Underwriting Agreement

Banc of America Securities LLC

Barclays Capital Inc.

J.P. Morgan Securities Inc.

Wells Fargo Securities, LLC

Mitsubishi UFJ Securities (USA), Inc.

Morgan Stanley & Co. Incorporated

SunTrust Robinson Humphrey, Inc.

Deutsche Bank Securities Inc.

Morgan Keegan & Company, Inc.

U.S. Bancorp Investments, Inc.

Ladies and Gentlemen:

Reference is made to the Underwriting Agreement, dated September 14, 2009 (the “ Underwriting Agreement ”), between CenturyTel, Inc., a Louisiana corporation (the “ Company ”), and the several Underwriters named in Schedule I thereto (the “ Underwriters ”).  The Underwriting Agreement provides for the sale to the Underwriters, and the purchase by the Underwriters, severally and not jointly, from the Company, subject to the terms and conditions set forth therein, of $400,000,000 aggregate principal amount of the Company’s 7.60% Senior Notes, Series P, due 2039 (the “ Series P Notes ”) and $250,000,000 aggregate principal amount of the Company’s 6.15% Senior Notes, Series Q, due 2019 (the “ Series Q Notes ” and, together with the Series P Notes, the “ Securities ”) to be issued pursuant to an Indenture dated as of March 31, 1994 between the Company and Regions Bank (successor-in-interest to First American Bank & Trust of Louisiana and Regions Bank of Louisiana), as trustee, as supplemented to the date hereof, and as will be supplemented by the Fifth Supplemental Indenture dated as of September 21, 2009 related