communications unless approved by the IS Department.

o    The Company's computer system, including hardware, software and
     accessories, is Company property to be used for business purposes.

(e)  Software Copying and Other Types of Unlawful Copying

U.S. and International copyright laws prohibit the copying, distribution, use,
and display of a copyrighted work without the prior permission of the copyright
owner. These restrictions apply to software as well as written material and
extend to the making of derivative works or compilation of any copyrighted
material. Violations can result in civil and criminal penalties for the Company
and its employees. To ensure compliance, address any concerns to the IS
Department or Legal Department.

Neither the Company nor its employees should make or use unauthorized copies of
computer software programs in violation of U.S. copyright laws or the relevant
software license agreement.

(f)  Internet and Other External Electronic Communications

o    The Internet and other external electronic communications are not secure.
     Any message sent over the Internet, even if addressed to only one
     specific address, may potentially be intercepted and read by anyone.
     Also, Internet communications are not anonymous. Each message will
     generally contain information that will identify the source of the
     message by employee and company name.

o    Accordingly, employees should avoid communicating extremely confidential,
     proprietary or sensitive information via the Internet or other comparable
     electronic communications media.

Internet communications, as well as other comparable communications media,
should not be used for business purposes.

8.   POLICY STATEMENT EQUAL EMPLOYMENT OPPORTUNITY

The Company's Policy Statement on Equal Employment Opportunity is reproduced in
full below:

It is the policy of CenturyTel to employ qualified personnel and to provide
equal employment opportunity for all applicants and employees. This policy
applies to recruitment, hiring, training, promotion and other terms and
conditions of employment. It will be administered without regard to race, color,
religion, creed, national origin, age or sex; mental or physical disability
(except where disability is a bona fide occupational disqualification); marital
status, change in marital status, parenthood, pregnancy, or family relationship;
status as a disabled veteran, or a veteran of the Vietnam Era; or any other
impermissible characteristic as defined by federal or state law.

Accordingly, all employment decisions shall be consistent with these principles.
Selection decisions will rely on valid qualifications. Other personnel actions
or programs such as, but not limited to, compensation, benefits, transfers,
layoffs, returns from layoff, company sponsored training, education, tuition
assistance, social, and recreational programs, will be administered in a
nondiscriminatory manner.

An employee who believes that he or she (or a coworker) may not have been
provided equal employment opportunity or may have been the subject of unlawful
discrimination or believes he or she may have witnessed some violation of this
policy, should promptly report the facts to his or her supervisor. An employee
who is not comfortable discussing the matter with his or her supervisor may
report it directly to the manager/department head, Human Resources Manager or
Corporate Employee Relations at (360) 905-5943. Human Resources will ensure that
all claims are investigated promptly and that appropriate corrective action is
taken. Any supervisor or employee, who after appropriate investigation, is found
to have engaged in unlawful discrimination, will be subject to appropriate
sanctions, which may, depending upon the circumstances, include termination.

Employees who report possible incidents of unlawful discrimination or Equal
Employment Opportunity violations will be treated courteously and all such
reports will be swiftly and thoroughly investigated in as confidential a manner
as is possible under the circumstances. No employee will be discriminated or
retaliated against in any way for bringing a question or complaint to the
Company's attention.

CenturyTel is committed to a policy of equal employment opportunity. The Company
believes that such a policy is a proper concern of business and we encourage
each employee to sincerely support this policy. For further information, you may
contact Employee Relations at (360) 905-5943.

9.   OUR POLICY ON UNLAWFUL DISCRIMINATION AND HARASSMENT

The Company's Policy on Unlawful Discrimination and Harassment is reproduced in
full below:

Our Commitment
--------------

We are committed to providing equal employment opportunities to all persons
regardless of race, color, religion, ancestry, sex, national origin, marital or
veteran status, physical or mental disability, on-the-job injuries, age, or any
other legally protected status, unless it is a bona fide occupational
requirement reasonably necessary to the operation of our business. We are also
absolutely committed to providing a work environment that is free of ALL forms
of unlawful harassment. We will not tolerate the harassment of our employees by
anyone -- supervisors, co-workers, customers, or vendors. It is each employee's
responsibility to eliminate all forms of prohibited harassment. It is every
supervisor's responsibility to prevent such behavior from occurring within his
or her work jurisdiction and provide a work environment free from harassment.

Sexual Harassment
-----------------

Sexual harassment consists of unwelcome sexual advances, requests for sexual
favors, and other verbal or physical conduct of a sexual nature if (1)
submission to the conduct is in any way made a term or condition of employment;
(2) submission to (or rejection of) the conduct is used as the basis for any
employment-related decisions; or (3) the conduct has the purpose or effect of
unreasonably interfering with an individual's work performance or creating an
intimidating, hostile or offensive work environment. This means no sexual or
sexist language, jokes or innuendo; nude, profane, or obscene cartoons, drawings
or photographs; whistling or cat-calling; staring or leering; pinching, patting,
inappropriate touching, unwelcome hugging or kissing; etc.; or other conduct
that might create or contribute to a hostile or offensive working atmosphere.

Other Forms of Unlawful Harassment
----------------------------------

We want to maintain a working environment free from all forms of unlawful
harassment, whether based upon race, color, religion, ancestry, national origin,
age, marital or veteran status, physical or mental disabilities, on-the-job
injuries, sex, or any other legally protected characteristic or status. This
means no "ethnic jokes"; religious slurs; use of offensive "slang" or derogatory
terms or slurs denoting race, age, national origin, disability, etc.; mimicking
one's speech, accent or disability; derogatory comments regarding protected
statuses or characteristics; or other conduct that might create or contribute to
a hostile or offensive working atmosphere.

Reporting Unlawful Discrimination or Harassment
-----------------------------------------------

If you believe that you have been harassed, witness or suspect any violation of
this policy, you may report the matter to your supervisor, manager or to the
next level of management. If you are uncomfortable doing so at those levels,
regardless of the reason, you should report it directly to the Manager of Human
Resources. No employee will be discriminated or retaliated against in any way
for bringing a question or complaint to our attention or for bypassing the chain
of command.

All employees, supervisors and managers are required to support both the letter
and spirit of this policy. The Human Resources Department is responsible for
ensuring that all complaints are promptly and thoroughly investigated in as
confidential a manner as is possible under the circumstances. (If the matter
includes employees within the Human Resources Department, the investigation will
be performed by the Legal Department.) Appropriate corrective action will be
taken, up to and including termination, when violations have occurred. For
further information, or to report any problems or complaints relating to
discrimination or harassment, contact your Manager, Human Resource Department.

(10) APPLICABILITY OF OTHER COMPANY POLICIES

Employees should note that this handbook does not set forth all of the policies
or guidelines governing your employment relationship with CenturyTel or the
particular region, division, group or business unit for which you work. Please
consult CenturyTel's Employee Handbook, CenturyTel's Intranet site or with your
supervisor for information on such other policies and guidelines.

(11) COMPLIANCE WITH LAW

CenturyTel has a policy of strict compliance with all laws that are applicable
to our business, wherever conducted. Compliance with the law means not only
observing the law, but conducting our business affairs so that we will deserve
and receive recognition as a law-abiding organization. No employee should assume
that CenturyTel's interest ever requires some other course of conduct. Moreover,
no individual within CenturyTel has authority to give any order or direction
that would result in a violation of this policy. Following are brief
descriptions of a few of the federal statutes that may significantly affect
CenturyTel's operations. This list is not intended to be exclusive, as there
exist many other federal statutes that may affect CenturyTel's operations. As
many of these statutes are complex and difficult to interpret, employees should
take the initiative to consult the responsible manager or officer, or the Legal
Department, when the proper course of action is in doubt.

(a)  Clean Water Act; Resource Conservation and Recovery Act; Toxic Substances
     Control Act; Comprehensive Environmental Response, Compensation and
     Liability Act.

Federal environmental statutes govern the storage, transportation, release and
disposal of hazardous and toxic substances (such as gasoline, asbestos, lead,
sulfuric acid, cadmium and materials found in certain vacuum tubes and
capacitors) and impose certain record keeping and reporting requirements in
connection with such hazardous and toxic substances.

In addition, Department of Transportation regulations require that certain
emergency response information be provided at the time hazardous material is
shipped, that the material be properly classified, documented, packaged and
labeled, and that the material be in the proper condition for shipment. Many
substances are included within the definition of "hazardous materials," such as
paints (including aerosol paints), corrosives, compressed or liquefied gases,
dyes, disinfectants, insecticides, poisons, refrigerants, flammable materials
and explosives.

(b)  Occupational Safety and Health Act

This statute provides criminal penalties for: willful violations that result in
the death of an employee; giving advance notice of an inspection conducted
pursuant to the statute; and knowingly making a false statement, representation
or certification in connection with records or reports required under the
statute. The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.

(c)  Sherman Act; Clayton Act; Robinson-Patman Act

In broad terms, these federal antitrust statutes prohibit the following:

1.   Agreements, associations or conspiracies between two or more companies
     that unreasonably restrain interstate or foreign trade or commerce;

2.   The monopolization or attempted monopolization of any market for a
     particular product or service, except in certain circumstances; and

3 .  Price discrimination in the sale of goods (such as telephone equipment)
     purchased for resale.

Certain activities are considered violations of the antitrust laws whether or
not there exists a business reason for such activity. These include:

1.   Price fixing, which includes agreements among competitors that fix key
     terms of an agreement that affect price;

2.   Customer and territorial allocation, such as agreements among companies
     that they will not compete as to certain business; and

3.   Agreements among companies to refuse to deal with particular customers or
     suppliers.

It must be emphasized that the laws regarding granting price and promotional
allowances to some but not other customers is complex. Please take extra care in
this area, consult with your supervisors and refer all legal questions that you
may have to the Legal Department.

(d)  Procurement Integrity

Generally, these laws prohibit the following in connection with any federal
agency procurement of property or services:

1.   Making any offer of future employment or business opportunity to, or
     discussing such matters with, a procurement official of the agency;

2.   Giving or offering any money or thing of value to a procurement official
     of the agency; and

3.   Soliciting or obtaining from the agency, prior to the award of a
     contract, any proprietary or source selection information regarding such
     contract.

(e)  False Statements or Entries

These laws prohibit the making of any false, fictitious or fraudulent
statements, representations or entries, or the use of any writing or document
containing any such statements, representations or entries, in connection with
any matter within the jurisdiction of any department or agency of the United
States.

(f)  Unauthorized Publication or Use of Communications

These laws prohibit the disclosure of the existence, contents, effect or meaning
of any wire or radio communication to any person other than the addressee,
except under certain statutorily defined circumstances. Fines of as much as
$10,000 and imprisonment for as long as five years and in some instances longer
may be imposed for breaking these laws.

(g)  Records and Reports on Monetary Instruments Transactions

These laws require the filing of a report when monetary instruments of more than
$10,000 are transported at one time into or out of the United States.

(h)  Willful Failure to File Return, Supply Information or Pay Tax

In addition to other proscribed actions, applicable tax statutes make it a crime
to fail to keep any records or make any returns required by the Internal Revenue
Code (including returns relating to receipt of more than $10,000 in cash in a
single transaction or related transactions), or to structure a transaction so as
to avoid such reporting requirements.

(i)  Securities Act of 1933; Securities Exchange Act of 1934

The federal securities laws regulate the issuance and sale of securities
(stocks, bonds, notes, investment contracts, etc.), prohibit fraudulent or
deceptive practices in the offer or sale of securities and impose disclosure and
other requirements on publicly-held corporations. Also prohibited is "insider
trading" -- purchases or sales by persons who have access to information that is
not available to the public. For additional information, see above Sections 3
and 4, "Policy Statement on Insider Trading" and "Disclosure Policy".

(j)  Foreign Corrupt Practices Act

This statute, generally speaking, prohibits bribes or other "corrupt" payments
by a U.S. company to a foreign official who exercises discretionary
decision-making authority for the purpose of obtaining or retaining business.

(k)  Government Inquiries

It is the Company's policy to cooperate with governmental authorities in the
proper performance of their functions in conducting investigations of our
Company or other companies, or in gathering information in preparation for
making a decision as to whether to conduct such an investigation. However, it is
important that all such matters be properly coordinated within the Company and
that all inquiries or investigations from the government be handled in an
orderly manner.

Therefore, if a representative of the Department of Justice, the Federal Trade
Commission, a member of the FBI, or any representative of any other government
agency requests an interview with any Company personnel, seeks data or copies of
documents, or seeks access to files, he should be told that the Company will
cooperate, but the matter must first be referred to the Legal Department (unless
the matter is a routine tax audit, OSHA inspection, employment law review or any
other similar routine matter of which the Legal Department is already aware).
This procedure should be followed whether the request is by letter or oral. It
is not necessary to get the government's request in writing. All requests,
written or oral, must be reported to the General Counsel by telephone
immediately. The Legal Department will then provide advice as to further action.

12.  WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of any of the above-described policies, principles or guidelines
relating to business conduct and ethics for executive officers or directors may
be made only by the Board of Directors or an authorized Board committee, and
will be promptly disclosed as required by law or stock exchange regulation.

13.  ACCOUNTING COMPLAINT PROCEDURES

Any person who has any concerns, complaints or questions about the Company's
accounting, internal accounting controls or auditing may contact the Audit
Committee of the Board of Directors by sending a letter to the Chairman of the
Audit Committee, c/o Post Office Box 4364, Monroe, Louisiana 71211. Employees
may send any such letter on an anonymous basis, and may request that their
letter be handled on a confidential basis. Copies of all such letters will be
retained for a five-year period.

14.  INQUIRIES REGARDING ALL OTHER POSSIBLE COMPLIANCE PROGRAM VIOLATIONS

For any concern, complaint or question not covered by Section 13, please note
that the Vice President of Employee & Labor Relations serves as the Corporate
Compliance Officer (CCO) and supervises the confidential investigation of
alleged Compliance Program violations. If you have a good faith belief that a
violation of laws, company policies or business ethics has occurred, you may
arrange a personal meeting or teleconference with the Corporate Compliance
Officer.

If you prefer, you may make an oral telephone report by calling (360) 905-6861,
a private, confidential extension maintained for this purpose, you may send a
letter to the Corporate Compliance Officer or you may also seek guidance from
your supervisor or manager. You may make or send any such report or seek any
such guidance on an anonymous basis. If follow up investigations are necessary,
they will be handled confidentially to the maximum extent possible.

It is recognized that an employee who encounters a violation or possible
violation of laws, policies or ethics by another employee is in a sensitive
situation. However, an employee who reports such information in good faith will
not be penalized or suffer reprisals of any form as a result.

For additional information regarding how CenturyTel responds to alleged policy
violations and otherwise administers its corporate compliance program, please
consult the Corporate Compliance Program Procedures, copies of which may be
obtained from your supervisor, the Corporate Compliance Officer or on the
Company's intranet site.


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                             EMPLOYEE ACKNOWLEDGMENT

                          CORPORATE COMPLIANCE PROGRAM
                                    HANDBOOK



I have received the March 2003 information relating to CenturyTel's Corporate
Compliance Program, Equal Employment Opportunity, and Policy on Unlawful
Discrimination and Harassment.






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Employee Name (please print)




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Company/Division                Social  Security Number



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Employee Signature              Date


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