Exhibit 10(B)
MERGER AGREEMENT
THIS AGREEMENT made this 18th day of September, 2001, by and between:
CENTURYTEL, INC., represented herein by R. Xxxxxxx Xxxxx, Xx.,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 Xxxx X. XxXxxxxx
("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:
(a) Stock Bonus Accounts and PAYSOP Tax Credit Accounts
of participants in the Stock Bonus Plan and PAYSOP
shall continue to be maintained in the ESOP after the
merger.
(b) The PAYSOP provisions contained in the Stock Bonus
Plan and PAYSOP shall be incorporated into the ESOP
and shall apply to PAYSOP Tax Credit Accounts in the
ESOP.
(c) Except to the extent inconsistent with the PAYSOP
provisions or other applicable law, all provisions of
the ESOP shall apply to Stock Bonus Accounts and
PAYSOP Tax Credit Accounts in the ESOP.
(d) Provisions in the plans relating to voting of shares
and tendering of shares shall continue to apply to
accounts in the same manner as provided in the plans
prior to the merger.
(e) Provisions in the ESOP for diversification of
accounts under Code Section 401(a)(28) shall apply to
ESOP Accounts, Stock Bonus Accounts and PAYSOP Tax
Credit Accounts under the ESOP as merged.
(f) Contributions to the Stock Bonus Plan and PAYSOP for
the 2001 Plan Year, and earnings on accounts of
participants in the Stock Bonus Plan and PAYSOP,
shall be carried forward into the ESOP as merged, and
allocated to Stock Bonus Accounts and PAYSOP Tax
Credit Accounts, as applicable, as of the end of the
2001 plan year for the ESOP as merged.
The ESOP, the ESOP Trust, and the Stock Bonus and PAYSOP Trust
shall be deemed to be amended by this Merger Agreement until
such time as amendments to effectuate the foregoing are
adopted by CenturyTel.
4. The following shall apply to assets in the Stock Bonus and
PAYSOP Trust and the ESOP Trust after the merger of the Plans:
(a) Assets in both trusts shall be available to pay
benefits to participants, former participants and
beneficiaries under the ESOP as merged.
(b) All features, rights, and privileges (including
voting rights) of the CenturyTel stock held in the
Trusts prior to the merger of the Plans shall
continue unchanged and will continue to apply to such
stock after the merger.
5. Effective September 18, 2001, the Stock Bonus Plan and PAYSOP
is hereby amended and restated to read identically to the
ESOP, as amended in accordance with paragraph 3 above, and as
of such date the separate existence of the Stock Bonus Plan
and PAYSOP shall cease. The merger and transfer is intended
to be a continuation of the Stock Bonus Plan and PAYSOP, as
merged into the ESOP, and is not intended to be a termination
or partial termination of the Stock Bonus Plan and PAYSOP.
All benefits, rights and features provided under the Stock
Bonus Plan and PAYSOP that are protected by Internal Revenue
Code Section 411(d)(6) shall be preserved in the ESOP as
merged.
If any of the terms of the Stock Bonus Plan and PAYSOP, the ESOP, the
Stock Bonus and PAYSOP Trust, or the ESOP Trust, are inconsistent with the terms
of this Merger Agreement, they are hereby amended by this Merger Agreement.
And now appears Regions Bank, as trustee for the Stock Bonus and PAYSOP
Trust, and as trustee for the ESOP Trust, for the purpose of acknowledging and
accepting the terms of this Merger Agreement.
THUS DONE AND SIGNED on the date first above mentioned.
CENTURYTEL, INC., AS SPONSOR OF THE CENTURYTEL,
INC. STOCK BONUS PLAN AND PAYSOP AND THE
CENTURYTEL, INC., EMPLOYEE STOCK OWNERSHIP PLAN
BY: /s/ R. Xxxxxxx Xxxxx, Xx.
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R. Xxxxxxx Xxxxx, Xx., Executive
Vice President and
Chief Financial Officer
REGIONS BANK OF LOUISIANA, AS TRUSTEE OF THE
CENTURYTEL, INC. STOCK BONUS AND PAYSOP TRUST
AND THE CENTURYTEL, INC. EMPLOYEE STOCK
OWNERSHIP TRUST
BY: /s/ Xxxx X. XxXxxxxx
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Name: Xxxx X. XxXxxxxx
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Title: Senior Vice President
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