Exhibit 10(B)
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