<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>6
<FILENAME>exhibit33d.txt
<DESCRIPTION>EXHIBIT 3.3(D)
<TEXT>
                                                                  Exhibit 3.3(d)
                                CENTURYTEL, INC.
                                ----------------

               CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE
                       COMMITTEE OF THE BOARD OF DIRECTORS
                     (as amended through February 25, 2004)
                                ----------------

I.       PURPOSE

         The Nominating and Corporate Governance Committee is appointed by the
Board principally to (1) assist the Board by identifying individuals qualified
to serve as directors and officers of the Company, and to recommend to the Board
nominees for such positions, (2) monitor the composition of the Board and its
committees, (3) recommend to the Board a set of corporate governance guidelines
applicable to the Company and (4) lead the Board in its annual review of the
Board's performance.

II.      COMPOSITION

         The Committee shall consist of at least three directors, each of whom
will be appointed and replaced by the Board in accordance with the Company's
bylaws. Each member of the Committee shall meet the independence requirements of
the New York Stock Exchange. The Committee's chairperson shall be designated by
the Board. The Committee may form and delegate authority to subcommittees when
appropriate.

III.     MEETINGS

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

IV.      AUTHORITY AND RESPONSIBILITIES

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

        1.    The Committee shall lead the search for individuals qualified to
serve as directors, and to recommend to the Board a slate of directors to be
elected annually by the shareholders. In connection therewith, the Committee (i)
shall consider candidates submitted by shareholders in accordance with the
Company's bylaws, (ii) shall monitor the performance and contributions of
incumbent directors and (iii) may, to the extent it deems necessary or
appropriate, develop and recommend to the Board specific criteria for selecting
director nominees. The Committee shall also recommend to the Board a slate of
officers to be elected annually by the Board and individuals to fill vacancies
as the need arises.

        2.    The Committee shall monitor the operation of the Board's
committees. In connection therewith, the Committee (i) shall recommend to the
Board a slate of directors to be elected annually to serve as committee members
and directors to fill committee vacancies as needed and (ii) may recommend to
the Board changes in committee structure and operations, including the creation
and elimination of committees.

        3.    The Committee shall, no less than annually, review and reassess
the adequacy of the corporate governance guidelines applicable to the Company
and recommend any proposed changes to the Board for approval.

        4.    The Committee shall receive comments from all directors and
report annually to the Board with an assessment of the Board's performance, to
be discussed with the full Board.

        5.    The Committee may make recommendations to the Board concerning
the size and composition of the Board, the term of membership of directors, and
the frequency, content and structure of Board meetings.

        6.    The Committee shall review and oversee any director orientation
or continuing director education programs established by the Company.

        7.    The Committee shall conduct an annual review of the CEO's
performance, and report its findings to the Board. The Committee shall also
periodically report to the Board on succession planning for the senior executive
officers.

        8.    The Committee shall review annually director compensation and
benefits (except that the Compensation Committee shall administer the Company's
director stock option plans).

        9.    The Committee shall make regular reports to the Board.

        10.   The Committee shall have the sole authority to retain and
terminate any search firm to be used to identify director or officer candidates
and may, to the extent it deems necessary or appropriate, retain independent
legal, financial or other advisors. The Committee shall approve related fees and
other retention terms.

        11.   The Committee shall also discharge any additional functions that
may be delegated or assigned to it by the Board from time to time, including (i)
considering questions of conflict of interest of directors or executive
officers, (ii) reviewing the functions and responsibilities of the senior
officers and (iii) considering significant corporate governance issues or
shareholder relations issues that may arise from time to time.

        12.   The Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board for approval.
The Committee shall annually review its own performance.

                               * * * * * * * * * *

------------------

o      Originally adopted and approved by the Committee and the Board on
       January 30, 2003 and February 25, 2003, respectively.

o      Sections II and IV amended by the Committee and the Board on February
       19, 2004 and February 25, 2004, respectively.



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</DOCUMENT>
