MERGER AGREEMENT



         THIS AGREEMENT made this 18th day of September, 2001, by and between:



         CENTURYTEL, INC., represented herein by R. Stewart Ewing, Jr.,Executive

         Vice President and Chief Financial Officer ("CenturyTel"), as sponsor

         of the CenturyTel, Inc. Stock Bonus Plan and PAYSOP ("Stock Bonus Plan

         and PAYSOP") and the CenturyTel, Inc. Employee Stock Ownership Plan

         ("ESOP");



         REGIONS BANK OF LOUISIANA, represented herein by Lisa K. McGivney

         ("Regions Bank"), as Trustee of the CenturyTel, Inc. Stock Bonus and

         PAYSOP Trust ("Stock Bonus and PAYSOP Trust") and the CenturyTel, Inc.

         Employee Stock Ownership Trust ("ESOP Trust");



         WHEREAS, CenturyTel currently maintains the Stock Bonus Plan and

PAYSOP, and the ESOP;



         WHEREAS, CenturyTel has determined to merge the Stock Bonus Plan and

PAYSOP into the ESOP;



         WHEREAS, in connection with the merger, 100% of the account balances of

participants in the Stock Bonus Plan and PAYSOP shall be transferred to the

ESOP; and



         WHEREAS, the merger and the transfers are to be effective September 18,

2001;



         NOW, THEREFORE, the parties agree as follows:



         1.       The Stock Bonus Plan and PAYSOP, and the ESOP, are hereby

                  merged, and the account balances of participants in the Stock

                  Bonus Plan and PAYSOP are hereby transferred to the ESOP,

                  effective as of September 18, 2001;



         2.       The merger and transfer shall be made in accordance with the

                  "merger" requirements of Treasury Regulations 1.414(l)-1 et.

                  seq., including the following:



                  (a)      The sum of the fair market value of the account

                           balances in the Stock Bonus Plan and PAYSOP and the

                           fair market value of the account balances in the

                           ESOP, shall equal the fair market value (determined

                           as of the date of the merger) of the entire plan

                           assets;





                  (b)      The assets of the Stock Bonus Plan and PAYSOP are to

                           be combined with the assets of the ESOP to form the

                           assets of the ESOP as merged; provided, however, that

                           (1) the assets of the Stock Bonus Plan and PAYSOP and

                           the assets of the ESOP shall continue to be held in

                           the Stock Bonus and PAYSOP Trust and the ESOP Trust

                           as provided in paragraph 3 below, and (2) the assets

                           of both the Stock Bonus and PAYSOP Trust and the ESOP

                           Trust will be available to pay benefits under the

                           ESOP as merged; and

                  (c)      Immediately after the merger, the account balances of

                           participants in the resulting plan shall equal the

                           sum of the account balances of participants in both

                           the Stock Bonus Plan and PAYSOP, and the ESOP, before

                           the merger and transfer.



         3.       Contemporaneous herewith, the ESOP shall be amended to

                  provide as follows:

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC