Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 25, 2009, Steven A. Davis voluntarily tendered his resignation from the Board of CenturyTel, Inc., effective September 30, 2009. A press release announcing his resignation is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01. Other Events.

On August 24, 2009, the Board (i) adopted changes to its Corporate Governance Guidelines, revising the standards for assessing director independence, and (ii) affirmatively determined that each of its non-employee directors qualified as an independent director under such guidelines. A copy of the guidelines, as amended, is attached as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) The exhibits to this current report on Form 8-K are listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.