SNET MANAGEMENT PENSION PLAN

                                        

                                        

                                        

                                        

                                        

                     Effective October, 1980 with amendments

                  up to and including the amendments effective

                             through March 31, 1995

                                        

                                        

                                        

                                        

                                        

                                        

                                        

                                        

                            Published March 25, 1995



                                TABLE OF CONTENTS

                                                                  Page
SECTION 1.  PURPOSE...................................................  1

SECTION 2.  DEFINITIONS...............................................  2

SECTION 3.  ADMINISTRATION............................................  8

SECTION 4.  PENSIONS
     1. Eligibility................................................... 12
        a.  Service Pension........................................... 12
        b.  Deferred Vested Pension................................... 12
            vi. 1991 Special Early Commencement....................... 15
        c.  Disability Pension........................................ 16
        d.  Conversion from Disability to Service Pension............. 17
        e.  Pension Plan Participation................................ 17
        f.  Normal Retirement Age..................................... 17
        g.  Mandatory Retirement Age.................................. 17
        h.  Pension Benefits at the Expiration of Sickness Disability
            Benefits.................................................. 18
        i.  Disability Service Pension................................ 18
        j.  Transitional Retirement Status............................ 21
        k.  Service Beyond Age 70 1/2; Minimum Distributions.......... 24

     2. Pension Amounts............................................... 24
        a.  Effective Date............................................ 24
        b.  Calculation of Monthly Pension Benefit.................... 25
            i.  Pension Benefit Formula............................... 25
            ii. Adjusted Career Income................................ 25
            iii.Compensation.......................................... 27
        c.  Coverage Under the SNETPP................................. 30
        d.  Coverage Under Predecessor Plan or Prior Service Under
            This Plan or in accordance with the Mandatory Portability
            Agreement................................................. 31
        e.  Early Retirement Discount................................. 32
            i.  Pension Deferral Option............................... 32
        f.  Deferred Vested Pension Amount............................ 33
        g.  No Reductions............................................. 34
        h.  Pension Benefits Under Other Plans........................ 34
        i.  Service Beyond Normal Retirement Age...................... 34
        j.  1989 Special Increase..................................... 35
        k.  Minimum Benefit........................................... 35
        l.  1987 Special Increase..................................... 36
        m.  Extension of Minimum Benefit Eligibility Provisions....... 37
        n.  1991 Special Increase..................................... 38

     3. Survivor Annuities............................................ 40
        i.  Spousal Consent Requirement............................... 40
        ii. 90 Day Election Period.................................... 40
       iii. Written Explanation of Election and Consent............... 40
        iv. Annuity Starting Date; Consent to Receive Distributions... 41
        v.  Alternate Payee........................................... 41
        a.  Fifty Percent Annuity Option - Service Pensions........... 41
        b.  Survivor Annuity Option - Disability Pensions............. 43
        c.  Revoking Election, Restoring Pension...................... 47
        d.  Automatic Survivor Annuity - Prior to Commencement of 
            Pension Benefits.......................................... 49
                                
                                
                                
                                TABLE OF CONTENTS

                                                                      Page
SECTION 4.  PENSIONS (Continued)
        e.  Deferred Vested Pension Joint and Survivor Annuity ....... 50
            ii. Surviving Annuitant of a Deferred Vested Pensioner.... 52
          viii. 1991 Special Early Commencement....................... 56
        f.  1989 Special Increase .................................... 57
        g.  Survivor Annuity Option for Employees Eligible for 
            Disability Service Pension................................ 58
        h.  Retirees Electing the Pension Deferral Option............. 59

     4. Monthly Payments ............................................. 60

     5. Duration of Payments; Commencement of Benefits................ 60

     6. Treatment During Subsequent Participating Company Employment.. 61

     7. Treatment During Employment Covered By Mandatory Portability
            Agreement................................................. 65

     8. Notice of Retirement Eligibility.............................. 66

     9. Pension Funding Policy and Method............................. 66

    10. Maximum Pensions.............................................. 68

    11. Pension Plan Termination Arrangements......................... 78

    12. Disability Pension Payments................................... 85

SECTION 5.  DEATH BENEFITS
     1. Active Employee Death Benefit................................. 86

     2. Retiree Death Benefit......................................... 86

     3. Eligible Beneficiaries........................................ 88
        a.  Mandatory Beneficiaries................................... 89
        b.  Discretionary Beneficiaries............................... 89
        c.  Beneficiary Designation................................... 90
        d.  Payment of Final Expenses................................. 90

     4. Method of Payment............................................. 90
        a.  Payment on Death of Employee or Pensioner................. 90
        b.  Payment on Death of Beneficiary........................... 91
        c.  Advance Payment........................................... 91
        d.  Payment of Interest....................................... 92

     5. Death After Termination of Employment......................... 93

     6. Claims........................................................ 93

     7. Definition of Basic Annual Rate of Pay........................ 93

     8. Charging of Payments.......................................... 94

     9. Waiver of Death Benefit....................................... 94

                                
                                
                                TABLE OF CONTENTS


                                                                      Page
SECTION 6.  GENERAL PROVISIONS
     l. Rights to Pensions or Benefits................................ 96

     2. Assignment or Alienation; Qualified Domestic Relations Orders. 96

     3. Determination of Eligibility.................................. 99

     4. Breaks in Service.............................................100
        a.  General Provisions - Except for Pension
            Participation and Vested Pensions.........................100
        b.  Pension Plan Participation................................103
        c.  Vesting Eligibility.......................................103
        d.  Accrual of Vested Pension.................................104

     5. Leave of Absence..............................................106
            FMLA Provisions........................................... 99

     6. Layoff or Separation from Service under the Provisions of the
            SNET Management Severance Pay Plan........................108

     7. Special Classification........................................109

     8. Method of Payment.............................................109

     9. Amounts Accrued Prior to Death................................109

    l0. Payment to Others.............................................110

    ll. Pension or Benefit Option During Disability...................110

    l2. Multiple Participating Company Employment.....................111

    l3. Merger or Consolidation.......................................111

    l4. Annual Report.................................................111

    15. Predecessor Plan Provisions...................................111

    16. Prior Provisions of Plan......................................112

    17. Unclaimed Benefits............................................112

    18. Top Heavy Provisions..........................................112

    19. Unemployment Compensation Act of 1992.........................117

SECTION 7.  TRANSFER PROVISIONS WITH THE SNETPP.......................120

SECTION 8.  CHANGES IN PLAN; TERMINATION OF PLAN......................121










SECTION l.  PURPOSE



The purpose of the SNET Management Pension Plan is to provide for

the payment of definite amounts to employees of the Corporation and

its participating Subsidiaries when they are retired from service,

or, in the event of death, to their dependent relatives, or, in

certain cases, to their annuitants, or to former employees when

they become entitled to deferred vested pension payments, or in

certain cases, to their annuitants.

                                     Page 1




                             SECTION 2.  DEFINITIONS

                                     SNETMPP

1.  The term "ADEA" shall mean the Age Discrimination in Employment

Act of 1967 as amended in 1978 and as it may be amended from time

to time.

2.  The words "bargaining unit employee" shall mean an employee who

is a member of the bargaining unit.

3.  The words "Chairman of the Board", "President", "Chief

Executive Officer"  and "Board of Directors" or "Board" shall mean

the Chairman of the Board of Directors, President, Chief Executive

Officer and the Board of Directors, respectively, of the Company.

4.  The word "Committee" shall mean the Employees' Benefit

Committee  appointed by the Company to administer the Plan or any

Predecessor Plan.

5.  The word "Company" shall mean The Southern New England

Telephone Company, a Connecticut corporation, or its successors;

and where applicable, the Board, a committee thereof, or its

authorized representatives.

6.  The word "Corporation" shall mean Southern New England

Telecommunications Corporation.

7.  The words "defined benefit pension plan" shall mean a pension

plan as defined in Section 3(35) of the Pension Act.

8.  The word "employee" shall mean any individual, who receives a

regular and stated compensation, other than a pension or retainer,

from a Participating Company, and who is classified as a regular or

provisional regular management employee (other than a bargaining

unit employee temporarily promoted to a management employee

position for one year or less), or who prior to January 1, 1993 was

classified as a temporary management employee.  Any individual who

is employed on or after January 1, 1993 on a temporary basis

through the SNET Job Bank Program (herein referred to as a "job

bank employee") shall not be considered an employee under this

Paragraph 8, Paragraph 1(e) of Section 4, or any other provision of

this Plan, except as otherwise provided in Paragraph 6 of Section 4

or Paragraph 4(c) and (d) of Section 6.  Any individual who is

                                     Page 2


SECTION 2.  DEFINITIONS (Continued)                           SNETMPP

treated as an employee solely because of the provisions of Section

414(n) of   the Internal Revenue Code or any regulations

thereunder, shall not be considered an employee under this

Paragraph 8, Paragraph 1(e) of Section 4, or any other provision of

this Plan.

9. The words "Former Interchange Company" shall mean any company

with which the Company had an interchange agreement either directly

or indirectly prior to January 1, 1985.

10.  The expression "hour of service" shall mean an hour for which

an employee is paid, in accordance with Section 2530.200b-2(a) of

the U.S. Department of Labor Rules and Regulations for Minimum

Standards for Employee Pension Benefit Plans, which provides:

   (l) An hour of service is each hour for which an employee is

   paid, or entitled to payment, for the performance of duties for

   the employer during the applicable computation period.

   (2) An hour of service is each hour for which an employee is

   paid, or entitled to payment, by the employer on account of a

   period of time during which no duties are performed

   (irrespective of whether the employment relationship has

   terminated) due to vacation, holiday, illness, incapacity

   (including disability), layoff, jury duty, military duty or

   leave of absence.  Notwithstanding the preceding sentence:

     (i) No more than 50l hours of service are required to be

     credited under this paragraph (2) to an employee on account of

     any single continuous period during which the employee

     performs no duties (whether or not such period occurs in a

     single computation period);

     (ii) An hour for which an employee is directly or indirectly

     paid, or entitled to payment, on account of a period during

     which no duties are performed is not required to be credited

     to the employee if such payment is made or due under a plan

     maintained solely for the purpose of complying

                                     Page 3

SECTION 2.  DEFINITIONS (Continued)                           SNETMPP

     with applicable workers' compensation, or unemployment

     compensation or disability insurance laws; and

     (iii) Hours of service are not required to be credited for a

     payment which solely reimburses an employee for medical or

     medically related expenses incurred by the employee.

   (3) An hour of service is each hour for which back pay,

   irrespective of mitigation of damages, is either awarded or

   agreed to by the employer.  The same hours of service shall not

   be credited both under Paragraph (l) or Paragraph (2), as the

   case may be, and under this Paragraph (3); and

in accordance with Section 2530.200b-2(b) and (c) of such Rules and

Regulations; except where a more liberal benefit provision may

apply.

11.  The words "management employee" shall mean an employee who is

not a member of the bargaining unit.

12.  The words "Management Pension Fund Account" shall mean the

account in the SNET Pension Trust Fund reflecting the equitable

interest of the SNET Management Pension Plan.

13.  The words "Mandatory Portability Agreement" or "MPA" shall

mean the agreement dated January 1, 1985 entered into by American

Information Technologies Corporation, American Telephone and

Telegraph Company, Bell Atlantic Corporation, Bell Communications

Research, Inc., BellSouth Corporation, Cincinnati Bell Telephone

Company, NYNEX Corporation, Pacific Telesis Group, The Southern New

England Telephone Company, Southwestern Bell Corporation, and U S

West, Inc. which is intended to assure compliance with the

provisions of the Mandatory Portability Legislation in Section 559

of the Tax Reform Act of 1984.

14.  The term "Normal Retirement Age" shall mean the later of age

65 or the fourth anniversary of the time the participant commenced

participation in the Plan.  There shall be no mandatory retirement

age for employees except as

                                     Page 4


SECTION 2.  DEFINITIONS (Continued)                         SNETMPP

otherwise provided by applicable state law (to the extent not

preempted by the ADEA), and except for those employees referred to

in Section 12(c)(l) of the ADEA for whom the mandatory retirement

age shall be age 65 or at such later time as may be permissible

under such section of the ADEA and except for those employees for

whom age is a bona fide occupational qualification within the

meaning of Section 4(f)(1) of the ADEA for whom the mandatory

retirement age shall be at such time as may be applicable under the

ADEA.

15.  The term "Participating Company" shall mean the Corporation,

or any Subsidiary of the Corporation which shall have requested and

received approval by the Board of Directors of the Company, to

participate in the Plan.

16.  The words "Pension Act" shall mean the Employee Retirement

Income Security Act of 1974, as it may be amended from time to

time.

17.  The words "Pension Fund Account" shall mean the account in the

SNET Pension Trust Fund reflecting the equitable interest of the

SNET Pension Plan.

18.  The word "Plan" shall mean this SNET Management Pension Plan

(SNETMPP).  The words "Pension Plan" shall mean that part of the

Plan which deals with service, disability and deferred vested

pensions.  The words "Death Benefit Plan" shall mean those parts of

the Plan which deal with such death benefits.  The words "Plan

Year" shall mean a calendar year which begins January 1 and ends

December 31.

19.  The words "Predecessor Plan" shall mean the Pension Plan

and/or Death Benefit Plan provisions of the Company's Plan for

Employees' Pensions, Disability Benefits and Death Benefits as such

plan existed from time to time prior to October l, l980.

20.  The words "Review Committee" shall mean the Employees' Benefit

Claim Review Committee, consisting of one or more persons who are

not members of the Employees' Benefit Committee.

21.  The term "SNETPP" shall mean the SNET Pension Plan.

                                     Page 5




SECTION 2.  DEFINITIONS (Continued)                           SNETMPP

22.  The word "Subsidiary" shall mean any corporation, partnership

or other entity of which at least 50% of the voting stock is owned

directly or indirectly by the Corporation.  "Voting Stock" shall

mean securities (or other ownership interest) of which the holders

are ordinarily entitled to vote for the election of directors (or

similar board, if not a corporation) of the entity.

23.  The expression "term of employment" or "credited service",

except as expressly limited or stated elsewhere in the Plan, shall

mean 1) a period of continuous employment of an employee in the

service of one or more Participating Companies, or 2) a period of

continuous employment of an employee, in the service of one or more

interchange companies or non-covered companies as defined in the

Mandatory Portability Agreement (MPA), whether before or after

January 1, 1985, as determined in accordance with the MPA, provided

employment with a Participating Company commenced on or after

January 1, 1985; or 3) a period of continuous employment of an

employee in the service of one or more Former Interchange Companies

before January 1, 1985 provided employment with a Participating

Company commenced after the completion of such service but before

January 1, 1985 with no subsequent period of employment with any

Former Interchange Company prior to January 1, 1985.

24.  The expression "year of service," for determining Pension Plan

participation and eligibility for a deferred vested pension, shall

mean a computation period in which an employee completes l000 hours

of service.  For the purpose of determining l000 hours of service,

an employee (including a job bank employee) will be deemed to have

completed 45 hours of service for each week in which he completes

one or more hours of service on each business day of that week;

except that in the case of any employee (including a job bank

employee) who is a part-time employee, or who was hired prior to

January 1, 1993 for a period not exceeding three consecutive weeks

and who was not

                                     Page 6



SECTION 2.  DEFINITIONS (Continued)                          SNETMPP

employed for more than 30 days in a year (previously referred to as

an occasional employee), such employee will be deemed to have

completed l0 hours of service for each day in which he completes

one or more hours of service.  For the purpose of determining a

year of service, there shall be counted an employee's service (i)

included in the term of employment as defined in Paragraph 23 of

this Section 2, and (ii) with any company, not referred to in

Paragraph 22, of which 80 percent or more of the voting stock is

owned directly or indirectly by the Corporation.  In addition, for

the purpose of determining a year of service for vesting

eligibility only, there shall also be counted an employee's service

with a Participating Company which is not otherwise included in the

term of employment as defined in Paragraph 23 of this Section 2.

25.  The use in this Plan of personal pronouns of the masculine

gender  is intended to include both the masculine and feminine

genders.
                                     
                                     Page 7




SECTION 3.  ADMINISTRATION                                SNETMPP

l. The Company shall be Plan Administrator and the Sponsor of the

Plan as those terms are defined in the Pension Act.  The Board

shall appoint (a) an Employees' Benefit Committee (herein referred

to as "Committee") consisting of not less than three or more than

eight persons, having the administrative responsibilities in this

Section 3, and (b) an Employee Benefits Funding and Investment

Committee (herein referred to as "EBFIC"), having the

responsibilities described below, and (c) one or more trustees

which, except as otherwise provided herein, shall be responsible

for holding and managing assets of the Plan and paying pensions and

death benefits payable therefrom.  The EBFIC may appoint one or

more investment managers to manage all or portions of the assets of

the Plan.  The EBFIC may issue general or specific investment

directions and guidelines to trustees and investment managers; and

may also issue specific directions to them for investment in

investment companies or trusts and companies or trusts that hold or

propose to hold two or more parcels of real property or interests

therein.  The EBFIC may invest, or direct a trustee to invest, all

or a portion of the Plan's assets in contracts issued by insurance

companies, including contracts under which the insurance company

holds Plan assets in a separate account or commingled separate

account managed by the insurance company.  The EBFIC may direct or

authorize a trustee to invest all or a portion of the Plan's assets

in a group trust fund or funds established for the purpose of

commingling assets of participating trusts, in which event the

instrument of trust creating any such group trust fund, to the

extent of the Plan's equitable share thereof, shall be deemed to

have been adopted as a part of the Plan for purposes of Section

40l(a) of the Internal Revenue Code of l986 or any corresponding

provision of any subsequent federal tax law.  The EBFIC may

authorize a trustee to invest part of the Plan's assets in deposits

with such trustee bearing a reasonable interest rate.  The EBFIC

shall establish and carry out funding policies and methods.

                                     Page 8


SECTION 3.  ADMINISTRATION (Continued)                     SNETMPP

2. a. The Committee shall have the specific powers elsewhere herein

   granted to it and shall have such other powers as may be

   necessary in order to enable it to adminster the Plan, except

   for powers herein granted or provided to be granted to others.

   b. The Committee shall adopt such By-Laws and rules of procedure

   as it may find appropriate, subject to the approval of the

   Chairman of the Board or, at any time there is no Chairman, the

   President.

   c. The Committee shall be empowered to employ a Secretary and

   such assistants as may be required in the administration of the

   Plan.  The Secretary is hereby designated as agent for service

   of legal process with respect to any claims arising under the

   Plan.

   d. The Committee may appoint one or more Departmental or Area

   Benefit Committees or a Secretary or any individual of the

   Committee's choosing which shall have such authority with

   respect to claims for benefits of employees of the Participating

   Companies as may be delegated by the Committee.

   e. The Committee or Departmental or Area Benefit Committee or

   Secretary or any individual, to the extent such authority has

   been delegated, shall grant or deny claims for benefits under

   the Plan with respect to employees of the Participating

   Companies and authorize disbursements according to this Plan.

   All claims for benefits must be submitted in writing.  Adequate

   notice, pursuant to applicable law and prescribed Company

   practices, shall be provided in writing to any participant or

   beneficiary whose claim has been denied, setting forth the

   specific reasons for such denial.

3. a. The Committee shall serve as the final review committee,

   under the Plan and the Pension Act, for the review of all appeal

   claims by participants whose initial claims for benefits have

   been denied, in whole or part, by the Committee or a

   Departmental or Area Benefit Committee or Secretary or

   individual appointed by the Committee as provided above.

                                     Page 9



SECTION 3.  ADMINISTRATION (Continued)                      SNETMPP

   b. Any participant whose claim for benefits has been denied, in

   whole or part, may, (and must for the purpose of seeking any

   further review, including judicial review, of a decision or for

   the purpose of determining any entitlement to a benefit under

   the Plan), within 60 days after receipt of notice of denial,

   submit a written request for review of the decision denying the

   claim.  In such case, the Committee, shall:

      (i) make a full and fair review of such decision within 60

      days after receipt of the written request for review, or

      within an additional 60 days, provided the claimant is

      notified of the delay and the reasons for requiring such

      additional time; and

      (ii) notify the claimant in writing of the review decision,

      specifying the reasons for such decision.

   c. Any participant whose claim for benefits has been denied

   shall have such further rights of review as are provided in

   Section 503 of the Pension Act and regulations promulgated

   thereunder, and the Committee, or any Departmental or Area

   Benefit Committee or Secretary or any other individual, as

   applicable, appointed by them shall retain such right, authority

   and discretion as is provided in or not expressly limited by

   said Section 503 of the Pension Act and the regulations

   thereunder.

4. The Employees' Benefit Claim Review Committee for decisions made

prior to July 13, 1994, and the Employees' Benefit Committee for

decisions made on or after July 13, 1994, shall have such powers as

may be necessary to determine conclusively for all parties any and

all questions arising from the administration of the Plan and shall

have sole and complete discretionary authority and control to

manage the operation and administration of the Plan, including, but

not limited to, the determination of all questions relating to

eligibility for participation and benefits, interpretation of all

Plan provisions, determination of the amount and kind of benefits

payable to any participant, spouse or beneficiary, and

                                     Page 10



SECTION 3.  ADMINISTRATION (Continued)                     SNETMPP

construction of disputed or doubtful terms.  Such decision shall be

conclusive and binding on all parties and not subject to further

review.

5. The expenses of the Committee, the EBFIC, or the Departmental or

Area Benefit Committee or the Secretary, or any other individual

appointed by the Committee as provided above, in administering the

Plan shall be charged in accordance with Company practices.

6. The Company, the Committee, the EBFIC and the Secretary are each

a named fiduciary as that term is used in the Pension Act with

respect to the particular duties and responsibilities herein

provided to be allocated to it.

7. The Company may allocate responsibilities for the operation and

administration of the Plan consistent with the Plan's terms.  The

Company and other named fiduciaries may delegate any of their

responsibilities hereunder by designating in writing other persons

to carry out their respective responsibilities (other than trustee

responsibilities the delegation of which may be limited by law)

under the Plan, and may employ persons to advise them with regard

to any such responsibilities.

8. Any person or group of persons may serve in more than one

fiduciary capacity with respect to the Plan (including service both

as a trustee and as an administrator).

                                     Page 11



SECTION 4.  PENSIONS                                       SNETMPP

l. Eligibility

   a. Service Pension

      All employees who have reached the age of sixty-five years

   and whose terms of employment have been at least ten years, all

   employees who have reached the age of fifty-five years and whose

   terms of employment have been at least twenty years, all

   employees who have reached the age of fifty years and whose

   terms of employment have been at least twenty-five years, and

   all employees regardless of age whose terms of employment have

   been at least thirty years shall, if they leave the service of a

   Participating Company for any reason other than transfer to

   another Participating Company, be retired from active service

   and, upon such retirement, shall be granted service pensions.

   b. Deferred Vested Pension

      (i)  Except as otherwise specified in this Paragraph l(b) and

      in Paragraph 6 of this Section 4 and in Section 6, any

      participant as defined in Paragraph l(e) of this Section 4

      who has completed five or more years of service, computed in

      accordance with Paragraph 3 (c) of Section 6, beginning with

      the calendar year in which the participant attained the age

      referred to in Section 203(b)(l)(A) of the Pension Act,

      namely age eighteen and any participant who is in the service

      of a Participating Company at the Normal Retirement Age or

      later, who leaves the service of a Participating Company on

      or after January 1, 1989 for any reason other than transfer

      to another Participating Company, and who is not eligible for

      a service pension under Paragraph 1(a) of this Section 4 on

      account of the same period of employment, shall be eligible

      for a pension which shall commence upon his sixty-fifth

      birthday or the day following the termination of his

      employment with a Participating Company, whichever is later,

      and shall be referred to in the Plan as a deferred vested

      pension.  Employees whose participation in this Plan

      terminated on the Closing Date

                                     Page 12



SECTION 4.  PENSIONS (Continued)                           SNETMPP

      of the sale of SNET Fibercom, Inc. and LIGHTNET shall be

      vested in any accrued pension benefit for which each such

      employee is entitled, with such benefit calculated and

      distributed in accordance with the provisions of this Plan.

      (ii)  In lieu of using the rule of eligibility for a deferred

      vested pension stated above in this Paragraph l(b)(i), any

      employee is permitted to elect to use any rule of eligibility

      previously in effect, under the Predecessor Plan, during any

      part of his term of employment.

      (iii) A person who leaves the service of a Participating

      Company and who is eligible for a deferred vested pension at

      normal retirement age and whose term of employment has been

      twenty or more years may elect in writing to have his

      deferred vested pension payable early in reduced amounts.  An

      election once made to have a deferred vested pension payable

      early in reduced amounts shall be irrevocable.  In the event

      of such an election, the amount of deferred vested pension

      otherwise payable at normal retirement age under this Plan to

      such person shall be reduced by multiplying such amount of

      deferred vested pension otherwise payable by the applicable

      early retirement factor in the table set forth in this

      Subparagraph 1(b)(iii).  If the term of employment has been

      twenty or more years but less than twenty-five years,

      eligibility for such early payment shall commence upon his

      fifty-fifth birthday, and if the term of employment has been

      twenty-five or more years, eligibility for such early payment

      shall commence upon his fiftieth birthday.

                                     Page 13



SECTION 4.     PENSIONS (Continued)
SNETMPP
                       Early Retirement Factors Based Upon
                        Completed Years and Months of Age
Completed          At Commencement of Deferred Vested Pension
Years                         Completed Months of Age
of Age     0     l     2     3     4     5     6     7     8     9    10    11
  50      .24   .24   .24   .25   .25   .25   .25   .25   .25   .26  .26   .26

  5l      .26   .26   .26   .27   .27   .27   .27   .27   .27   .28  .28   .28

  52      .28   .28   .29   .29   .29   .29   .30   .30   .30   .30  .31   .31

  53      .31   .31   .32   .32   .32   .32   .33   .33   .33   .33  .34   .34

  54      .34   .34   .35   .35   .35   .35   .36   .36   .36   .36  .37   .37

  55      .37   .37   .38   .38   .38   .38   .39   .39   .39   .39  .40   .40

  56      .40   .40   .41   .41   .41   .42   .42   .42   .43   .43  .43   .44

  57      .44   .44   .45   .45   .45   .46   .46   .46   .47   .47  .47   .48

  58      .48   .48   .49   .49   .50   .50   .5l   .5l   .5l   .52  .52   .53

  59      .53   .53   .54   .54   .55   .55   .56   .56   .56   .57  .57   .58

  60      .58   .59   .59   .60   .60   .6l   .62   .62   .63   .63  .64   .64

  61      .65   .66   .66   .67   .67   .68   .69   .69   .70   .70  .7l   .7l

  62      .72   .73   .73   .74   .75   .75   .76   .77   .77   .78  .79   .79

  63      .80   .8l   .82   .82   .83   .84   .85   .85   .86   .87  .88   .88

  64      .89   .90   .9l   .92   .93   .94   .95   .95   .96   .97  .98   .99

  65     l.00

      (iv) The Committee shall notify each employee who leaves the

      employ of such Participating Company (except to take

      employment without a break in service with another

      Participating Company) of his eligibility, if any, for a

      deferred vested pension by mailing, within a reasonable time

      after his leaving, a notice to his last known address as

      shown on the Participating Company's records.

         (v) It shall be the responsibility of each person eligible

      to receive payment of a deferred vested pension to file

      written request therefor with the Committee not earlier than

      one hundred fifty days prior to a prospective date for

      commencement of payment specified therein.  Except for months

                                     Page 14



SECTION 4.  PENSIONS (Continued)                           SNETMPP

      following termination of employment which are after the

      normal retirement age, no deferred vested pension payment

      shall be made for any month prior to the month in which the

      Committee receives such written request.

         (vi) 1991 Special Early Commencement of Deferred Vested

      Pension Notwithstanding any other provision of the Plan, the

      pension benefit of any participant who elects, during the

      period July 31, 1991 through September 13, 1991, inclusive,

      to terminate employment and who terminates employment during

      the period July 8, 1991 through October 18, 1991, inclusive,

      with eligibility for a deferred vested pension at normal

      retirement age may elect in writing to have his deferred

      vested pension commence upon the termination of employment in

      reduced amounts.  An election once made under this

      Subparagraph (vi) to receive a deferred vested pension

      payable early in reduced amounts shall be irrevocable;

      provided, however, that should more than a specified number

      or percentage, as determined by the Company with the

      concurrence of the Committee, of any group of employees in

      the same department, the same level, the same job title and

      classification, or the same geographical location elect to

      retire or terminate employment in accordance with the

      provisions of this Subparagraph (vi) during the period from

      July 31, 1991 through September 13, 1991, inclusive, the

      Company, may, with the concurrence of the Committee,

      determine that a specified number of such participants, the

      identity of whom shall be based on seniority, may delay their

      termination of employment for a period ending no later than

      December 20, 1991 and retain eligibility for the 1991 Special

      Early Commencement provisions of this Subparagraph (vi).  In

      the event of an election under this Subparagraph (vi), the

      amount of deferred vested pension otherwise payable at normal

      retirement age under this Plan to such participant shall be

      reduced by multiplying the amount of deferred vested pension

      otherwise

                                     Page 15



SECTION 4.  PENSIONS (Continued)                          SNETMPP

     payable by the applicable 1991 special early retirement factor

     specified in the following table.

     

           1991 SPECIAL EARLY COMMENCEMENT OF DEFERRED VESTED PENSION
                               FACTORS BASED UPON
          COMPLETED YEARS AND MONTHS OF AGE AT COMMENCEMENT OF DEFERRED
                                 VESTED PENSION
                                        
Completed                   Completed Months of Age
  Years
  of Age   0     1     2     3     4     5     6     7     8     9    10    11
  Prior
  to 58   .50

    58    .50   .50   .50   .50   .50   .50   .51   .51   .51   .52   .52   .53

    59    .53   .53   .54   .54   .55   .55   .56   .56   .56   .57   .57   .58

    60    .58   .59   .59   .60   .60   .61   .62   .62   .63   .63   .64   .64

    61    .65   .66   .66   .67   .67   .68   .69   .69   .70   .70   .71   .71

    62    .72   .73   .73   .74   .75   .75   .76   .77   .77   .78   .79   .79

    63    .80   .81   .82   .82   .83   .84   .85   .85   .86   .87   .88   .88

    64    .89   .90   .91   .92   .93   .94   .95   .95   .96   .97   .98   .99

    65   1.00
   c. Disability Pension

      Each employee who terminated employment prior to January 1,

   1993 and whose term of employment had been fifteen or more years

   shall be a participant for the purposes of the disability

   pension provisions of the Plan.  Any such participant who became

   totally disabled as a result of sickness or of injury, other

   than by accidental injury arising out of and in the course of

   employment by a Participating Company, shall upon leaving the

   service of such Participating Company by reason of such

   disability be granted a pension, which pension is designated a

   "disability pension"; provided, that if, at the time of such

   cessation of service, the employee is qualified for a service

   pension under Subparagraph (a) of this Paragraph l, a service

   pension shall be granted instead of a disability pension.

   Subject to the provisions of Subparagraph (d) of this Paragraph

   l, a disability

                                     Page 16



SECTION 4.  PENSIONS (Continued)                             SNETMPP

   pension shall continue so long as the employee is prevented by

   such disability from resuming active service with a

   Participating Company.  If the employee recovers sufficiently to

   resume active service, the disability pension shall be

   discontinued and if the employee reenters the service of a

   Participating Company at that time, the period of absence on

   disability pension shall be considered a leave of absence and

   not as a break in the continuity of the employee's service.

   d. Conversion from Disability to Service Pension

      Any person who attains normal retirement age while receiving

   a disability pension which commenced on or after January 1, 1976

   shall be granted and retired with, in lieu of any other pension,

   a pension designated a service pension, in the same amount as

   the disability pension subject to the provisions of Paragraph

   3(a) of this Section 4, with all the benefits under this Plan

   appertaining to service pensioners, and the disability pension

   shall be discontinued.

   e. Pension Plan Participation

      All employees who have reached the age referred to in Section

   202(a)(l)(A)(i) of the Pension Act, namely age twenty-one, and

   whose years of service have been one year or more, shall be

   participants in the Pension Plan.

   f. Normal Retirement Age

      "Normal retirement age" is the later of age 65 or the fourth

   anniversary of the time the participant commenced participation

   in the Plan.

   g. Mandatory Retirement Age

      There shall be no mandatory retirement age for employees

   except as otherwise provided by applicable state law and except

   for those employees referred to in Section 12(c)(1) of the ADEA

   for whom the mandatory retirement age shall be age 65 and except

   for those employees for whom age

                                     Page 17



SECTION 4.  PENSIONS (Continued)                            SNETMPP

   is a bona fide occupational qualification within the meaning of

   Section 4(f)(1) of the ADEA for whom the mandatory retirement

   age shall be at such time as may be applicable under ADEA.

   h. Pension Benefits at the Expiration of Sickness Disability

   Benefits

      Pension benefits for an employee who terminates employment at

   the expiration of Sickness Disability Benefits and is eligible

   to receive an immediate pension payable under the provisions of

   this Plan (including service, disability, disability service,

   and deferred vested pensions) shall not commence unless such an

   employee submits an Application for Pension form within 90 days

   of termination of employment; provided, further, that if such

   employee does not submit the Application form within such 90 day

   period, the employee will be treated as a deferred vested

   pensioner for the period from the termination of employment date

   until an Application form is submitted ("deferral") for all

   purposes (which means, for example, that such employee shall not

   be eligible for ad hoc pension increases and retiree benefit

   coverages), but in no event shall such deferral continue beyond

   such employee's consent to the receipt of the pension through

   submission of an Application form or attainment of age 65,

   whichever is earlier.  At the time such employee either consents

   to the receipt of the pension or attains age 65, the employee

   shall be eligible to receive a service, disability or disability

   service pension and applicable retiree benefit coverages in

   accordance with the provisions of Section 4, or, if applicable,

   a deferred vested pension with no retiree benefit coverages

   unless such employee is otherwise eligible for such benefit

   coverages under the SNET disability benefit plans.

   i. Disability Service Pension

      Each employee who terminates employment on or after January

   1, 1993 and whose actual term of employment had been fifteen or

   more years as of the

                                     Page 18



SECTION 4.  PENSIONS (Continued)                             SNETMPP

   employee's termination of employment date shall be a participant

   for the purposes of the disability service pension provisions of

   the Plan, subject to the provisions of paragraph 1(h) of this

   Section 4.

          1. Any such participant who has become totally disabled as a

            result of sickness or of injury, other than by accidental

           injury arising out of and in the course of employment by a

            Participating Company, shall upon leaving the service of

           such Participating Company by reason of such disability be

              eligible to commence receipt of a disability service

             pension beginning when such participant reaches age 65;

              provided, that if, at the time of such termination of

               employment, the employee is qualified for a service

               pension under this Plan, a service pension shall be

                granted upon termination of employment instead of

           eligibility for a disability service pension; and provided

                further that if such employee is eligible for the

             transitional retirement status provisions in Paragraph

           1(j) of this Section 4, such employee shall be eligible to

           commence receipt of a disability service pension beginning

             when the transitional retirement status ends due to the

             attainment of the age and credited service requirements

              for a service pension.  Eligibility for a disability

             service pension shall continue so long as the employee

            continues to be totally disabled under the provisions of

            the SNET sickness, accident or long term disability "LTD"

               plans for the period beginning upon termination of

           employment and ending on the employee's 65th birthdate (or

             at the end of the transitional retirement status where

           applicable), at which time such disability service pension

           shall become payable.  The disability service pension will

            be calculated using the formula in effect at the date of

           termination plus any pension increases granted for retired

            employees receiving service pensions during the period in

                         which LTD payments are 
                         
                                 Page 19

SECTION 4.   PENSIONS (Continued)                             SNETMPP

         payable (i.e., the period following the employee's

         termination of employment date in which the employee

         continues to be disabled) until the disability service

         pension becomes payable, and such pension shall not be

         subject to the early retirement discount provisions of

         Paragraph 2(e) of this Section 4.  If prior to the

         employee's 65th birthday, the employee is determined to be

         no longer totally disabled under the provisions of the

         SNET LTD plans, the employee will remain eligible for all

         provisions relating to the deferred vested pension under

         Subparagraph b of this Paragraph 1, and shall not be

         eligible for the disability service pension provisions.

         If the employee reenters the service of a Participating

         Company upon said determination that LTD benefits are no

         longer payable, the period of absence shall be considered

         a leave of absence and not as a break in the continuity of

         the employee's service.

          2. Any such participant who has become totally disabled as a

            result of accidental injury or illness arising out of and

             in the course of employment by a Participating Company,

              shall upon leaving the service of such Participating

               Company by reason of such disability be eligible to

           commence receipt of a disability service pension beginning

             when such participant reaches age 65 or an earlier age,

            which age when combined with the employee's actual years

            of credited service at the termination of employment date

            would meet the service pension eligibility provisions of

            Paragraph 1(a) of this Section; provided, that if, at the

            time of such  termination of employment, the employee is

           qualified for a service pension under this Plan, a service

             pension shall be granted upon termination of employment

            instead of eligibility for a disability service pension.

               Eligibility for a disability service pension shall

            continue so long as the employee continues to be 
            
                                  Page 20



SECTION 4.   PENSIONS (Continued)                            SNETMPP

         totally disabled (and prevented by such disability from

         resuming active service with a Participating Company or

         any company) for the period beginning upon termination of

         employment and ending on the employee's 65th birthdate or

         earlier commencement of such disability service pension

         payments.  The disability service pension will be

         calculated using the formula in effect at the date of

         termination plus any pension increases granted for retired

         employees receiving service pensions during the period

         beginning on the employee's termination of employment date

         and ending when such disability service pension commences.

         If prior to the employee's commencement of a disability

         service pension, the employee is deemed no longer disabled

         pursuant to the Sickness and Accident Disability Benefit

         Plan or Workers' Compensation law, the employee will

         remain eligible for all provisions relating to the

         deferred vested pension under Subparagraph b of this

         Paragraph 1, and shall not be eligible for the disability

         service pension provisions.  If the employee reenters the

         service of a Participating Company upon said determination

         that total disability benefits are no longer payable, the

         period of absence shall be considered a leave of absence

         and not as a break in the continuity of the employee's

         service.

         (j)     Transitional Retirement Status

            Any employee who voluntarily or involuntarily

         terminates employment with a Participating Company between

         September 8, 1993 through December 31, 1995, inclusive,

         and who, based on the criteria described in Paragraph 1(a)

         of this Section 4, would have become eligible for a

         service pension after the termination of employment date

         but no later than December 31, 1995 if such employment had

         not terminated, shall be granted a transitional retirement

         status ("TRS") for the period

                                     Page 21


SECTION 4.  PENSIONS (Continued)                             SNETMPP

         commencing on the day following the termination date and

         ending on the earlier of:

            (a) the date the employee would have first become

            eligible to retire with such service pension based upon

            the attainment of the age and/or credited service

            requirements;

            (b) death of the employee (with Automatic Survivor

            Annuity payments);

            (c) the date of rehire by a Participating Company

            (excluding periods of temporary employment through the

            SNET Job Bank Program), or, the date of hire by a

            company when such employment is covered under the

            Mandatory Portability Agreement; or

            (d) election by the employee to commence receipt of a

            Cash Balance Account distribution based on the SNET

            Pension Plan provisions, where applicable, effective

            prior to the end date of the TRS.

            The employee shall be eligible for retiree benefits

         otherwise accorded to those employees who are eligible to

         retire with a service pension in accordance with Paragraph

         1(a) of this Section 4 for the continuous period

         commencing on the termination of employment date to the

         date the TRS is ended for any reason; provided, however

         that any service pension payments for which the employee

         may become eligible shall not commence until the day

         following the end date of the TRS.

         (i) In the event the TRS ends due to Subparagraph (a)

             above, the calculation of the service pension payable

             at end of the TRS shall be based on the employee's

             actual age at the end of the TRS, and the credited

             service and pension formula in effect as of the

             termination of employment date; provided, however,

             that for purposes of determining the early retirement

             discount for pensions commencing prior to age 55, the

             employee's age will be based on

                                     Page 22


SECTION 4.  PENSIONS (Continued)                             SNETMPP

             the employee's actual age as of the date the pension

             becomes payable (i.e., the end of the TRS), and the

             employee's actual credited service as of the

             termination of employment date.  The former employee

             will not be eligible for pension formula changes,

             downsizing offers, or pension increases, if any, which

             are approved while on the TRS.  If such employee was

             receiving disability benefits under the Sickness and

             Accident Disability Benefit Plan or Workers'

             Compensation benefits when such employee terminated

             employment with SNET, and such employee remains

             totally disabled until the end of the TRS pursuant to

             the provisions of Subparagraph (a) above, such

             employee shall become eligible for the disability

             service pension provisions of Paragraph 1(i) of this

             Section 4.

        (ii) In the event the TRS is cancelled due to Subparagraph

             (b) above and prior to commencement of pension

             payments, the automatic survivor annuity pension

             benefits provided in Paragraph 3(d) of this Section 4

             shall be payable immediately upon the employee's death

             to an eligible surviving spouse, with such pension

             payments calculated as if the employee had died on the

             last day of employment.

       (iii) In the event the TRS is cancelled due to Subparagraph

             (c) or (d) above, the employee shall immediately cease

             to be eligible for any retiree benefits, and any

             remaining benefit or pension entitlements shall be

             those accorded former employees eligible to receive a

             deferred vested pension as of the employee's

             termination of employment date.

                                     Page 23


SECTION 4.  PENSIONS (Continued)                          SNETMPP

   (k)   Service Beyond Age 70 1/2; Minimum Distribution Provisions

         Notwithstanding any provision of the Plan to the contrary,

         the distribution of an employee's Service or Deferred

         Vested Pension shall commence not later than April 1 of

         the calendar year following the calendar year in which

         such employee attains age 70 1/2 in accordance with the

         minimum distribution provisions of Code Section 401(a)(9)

         and the regulations thereunder, the provisions of which

         are incorporated herein by reference.  An employee who is

         employed beyond age 70 1/2 and commences receipt of a

         pension under the provisions of this Paragraph (k) shall

         elect in writing during the 90 Day Election Period

         (described in Paragraph 3 of this Section 4) upon a form

         prescribed by the Committee, whether or not to have his

         pension made payable in reduced amounts to him for life

         and in lesser amounts thereafter to a surviving annuitant

         for life, subject to the Spousal Consent Requirement

         (described in Paragraph 3 of this Section 4).  Such

         pension payments shall be payable in accordance with the

         provisions of Paragraph 5 of this Section 4.

2. Pension Amounts

   a. Effective Date

      Effective October 1, 1980, the monthly pension benefit for

   each employee who, on or after October 1, 1980, is retired on a

   pension under the provisions of Paragraph 1(a) or 1(c) of this

   Section, or who, on or after August 10, 1980, was retired on a

   pension under the provisions of Paragraph 1(a) or 1(c) of

   Section 4 of the Predecessor Plan shall be determined in

   accordance with the provisions set forth in this Paragraph 2.

                                     Page 24



SECTION 4.  PENSIONS (Continued)                            SNETMPP

   b. Calculation of Monthly Pension Benefit

         (i)  Pension Benefit Formula:  The monthly pension benefit

      of each employee shall be determined by multiplying such

      employee's adjusted career income, as determined in

      Subparagraph 2(b)(ii), by one and six-tenths percentum

      (1.6%), and dividing the product of such calculation by

      twelve.

         (ii) Adjusted Career Income:

                  1.  Except as provided hereinbelow, effective

            July 8, 1991 for retirements on or after July 8, 1991,

            the "adjusted career income," referred to in

            Subparagraph b(i), of each employee shall equal the

            greater of (A), (B), (C), (D), (E) or (F):

                      (A) the sum of (i) the product of the

            employee's average annual compensation paid during the

            period from January 1, 1986 to December 31, 1990,

            inclusive, and such employee's term of employment as of

            December 31, 1990, plus (ii) such employee's

            compensation paid during all periods after December 31,

            1990 which are included in the employee's term of

            employment; or

                      (B) the sum of (i) the product of the

            employee's average annual compensation paid during the

            period from January 1, 1982 to December 31, 1986,

            inclusive, and such employee's term of employment as of

            December 31, 1986, plus (ii) such employee's

            compensation paid during all periods after December 31,

            1986 which are included in the employee's term of

            employment; or

                      (C) the sum of (i) the product of the

            employee's average annual compensation paid during the

            period from January 1, 1979 to December 31, 1983,

            inclusive, and such employee's term of employment as of

            December 31, 1983, plus (ii) such employee's

            compensation paid during all periods after December 31,

            1983 which

                                     Page 25


SECTION 4.  PENSIONS (Continued)                             SNETMPP

            are included in the employee's term of employment; or

                      (D) the sum of (i) the product of the

            employee's average annual compensation paid during the

            period from October 1, 1977 to September 30, 1982,

            inclusive, and such employee's term of employment as of

            September 30, 1982, plus (ii) such employee's

            compensation paid during all periods after September

            30, 1982 which are included in the employee's term of

            employment; or

                      (E) the sum of (i) the product of the

            employee's average annual compensation paid during the

            period from October 1, 1976 to September 30, 1981,

            inclusive, and such employee's term of employment as of

            September 30, 1981, plus (ii) such employee's

            compensation paid during all periods after September

            30, 1981 which are included in the employee's term of

            employment; or

                      (F) the sum of (i) the product of the

            employee's average annual compensation paid during the

            period from January 1, 1975 to December 31, 1979,

            inclusive, and such employee's term of employment as of

            December 31, 1979, plus (ii) such employee's

            compensation paid during all periods after December 31,

            1979 which are included in the employee's term of

            employment.

              The period referred to in clause (i) of (A), (B),

         (C), (D), (E) or (F) above shall hereinafter be referred

         to as the "averaging period".

              Notwithstanding any other provision of this

         Subparagraph 2(b)(ii)(1) above, for an employee who has no

         service prior to the applicable averaging period which is

         included in the employee's term of employment, the

         "adjusted career income" shall equal such employee's

         compensation for all periods included in the employee's

         term of employment.

                                 
                                     Page 26


SECTION 4.  PENSIONS (Continued)                               SNETMPP

         2.  For purposes of determining an employee's average

      annual compensation for the applicable averaging period, as

      determined in accordance with Subparagraph 2(b)(ii)(1) above:

              (A) if during such averaging period there was any

         period included in the employee's term of employment for

         which the employee received no compensation, the employee

         shall be considered to have earned compensation during

         such non-compensated period at the same annual basic rate

         of pay which he earned immediately preceding such period;

              (B) if during such averaging period there was any

         period not included in an employee's term of employment,

         the employee shall be considered to have earned

         compensation during such non-included period equal to the

         amount of compensation which he earned for the most recent

         equivalent period of time preceding the applicable

         averaging period, for which he did earn compensation.

         3.  For purposes of determining an employee's compensation

      for all periods after the applicable averaging period, as

      determined in accordance with Subparagraph 2(b)(ii)(1), if

      after such applicable averaging period there was any period

      included in the employee's term of employment for which the

      employee received no compensation, the employee shall be

      considered to have earned compensation during such non-

      compensated period at the same annual basic rate of pay which

      he earned immediately preceding such period.

   (iii)  Compensation:  For purposes of this Paragraph 2, the term

"compensation" shall mean an employee's (1) basic pay,

differentials paid for night tours, differentials paid for

temporary work in a higher classification, special project

allowances if assignment commenced on or before November 30, 1983,

area differentials, and the following incentive compensation

actually paid before the employee's termination of employment date:

                                     Page 27


SECTION 4.  PENSIONS (Continued)                           SNETMPP

   Earned for services performed during or before 1988

      .  Lump sum merit wage payments;
      .  Incentive compensation for Directory or Marketing
         employees;
      .  Payments under the SNET Management Short Term Incentive
         Plan;
      .  Incentive compensation for the Company's Publishing
         employees;
      .  Annual bonus payments for the Company's Network Marketing
         employees;
      .  Quarterly bonus payments for the Company's Business
         Services employees;
      .  Incentive compensation for SNET Cellular, Inc. and SNET
         MobileCom, Inc. employees; and
      .  1988 Corporate Performance Award.
   Earned for services performed after 1988:  for management

   employees at or below the director or equivalent level of

   management of all Participating Companies except LIGHTNET and

   SNET Fibercom, the actual payment for all performance incentive

   compensation plans; and for those management employees above the

   director or equivalent level of management who terminate

   employment on or after December 8, 1993, the actual award earned

   and granted for services performed after 1988 under the SNET

   Executive Short Term Incentive Plan, and

   (2) basic pay, success sharing awards, differentials, wage

   incentives, commissions and other special payments used in

   computing an employee's monthly pension benefit under the SNETPP

   for any period of service an employee was covered by such plan

   if such service is included in the term of employment in

   computing such employee's monthly pension benefit under this

   Plan.  For an employee who has any period of time during or

   after the applicable averaging period determined in accordance

   with Subparagraph 2(b)(ii) (1) above during which such employee

   receives sickness or accident disability benefits under the

   Sickness and Accident Disability Benefit Plan (or the

   predecessor of such plan), such employee's basic pay on any day

   during such period on disability benefits shall be considered as

   an amount which bears the same relationship to the position rate

   of the employee's job for such day, as the employee's basic pay

   immediately prior to the disability period bore to the position

   rate of such employee's job

                                     Page 28


SECTION 4.  PENSIONS (Continued)                           SNETMPP

   immediately prior to the disability period.  For an employee who

   has any period of time during or after the applicable averaging

   period determined in accordance with Subparagraph 2(b)(ii)(1)

   above during which such employee is on a Committee-approved

   leave of absence to a company which is not a Participating

   Company of SNETMPP during such period, such employee's

   compensation for the period on such a leave shall be the

   compensation, as defined in this Subparagraph 2(b)(iii), from

   such company.

   Non-cash awards such as trips, appliances, gift certificates,

   etc., and associated tax gross-up payments where applicable,

   which may be mandated by the Internal Revenue Code to be imputed

   to employees as taxable income, do not meet this Plan's

   definition of Compensation eligible for inclusion in pension

   calculations and shall be excluded from pension calculations.

   In addition, cash payments made to employees which do not meet

   the requirements of incentive compensation payments under the

   departmental incentive compensation payment plans are not

   eligible for inclusion in pension calculations.

   (iv)  Notwithstanding any other provision of this Paragraph 2,

   if during any period or periods of time on or after October 1,

   l980 and during or prior to the applicable averaging period,

   determined in accordance with Subparagraph 2(b)(ii)(1) above, an

   employee was employed on a part-time basis, the compensation, as

   defined in Subparagraph 2(b)(iii) above, of such an employee for

   any period of part-time employment during the applicable

   averaging period shall be considered to be the compensation such

   employee would have been eligible to receive as an equivalent

   full-time employee during such period of part-time employment;

   and provided, further, that the term of employment of an

   employee who was employed on a part-time basis during any period

   or periods of time on or after October 1, l980 and during or

   prior to the applicable averaging period shall be prorated, for

   such

                                     Page 29


SECTION 4.  PENSIONS (Continued)                            SNETMPP

   period or periods of part-time employment, based on a ratio

   which shall be determined by dividing the number of such

   employee's regular work hours as noted on the Participating

   Company's official service record card, excluding any overtime

   hours, during such period of part-time employment by the number

   of hours, excluding any overtime hours, the employee would have

   worked had such employee been a regular full-time employee

   during such period of part-time employment; and provided,

   further, that for purposes of determining the adjusted career

   income under Subparagraph 2(b)(ii)(l)(C), the employee's average

   annual compensation shall equal the greater of (l) the amount

   determined using the rule set forth above in this Subparagraph

   2(b)(iv) or (2) the amount determined without reference to the

   rule set forth above in this Subparagraph 2(b)(iv).

      c. Coverage Under SNETPP

      The monthly pension benefit of an employee who was previously

   covered under the SNETPP shall equal the sum of (l) the pension

   benefit determined, for all credited service under such other

   plan, in accordance with the provisions of such other plan, as

   in effect on the last date such employee was covered by such

   other plan, plus (2) the pension benefit determined, for all

   credited service such employee was covered by this Plan, in

   accordance with the provisions of this Plan.  Upon completion of

   three years continuous employment under this Plan, such employee

   shall receive the greater of the pension benefit determined

   pursuant to the preceding sentence or the pension benefit

   determined solely in accordance with the provisions of this Plan

   for all credited service under both plans.  An employee's Cash

   Balance Account ("CBA") shall continue to be available for

   distribution in accordance with the interest rate and

   distribution provisions of the SNETPP; provided, however, the

   monthly pension benefit payable under this plan shall be reduced

   by the annuity value of such CBA at the time of the CBA

                                     Page 30


SECTION 4.  PENSIONS (Continued)                            SNETMPP

   distribution, whether such CBA is payable in a lump sum payment

   or as an annuity, to the extent required to provide that such

   employee receives the pension benefit payable in accordance with

   the provisions of this Plan and the SNETPP.  For purposes of

   determining an employee's term of employment under such other

   plan, there shall be counted only the term of employment under

   such other plan as of the last date the employee was covered by

   such other plan, which would have been counted by such other

   plan had the employee been covered by such other plan during the

   period the employee is covered by this Plan.

      d. Coverage Under Predecessor Plan or Prior Service Under

      this Plan or in accordance with the Mandatory Portability

      Agreement

      The pension benefit of an employee who was previously covered

   by the Predecessor Plan, or by a different formula or provision

   previously available under this Plan, or, if eligible for the

   Mandatory Portability Agreement ("MPA"), by a plan maintained by

   a company subject to the MPA, shall equal the sum of (l) the

   pension benefit determined, for all prior credited service under

   such other plan or under a previous formula or provision of this

   Plan, in accordance with the provisions of such other plan or

   formula, as in effect on the last date such employee was covered

   by such other plan or formula, plus (2) the pension benefit

   determined, for all credited service during which such employee

   was covered by this Plan, in accordance with the provisions of

   this Plan.  Upon completion of three years of continuous

   employment under this Plan, such employee shall receive the

   greater of the pension benefit determined pursuant to the

   preceding sentence or the pension benefit determined solely in

   accordance with the provisions of this Plan for all credited

   service under this plan and all credited service under such

   other plan, or all credited service under a previous formula or

   provisions of this plan.

                                     Page 31



SECTION 4.  PENSIONS (Continued)                          SNETMPP

e. Early Retirement Discount

      The monthly pension benefit, determined in accordance with

   the provisions of this Paragraph 2, for each employee who is

   granted a service pension for reasons other than total

   disability as a result of sickness or injury, shall be reduced

   by one-half percentum (0.5%) for each calendar month or part

   thereof by which his age at time of retirement is less than 55

   years, except that each employee retired with thirty (30) or

   more years of credited service shall receive a monthly pension

   allowance reduced by one-quarter percentum (0.25%) for each

   calendar month or part thereof by which such employee's age at

   the time of retirement is less than 55 years.

      (i) Pension Deferral Option (PDO): An employee who terminates

          employment on or after September 8, 1993 and whose

          pension payments will be reduced in accordance with the

          early retirement discount provisions are eligible for the

          pension deferral option (PDO) provisions.  The PDO

          automatically begins on the day following an eligible

          employee's termination of employment date, and ends on

          the earliest of: 1) the date the employee voluntarily

          elects to begin receiving his discounted service pension,

          2) the employee's 55th birthday, 3) the date the employee

          is rehired by SNET as a regular or provisional regular

          employee or by a former Bell System Company if such

          employee is covered by the Mandatory Portability

          Agreement, 4) the date of the employee's death, or 5) the

          date an employee elects to commence receipt of a Cash

          Balance Account distribution.  For employees who are

          eligible for the transitional retirement status ("TRS")

          and whose TRS ends pursuant to Subparagraph (a) of

          Paragraph 1(j) of this Section 4, the election of whether

          to begin or defer commencement of the pension payments

          shall be made at the end of the TRS when such individual

          attains eligibility for a discounted service pension.  If

                                     Page 32



SECTION 4.  PENSIONS (Continued)                             SNETMPP

          an employee does not meet the eligibility criteria for a

          discounted service pension as described in this Paragraph

          2(e), such employee shall not be eligible for the PDO.

          While the PDO is in effect, the employee shall be treated

          as a retiree for all retiree benefit coverages except

          that the monthly pension payments will not be payable

          until the retiree elects to begin receiving such

          payments, or reaches age 55, whichever comes first.

          Pension payments shall be payable beginning the day

          following the employee's termination of employment date

          if the employee notifies SNET in writing of his election

          to commence such pension payments, on a form to be

          provided for such purpose, prior to the termination of

          employment date or within the 90 day election period (as

          defined in Section 4, Paragraph 3(ii)), whichever is

          later.  If the employee elects to begin receiving his

          pension payments after the 90 day election period, the

          pension payments shall be payable beginning the day SNET

          receives the election form.  If the retiree should die

          prior to commencement of the pension payments, survivor

          annuity pension benefits shall be payable immediately

          upon the death of the employee to the spouse, if any, to

          which the employee was legally married on the date of

          employee's death.  The surviving spouse's pension

          payments will be calculated as if the employee had

          elected to commence receipt of the pension payments on

          the date of employee's death, and the early retirement

          discount will apply based on the employee's actual age on

          that date.

   f.  Deferred Vested Pension Amount

      The monthly pension benefit for each person eligible for a

   deferred vested pension under the provisions of Paragraph 1(b)

   of this Section 4 shall be calculated exclusively in accordance

   with the provisions specified

                                     Page 33



SECTION 4.  PENSIONS (Continued)                            SNETMPP

   as applicable to those receiving a pension under Paragraph 1(a)

   or 1(c) of this Section 4 effective as of the date such person

   leaves the service of a Participating Company other than for

   reasons of transfer to another Participating Company, and, in

   any case, as if such person had retired on such date and no

   recomputation of the pension shall be made after such date or as

   a result of amendments made to this Plan subsequent to such

   date.  An employee who leaves the service of a Participating

   Company with eligibility for a deferred vested pension in

   accordance with Paragraph l(b) of this Section but is not

   entitled to any other class of pension shall not be considered a

   pensioner or a retired employee.

   g. No Reductions

      Regardless of the application of any of the provisions of

   this Paragraph 2 of Section 4, in no event shall the total

   monthly pension benefit of any employee determined as of any

   time be less than the total monthly pension benefit of such

   employee determined as of any earlier time under this Plan, the

   SNETPP, any Predecessor Plan, or to the extent an employee's

   service with a company covered by the Mandatory Portability

   Agreement ("MPA") is recognized, the plan maintained by such

   company.

   h. Pension Benefits Under Other Plans

      The pension benefit otherwise determined under this Paragraph

   2 with respect to an employee shall be reduced by such

   employee's pension allowance under the SNETPP or a plan

   maintained by a company covered by the MPA.

   i. Service Beyond Normal Retirement Age

      Service after the last day of the month in which an employee

   attains the Normal Retirement Age shall be credited in

   determining entitlement to or computation of the amount of a

   pension under this Plan.

                                     Page 34


SECTION 4.  PENSIONS (Continued)                            SNETMPP

   j.  1989 Special Increase

      (i)  Effective January 1, 1989, the monthly service and

   disability pension payments, as determined under this Paragraph

   2 and, if applicable, Paragraph 3 of this Section 4, of persons

   retired prior to December 31, 1988 shall be increased by one

   forty-second of 6.25% for each calendar month or part thereof

   from July 1, 1985 or the effective date of their pension,

   whichever is later, to December 31, 1988, inclusive.  No

   increase shall be made in deferred vested pensions under

   Paragraph 1(b) of this Section 4.

      (ii) For purposes of this Subparagraph (j), references to

   provisions of this Plan shall also be deemed to refer to

   comparable provisions of the Predecessor Plan.

   k. Minimum Benefit

             Notwithstanding any other provision of the Plan and only for

           purposes under the Plan of (i) determining a participant's

         eligibility for a service pension, or a disability pension, and

            for participants with five years of service or more as of

          November 1, 1987, eligibility for a deferred vested pension,

           (ii) calculating the amount of a participant's pension, and

          (iii) determining the application and amount, if any, of the

         early retirement discount under Subparagraphs 2(e) or 1(b)(iii)

           of Section 4, a participant's eligibility for a pension (in

         accordance with (i) above) shall be based on, and the amount of

         a participant's pension benefit shall equal, the greater of the

          eligibility and benefit determined on the basis of either (A)

          the provisions of the Plan as of any applicable time, without

          reference to this Subparagraph 2(k), or (B) the participant's

         years of service, term of employment and age as of November 1,

        1987 (including service after the last day of the month in which

        an employee attains the Normal Retirement Age) increased by five

            years, not taking into account any Plan amendments or any

          compensation paid to the participant on or after November 1,

                             1987; provided, 
                             
                             Page 35


SECTION 4.  PENSIONS (Continued)                               SNETMPP

   however, that this Subparagraph 2(k) shall not apply to any

   individual who is not a participant in the Plan as of November

   1, 1987 nor any individual who is at the department level or

   equivalent fifth level of management or above on November 1,

   1987.

   l. 1987 Special Increase

      Notwithstanding any other provision of the Plan, the pension

   benefit of any participant who elects, during the period October

   1, 1987 through November 16, 1987, inclusive, to retire and

   retires with a service pension during the period of November 1,

   1987 through December 30, 1987, inclusive, shall, as of the

   pension effective date, be increased by five percent from what

   such pension benefit would be without reference to this

   Subparagraph l; provided, however, that should more than a

   specified number or percentage, as determined by the Company

   with the concurrence of the Committee, of any group of employees

   in the same department, the same level, the same job title and

   classification, or the same geographical location elect to

   retire in accordance with the provisions of this Subparagraph

   2(l) during the period from November 1, 1987 through December

   30, 1987, inclusive, the Company, may, with the concurrence of

   the Committee, determine that a specified number of such

   participants, the identity of whom shall be based on seniority,

   may delay their retirement for a period ending no later than

   September 30, 1988 and retain eligibility for the five percent

   increase.  A participant may elect with spousal consent, in lieu

   of receiving the five percent supplemental monthly pension

   benefit as described above, a lump sum amount, payable within

   ninety days of the date of retirement, equal to the actuarial

   present value of such five percent single life supplemental

   monthly benefit (without reference to whether such supplemental

   monthly benefit would be payable as a joint and survivor

   annuity).  The lump sum amount described in the immediately

   preceding sentence shall be determined

                                     Page 36


SECTION 4.  PENSIONS (Continued)                            SNETMPP

   by multiplying the supplemental monthly benefit amount by the

   applicable factor in the table set forth below in this

   Subparagraph 2(l).  This Subparagraph 2(l) shall not apply to

   any individual who is at the department level or equivalent

   fifth level of management or above on November 1, 1987 or later.

                           LUMP SUM CONVERSION FACTORS

Applied to Supplemental Monthly Benefit Amount determined in
Subparagraph 2(l) using an Interest Rate Basis of 7.50%.
      Actual Years of Age As Of
        Pension Effective Date        Factor
                40                    148.99
                41                    147.95
                42                    146.84
                43                    145.66
                44                    144.43
                45                    143.14
                46                    141.79
                47                    140.37
                48                    138.88
                49                    137.32
                50                    135.67
                51                    133.92
                52                    132.07
                53                    130.12
                54                    128.08
                55                    125.94
                56                    124.94
                57                    123.78
                58                    122.45
                59                    120.93
                60                    119.28
                61                    117.48
                62                    115.52
                63                    113.44
                64                    111.23
                65                    108.95
                66                    106.56
                67                    104.01
                68                    101.38
                69                     98.72
                70                     95.96
   m. Extension of Minimum Benefit Eligibility Provisions

      Notwithstanding any other provision of the Plan and only for

   purposes under the Plan of determining a participant's

   eligibility for a service pension, discounted service pension or

   disability pension for retirements effective on or

                                     Page 37


SECTION 4.  PENSIONS (Continued)                              SNETMPP

   after July 8, 1991, a participant's eligibility for a pension

   shall be based on the greater of the eligibility determined on

   the basis of either (A) the provisions of the Plan as of any

   applicable time, without reference to this Subparagraph 2(m), or

   (B) the participants's years of service, term of employment and

   age as of November 1, 1987 (including service after the last day

   of the month in which an employee attains the Normal Retirement

   Age) increased by five years; provided, however, that this

   Subparagraph 2(m) shall not apply to any individual who is not a

   participant in the Plan as of July 8, 1991 nor any individual

   who is at the department level or equivalent fifth level of

   management or above as of such date.

   n.  1991 Special Increase

           Notwithstanding any other provision of the Plan, the pension

          benefit of any participant who elects, during the period July

          31, 1991 through September 13, 1991, inclusive, to retire and

         retires with a service or discounted service pension during the

           period of July 8, 1991 through October 18, 1991, inclusive,

          shall have his service pension increased by ten percent from

         what such pension benefit would have been without reference to

           this Subparagraph 2(n) and without any reduction for early

        retirement; provided, however, that should more than a specified

           number or percentage, as determined by the Company with the

         concurrence of the Committee, of any group of employees in the

             same department, the same level, the same job title and

           classification, or the same geographical location elect to

          retire in accordance with the provisions of this Subparagraph

         2(n) during the period from July 31, 1991 through September 13,

          1991, inclusive, the Company may, with the concurrence of the

              Committee, determine that a specified number of such

         participants, the identity of whom shall be based on seniority,

          may delay their retirement for a period ending no later than

          December 20, 1991 and retain eligibility for the 1991 Special

        Increase; and provided further that this Subparagraph 2(n) shall

          not apply to any individual who is not a participant 
          
                                    Page 38



SECTION 4.   PENSIONS (Continued)                                SNETMPP

   in the Plan as of July 8, 1991 nor any individual who holds the

   title of senior vice president or above.  A participant may

   elect with spousal consent, in lieu of receiving the ten percent

   lifetime increase in the monthly pension benefit (and any

   associated survivor annuity benefit) as described above, a

   benefit (which is the actuarial equivalent of the 10% lifetime

   annuity) of either (i) a twenty-five percent supplemental

   monthly pension benefit payable commencing at retirement for a

   maximum of sixty months or (ii) a forty percent supplemental

   monthly pension benefit payable commencing at retirement for a

   maximum of 36 months; provided, however, that if a participant

   elects (i) or (ii) above and dies prior to receiving the maximum

   monthly payments, a lump sum payment shall be made to the

   participant's estate equal to the difference between the

   supplemental monthly pension benefits paid as of the date of the

   participant's death, and the maximum supplemental monthly

   pension benefit the participant was eligible to receive.

   

The pensions herein specified in this Paragraph 2 are subject to

all applicable provisions of this Plan.

                                     Page 39


SECTION 4.  PENSIONS (Continued)                          SNETMPP

 3. Survivor Annuities

Unless otherwise noted, the following provisions apply to the

survivor annuities provisions in this Paragraph 3.

    i. Spousal Consent Requirement:  An election to waive the

       survivor annuity provisions shall not take effect unless (1)

       the spouse consents in writing to waive the spouse's rights

       to a pension under the Plan and such waiver is notarized by

       a notary public or witnessed by a Plan representative, or

       (2) it is established to the satisfaction of the Committee

       that the spouse's consent cannot be obtained because of such

       circumstances as prescribed in the Internal Revenue Code and

       in regulations under the Internal Revenue Code.

   ii. 90 Day Election Period:  The election period shall be the 90-

       day period prior to annuity starting date (commencement of

       pension payments), or the 90-day period following the date

       of mailing or personal delivery of a description of the

       survivor annuity to the employee, if later.

  iii. Written Explanation of Election and Consent:  Upon notice of

       a participant's termination of employment, but no earlier

       than 90 days prior to such termination of employment, a

       participant shall be supplied with a written explanation of

       (a) the terms and conditions of the reduced 50 percent joint

       and survivor annuity, (b) the participant's right to elect a

       single-life pension in lieu of the reduced 50 percent joint

       and survivor annuity subject to the spouse's consent, (c)

       the participant's right to reinstate coverage under the

       reduced 50 percent joint and survivor annuity prior to the

       pension commencement date by revoking an election of a

       single-life pension, (d) the amount of the single-life and

       reduced joint and survivor annuities, and (e) the

       participant's right to defer receipt of pension

       distributions until attainment of normal retirement age.

                                      Page 40

SECTION 4.  PENSIONS (Continued)                              SNETMPP

iv. Annuity Starting Date; Consent to Receive Distributions: The

    annuity starting date is the first day of the first period for

    which an amount is paid as an annuity or any other form.  For

    purposes of this plan, pension payments shall be payable

    beginning the day following the employee's termination of

    employment date if the employee notifies SNET in writing of his

    election to commence such pension payments and his survivor

    annuity election decision, on a form to be provided for such

    purpose, prior to the termination of employment date or within

    the 90 day election period, whichever is later.  If the

    employee notifies SNET in writing of his election to begin

    receiving his pension payments after the 90 day election

    period, the pension payments shall be payable beginning the day

    SNET receives the election form.

    v. Alternate Payee:  If a former spouse has been designated as

       an Alternate Payee through a qualified domestic relations

       order ("Order") for purposes of the survivor annuity

       provisions, the term 'spouse' as used in this Paragraph 3

       shall incorporate such former spouse, unless otherwise noted

       herein.

a. Fifty Percent Annuity Option - Service Pensions

       Applicability:  An employee who retires and commences

     receipt of a service pension under the provisions of

     Paragraphs l(a) or 1(d) (regardless of any elections made at

     the time of retirement with a disability pension) or 1(i) or

     1(j) of this Section 4, or who is employed beyond age 70 1/2

     and commences receipt of a service pension under the

     provisions of Paragraph 1(k) of this Section 4 shall elect in

     writing during the 90 Day Election Period upon a form

     prescribed by the Committee, whether or not to have his

     service pension made payable in reduced amounts to him for

     life and in lesser amounts thereafter to a surviving annuitant

     for life, subject to the Spousal Consent Requirement.

                                     Page 41


SECTION 4.  PENSIONS (Continued)                             SNETMPP

     Eligible Annuitant:  The surviving annuitant may only be a

     spouse married to the employee on the pension commencement

     date or a parent, and shall be described in such affirmative

     election by name, date of birth, and address of residence.

     Reduced 50 Percent Joint and Survivor Annuity:  In the event

     of an affirmative election within the 90 Day Election Period,

     or in the absence of any valid election, if the employee had a

     spouse on both the date of retirement and the pension

     commencement date, as required by law, the survivor annuity

     shall be deemed to have been elected, and the amount of

     service pension otherwise payable under this Plan to the

     retired employee shall be reduced to ninety percentum (90%) of

     such amount.  The amount to be paid the annuitant for as long

     as such annuitant survives such employee shall be computed as

     of the time of retirement of such employee as an amount equal

     to fifty percentum (50%) of the reduced service pension

     payable to the employee.

     Continuation of Survivor Annuity Upon Conversion from

     Disability to Service Pension (Pursuant to Paragraph 1(d) of

     Section 4):  Notwithstanding any other provision of the Plan,

     if such election is consistent with a previous election made

     at the time of retirement with a disability pension, the

     amount of disability pension payable to such employee on the

     day prior to reaching age 65 shall be the amount of the

     service pension payable upon the employee's 65th birthdate,

     and the amount to be paid the annuitant for as long as such

     annuitant survives such employee shall be the amount which

     would have been payable to such annuitant had the disability

     pensioner attained age 65 on the date of his death after

     conversion of his disability pension to a service pension

     pursuant to Paragraph 1(d) of this Section 4.
                                             
                                     Page 42



SECTION 4.  PENSIONS (Continued)                          SNETMPP

b. Survivor Annuity Option - Disability Pensioners

   (i) For terminations effective August 8, 1977 through December

       31, 1992:

       Applicability:  Any person who leaves the service of a

       Participating Company on or after August 8, 1977 and prior

       to January 1, 1993 and who is entitled to receive a

       disability pension pursuant to the provisions of Paragraph

       l(c) of this Section 4, shall elect in writing during the 90

       Day Election Period prior to the commencement of such

       disability pension whether or not to have his pension made

       payable in reduced amounts for each month commencing at

       retirement and ending on the earlier of the retiree's 65th

       birthdate, recovery or death, subject to the Spousal Consent

       Requirement.

       Eligible Annuitant:  The surviving annuitant may only be a

       spouse married to the disability pensioner on the pension

       commencement date or a parent, and shall be described in

       such affirmative election by name, date of birth, and

       address of residence.

            Reduced 50 Percent Joint and Survivor Annuity:  In the

       event of an affirmative election within the applicable

       election period, or in the absence of any valid election, if

       the disability pensioner had a spouse on both the date of

       retirement and the pension commencement date, and

       accordingly, the survivor annuity is deemed to have been

       elected, the amount of pension otherwise payable under this

       Plan to the disability pensioner upon his retirement on

       disability pension shall be reduced to ninety percentum

       (90%) of such amount.  The amount to be paid the annuitant

       for as long as such annuitant survives such pensioner until

       the pensioner's 65th birthdate shall be computed as of the

       termination of employment date as an amount equal to fifty

       percentum (50%) of the reduced pension payable to the

       pensioner.

                               Page 43



SECTION 4.  PENSIONS (Continued)                             SNETMPP

       Pre-Retirement Survivor Annuity - Death Before Paid From

       Trust Fund:

         -  When continuously married to the same spouse:  An

         election of the survivor annuity provisions which is made

         when the disability pension commences will provide the

         surviving annuitant with 50% of the retiree's pension

         amount payable from Company funds immediately upon the

         death of the retiree until the retiree's 65th birthdate;

         provided, however, that if the surviving annuitant is the

         spouse who was living with the retiree on both the

         retiree's disability pension commencement date and the

         retiree's date of death, the surviving annuitant's pension

         payments shall be payable from the Management Pension Fund

         Account beginning on the retiree's 65th birthday in the

         same amount as the annuitant's pension payable from

         Company funds.

                -   In the event of a divorce:

         If the retiree should obtain a divorce from the named

         annuitant after the disability pension is effective, the

         named annuitant remains eligible for the annuitant pension

         payments from Company funds for the period from the

         retiree's date of death until the retiree's 65th

         birthdate, subject to Paragraph 3(c) of this Section 4.

                -   In the event of a waiver of

         the survivor annuity:  In the event of the death of a

         disability pensioner who made an election to waive this

         option and who leaves a surviving spouse who had been

         married to the disability pensioner for at least the one

         year period prior to and ending on the pensioner's date of

         death, such surviving spouse shall be eligible to receive

         a pre-retirement survivor annuity commencing when the

         pensioner would have become eligible to commence payment

         of a deferred vested pension pursuant to Paragraph 1(b) of

         this Section 4 or the date of the pensioner's death if

         later, or at the spouse's election, deferred to when the

         pensioner would have attained age 65.

                                     Page 44



SECTION 4.  PENSIONS (Continued)                               SNETMPP

         In such event, the pre-retirement survivor annuity shall

         be determined in accordance with Paragraph 3(e)(vii) of

         this Section 4.

  (ii) For terminations September 2, 1974 through December 31,

       1975:

            Applicability:  Any person who left the service of the

       Company with a disability pension pursuant to the provisions

       of Paragraph 1(c) of this Section 4 during the period

       September 2, 1974 to December 31, 1975, inclusive, and who

       had attained the age of forty at the time the disability

       pension commenced, and who was receiving a disability

       pension on August 23, 1984, shall elect in writing during

       the 90 Day Election Period whether or not to have his

       pension made payable in reduced amounts, commencing at age

       sixty-five, for life and in lesser amounts thereafter to a

       surviving annuitant for life in the event of his death,

       subject to the Spousal Consent Requirement.

       Eligible Annuitant:  The surviving annuitant may only be a

       spouse married to the disability pensioner on the date said

       pensioner attains age sixty-five, and shall be described in

       such affirmative election by name, date of birth, and

       address of residence.

            Reduced 50 Percent Joint and Survivor Annuity:  In the

       event of an affirmative election, or in the absence of any

       valid election during the aforesaid election period, if the

       disability pensioner had a spouse on his sixty-fifth

       birthdate, and accordingly, the survivor annuity is deemed

       to have been elected, the amount of pension otherwise

       payable under this Plan to the disability pensioner upon his

       sixty-fifth birthdate shall be reduced to ninety percentum

       (90%) of such amount.  The amount to be paid the annuitant

       for as long as such annuitant survives such pensioner shall

       be computed as of the date of such disability pensioner's

       sixty-fifth birthdate as an amount equal to fifty percentum

       (50%) of the reduced pension payable to the pensioner.  If

       he

                                     Page 45


SECTION 4.  PENSIONS (Continued)                                SNETMPP

       is not living on his sixty-five birthday, there shall be no

       survivor annuity.

 (iii) For terminations effective January 1, 1976 through August 7,

       1977, if pensioner was receiving disability pension on

       August 23, 1984 and died prior to being eligible to elect

       the survivor annuity provisions - Eligible for Pre-

       Retirement Survivor Annuity:  In the event of the death of

       any person who left the service of the Company with a

       disability pension pursuant to the provisions of Paragraph

       1(c) of this Section 4 during the period January 1, 1976 to

       August 7, 1977, inclusive, and who was receiving such

       disability pension on August 23, 1984, and whose death

       occurred prior to being eligible to elect or decline the

       survivor annuity provision under Paragraph 3(b), and who

       leaves a surviving spouse, such surviving spouse shall be

       eligible to receive a preretirement survivor annuity

       commencing at such time as the disability pensioner would

       have been eligible to elect the survivor annuity provision

       and payable for as long as such annuitant survives such

       pensioner.  Such disability pensioner would have been

       eligible to elect or decline the survivor annuity provision

       on his fifty-fifth birthdate if the term of employment had

       been twenty or more years on the effective date of pension,

       or on his sixty-fifth birthdate if the term of employment

       had been less than twenty years on the effective date of

       pension.

       Reduced 50 Percent Survivor Annuity:  The amount of the

       preretirement survivor annuity shall be calculated as

       follows: the pension payable under this Plan as determined

       at the date of death shall be reduced to ninety percentum

       (90%) of such amount; the amount to be paid the annuitant

       shall be an amount equal to fifty percentum (50%) of such

       reduced pension.

                                     Page 46


SECTION 4.  PENSIONS (Continued)                              SNETMPP

  (iv) Irrevocable Decision:  An election once in effect under this

       Paragraph 3(b) whether affirmative or negative, and whether

       express or constructive, shall, unless such pensioner

       recovers or returns to the service of a Participating

       Company, be irrevocable, except as provided in Paragraphs

       1(d) or 3(c) of this Section 4.  Except as expressly

       provided in this Paragraph 3(b), there shall be no annuity

       to any survivor of a disability pensioner.

   (v) Conversion of Survivor Annuity at age 65:  In the event of

       the death of a disability pensioner prior to attainment of

       age 65 and subsequent to an election for a survivor annuity

       or, in the absence of such an election, such time, if any,

       that a survivor annuity option is deemed elected pursuant to

       Subparagraph 3(b)(i) above, the survivor annuity paid to

       such deceased disability pensioner's annuitant after the

       date on which such pensioner would have attained age 65, had

       he survived, shall be the survivor annuity which would have

       been payable had the disability pensioner attained age 65 on

       the date of his death after conversion of his disability

       pension to a service pension pursuant to Paragraph 1(d) of

       this Section 4 while a survivor annuity election under

       Subparagraph (i) of this Paragraph 3(b) was in effect.

c. Revoking Election, Restoring Pension

   Within 90 Day Election Period:  A survivor annuity election

   (including but not limited to a deferred vested pension joint

   and survivor annuity) once made in accordance with Paragraph 3

   of this Section 4, whether affirmative or negative, may be

   revoked in writing at any time prior to its effective date or

   the end of the 90 Day Election Period, if later; otherwise,

   except as herein provided, it shall be irrevocable.

   Revocation in Qualified Domestic Relations Order ("Order"):  In

   the event an Order which explicitly provides for an irrevocable

   waiver of the survivor

                                     Page 47


SECTION 4.  PENSIONS (Continued)                              SNETMPP

   annuity benefit is received, such election shall be deemed to be

   revoked effective with the date of said Order; provided,

   however, that upon such revocation of the survivor annuity

   benefit, (1) the participant's service, disability or disability

   service pension shall be restored to the full amount before

   reduction for this election, starting with the pension payment

   for the month following the date of said Order, and (2) a

   participant's deferred vested pension shall not be restored to

   the full amount before reduction for this election.

   Revocation of Survivor Annuity for Parent:  A retiree who has

   previously elected a survivor annuity naming a parent as the

   annuitant may have his pension restored to the full amount

   before reduction for this election upon submission of a

   notarized, irrevocable waiver of the survivor annuity benefit by

   the named parent; provided that such restoral shall be effective

   commencing the first day of the month following the month in

   which the waiver is received.

   Revocation Due to Death of Annuitant:  In the event of the death

   of a designated annuitant prior to the effective date of an

   election to have a reduced pension with a survivor annuity, such

   election shall be deemed to be revoked, in which event, subject

   to the conditions and limitations specified in this Paragraph 3,

   the participant may designate another qualified annuitant.  In

   the event the annuitant predeceases a service, disability or

   disability service pensioner after the commencement of the

   retiree's pension payments, the retiree's pension shall be

   restored to the full amount before reduction for this election

   starting with the pension payment for the month following the

   death of the annuitant.  If an annuitant predeceases a deferred

   vested pensioner, his pension shall not be restored to the full

   amount.

                              Page 48



SECTION 4.  PENSIONS (Continued)                            SNETMPP

d. Automatic Survivor Annuity - Prior to Commencement of Pension

   Benefits

   For active employees with 10 or more years of service, or former

   employees in the transitional retirement status or prior to

   commencement of a disability service pension: In the event of

   the death of an employee who leaves a surviving spouse and

   a)  who has completed 10 or more years of service and is

       eligible for a deferred vested pension under paragraph 1(b)

       of this Section 4, or

   b)  who is eligible for a service pension under paragraph 1(a),

       or

   c)  who terminated employment and is in the transitional

       retirement status under paragraph 1(j) of this Section 4 at

       the time of his death, or

   d)  who terminated employment and who was continuously disabled

       in accordance with the provisions of eligibility for a

       disability service pension under paragraph 1(i) of this

       Section 4 and who leaves a surviving spouse who has been

       married to the employee continuously from the termination of

       employment date,

   such surviving spouse shall receive a survivor annuity in the

   amount which would have been payable to such spouse had such

   employee retired on a service pension, regardless of his actual

   eligibility therefore, on the date of his death (or his earlier

   termination of employment date, if applicable), and had elected

   the survivor annuity option pursuant to the terms of Paragraph

   3(a) of this Section 4.

   For active employees with less than 10 years of service and

   eligible for a deferred vested pension; Cash out provisions:  In

   the event of the death of an employee who leaves a surviving

   spouse, who has completed less than 10 years of service and who

   is eligible for a deferred vested pension under Paragraph 1(b)

   of this Section 4 as of his date of death, the present value of

   the automatic survivor annuity provided under this Paragraph

   3(d) shall be paid to a surviving spouse, if such spouse has

   been married to the employee

                                 Page 49



SECTION 4.  PENSIONS (Continued)                            SNETMPP


   throughout the one year period ending on the date of the

   employee's death, in a single lump sum.  If such present value

   is greater than $3,500 (or the limit allowable under the Code),

   the surviving spouse shall receive a monthly annuitant's pension

   at such time as the employee would have been eligible to

   commence receipt of a deferred vested pension in lieu of a lump

   sum distribution, unless the surviving spouse elects to receive

   a lump sum distribution.

   Interest Rates for Cashouts:  Lump sum pension payments for

   surviving spouses payable by reason of this Paragraph 3(d) shall

   be equal to the present value of the annuitant's pension payable

   to the spouse using a discount rate equal to the Pension Benefit

   Guaranty Corporation's immediate and deferred annuity rate for

   Plans terminated as of January 1 of the year in which the lump

   sum is paid and in accordance with the UP84 mortality table.

   Miscellaneous Provisions for Paragraph 3(d): Early retirement

   provisions do not apply; exclusions from eligibility for

   survivor annuity benefits:  For purposes of the automatic

   survivor annuity provided in this Paragraph 3(d), the early

   retirement discount in Subparagraph 2(e) shall not apply.

   Except as provided in this Paragraph 3(d), and in Subparagraph

   3(e)(v), no pension payment shall be made to an annuitant of an

   employee if such employee dies prior to termination from

   service.  Notwithstanding any other provisions of the Plan, the

   automatic survivor annuity provisions of this sub-paragraph

   shall not apply to an employee receiving pension payments

   following the attainment of age 70 1/2.

e. Deferred Vested Pension Joint and Survivor Annuity

       (i)    Applicability - Terminated Employee Reaching Age 65:

       A person who has left the service of a Participating Company

       before the first day of the first month commencing after the

       month of the sixty-fifth birthday, who is eligible upon

       making an election pursuant to Paragraph 1(b) of this

                                     Page 50



SECTION 4.    PENSIONS (Continued)                         SNETMPP

       Section 4 to receive payment of a deferred vested pension,

       and who has filed a written request therefor with the

       Committee, specifying a prospective date (on or after

       attainment of the age of his eligibility) for commencement

       of payment, or who is employed beyond age 70 1/2 and

       commences receipt of a deferred vested pension under the

       provisions of Paragraph 1(k) of this Section 4, shall during

       the 90 Day Election Period elect in writing whether or not

       to have his deferred vested pension made payable in reduced

       amounts to him for life and in amounts equivalent to 50% of

       such reduced amounts thereafter to a surviving annuitant for

       life in the event of his death after the commencement date,

       subject to the Spousal Consent Requirements.

       Early Retirement Reduction Factors with Joint and Survivor

       Annuity:  In the event of such an affirmative election, the

       amount of pension otherwise payable at normal retirement age

       under this Plan to such person shall be reduced by

       multiplying the amount of the deferred vested pension

       otherwise payable by the applicable early retirement factor

       in the table set forth on the next page in this Subparagraph

       3(e)(i).

                                     Page 51


SECTION 4.  PENSIONS (Continued)                             SNETMPP
                                        
Early Retirement Factors (With Joint and Survivor Annuity Election)
Based Upon Completed Years and Months of Age At Commencement of 
Deferred Vested Pension

Completed                     Completed Months of Age
Years
of Age     0     l     2     3     4     5     6     7     8     9   10     11

  50     .20   .20   .20   .20   .21   .21   .21   .21   .21   .22  .22    .22
  51     .22   .22   .22   .22   .23   .23   .23   .23   .23   .24  .24    .24
  52     .24   .24   .24   .24   .25   .25   .25   .25   .25   .26  .26    .26
  53     .26   .26   .26   .27   .27   .27   .28   .28   .28   .28  .29    .29
  54     .29   .29   .30   .30   .30   .30   .31   .31   .31   .31  .32    .32
  55     .32   .32   .32   .33   .33   .33   .33   .33   .33   .34  .34    .34
  56     .34   .34   .35   .35   .35   .35   .36   .36   .36   .36  .37    .37
  57     .37   .37   .38   .38   .38   .39   .39   .39   .40   .40  .40    .41
  58     .41   .41   .42   .42   .42   .43   .43   .43   .44   .44  .44    .45
  59     .45   .45   .46   .46   .46   .47   .47   .47   .48   .48  .48    .49
  60     .49   .50   .50   .5l   .5l   .52   .52   .53   .53   .54  .54    .55
  6l     .55   .56   .56   .57   .57   .58   .58   .59   .59   .60  .60    .6l
  62     .6l   .62   .62   .63   .63   .64   .65   .65   .66   .66  .67    .67
  63     .68   .69   .69   .70   .7l   .7l   .72   .73   .73   .74  .75    .75
  64     .76   .77   .78   .78   .79   .80   .8l   .8l   .82   .83  .84    .84
  65     .85                                                        
  (ii) Eligible Surviving Annuitant of a Deferred Vested Pensioner:

       The Surviving Annuitant of a deferred vested pensioner may

       only be a spouse who has been married to the participant

       throughout the one-year period ending on the earlier of (a)

       the participant's pension starting date, or (b) the date of

       the participant's death; provided, however, if the

       participant marries within one year before the pension start

       date and the participant and the participant's spouse in

       such marriage have been married for at least a one-year

       period ending on or before the date of the participant's

       death, such participant and such spouse shall be treated as

       having been married throughout the one-year period ending on

       the participant's pension starting date. The Surviving

       Annuitant shall be described in such election by name, date

       of birth, and address of residence.

                                     Page 52


SECTION 4.  PENSIONS (Continued)                                 SNETMPP

            Reduced 50 Percent Joint and Survivor Annuity:  After

       such a written request, and if the former employee is living

       after reaching the prospective date for commencement of

       payments so specified in the request, and unless within the

       aforementioned reasonable period he has made a valid

       election in writing not to take the joint and survivor

       annuity, or if it is established that he had no spouse on

       such date, he shall be deemed to have elected such joint and

       survivor annuity.  In cases where a valid election in

       writing not to take such joint and survivor annuity has not

       been received prior to the participant's sixty-fifth

       birthday, the joint and survivor annuity shall be deemed to

       have been elected, effective on his sixty-fifth birthday

       unless it is established that the participant had no spouse

       on that date.  The Alternate Payee provisions apply to

       deferred vested pensions.

 (iii) Election for Active Employee Working Past Age 65:  An

       employee who continues in the service of a Participating

       Company after the end of the month in which his sixty-fifth

       birthday occurs and who is eligible for a deferred vested

       pension pursuant to Paragraph l(b) of this Section 4 and who

       has filed a written request therefor with the Committee,

       specifying a prospective date for commencement of payment,

       shall during the 90 Day Election Period, elect in writing

       whether or not to have his deferred vested pension made

       payable in reduced amounts to him for life and in amounts

       equivalent to 50% of such reduced amounts thereafter to a

       Surviving Annuitant for life in the event of his death after

       leaving the active service of a Participating Company,

       subject to the Spousal Consent Requirement.  In the absence

       of any valid election at the end of the election period, the

       joint and survivor annuity shall be deemed to have been

       elected unless it is established that the employee had no

       spouse on the date his employment terminated.

                                     Page 53



SECTION 4.  PENSIONS (Continued)                               SNETMPP

  (iv) Irrevocable Election:  An election once made under this

       Subparagraph (e), whether affirmative or negative, and

       whether express or constructive, shall be irrevocable except

       as provided in Paragraph 3(c); and unless pursuant to this

       Paragraph 3(e) there shall be no annuity payable to the

       surviving spouse.

   (v) Automatic Survivor Annuity for Active Employee Who Dies

       After Reaching Age 65: In the event of the death after

       normal retirement age of an employee who is eligible for a

       deferred vested pension and who leaves a surviving spouse

       who has been married to the employee throughout the one-year

       period ending on the date of the employee's death, a

       survivor annuity, which would have been payable under

       Subparagraph 3(e)(iii) of this Section 4 had the employee

       left the service of the Participating Company on the date of

       his death and elected a joint and survivor annuity, shall be

       payable to said spouse.

  (vi) Survivor Annuity Elections at age 65 for employees who

       terminated employment September 2, 1974 through December 31,

       1975 and whose pension had not commenced prior to August 23,

       1984:  Any person who left the service of the Company during

       the period September 2, 1974 to December 31, 1975,

       inclusive, and who is eligible upon making an election

       pursuant to Paragraph 1(b) of this Section 4 to receive

       payment of a deferred vested pension, and who had not filed

       a written request therefor with the Committee specifying a

       prospective commencement of pension payment date of prior to

       August 23, 1984, shall elect in writing during the 90 Day

       Election Period whether or not to have his deferred vested

       pension made payable commencing at age sixty-five in reduced

       amounts to him for life and in amounts equivalent to 50% of

       such reduced amounts thereafter to a Surviving Annuitant for

       life in the event of his death after the commencement date,

       subject to the Spousal Consent

                                     Page 54


SECTION 4.  PENSIONS (Continued)                               SNETMPP

       Requirement.  In cases where a valid election in writing not

       to take such joint and survivor annuity has not been

       received prior to the participant's sixty-fifth birthday,

       the joint and survivor annuity shall be deemed to have been

       elected, effective on his sixty-fifth birthday unless it is

       established that the participant had no spouse on that date.

       If he is not living on his sixty-fifth birthday, there shall

       be no survivor annuity.

 (vii) Pre-Retirement Survivor Annuity for vested employees who

       terminated employment after December 31, 1975 and whose

       pension had not commenced prior to August 23, 1984:  In the

       event of the death of any person who left the service of a

       Participating Company after December 31, 1975, and who is

       eligible upon making an election pursuant to Paragraph 1(b)

       of this Section 4 to receive payment of a deferred vested

       pension, and who had not filed a written request therefor

       with the Committee specifying a prospective commencement of

       pension payment date of prior to August 23, 1984, and who

       leaves a surviving spouse who had been married to the former

       employee for at least the one year period prior to and

       ending on the date of death of said former employee, such

       surviving spouse shall be eligible to receive a

       preretirement survivor annuity commencing at such time as

       the former employee would have become eligible to file a

       written request pursuant to Paragraph 1(b) of this Section 4

       to commence payment of a deferred vested pension, or the

       date of death of said former employee if later, and payable

       for as long as such annuitant survives such former employee.

       When Pre-Retirement Survivor Annuity Becomes Payable:  Such

       former employee would have become eligible to file a written

       request pursuant to Paragraph 1(b) of this Section 4 to

       commence payment of a deferred vested pension on his

       fiftieth birthdate if the term of employment had

                                     Page 55



SECTION 4.  PENSIONS (Continued)                            SNETMPP

       been twenty-five or more years on the date his employment

       terminated, on his fifty-fifth birthdate if the term of

       employment had been twenty or more years but less than

       twenty-five years on the date his employment terminated, or

       on his sixty-fifth birthdate if the term of employment had

       been less than twenty years on the date his employment

       terminated.

       Reduced 50 Percent Survivor Annuity:  The amount of pension

       otherwise payable at normal retirement age under this Plan

       to the former employee shall be reduced by multiplying such

       amount of deferred vested pension otherwise payable by the

       applicable early retirement factor in the table set forth in

       Subparagraph 3(e)(i) of this Section 4, based on the age the

       former employee would have attained as of the date of the

       commencement of the preretirement survivor annuity, and the

       amount of the preretirement survivor annuity shall be

       equivalent to 50% of such reduced amount.

(viii) 1991 Special Early Commencement-Deferred Vested Pension

       Survivor Annuity

       Notwithstanding any other provision of the Plan, any

       participant who is eligible for a deferred vested pension at

       normal retirement age and who elects, during the period July

       31, 1991 through September 13, 1991, inclusive, to terminate

       employment with a Participating Company, and who terminates

       employment during the period July 8, 1991 through October

       18, 1991, inclusive, (or through December 20, 1991 if

       extended in accordance with Section 4, Paragraph 1(b) (vi)),

       and who elects in writing to have his deferred vested

       pension commence upon the termination of employment in

       reduced amounts, shall within the 90 Day Election Period

       elect in writing whether or not to have his deferred vested

       pension made payable in reduced amounts to him for life and

       in amounts equivalent to 50% of such reduced amounts

       thereafter to a Surviving Annuitant for life in the event of

       his death after the commencement date, subject to the

       Spousal

                                     Page 56



SECTION 4.  PENSIONS (Continued)                              SNETMPP

       Consent Requirement.  In the event of such an affirmative

       election, or in the absence of any valid election, the

       amount of pension otherwise payable at normal retirement age

       under this Plan to such person shall be reduced by

       multiplying the amount of the deferred vested pension

       otherwise payable by the applicable early retirement factor

       in the table set forth below.

           1991 SPECIAL EARLY COMMENCEMENT OF DEFERRED VESTED PENSION

               FACTORS (WITH JOINT AND SURVIVOR ANNUITY ELECTION)

                  BASED UPON COMPLETED YEARS AND MONTHS OF AGE

                   AT COMMENCEMENT OF DEFERRED VESTED PENSION

Completed                   Completed Months of Age
  Years
  of Age   0     1     2     3     4     5     6     7     8     9    10    11
  Prior
  to 58   .43

    58    .43   .43   .43   .43   .43   .43   .43   .43   .44   .44   .44   .45

    59    .45   .45   .46   .46   .46   .47   .47   .47   .48   .48   .48   .49

    60    .49   .50   .50   .51   .51   .52   .52   .53   .53   .54   .54   .55

    61    .55   .56   .56   .57   .57   .58   .58   .59   .59   .60   .60   .61

    62    .61   .62   .62   .63   .63   .64   .65   .65   .66   .66   .67   .67

    63    .68   .69   .69   .70   .71   .71   .72   .73   .73   .74   .75   .75

    64    .76   .77   .78   .78   .79   .80   .81   .81   .82   .83   .84   .84

    65    .85

f. 1989 Special Increase

        (i) Effective January 1, 1989, the present and/or future monthly

            payment of a surviving annuitant: (1) of a person retired

               prior to December 31, 1988 under the provisions of

           Subparagraph (a) of Paragraph 1 of this Section 4; (2) of a

           person who died prior to December 31, 1988 while in active

           service; (3) of a person retired prior to December 31, 1988

           under the provisions of Subparagraph (c) of Paragraph 1 of

                           this Section 4 who  
                           
                           Page 57


SECTION 4. PENSIONS (Continued)                                SNETMPP

       has made an election under the provisions of Subparagraph

       (b) of this Paragraph 3 inclusive, shall be increased by the

       same percentage as the related pension was or would have

       been increased under the provisions of Paragraph 2(j) of

       this Section 4.  No increase shall be made in the present or

       future monthly payment to an annuitant who derives

       entitlement to such annuity under the provisions of

       Subparagraph (e) of this Paragraph 3.

  (ii) For purposes of this Subparagraph (f), references to

       provisions of this Plan shall also be deemed to refer to

       comparable provisions of the Predecessor Plan.

g. Survivor Annuity Option for Employees Eligible for Disability

Service Pension

   (1) Election of Joint and Survivor Annuity When Pension Payments

       Commence: Any employee who leaves the service of a

       Participating Company and who is eligible to receive a

       disability service pension pursuant to the provisions of

       Paragraph l(i)(1) or (2) of this Section 4, shall elect in

       writing during the 90 Day Election Period (which shall be

       prior to the commencement of such disability service pension

       payments, in accordance with Paragraph 3(ii) of this Section

       4) whether or not to have his pension made payable in

       reduced amounts for each month commencing when such pension

       becomes payable and ending on the retiree's death to provide

       a survivor annuity pursuant to and in accordance with the

       provisions of Paragraph 3(a) of this Section 4, subject to

       the Spousal Consent Requirement.

   (2) Automatic Survivor Annuity Benefits If Dies Prior to Pension

       Commencement and Continuously Married to Same Spouse:  If an

       employee remains eligible for a disability service pension

       pursuant to the provisions of Paragraph l(i)(1) or (2) of

       this Section 4 and dies prior to commencement of such

       pension, and was married to the same spouse continuously

       from the

                                     Page 58


SECTION 4.  PENSIONS (Continued)                              SNETMPP

       termination of employment date through the date of the

       employee's death, the automatic survivor annuity of

       Paragraph 3(d) of this Section 4 shall be payable.  Such

       automatic survivor annuity shall be calculated in the same

       manner as would have been calculated if such employee had

       died on the last day on the active payroll, and would

       include any pension increases granted for service pensioners

       during the period from the termination of employment date to

       the date of the former employee's death.  An automatic

       survivor annuity pursuant to the provisions of this

       Subparagraph 2 shall not be eligible for designation as

       payable to an Alternate Payee pursuant to a domestic

       relations order.

   (3) Pre-Retirement Survivor Annuity Benefits If Employee Dies

       Prior to Pension Commencement and Marries After Termination

       of Employment Date:  If an employee remains eligible for a

       disability service pension pursuant to the provisions of

       Paragraph l(i)(1) or (2) of this Section 4, and he marries

       or remarries following the termination of employment date,

       and such employee dies prior to commencement of such

       disability service pension, a surviving spouse living with

       the employee as of the date of death shall be eligible for

       an annuitant pension pursuant to the Deferred Vested Pension

       Joint and Survivor Annuity provisions of Paragraph 3(e) and

       payable when the employee would have reached age 65.  An

       Alternate Payee of an employee who was married on or before

       the employee's termination of employment date may, pursuant

       to a qualified domestic relations order, be entitled to

       benefits pursuant to this Subparagraph 3.

h. Survivor Annuity Option for Retirees Electing the Pension

Deferral Option

   (1) Election of Joint and Survivor Annuity When Pension Payments

       Commence:  Any employee who leaves the service of a

       Participating Company and who is eligible to receive a

       discounted service pension pursuant to the provisions of

       Paragraph l(a) and 2(e) of this Section 4, and who elects

                                     Page 59


SECTION 4.  PENSIONS (Continued)                               SNETMPP

       the Pension Deferral Option (PDO) provisions of Paragraph

       2(e)(i), shall elect in writing during the 90 Day Election

       Period (which shall be prior to the commencement of such

       service pension payments, in accordance with Paragraph

       3(ii)) whether or not to have his pension made payable in

       reduced amounts for each month commencing when such pension

       becomes payable and ending on the retiree's death to provide

       a survivor annuity pursuant to and in accordance with the

       provisions of Paragraph 3(a) of this Section 4, subject to

       the Spousal Consent Requirement.

   (2) Automatic Election of Joint and Survivor Annuity If Dies

       Prior to Pension Commencement:  If the retiree should die

       prior to commencement of the pension payments, survivor

       annuity pension benefits shall be payable immediately upon

       the death of the employee to a spouse to which the employee

       was legally married on the date of employee's death.  The

       surviving spouse's pension payments will be calculated as if

       the employee had elected to commence receipt of the pension

       payments on the date of employee's death, and the early

       retirement discount will apply based on the employee's

       actual age on that date.

4. Monthly Payments

   Pensions shall be payable monthly or at such shorter periods as

the Committee may determine in each case.

5. Duration Of Payments; Commencement of Benefits

   Except as provided in Paragraphs 1(h), 1(i), 1(j) and 1(k),

Paragraph 2(e)(i), Paragraph 3 and Paragraph 6 of this Section,

service and deferred vested pensions granted shall continue from

the date the employee elects to commence receipt of such service

pension or deferred vested pension payments to death of the

employee, or, in cases where a payment is made prior to

notification of death, through the end of the month in which death

occurs.
  

                                Page 60

                                        

SECTION 4.  PENSIONS (Continued)                              SNETMPP

Unless the participant elects otherwise, distribution of the

benefits will begin no later than the 60th day after the latest of

the close of the plan year in which (1) the participant attains the

Normal Retirement Age); (2) the tenth anniversary of the year in

which the participant commenced participation in the Plan; or (3)

the participant terminates service with the Company.

Notwithstanding the foregoing, the failure of a participant and

spouse to consent to a distribution while a benefit is immediately

distributable shall be deemed to be an election to defer

commencement of payment of any benefit, pursuant to the provisions

of Paragraph 3(iv) of Section 4 of this Plan.

6. Treatment During Subsequent Participating Company Employment

   a. Employment classification as a regular or provisional regular

   employee with any Participating Company shall suspend the right

   of a retired employee, a person receiving a deferred vested

   pension, or a person otherwise entitled to receive a service or

   deferred vested pension, to pension payments during the period

   he continues in such employment; provided, however, that such

   suspension shall not apply to the pension of an employee who is

   reemployed and during any calendar month completes less than 40

   hours of service.  Any such suspension imposed in accordance

   with this Paragraph 6(a) shall constitute a permanent

   withholding of the amount so suspended.  Notwithstanding any

   other provision of the Plan, such suspension shall not apply to

   the pension of a retired employee, a person receiving a deferred

   vested pension, or a person otherwise entitled to receive a

   service or deferred vested pension, when such person is

   reemployed by a Participating Company prior to January 1, 1990

   for one hour or more in ten weeks or less in any calendar year;

   provided, however, that such person shall be treated as a

   retired employee or a person receiving a deferred vested pension

   for all other purposes under the Plan including but not limited

   to payment or accrual of any benefit.  Notwithstanding any other

                                     Page 61



SECTION 4.  PENSIONS (Continued)                             SNETMPP

   provision of the Plan, such suspension shall not apply to the

   pension of a retired employee receiving a Service Pension under

   the provisions of Section 4, paragraph 1(a) who is rehired by a

   Participating Company during the period January 1, 1990 through

   December 31, 1992, inclusive; provided, however, that such

   person shall be treated as a retired employee for all other

   purposes under the Plan including but not limited to payment or

   accrual of any benefit.  Employment with any Participating

   Company on a temporary basis through the SNET Job Bank Program

   on or after January 1, 1993 shall not suspend the pension

   benefits of any service or deferred vested pensioner who is

   receiving pension payments.

   b. If, during any subsequent employment of an employee in any

   Participating Company, the employee's prior service with the

   Participating Company or any other Participating Company or

   service credited in accordance with the SNETPP or the Mandatory

   Portability Agreement is included in his term of employment for

   purposes of computation of pension, any previous eligibility for

   a pension hereunder shall cease; provided, however, that if such

   prior pension benefits or a portion of such prior pension

   benefits were previously distributed in a lump sum payment, upon

   subsequent termination of employment, the pension benefits will

   be recalculated using the pension formula in effect as of the

   termination date and all credited service (including vesting

   service), and the annuity value of the pension benefits

   previously distributed in a lump sum payment shall be deducted

   from the recalculated pension amount with the difference, if

   any, payable in accordance with the service or deferred vested

   pension provisions and provided, further, that if such prior

   pension benefits commenced early in accordance with the

   provisions of Paragraph 1(b)(vi) of this Section 4 or similar

   provisions under the SNETPP, the pension benefits will be

   recalculated using the pension formula in effect as of the

   termination date

                               Page 62



SECTION 4.  PENSIONS (Continued)                          SNETMPP

   and all credited service (including vesting service), to

   determine the deferred vested pension payable at age 65; which

   value shall be compared to the value of resuming the pension

   payments payable in accordance with such Paragraph 1(b)(vi) or

   SNETPP provisions, and the greater value in pension benefits

   shall be payable as described below.

      (i)   If the prior pension benefit provides a greater value

            in pension benefits, that pension amount shall

            immediately resume upon subsequent  termination of

            employee, with no additional pension benefits for

            service accrued during the current period of

            employment.

     (ii)   If the recalculated deferred vested pension

            payable at age 65 provides a greater value in pension

            benefits, the prior pension benefit calculated in

            accordance with Paragraph 1(b)(vi) shall be rescinded

            unless such employee irrevocably elects to have such

            prior pension benefit resume immediately upon

            subsequent termination of employment, thereby waiving

            additional pension benefits for service accrued during

            the current period of employment.

     (iii)  If the employee accrues enough service credit

            to become eligible for a service pension, the prior

            pension benefit will be rescinded and the service

            pension will be payable upon such subsequent

            termination of employment, in accordance with the

            provisions of this Plan.

      c. If, during any subsequent employment of an employee in

      any Participating Company, the obligation with respect to the

      employee's pension benefits has been transferred to the

      SNETPP, any eligibility for a pension hereunder shall cease.

      The obligation with respect to an employee's pension benefits

      shall be transferred to the SNETPP on the

                                     Page 63



SECTION 4.   PENSIONS (Continued)                         SNETMPP

      earlier of (l) March 3l of the year following the year which

      includes the date as of which the employee's prior service

      with any Participating Company is included in his term of

      employment for purposes of computation of pension under the

      SNETPP, or (2) the last day of the first month following the

      month in which the employee dies or retires, if such death or

      retirement occurs after the date as of which the employee's

      service with a Participating Company is included in his term

      of employment for purposes of computation of pension under

      the SNETPP.

      d. Notwithstanding any other provision of the Plan, the

      pension benefit of an individual who previously left the

      service of a Participating Company with a deferred vested

      pension, discounted in accordance with Paragraph 1(b) of this

      Section 4, and who returns to the service of a Participating

      Company shall be recomputed to reflect an adjustment for the

      period of suspension of pension benefits imposed in

      accordance with Paragraph 6(a) of this Section 4.  Any such

      adjustment shall be determined in accordance with the

      following formula:

              BXCXD
           A=   E
   Where
   A = adjusted benefit;
   
   B = reduction factor at age of initial early commencement of
   pension payments in accordance with the table set forth in
   Subparagraph 1(b) (iii) or 3(e)(i), as applicable;
   
   C = accrued benefit at initial early commencement of pension
   payments;

   D = reduction factor at age of final commencement of pension
   payments with respect to which pension is being computed, in
   accordance with the table set forth in Subparagraph 1(b)(iii) or
   3(e)(i), as applicable; and
   
   E = reduction factor at age of reemployment in accordance with
   the table set forth in subparagraph 1(b)(iii) or 3(e)(i), as
   applicable.
   The adjusted benefit determined in accordance with the formula

   above shall be added to the amount of any benefit accrued during

   the period of reemployment and such sum shall equal the

   individual's total pension benefit 
   
                                  Page 64



SECTION 4.   PENSIONS (Continued)                        SNETMPP

   to be paid subsequent to the individual's final termination from

   service date.

   e. If the pension benefit of an individual has been suspended in

   accordance with the provisions of Paragraph 6(a) above, such

   pension benefit shall resume no later than the first day of the

   third calendar month after the calendar month in which the

   individual was last employed for 40 or more hours of service by

   a Participating Company.  The initial payment upon the

   resumption of pension benefits in accordance with this Paragraph

   6(e) shall include the pension benefit amount for the month

   during which such payments resume and any additional amounts

   withheld during the period between the cessation of employment

   and the resumption of payments, less any amounts which are

   subject to offset in accordance with Paragraph 6(f).

   f. The amount of any payment to be made in accordance with

   Paragraph 6(e) shall be reduced by the amount of any payment

   previously made to the individual for a period of time during

   which the individual was employed by a Participating Company, if

   such previous payment was subject to suspension under Paragraph

   6(a).

7.  Treatment During Employment Covered by Mandatory Portability

Agreement

   a. Employment which is covered by the terms of the Mandatory

   Portability Agreement (MPA) shall suspend the right of a retired

   employee, a person receiving a deferred vested pension, or a

   person otherwise entitled to receive a service or deferred

   vested pension, to pension payments during the period he

   continues in such employment as provided in the MPA; provided,

   however, that, subject to the provisions of the MPA, such

   suspension shall not apply to the pension of an employee who

   during any calendar month completes less than 40 hours of

   service.  Any such suspension imposed in accordance with this

   Paragraph 7(a) shall constitute a permanent withholding of the

   amount so suspended.

                                Page 65



SECTION 4.   PENSIONS (Continued)                        SNETMPP

   b. Employment which is covered by the MPA and is subsequently

   bridged by a company other than a Participating Company pursuant

   to the terms of the MPA shall cause a cessation of pension

   eligibility hereunder.

   c. Notwithstanding any other provision of the Plan, the terms

   and provisions of the MPA as it may change from time to time

   will govern the treatment of an employee with employment which

   is covered by the MPA.

8. Notice of Retirement Eligibility

   The Committee shall notify all employees of their eligibility to

retire on service pensions as they become eligible.

9. Pension Funding Policy and Method

   The Company has established a fund held in a trust separate from

the assets of the Participating Companies known as the "SNET

Pension Trust Fund" for payment of service pensions, deferred

vested pensions and related survivor annuities (defined in

Paragraphs l(a), l(b) and 3 of this Section, respectively) and for

payment of certain death benefits (as set forth in Paragraph 9 of

Section 5) as provided under the Death Benefit provisions of the

Plan.  All of the Plan assets held in the SNET Pension Trust Fund

which are allocable to this Plan are available to pay benefits to

all employees and their beneficiaries covered by this Plan; and to

pay for any reasonable compensation to the Trustee and the

Investment Managers, all expenses of the Trustee and Investment

Managers relating to the aquisition, service and disposition of

investments constituting part of the SNET Pension Trust Fund, and

all taxes of any and all kinds whatsoever that may be levied or

assessed under existing or future laws upon or in respect of the

SNET Pension Trust Fund or the income thereof; and to pay for any

reasonable expenses of administering the SNET Pension Trust Fund

and the Plan properly and actually incurred by the Trustee, the

Company or the Participating Company, to the extent such expenses

are directed by the Company to be charged against and paid from the

SNET Pension

                              Page 66



SECTION 4.  PENSIONS (Continued)                            SNETMPP

Trust Fund, in accordance with the SNET Pension Trust Agreement.

The corpus or income of the trust or custodial account may not be

diverted to or used for other than the exclusive benefit of the

participants or their beneficiaries, or reasonable expenses of

administration of the Plan and the Trust.  The Plan is a single

plan for purposes of Code Sections 401(a)(26), 401(a)(4) and

410(b).

   The Participating Companies undertake to maintain the SNET

Pension Trust Fund so long as the said Plan shall continue, by

periodic charges to operating expenses and payments to the SNET

Pension Trust Fund which meet the requirements of the law and which

are in such amounts that there will be available in the SNET

Pension Trust Fund amounts sufficient to provide for the service

pensions, deferred vested pensions, payments to annuitants in

accordance with Paragraph 3 of this Section, and death benefits

payable from the SNET Pension Trust Fund under the Plan, in the

amounts stated in the Plan.  The amounts of these periodic charges

to operating expenses and payments to the SNET Pension Trust Fund

will be determined on the basis of an annual actuarial valuation

using the aggregate cost method.  This method determines an

estimated level percentage applicable to payroll such that

contributions made by the Participating Companies at that level

percentage applied to basic payroll of current active employees

during their remaining working lives plus the present trust fund

plus the future investment earnings are predicted to be just

sufficient to pay all future benefits expected to become payable

from the SNET Pension Trust Fund to current employees and

pensioners and their future beneficiaries, persons eligible for

deferred vested pensions, and annuitants.

   If it should appear to the Company in the future that such

funding method is no longer appropriate, it shall institute another

method that it deems appropriate, after obtaining any required

governmental approvals.

   The SNET Pension Trust Fund shall be held by a trustee or

trustees or an insurance company or companies as permitted by law

for pension and death

                               Page 67



SECTION 4.  PENSIONS (Continued)                         SNETMPP

benefit purposes only and shall be disbursed as directed by the

Company from time to time.  The Company undertakes to preserve the

integrity of the SNET Pension Trust Fund as a fund held in trust or

by an insurance company or companies as permitted by law to be

applied solely to pension and death benefit purposes (and payment

of eligible expenses) and to take such action as may be necessary

or appropriate to insure the application of the entire fund, to

such purposes.  All service pensions, and deferred vested pensions

or commuted values thereof, shall, except when not permitted by the

Pension Act, be paid from the SNET Pension Trust Fund either

directly or through the purchase of annuities from an insurance

company as the Company may determine.

   For purposes of this Paragraph 9, the transfer of Management

Pension Fund Account assets, as required by and as determined in

accordance with applicable Internal Revenue Service Regulations in

connection with the transfer of the obligation with respect to

employee pension benefits, (pursuant to Paragraph 6 of this Section

4) and as directed by the Company, from time to time, to the

Pension Fund Account, shall be considered to be an application of

the Management Pension Fund Account for pension purposes.

10.   Maximum Pensions:  Notwithstanding any other provision of the

Plan, a pension computed under this Section 4, Paragraph 10 shall

be subject to the following:

   (a) Maximum Pensions: For purposes of this paragraph, the term

       monthly pension shall mean the pension benefit payable as a

       single life annuity.  When expressed as a monthly pension,

       the pension benefit shall not exceed the lesser of (1)

       $7,500 (the "Dollar Limitation"), or (2) 100% of the

       participant's average monthly compensation as defined in

       Section 1.415-2(d) of the Income Tax Regulations during the

       three consecutive calendar years when the total compensation

       paid to him was the highest (the "Compensation Limitation"),

       subject to the following:

                                  Page 68



SECTION 4.  PENSIONS (Continued)                               SNETMPP

       (i)  In determining whether the monthly pension payable to

            the participant exceeds the maximum, the maximum shall

            apply to (1) the single life annuity payable to the

            participant if the joint and survivor annuity is

            waived; or (2) the monthly pension payable to the

            participant after reduction for the joint and survivor

            annuity if elected; or (3) the actuarial equivalent of

            the single life pension if the pension is payable in a

            form other than the foregoing.

       (ii) If benefits begin prior to a participant's Social

            Security Retirement Age (as defined in Code Section

            415(b)(8)), the Dollar Limitation applicable to such

            pension shall be equal to the actuarial equivalent of

            the Dollar Limitation where the Dollar Limitation is

            deemed to be a pension commencing at the participant's

            Social Security Retirement Age.

      (iii) If a pension begins after the participant's Social

            Security Retirement Age, the maximum Dollar Limitation

            applicable to such pension shall be equal to the

            actuarial equivalent of the Dollar Limitation where the

            Dollar Limitation is deemed to be a pension commencing

            at the participant's Social Security Retirement Age.

       (iv) If the participant has fewer than 10 years of Plan

            participation, the Dollar Limitation shall be

            multiplied by a fraction, the numerator of which is the

            number of years (computed to fractional parts of a

            year) of participation in the Plan, and the denominator

            of which is 10.  If the participant has fewer than 10

            years of service, the Compensaiton Limitation shall be

            multiplied by a fraction, the numerator of which is the

            participant's years of service (computed to fractional

            parts of a year) divided by a denominator of 10.

                                      Page 69


SECTION 4.  PENSIONS (Continued)                            SNETMPP

        (v) For all purposes of this Plan, the maximum Dollar

            Limitation of $7,500 shall be automatically increased

            as permitted by Treasury Department regulations to

            reflect cost-of-living adjustments.  Further, the

            maximum Dollar Limitation applicable to a retired or

            terminated participant shall be increased in accordance

            with the cost-of-living adjustments.  As a result of

            such an adjustment, a pension which had been limited by

            these provisions in a previous plan year may be

            increased with respect to future payments to the lesser

            of the adjusted Dollar Limitation amount or the amount

            of pension which would have been payable under this

            Plan without regard to the provisions of this Section

            4, Paragraph 10.

      For purposes of this Section 4, Paragraph 10, the Dollar

Limitation shall be based on the table in Subparagraph (b) of this

Paragraph 10 related to the participant's completed years and

months of age when the pension payment commences, and the

participant's actual year of birth.

      Notwithstanding the foregoing, the otherwise permissible

annual benefits for any participant under the Plan may be further

reduced to the extent necessary, as determined by the Committee or

the Secretary to prevent disqualification of the Plan under Section

415 of the Code, which imposes the following additional limitations

on the benefits payable to participants who also may be

participating in (1) the SNET Management Retirement Savings Plan

(the "Savings Plan"), (2) the SNET Bargaining Unit Retirement

Savings Plan (the "Bargaining Unit Savings Plan"), SNET Bargaining

Unit Retirement Savings Plan (the "Bargaining Unit Savings Plan"),

and (3) the Tax Reduction Act Stock Ownership Plan (the "TRASOP").

If an individual is a participant at any time in both a defined

benefit plan and a defined contribution plan, the sum of the

defined benefit plan fraction and the defined contribution plan

fraction for

                              Page 70



SECTION 4.  PENSIONS (Continued)                         SNETMPP

any plan year may not exceed 1.0.

      The defined benefit plan fraction for any plan year is a

fraction, the numerator of which is the participant's projected

annual benefit under the Plan (determined as of the close of the

plan year) and the denominator of which is the lesser of (a) 1.25

multiplied by the larger of the Dollar Limitation on an annual

basis and as adjusted, or (b) 1.4 multiplied by the Compensation

Limitation on an annual basis.

      The defined contribution plan fraction for any plan year is a

fraction, the numerator of which is the sum of the annual additions

to the participant's accounts in such plan year and for all prior

plan years and the denominator of which is the sum of the

applicable maximum accounts of annual additions which could have

been made under Section 415(c) of the Code for such plan year and

for all prior years of such participant's employment (assuming for

this purpose, that said Section 415(c) had been in effect during

such prior years).

      The applicable maximum amount for any plan year shall be

equal to the lesser of 1.25 multiplied by the Dollar Limitation in

effect for such plan year under subsection 415(c)(1)(A) of the

Code, or 1.4 multiplied by 25% of the participant's total

compensation for such plan year.

      For purposes of this Section 4, Paragraph 10, "Compensation"

means all earned income, wages, salaries and other amounts received

for employment with a Participating Company but shall not include

contributions that qualify under Internal Revenue Code Section

401(k) or other contributions to plans of deferred compensation

that are not includable in a participant's gross income for the

taxable year in which contributed, amounts realized in connection

with stock option or stock purchase plans, or other amounts that

receive special tax benefits.

      For purposes of the above limitation, all defined benefit

plans, whether or not terminated, are to be treated as one defined

benefit plan, and all

                                 Page 71



SECTION 4.  PENSIONS (Continued)                           SNETMPP

defined contribution plans, whether or not terminated, are to be

treated as one defined contribution plan.  To the extent a

reduction in benefits is required in order to achieve compliance

with the limitations of Section 415 of the Code, such reduction

shall be made in the annual benefit payable under this Plan.  The

Committee or Secretary shall advise affected participants of any

additional limitation on their annual benefits required by this

paragraph.

      The above limitations are intended to comply with the

provisions of Section 415 of the Code, as amended, so that maximum

benefits shall be exactly equal to the maximum amounts allowed

under Section 415 of the Code and regulations thereunder.  If there

is any discrepancy between the provisions of this Section 4,

Paragraph 10 and the provisions of Section 415 of the Code and

regulations thereunder, such discrepancy shall be resolved in such

a way as to give full effect to the provisions of Section 415 of

the Code.  The portion of any pension or survivor annuity with

respect to any participant in excess of the applicable "maximum

permissible amount" shall be paid by the Participating Company

directly to the participant or beneficiary entitled thereto and

shall be charged to its operating expense accounts when and as

paid.

Compensation Limitations under Section 401(a)(17) - Prior to

January 1, 1994:  In addition to other applicable limitations which

may be set forth in the Plan and notwithstanding any other contrary

provisions of the Plan, for pension amounts calculated prior to

January 1, 1994 annual compensation taken into account under the

Plan shall not exceed $200,000, adjusted for changes in the cost of

living as provided in Section 415(d) of the Internal Revenue Code,

for the purpose of calculating a Plan participant's accrued benefit

(including the right to any optional benefit provided under the

Plan) for any plan year commencing after December 31, 1988.

However, the accrued benefit determined in accordance with this

provision shall not be less than the accrued benefit determined on

May 31, 1989 without regard to this provision.

                                Page 72


SECTION 4.  PENSIONS (Continued)                            SNETMPP

      Notwithstanding the preceding sentence, the accrued benefit

of any Plan participant who is a highly compensated employee,

within the meaning of Section 414(q) of the Code, is reduced to the

extent a benefit has accrued with respect to compensation in excess

of $200,000 during the 1989 plan year before the later of the

adoption or effective date of this provision.  The $200,000

limitation set forth in this Paragraph 10 shall be applied in

accordance with Code Section 401(a)(17) and regulations thereunder,

using the extended wear-away method for transitioning pension

benefits to the lower compensation limitations.

Compensation Limitations under Section 401(a)(17) - On and After

January 1, 1994:

      For pension amounts calculated for pension effective dates on

or after January 1, 1994, in addition to other applicable

limitations set forth in the Plan and notwithstanding any other

contrary provisions of the Plan, the annual compensation of each

employee taken into account under the Plan shall not exceed the

Omnibus Budget Reconciliation Act of 1993 "OBRA '93" annual

compensation limit.  The OBRA '93 annual compensation limit is

$150,000, as adjusted by the Commissioner for increases in the cost

of living in accordance with Section 401(a)(17)(B) of the Internal

Revenue Code.  The cost of living adjustment in effect for a

calendar year applies to any period, not exceeding 12 months, over

which compensation is determined (determination period) beginning

in such calendar year.  If a determination period consists of fewer

than 12 months, the OBRA '93 annual compensation limit will be

multiplied by a fraction, the numerator of which is the number of

months in the determination period and the denominator of which is

12.

      For plan years beginning on or after January 1, 1994, any

reference in this Plan to the limitation under Section 401(a)(17)

of the Code shall mean the OBRA '93 annual compensation limit set

forth in this provision.  If compensation for any prior

determination period is taken into account in determining an

employee's benefits accruing in the current plan year, the

compensation for the

                              Page 73



SECTION 4.  PENSIONS (Continued)                           SNETMPP

prior determination period is subject to the OBRA '93 annual

compensation limit in effect for that prior determination period.

For this purpose, for determination periods beginning before the

first day of the first plan year beginning on or after January 1,

1994, the OBRA '93 annual compensation limit is $150,000.  The Plan

has selected the extended wear-away method as provided in the

Internal Revenue Service Procedure 94-13 for transitioning pension

benefits to the lower compensation limitations.

                               Page 74


SECTION 4.  PENSIONS (Continued)                                      SNETMPP

<TABLE>
                                 MAXIMUM ANNUAL PENSION BENEFIT FOR 1994
                                        
                    Based Upon Completed Years and Months of Age at Retirement or Termination
                                        

<CAPTION>
Completed                                   Completed Months of Age
Years of Age
            0        1       2       3       4       5       6       7       8       9       10       11
<S>     <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>      <C>
40       17,816   17,935  18,055  18,174  18,294  18,413  18,533  18,652  18,772  18,891   19,011   19,130
41       19,250   19,378  19,506  19,635  19,763  19,891  20,020  20,148  20,276  20,405   20,533   20,661
42       20,790   20,927  21,065  21,202  21,340  21,478  21,615  21,753  21,891  22,028   22,166   22,303
43       22,441   22,588  22,736  22,883  23,031  23,178  23,325  23,473  23,620  23,767   23,915   24,062
44       24,210   24,367  24,525  24,682  24,840  24,997  25,155  25,313  25,470  25,628   25,785   25,943
45       26,100   26,269  26,437  26,605  26,773  26,941  27,110  27,278  27,446  27,614   27,782   27,951
46       28,119   28,298  28,478  28,657  28,837  29,016  29,196  29,376  29,555  29,735   29,914   30,094
47       30,273   30,465  30,657  30,849  31,041  31,233  31,425  31,617  31,809  32,001   32,193   32,385
48       32,577   32,783  32,989  33,195  33,400  33,606  33,812  34,017  34,223  34,429   34,635   34,840
49       35,046   35,267  35,488  35,709  35,930  36,151  36,372  36,593  36,814  37,034   37,255   37,476
50       37,697   37,935  38,173  38,411  38,649  38,886  39,124  39,362  39,600  39,838   40,075   40,313
51       40,551   40,808  41,064  41,321  41,578  41,834  42,091  42,348  42,604  42,861   43,118   43,374
52       43,631   43,909  44,186  44,464  44,742  45,019  45,297  45,575  45,853  46,130   46,408   46,686
53       46,963   47,265  47,566  47,867  48,169  48,470  48,771  49,072  49,374  49,675   49,976   50,278
54       50,579   50,907  51,234  51,562  51,890  52,217  52,545  52,873  53,201  53,528   53,856   54,184
55       54,511   54,869  55,226  55,584  55,941  56,298  56,656  57,013  57,370  57,728   58,085   58,442
56       38,800   59,191  59,581  59,972  60,363  60,753  61,144  61,535  61,925  62,316   62,707   63,098
57       63,488   63,917  64,345  64,773  65,201  65,630  66,058  66,486  66,914  67,343   67,771   68,199
58       68,627   69,098  69,569  70,040  70,511  70,982  71,452  71,923  72,394  72,865   73,336   73,806
59       74,277   74,796  75,315  75,835  76,354  76,873  77,392  77,911  78,430  78,949   79,468   79,988
60       80,507   81,081  81,655  82,229  82,803  83,377  83,951  84,525  85,099  85,674   86,248   86,822
61       87,396   88,033  88,670  89,307  89,944  90,581  91,218  91,855  92,492  93,129   93,766   94,403
62       95,040   95,700  96,360  97,020  97,680  98,340  99,000  99,660 100,320 100,980  101,640  102,300
63      102,960  103,620 104,280 104,940 105,600 106,260 106,920 107,580 108,240 108,900  109,560  110,220
64      110,880  111,540 112,200 112,860 113,520 114,180 114,840 115,500 116,160 116,820  117,480  118,140
65      118,800  119,759 120,718 121,678 122,637 123,596 124,555 125,514 126,473 127,433  128,392  129,351
66      130,310  131,394 132,478 133,563 134,647 135,731 136,815 137,899 138,984 140,068  141,152  142,236
67      143,321  144,552 145,783 147,014 148,245 149,477 150,708 151,939 153,170 154,402  155,633  156,864
68      158,095  159,500 160,904 162,308 163,713 165,117 166,521 167,925 169,330 170,734  172,138  173,543
69      174,947  176,556 178,166 179,775 181,385 182,994 184,603 186,213 187,822 189,432  191,041  192,651
70      194,260
<FN>
*  For use with employees who reach age 62 before January 1, 2000 (Date of Birth occurring before 1938)
</TABLE>


                                    Page 75


  SECTION 4.  PENSIONS (Continued)                                 SNETMPP

<TABLE>
                     MAXIMUM ANNUAL PENSION BENEFIT FOR 1994
                                        
    Based Upon Completed Years and Months of Age at Retirement or Termination
                                        
<CAPTION>                                        
Completed                          Completed Months of Age
Years of Age 
           0       1       2        3       4       5       6         7         8          9         10         11

<S>    <C>     <C>     <C>      <C>      <C>     <C>     <C>       <C>      <C>          <C>      <C>        <C>
40      l6,702  16,814  16,926   17,039   17,151  17,263  17,375    17,487   17,599       17,711   17,823     17,935
41      18,047  18,167  18,287   18,408   18,528  18,648  18,768    18,889   19,009       19,129   19,250     19,370
42      19,400  19,619  19,748   19,877   20,006  20,135  20,264    20,393   20,522       20,651   20,780     20,909
43      21,038  21,177  21,315   21,453   21,591  21,729  21,867    22,006   22,144       22,282   22,420     22,558
44      22,696  22,844  22,992   23,140   23,287  23,435  23,583    23,730   23,878       24,026   24,174     24,321
45      24,469  24,627  24,784   24,942   25,100  25,258  25,415    25,573   25,731       25,888   26,046     26,204
46      26,361  26,530  26,698   26,866   27,035  27,203  27,371    27,540   27,708       27,876   28,045     28,213
47      28,381  28,561  28,741   28,921   29,101  29,281  29,461    29,641   29,821       30,001   30,181     30,361
48      30,541  30,734  30,927   31,120   31,313  31,506  31,699    31,891   32,084       32,277   32,470     32,663
49      32,856  33,063  33,270   33,477   33,684  33,891  34,098    34,306   34,513       34,720   34,927     35,134
50      35,341  35,564  35,787   36,010   36,233  36,456  36,679    36,902   37,125       37,348   37,571     37,794
51      38,017  38,257  38,498   38,738   38,979  39,220  39,460    39,701   39,942       40,182   40,423     40,663
52      40,904  41,164  41,425   41,685   41,945  42,206  42,466    42,726   42,987       43,247   43,507     43,768
53      44,028  44,311  44,593   44,876   45,158  45,440  45,723    46,005   46,288       46,570   46,853     47,135
54      47,418  47,725  48,032   48,339   48,647  48,954  49,261    49,568   49,876       50,183   50,490     50,797
55      51,104  51,439  51,775   52,110   52,445  52,780  53,115    53,450   53,785       54,120   54,455     54,790
56      55,125  55,491  55,857   56,224   56,590  56,956  57,323    57,689   58,055       58,421   58,788     59,154
57      59,520  59,922  60,323   60,725   61,126  61,528  61,929    62,331   62,732       63,134   63,535     63,937
58      64,338  64,780  65,221   65,662   66,104  66,545  66,987    67,428   67,869       68,311   68,752     69,194
59      69,635  70,122  70,608   71,095   71,582  72,068  72,555    73,042   73,528       74,015   74,502     74,988
60      75,475  76,013  76,551   77,090   77,628  78,166  78,704    79,243   79,781       80,319   80,857     81,395
61      81,934  82,531  83,128   83,725   84,322  84,920  85,517    86,114   86,711       87,308   87,906     88,503
62      89,100  89,595  90,090   90,585   91,080  91,575  92,070    92,565   93,060       93,555   94,050     94,545
63      95,040  95,700  96,360   97,020   97,680  98,340  99,000    99,660  100,320      100,980  101,640    102,300
64     102,960 103,620 104,280  104,940  105,600 106,260 106,920   107,580  108,240      108,900  109,560    110,220
65     110,880 111,540 112,200  112,860  113,520 114,180 114,840   115,500  116,160      116,820  117,480    118,140
66     118,800 119,788 120,776  121,764  122,752 123,740 124,728   125,716  126,704      127,692  128,680    129,667
67     130,655 131,777 132,899  134,021  135,143 136,265 137,387   138,508  139,630      140,752  141,874    142,996
68     144,118 145,397 146,677  147,956  149,236 150,515 151,795   153,074  154,354      155,633  156,913    158,192
69     159,471 160,938 162,404  163,870  165,337 166,803 168,269   169,735  171,202      172,668  174,134    175,600
70     177,067                                                                                                     
          
                                                                                
<FN>
* For use with employees who reach age 62 after December 31, 1999 and before January 1,2017 (Date of birth occurring 
  1938 through 1954)

</TABLE>                                   
                                   Page 76


SECTION 4.  PENSIONS (Continued)                                       SNETMPP

<TABLE>
                     MAXIMUM ANNUAL PENSION BENEFIT FOR 1994
                                        
    Based Upon Completed Years and Months of Age at Retirement or Termination
                                        
<CAPTION>
     Completed                           Completed Months of Age
     Years of Age
           0       1       2       3       4       5       6       7       8       9      10      11
<S>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
40      15,589  15,693  15,798  15,903  16,007  16,112  16,216  16,321  16,425  16,530  16,634  16,739
41      16,844  16,956  17,068  17,180  17,293  17,405  17,517  17,630  17,742  17,854  17,966  18,079
42      18,191  18,311  18,432  18,552  18,673  18,793  18,913  19,034  19,154  19,275  19,395  19,515
43      19,636  19,765  19,894  20,023  20,152  20,281  20,410  20,539  20,668  20,796  20,925  21,054
44      21,183  21,321  21,459  21,59?  21,735  21,873  22,011  22,148  22,286  22,424  22,562  22,700
45      22,838  22,985  23,132  23,279  23,427  23,574  23,721  23,868  24,015  24,162  24,310  24,457
46      24,604  24,761  24,918  25,075  25,232  25,389  25,546  25,704  25,861  26,018  26,175  26,332
47      26,489  26,657  26,825  26,993  27,161  27,329  27,497  27,665  27,833  28,001  28,169  28,337
48      28,505  28,685  28,865  29,045  29,225  29,405  29,585  29,765  29,945  30,125  30,305  30,485
49      30,665  30,859  31,052  31,245  31,439  31,632  31,825  32,019  32,212  32,405  32,598  32,792
50      32,985  33,193  33,401  33,609  33,817  34,026  34,234  34,442  34,650  34,858  35,066  35,274
51      35,482  35,707  35,931  36,156  36,380  36,605  36,830  37,054  37,279  37,503  37,728  37,952
52      38,177  38,420  38,663  38,906  39,149  39,392  39,635  39,878  40,121  40,364  40,607  40,850
53      41,093  41,357  41,620  41,884  42,147  42,411  42,675  42,938  43,202  43,466  43,729  43,993
54      44,257  44,543  44,830  45,117  45,404  45,690  45,977  46,264  46,551  46,837  47,124  47,411
55      47,698  48,010  48,323  48,636  48,948  49,261  49,574  49,886  50,199  50,512  50,824  51,137
56      51,450  51,792  52,134  52,475  52,817  53,159  53,501  53,843  54,185  54,527  54,868  55,210
57      55,552  55,927  56,302  56,676  57,051  57,426  57,801  58,175  58,550  58,925  59,300  59,674
58      60,049  60,461  60,873  61,285  61,697  62,109  62,521  62,933  63,345  63,757  64,169  64,581
59      64,993  65,447  65,901  66,355  66,809  67,264  67,718  68,172  68,626  69,081  69,535  69,989
60      70,443  70,946  71,448  71,950  72,453  72,955  73,457  73,960  74,462  74,964  75,467  75,969
61      76,471  77,029  77,586  78,144  78,701  79,258  79,816  80,373  80,930  81,488  82,045  82,603
62      83,160  83,655  84,150  84,645  85,140  85,635  86,130  86,625  87,120  87,615  88,110  88,605
63      89,100  89,595  90,090  90,585  91,080  91,575  92,070  92,565  93,060  93,555  94,050  94,545
64      95,040  95,700  96,360  97,020  97,680  98,340  99,000  99,660 100,320 100,980 101,640 102,300
65     102,960 103,620 104,280 104,940 105,600 106,260 106,920 107,580 108,240 108,900 109,560 110,220
66     110,880 111,540 112,200 112,860 113,520 114,180 114,840 115,500 116,160 116,820 117,480 118,140
67     118,800 119,820 120,839 121,859 122,878 123,898 124,917 125,937 126,956 127,976 128,995 130,015
68     131,034 132,197 133,360 134,522 135,685 136,848 138,010 139,173 140,336 141,498 142,661 143,824
69     144,986 146,319 147,651 148,983 150,316 151,648 152,980 154,313 155,645 156,977 158,310 159,642
70     160,974                                                                                       
              
<FN>

*For use with employees who reach age 62 after December 31, 2016 (Date  of Birth occurring after 1954)
</TABLE>
                                     Page 77



SECTION 4.  PENSIONS (Continued)                                 SNETMPP

11. Pension Plan Termination Arrangements

   In the event of termination or partial termination of the Plan,

the rights of all participants to benefits accrued to the date of

such termination or partial termination, to the extent funded as of

such date, shall be nonforfeitable.  In the event of termination of

the Plan, the balances in the Management Pension Fund Account, or

in the event of a partial termination of the Plan the portion of

the Management Pension Fund Account allocable to the partial

termination, shall be applied first among the participants and the

beneficiaries of the Plan in the order and to the extent required

by Section 4044 of the Pension Act.  Thereafter this Management

Pension Fund Account shall be applied, insofar as that Act permits,

as follows, with proper adjustment in each case for any portion of

the benefit already provided for under a prior allocation under

that Act or under this Paragraph 11:

First: To making adequate provision for the payment of the full

   amounts of the service pensions previously granted to retired

   employees (including the full amounts payable to designated

   annuitants of retired employees) and deferred vested pensions to

   former employees if such employees, such annuitants or former

   employees are on the pension roll as of the termination date;

   for the payment of the full amounts which may be payable in the

   future to designated annuitants of employees who have retired

   and who are on the pension roll as of the termination date; for

   the payment of the full amounts of the service pensions or

   deferred vested pensions which employees, as of the termination

   date, have then become entitled to receive upon terminating

   service, such pensions to start upon the employee's retirement

   or separation from active service, including the payment of the

   full amounts which may be payable to designated annuitants of

   such employees, following the death of such employees after

   their retirement or separation from service, such amounts to be

   computed in accordance with the provisions of Paragraph 3(a) or

   3(e) of

                                   Page 78


SECTION 4.  PENSIONS (Continued)                            SNETMPP

   this Section on the basis of the pensions to which such eligible

   employees have become entitled as of the termination date; and

   for the payment of the full amounts payable in accordance with

   the provisions of Paragraphs 3(d) or 3(e)(v) of this Section to

   the surviving spouses of employees if such employees die while

   in active service, such amounts to be computed in accordance

   with the provisions of Paragraphs 3(a) and 3(e) of this Section

   on the basis of the pensions to which such employees have become

   entitled as of the termination date.

Second:  To making provision for the payment of death benefits

   attributable to deaths occurring prior to the date of

   termination which would have been payable from the Management

   Pension Fund Account, and for the payment, upon the deaths of

   retired employees who are on the pension roll as of the date of

   termination and of employees eligible as of that date for

   retirement, of death benefits which would have been payable from

   the Management Pension Fund Account, had the Plan not been so

   terminated.

Third: To making provision, to the extent permitted by the balance,

   if any, remaining in the Management Pension Fund Account after

   the foregoing provision shall have been made, for the payment of

   deferred vested pensions starting at age sixty-five and

   continuing until the death of the former employee, computed as

   hereinafter specified, to all former employees who left the

   service of the Company after May 3l, l969 and before September

   30, 1971 and at the time of termination of their employment were

   eligible for retirement on service pension with the approval of

   the Committee under the Predecessor Plan, but not at their own

   request.  If the remaining balance in the Management Pension

   Fund Account shall be insufficient, in the judgment of the

   Company, to provide the full amount of the computed deferred

   vested pensions to employees in this group, the amount of the

   pension payment from the Management Pension Fund Account to each

   person in the group shall be

                                     Page 79



SECTION 4.  PENSIONS (Continued)                        SNETMPP

   reduced pro rata.

Fourth:  To making provision, to the extent permitted by the

   balance, if any, remaining in the Management Pension Fund

   Account after the foregoing provision shall have been made, for

   the payment of deferred vested pensions starting at age sixty-

   five and continuing until the death of the former employee,

   computed as hereinafter specified, to all employees who, as of

   the termination date, were not eligible for retirement on

   service pension but had reached the age of forty years and whose

   term of employment was fifteen or more years and all former

   employees who left the service of a Participating Company after

   May 3l, l969 at a time when they had reached the age of forty

   years and whose term of employment was fifteen or more years but

   who were not eligible for retirement on service pension with the

   approval of the Committee under this Plan or the Predecessor

   Plan.  If the remaining balance in the Management Pension Fund

   Account shall be insufficient, in the judgment of the Company,

   to provide the full amount of the computed deferred vested

   pensions to employees in this group, the amount of pension

   payment from the Management Pension Fund Account to each person

   in the group shall be reduced pro rata.

Fifth: To making provision, to the extent permitted by the balance,

   if any, remaining in the Management Pension Fund Account after

   the foregoing provision shall have been made, for the payment of

   deferred vested pensions starting at age sixty-five and

   continuing until the death of the former employee, computed as

   hereinafter specified, to all employees who, as of the

   termination date, were not eligible for retirement on service

   pension but whose calendar years of service after age twenty-two

   were ten or more and all former employees who left the service

   of a Participating Company after January l, l976 at a time when

   their calendar years of service after age twenty-two were ten or

   more but who were not eligible for retirement on

                                     Page 80


SECTION 4.  PENSIONS (Continued)                             SNETMPP

   service pension.  If the remaining balance in the Management

   Pension Fund Account shall be insufficient in the judgment of

   the Company, to provide the full amount of the computed deferred

   pensions to employees in this group, the amount of pension

   payment from the Management Pension Fund Account to each person

   in the group shall be reduced pro rata.

Sixth: To making provision, to the extent permitted by the balance,

   if any, remaining in the Management Pension Fund Account after

   the foregoing provision shall have been made, for the payment of

   deferred vested pensions starting at age sixty-five and

   continuing until the death of the former employee, computed as

   hereinafter specified, to all employees who, as of the

   termination date, were not eligible for retirement on service

   pension but whose calendar years of service after age eighteen

   were ten or more and all former employees who left the service

   of a Participating Company after January 1, 1985 at a time when

   their calendar years of service after age eighteen were ten or

   more but who were not eligible for retirement on service

   pension.  If the remaining balance in the Management Pension

   Fund Account shall be insufficient in the judgment of the

   Company, to provide the full amount of the computed deferred

   pensions to employees in this group, the amount of pension

   payment from the Management Pension Fund Account to each person

   in the group shall be reduced pro rata.

Seventh: To making provision, to the extent permitted by the

   balance, if any, remaining in the Management Pension Fund

   Account after the foregoing provision shall have been made, for

   the payment of deferred pensions starting at age sixty-five and

   continuing until the death of the former employee, computed as

   hereinafter specified, to all employees not referred to in the

   preceding paragraphs who are participants in the Management

   Pension Plan and whose calendar years of service after age

   eighteen were five or more years on the termination date. If the

   remaining balance in the

                                     Page 81


SECTION 4.  PENSIONS (Continued)                              SNETMPP

   Management Pension Fund Account shall be insufficient, in the

   judgment of the Company, to provide the full amount of the

   computed deferred pensions to employees in this group, the

   amount of the pension to each employee in the group shall be

   reduced pro rata.

Eighth:  No Reversion of Pension Assets:  In the event that there

         is any remaining balance in the Management Pension Fund

         Account after making provision deemed adequate for the

         full amount of the pensions hereinbefore specified as

         payable in case of termination of the Plan, such balance

         shall be applied solely for pension purposes in an

         equitable manner consistent with the purposes of the Plan.

          The deferred vested pensions, specified in this Paragraph 11 as

       payable to employees who have not yet reached normal retirement age

       and who have not yet become eligible as of the termination date for

         retirement on service pension, and to former employees shall be

        computed, without allowance for any payment upon the death of the

          employee, in accordance with the provisions of Paragraph 2 of

       Section 4, subject to the provisions of Paragraph 16 of Section 6,

        except that the term of employment used in the computation shall

        end as of the date of termination of the Plan, the average annual

       pay, if applicable, used in the computation shall in every case be

         the average annual pay for the applicable five consecutive year

       period prior to the date of termination of the Plan, or termination

         of employment if earlier during which the employee was paid the

          highest rate of wages and any provisions relating to minimum

         pensions shall not apply.  The payment of such deferred vested

        pension shall not be contingent upon the employee's being in the

         service of a Participating Company after the termination of the

       Plan.  In all cases such deferred vested pensions shall be computed

        on the basis of the employee's age and term of employment, as of

        the termination date as shown by the records of the Participating

        Company which last employed such individual. The Company reserves

                       the right to make provision 
                       
                                 Page 82


SECTION 4.  PENSIONS (Continued)                             SNETMPP

out of the Management Pension Fund Account for any or all pensions

specified in this paragraph through the purchase of annuities from

an insurance company or in such other manner as the Company may

determine.  In the case of all pensions for which provision is made

through the purchase of annuities from an insurance company, the

delivery of an annuity contract to each person to whom such

pensions are payable shall serve to absolve the Company, any other

Participating Company, and the Management Pension Fund Account from

any further obligations for the payment of such pensions.  In the

case of all pensions for which provision is not made through the

purchase of annuities from an insurance company, the Company's

judgment as to the adequacy of the alternative provision made shall

be final.  If such alternative provision made, as of the

termination date, for deferred vested pensions to persons not then

on the pension roll or eligible to receive a pension at their own

request should thereafter at any time appear, in the judgment of

the Company, to be inadequate or more than sufficient to continue

the payment of the amounts previously estimated to be payable, the

remaining payments on all such pensions shall be adjusted pro rata

in accordance with the remaining provision available.  In lieu of

the deferred vested pensions starting at age sixty-five as provided

for in this paragraph, the Company reserves the right to offer to

all or specified groups of persons the option of a reduced pension

starting at an earlier age, or such other form of payment as may be

consistent with the equities involved.  The Company's judgment as

to the amounts and methods of such alternative payments and the

groups to which such options are to be offered shall be final.

Pre-termination restrictions:

(i)   In the event of termination of the Plan, the benefit of any

      highly compensated employee (as that term is defined in

      Section 414(q) of the Internal Revenue Code and the

      regulations thereunder), and any former highly compensated

      employee (as that term is defined in the regulations

                                     Page 83


SECTION 4.  PENSIONS (Continued)                               SNETMPP

      under Internal Revenue Code section 414(q)) shall be limited

      to a benefit that is nondiscriminatory under Section

      401(a)(4) of the Internal Revenue Code.

(ii)  The payments of benefits to or on behalf of a "restricted

      employee" (as that term is defined in paragraph (iii) below)

      shall not exceed an amount equal to the payments that would

      be made to or on behalf of the restricted employee in that

      year under a straight life annuity that is the actuarial

      equivalent of the accrued benefit and other benefits to

      which the restricted employee is entitled under the Plan

      (other than a social security supplement), as well as a

      social security supplement, if any, that the restricted

      employee is entitled to receive.

(iii) A "restricted employee" means any highly compensated employee

      or former highly compensated employee (as those terms are

      defined under Internal Revenue Code Section 414(q) and the

      regulations thereunder).  However, a highly compensated or

      former highly compensated employee need not be treated as a

      restricted employee in the current year if the highly- or

      former highly-compensated employee is not one of the 25

      nonexcludable (within the meaning of Section 401(a)(4) and

      the regulations thereunder) employees and former employees

      with the largest amount of compensation in the current or any

      prior year.

(iv)  The restrictions in this Section 4 shall not apply, however,

      if any one of the following requirements is satisfied:

   (A) After taking into account payment to or on behalf of the

       restricted employee of all benefits payable to or on behalf

       of that restricted employee under the Plan, the value of

       Plan assets equals or exceeds 110 percent of the value of

       current liabilities, as defined in Internal Revenue Code

       Section 412(l)(7).

                                Page 84


SECTION 4.  PENSIONS (Continued)                        SNETMPP

   (B) The value of the benefits payable to or on behalf of the

       restricted employee must be less than one percent of the

       value of current liabilities before distribution.

   (C) The value of the benefits payable to or on behalf of the

       restricted employee does not exceed $3,500.

12.   Disability Pension Payments

   All disability pensions (defined in Paragraph l(c) of this

Section) and related payments to annuitants except as otherwise

provided in Sub-paragraph 3(b)(iii) of this Section, shall be a

charge to the operating expense accounts of the Participating

Company, when and as paid.

                                 Page 85


SECTION 5.  DEATH BENEFITS                             SNETMPP

l. Active Employee Death Benefit

   a. All employees on the payroll as of September 17, 1989 shall

   be eligible for the Active Employee Death Benefit ("eligible

   employees"); employees hired or rehired after September 17, 1989

   shall not be eligible.  In the event of the death of any

   eligible employee resulting from sickness or injury, including

   injuries arising out of and in the course of employment by a

   Participating Company, there may be paid (and in the

   circumstances described in Subparagraph 3(a) of this Section,

   there shall be paid) an Active Employee Death Benefit, equal to

   the eligible employee's basic annual rate of pay (based on such

   employee's regular scheduled work hours) in effect as of the

   earlier of the employee's date of death or January 1, 1992.

   Payment of the Active Employee Death Benefit, subject to the

   conditions imposed in Paragraph 4 of this Section and elsewhere

   in this Plan shall be made to the employee's beneficiaries as

   provided in Paragraph 3 of this Section.

2. Retiree Death Benefit

   a. In the event of the death of any person who 1) retired prior

   to September 17, 1989 and at the time of death is receiving a

   pension granted under Paragraph l(a) or l(c) of Section 4 of

   this Plan or the Predecessor Plan; or 2) was eligible to retire

   with a service pension under the provisions of this Plan or the

   SNETPP as of September 17, 1989, and who retired on or after

   September 17, 1989, there may be paid (and in the circumstances

   described in Subparagraph 3(a) of this Section, there shall be

   paid) a Retiree Death Benefit in an amount described in

   Subparagraph 2(b) of this Section.

   Notwithstanding any other provision of the Plan and only for

   purposes under the Plan of determining a participant's

   eligibility for a Retiree Death Benefit for retirements

   effective on or after July 8, 1991, a participant's

                                     Page 86


SECTION 5.  DEATH BENEFITS (Continued)                    SNETMPP

   eligibility for a service or discounted service pension as of

   September 17, 1989 shall be based on the greater of the

   eligibility determined on the basis of either (A) the provisions

   of the Plan as of September 17, 1989, without reference to this

   Subparagraph, or (B) the participant's years of service, term of

   employment and age as of November 1, 1987 (including service

   after the last day of the month in which an employee attains the

   Normal Retirement Age) increased by five years; provided,

   however, that this Subparagraph shall not apply to any

   individual who is not a participant in the Plan as of July 8,

   1991 nor any individual who is at the department level or

   equivalent fifth level of management or above as of such date.

   b. If such pensioner leaves any beneficiary bearing the

   relationship to the deceased and conforming to the other

   conditions stated with respect to the death of an employee in

   Subparagraph 3(a) of this Section, such Death Benefit shall be

   paid in accordance with the following:

         (i)  If the Pensioner retired under this Plan or under any

      Predecessor Plan on or after September 30, 1963, the date

      specified in such Predecessor Plan for the payment of an

      unreduced death benefit subsequent to retirement, the Death

      Benefit shall be the amount of the maximum Active Employee

      Death Benefit that could have been paid if he had died on his

      last day of active service before retirement on pension;

      provided, however, that in the case of a pensioner who

      retired after the last day of the month in which his sixty-

      fifth birthday occurred, and whose pension was effective

      during the period from January 2, l979 to August l0, l980,

      inclusive, the Death Benefit shall not exceed the maximum

      Active Employee Death Benefit which could have been paid if

      the pensioner had died on the last day of the month in which

      his sixty-fifth birthday occurred.

                                 Page 87


SECTION 5. DEATH BENEFITS (Continued)                        SNETMPP

      (ii)  If the pensioner retired under a Predecessor Plan prior

      to September 30, 1963, the date specified in such Predecessor

      Plan for the payment of an unreduced death benefit subsequent

      to retirement, the Death Benefit shall be not less than the

      amount specified in Subparagraph (i) of this Paragraph 2(b)

      reduced by ten percentum (l0%) of such amount for each full

      year which has elapsed since his retirement.

      (iii)  The Death Benefit payable under either Subparagraphs

      (i) or (ii) of this Paragraph 2(b) shall not be less than the

      annual pension allowance as determined under Paragraph 2 of

      Section 4 for employees who retired before September 17,

      1989.

   No Death Benefit shall be payable upon the death of an annuitant

   receiving a payment under Paragraph 3 of Section 4 or upon the

   death of a former employee eligible for a deferred vested

   pension under Paragraph l(b) of Section 4 of this Plan, unless

   Paragraph 5 of this Section 5 applies.

3. Eligible Beneficiaries

   The persons who may be beneficiaries of the Active Employee

Death Benefit or the Retiree Death Benefit on the death of a

pensioner hereunder are limited to the spouse living with the

employee or pensioner at the time of death, and the dependent

children and other dependent relatives of the deceased.  Former

spouses and children who are not dependent upon the deceased as

defined in this Paragraph 3 are not eligible to receive a death

benefit under this Plan, and cannot be designated as an Alternate

Payee pursuant to a domestic relations order for purposes of

eligibility for the death benefits provided by this Plan.  The

amount to be paid in each case and the beneficiary or beneficiaries

who shall receive the same, and the share which each shall receive,

shall be determined by the Committee, subject to the following

provisions and to the provisions of Paragraphs 2 and 4 of this

Section.
                           
                                  Page 88


SECTION 5.  DEATH BENEFITS (Continued)                        SNETMPP

   a. Mandatory Beneficiaries

      In the event of death of an eligible active employee, the

   maximum Active Employee Death Benefit specified in Paragraph 1

   of this Section 5 shall be paid, subject to the provisions of

   Subparagraph (c) of this Paragraph 3, to the spouse of the

   deceased employee if living with him at the time of his death,

   or to the unmarried child or children of the deceased employee

   under the age of 23 years (or over that age if physically or

   mentally incapable of self-support) who were actually supported

   in whole or in part by the deceased employee at the time of

   death, or a dependent parent who lives in the same household

   with the employee or who lives in a separate household in the

   vicinity which is provided for the parent by the employee.  If

   the employee leaves two or more of a spouse, a child or

   children, or a parent, as herein described, the Committee or the

   Secretary, in its discretion, may pay the Death Benefit to or

   for any one or more of such possible beneficiaries in such

   portions as it may determine.

   b. Discretionary Beneficiaries

      If there be no beneficiary of the deceased employee or

   pensioner, as described in Subparagraph (a) of this Paragraph 3,

   then an Active Employee Death Benefit in an amount not to exceed

   the amount specified in Paragraph 1, or a Retiree Death Benefit

   in an amount not to exceed the amount specified in Paragraph 2

   of this Section, may be paid to any other person or persons who

   may be beneficiaries, as defined in the first sentence of this

   Paragraph 3, and be receiving or entitled to receive support

   from the deceased employee or pensioner at the time of his

   death.

      Subject to the limitations expressed in this Subparagraph (b)

   the Committee or the Secretary shall have full authority to

   determine to whom payments shall be made and the amount of the

   payments, taking into consideration the degree of dependency and

   such other facts as it may deem

                                     Page 89


SECTION 5. DEATH BENEFITS (continued)                         SNETMPP

   pertinent.

   c. Beneficiary Designation

      If the employee or pensioner shall have made written request

   and shown good cause therefor, the Committee or the Secretary

   may pay all or a portion of the Death Benefit to a person or

   persons included in Subparagraph (b) of this Paragraph 3, and

   reduce, by the amount thus paid, the amount which is payable to

   the persons included in Subparagraph (a), provided in the

   opinion of the Committee or the Secretary, good cause for such

   action still exists at the time of the employee's or pensioner's

   death.

   d.  Payment of Final Expenses

      Upon the death of an employee eligible for the Active

   Employee Death Benefit or pensioner eligible for the Retiree

   Death Benefit and receiving pension payments under Paragraph

   l(a) or l(c) of Section 4, if there be no beneficiary qualified

   to receive an award under the provisions of this Section, or if

   the amount of such award authorized by the Committee or the

   Secretary, be less than the maximum specified in Paragraph l or

   2 of this Section, as the case may be, the Committee or the

   Secretary may authorize such payments as may be required to

   defray the necessary expenses incident to the death of the

   employee or pensioner and the disability immediately preceding,

   provided, however, that the amount so paid shall not exceed the

   maximum benefits specified in said paragraphs.

4. Method of Payment

   a.  Payment on Death of Employee or Pensioner

      At the death of an employee or pensioner the Death Benefit

   may be paid in a lump sum or installment payments, the number

   and size of which may be varied in accordance with the

   circumstances, at the discretion of the Committee or the

   Secretary, provided, however, that all such payments shall be

   completed within five (5) years after the death of the employee

   or

                                 Page 90


SECTION 5.  DEATH BENEFITS (Continued)                      SNETMPP

   pensioner, and provided further that a beneficiary who has

   previously requested to receive the death benefit in installment

   payments may request a lump sum distribution of the remaining

   balance by submitting said request in writing to the Secretary.

   Notwithstanding the foregoing and subject to the provisions

   hereinafter included in this Paragraph 4, an employee or

   pensioner may file with the Secretary, a written direction that

   a death benefit which may become payable to a beneficiary

   qualified under Paragraph 3(a) shall be paid, when such amount

   has been determined, to said beneficiary in equal monthly

   installments over a period to be specified in such written

   direction but such period may not extend beyond ten years in the

   case of a written direction filed prior to January 1, 1984 and

   such period may not extend beyond five years after the death of

   an employee or pensioner in the case of a written direction

   filed on or after January 1, 1984, and benefits shall be paid in

   accordance with such direction.

   b. Payment on Death of Beneficiary

      In the event of the death of a beneficiary who is receiving

   or is entitled to receive payments under this Section, the

   remainder of the amount previously determined shall be payable,

   in a manner determined by the Secretary, to any remaining

   beneficiary or beneficiaries pursuant to Paragraph 3,

   Subparagraph (a) or Subparagraph (b), or to the estate of the

   deceased beneficiary, provided, however, that all such payments

   shall be completed within five years of the death of the

   employee or pensioner.

   c. Advance Payment

      Upon the death of an employee or pensioner, the Secretary,

   without awaiting determination of the beneficiary or

   beneficiaries, if any, to whom the award will be made, may pay

   an amount equivalent to the wages, disability benefits or

   pension which the deceased was receiving, to the end of the

   month in which the death occurs, and such payment may be made to

   the

                                     Page 91


SECTION 5.  DEATH BENEFITS (Continued)                     SNETMPP

   spouse of the deceased, or to some other suitable person

   selected by the Secretary.  Such payment, if made, shall

   constitute a part of the award.  In addition the Secretary, in

   its discretion, may authorize payment, before the final

   settlement, of a part of the award not exceeding One Thousand

   Five Hundred Dollars ($1500), to meet urgent expenses incident

   to the death and the immediately preceding disability of the

   deceased.  If any of the persons to whom an award may be payable

   cannot be found or cannot be conveniently communicated with or

   are incompetent to authorize use of any part thereof for the

   burial of the deceased and the payment of necessary expenses

   incident to his death and preceding disability, the Secretary,

   in his discretion, may make such payments, as a part of the

   award, as in its judgment may be reasonable for the proper

   burial of the deceased and the payment of necessary expenses

   incident to his death and disability immediately preceding.

   d.   Payment of Interest

      In the event that a death benefit is paid in installments

   pursuant to the written direction of the employee or pensioner,

   or in the discretion of the Committee or the Secretary, under

   this Paragraph 4, such death benefit shall be credited with a

   rate of interest from the date of the first installment, and

   such portion of the death benefit which remains unpaid after any

   installment shall be credited with a rate of interest from the

   date of such installment and such interest shall be paid as part

   of the next installment.  The rate of interest shall be

   determined or redetermined solely in the discretion of the Plan

   Administrator, but the rate of interest shall not be

   redetermined more often than once in any calendar year.

   Notwithstanding the foregoing, no interest shall be credited

   beyond the date of death of the initial beneficiary who is

   receiving the death benefit in installments unless the Secretary

   determines to pay any unpaid balance to

                                     Page 92


SECTION 5.  DEATH BENEFITS (Continued)                    SNETMPP

   another beneficiary in installments.

5. Death After Termination of Employment

   Except as provided in Paragraph 2, a Death Benefit shall not be

payable in the case of any person who dies after he has ceased to

be an employee of a Participating Company, unless such person

became disabled by reason of accident or sickness while an employee

and continued disabled, until death, to such a degree as to be

unable to engage in any gainful occupation.  In such cases a Death

Benefit may be paid, in the discretion of the Committee or the

Secretary, provided it has been furnished from time to time with

such proof of continued disability as it may have required and

provided it has been permitted to make, or have made by a

physician, such examinations of the disabled person as it has

deemed necessary in order to ascertain his condition.  The amount

of the Death Benefit, if any, shall not exceed the amount which

could have been paid if the disabled person had died on the day he

ceased to be an employee of a Participating Company.

6. Claims

   All claims for Death Benefits should be made within one year of

the death on which the claim is based.  In case notice of the

existence of a spouse, child or other dependent relative of a

deceased employee or pension shall not be served on the Secretary

within one year after such employee's or pensioner's death, the

Committee or the Secretary shall not be required to recognize any

claim made by or in behalf of any such person provided such death

benefit would not otherwise have been payable pursuant to Paragraph

1 or 2 of this Section 5.

7. Definition of Basic Annual Rate of Pay

   "Basic annual rate of pay" for the purposes of this Section 5

shall mean wages for full time service (not including overtime),

computed at the employee's rate of pay at the date of retirement,

death or as of January 1, 1992 if earlier; provided, however, that

if the employee normally serves a

                                     Page 93


SECTION 5.  DEATH BENEFITS (Continued)                     SNETMPP

Participating Company on less than a full time basis, benefits in

case of death shall be computed on the basis of the time

constituting the employee's normal service under his contract of

hiring. For purposes of this Section 5, basic annual rate of pay

will be no greater than the compensation allowable under the

Internal Revenue Code Section 401(a)(17) and regulations

thereunder, which includes the OBRA '93 provisions.

8. Charging of Payments

   Active Employee Death Benefits payable pursuant to Paragraph 1

of this Section 5 and any interest payable pursuant to Paragraph

4(d) of this Section 5 to the initial beneficiary or beneficiaries

on account of deaths of employees who are participants in the

Pension Plan pursuant to Paragraph l(e) of Section 4 and who leave

beneficiaries bearing the relationship to the deceased and

conforming to the other conditions stated in Paragraph 3(a) of this

Section 5 and Retiree Death Benefits payable pursuant to Paragraph

2(b) of this Section 5 to the initial beneficiary or beneficiaries

on account of deaths of service pensioners, exclusive of any amount

payable under Subparagraph (ii) of Paragraph 2(b) in excess of the

minimum set forth in Subparagraph (iii) of said Paragraph 2(b)

shall be paid from the Management Pension Fund Account either

directly or through the purchase of annuities from an insurance

company as the Company may determine.  All other amounts, including

any interest thereon, payable pursuant to this Section 5 which are

not paid from the Management Pension Fund Account, shall be a

charge to the operating expense accounts of the Participating

Company when and as paid.

9.  Waiver of Death Benefit

   No death benefit shall be payable under the provisions of

Paragraph 1 or 2 of this Section 5 with respect to any employee who

is or was a member of a group of employees designated by the Board

of Directors as eligible to waive such benefit, if such employee

has waived such benefit under this Plan or the

                                     Page 94


SECTION 5.  DEATH BENEFITS (Continued)                     SNETMPP

Predecessor Plan, unless the Board of Directors has authorized the



                                     
                                     Page 95


SECTION 6.  GENERAL PROVISIONS                           SNETMPP

l. Rights to Pensions or Benefits

   Neither the action of the Board of Directors in establishing

this Plan nor any action hereafter taken by the Company, the Board,

the Committee or any Participating Company shall be construed as

giving to any officer, agent or employee a right to be retained in

the service of any Participating Company or any right or claim to

any pension or other benefit or allowance after discharge from the

service of any Participating Company, unless the right to such

pension or benefit has accrued prior to such discharge.  Except in

the event of termination of the Plan, no employee or annuitant

shall have any right to a service, disability service or deferred

vested pension unless he meets the conditions specified in

Paragraph l(a) or l(b) or 1(d) or 1(i) or 1(j) of Section 4 of the

Plan, nor any right in the SNET Management Pension Trust Fund

unless a pension authorized by the Committee under the Plan has not

been paid, nor any right against any Participating Company to any

benefit under the Plan other than the amount to which the employee

or annuitant has theretofore become entitled and which the

Committee has directed be paid to that employee or annuitant under

the Plan.  In the event of termination of the Plan, no employee or

annuitant shall have any right in the SNET Management Pension Trust

Fund or against any Participating Company except as herein provided

or as otherwise provided by law.

2. Assignment or Alienation; Qualified Domestic Relations Orders

   Except as otherwise provided by law, no benefit, payment or

distribution under this Plan shall be subject either to the claim

of any creditor of a participating employee or beneficiary, or to

attachment, garnishment, levy (other than a Federal tax levy under

Internal Revenue Code Section 6331), execution or other legal or

equitable process by any creditor of such person, and no such

person shall have any right to alienate, commute, anticipate or

assign (either at law or equity) all or any portion of any benefit,

payment or

                                     Page 96


SECTION 6.  GENERAL PROVISIONS (Continued)                SNETMPP

distribution under this Plan.

   Notwithstanding the foregoing sentence, the Plan shall provide

for payment of pension benefits in accordance with the applicable

requirements of a "qualified domestic relations order (QDRO or

Order)" as that term is defined in Code Section 414(p).  The Death

Benefit provisions in Section 5 and the Automatic Survivor Annuity

benefits in Section 4, Paragraph 3(g)(2) are not available for

assignment to Alternate Payees under a domestic relations order.

The remaining Survivor Annuity benefits provided in Section 4,

Paragraph 3 are available for assignment to an Alternate Payee as

described in that Section, subject to the divorce related

provisions described in Paragraph 3(b).  The Secretary, in

accordance with uniform and nondiscriminatory procedures

established by the Secretary, shall determine the qualified status

of any domestic relations order submitted to the Plan Administrator

and administer any distributions under this Plan pursuant to a QDRO

in accordance with the rules set forth in Code Section 414(p), and

any such determination or payment shall be final and binding on all

parties.  Unless otherwise prohibited by law, upon written notice

that a Participant is in a divorce proceeding or another type of

domestic relations proceeding with which this Plan's assets may be

subject to a payment to an Alternate Payee, the Plan shall

segregate any such pension amounts for a reasonable period of time

as determined by the Secretary.  Any necessary actuarial

computation relating to the determination or application of a

qualified domestic relations order shall be ascertained by using

the PBGC immediate and deferred annuity rates for Plans terminated

as of January 1 of the year in which the order is entered by a

court and in accordance with applicable mortality tables set forth

on the next page:
                                     
                                     Page 97


SECTION 6.  GENERAL PROVISIONS (Continued)                 SNETMPP

                               Mortality Table for

                     Actives, Retirees, and Alternate Payees

                    Age     Rate            Age      Rate
                    16    0.001437          64     0.018685
                    17    0.001414          65     0.020517
                    18    0.001385          66     0.022562
                    19    0.001351          67     0.024847
                    20    0.001311          68     0.027232
                    21    0.001267          69     0.029634
                    22    0.001219          70     0.032073
                    23    0.001167          71     0.034743
                    24    0.001149          72     0.037667
                    25    0.001129          73     0.040871
                    26    0.001107          74     0.044504
                    27    0.001083          75     0.048504
                    28    0.001058          76     0.052913
                    29    0.001083          77     0.057775
                    30    0.001111          78     0.063142
                    31    0.001141          79     0.068628
                    32    0.001173          80     0.074648
                    33    0.001208          81     0.081256
                    34    0.001297          82     0.088518
                    35    0.001398          83     0.096218
                    36    0.001513          84     0.104310
                    37    0.001643          85     0.112816
                    38    0.001792          86     0.122079
                    39    0.001948          87     0.132174
                    40    0.002125          88     0.143179
                    41    0.002327          89     0.155147
                    42    0.002556          90     0.168208
                    43    0.002818          91     0.182461
                    44    0.003095          92     0.198030
                    45    0.003410          93     0.215035
                    46    0.003769          94     0.232983
                    47    0.004180          95     0.252545
                    48    0.004635          96     0.273878
                    49    0.005103          97     0.297152
                    50    0.005616          98     0.322553
                    51    0.006196          99     0.349505
                    52    0.006853          100    0.378865
                    53    0.007543          101    0.410875
                    54    0.008278          102    0.445768
                    55    0.009033          103    0.483830
                    56    0.009875          104    0.524301
                    57    0.010814          105    0.568365
                    58    0.011863          106    0.616382
                    59    0.012952          107    0.668696
                    60    0.014162          108    0.725745
                    61    0.015509          109    0.786495
                    62    0.017010          110    0.852659
                    63    0.018685

                                     Page 98
                   
                   
                   
SECTION 6.   GENERAL PROVISIONS (Continued)                   SNETMPP

3. Determination of Eligibility

   a.  In all questions relating to age and service for eligibility

   to become a participant or eligibility for a deferred vested

   pension, or relating to term of employment and rates of pay for

   determining service pensions and other benefits, the decision of

   the Committee, based upon this Plan and upon the records of the

   Participating Company last employing such individual and insofar

   as permitted by applicable law, shall be final.

   b.  The computation period for determining eligibility to become

   a participant in the Pension Plan, under Paragraph l(e) of

   Section 4 shall be the first of the following computation

   periods in which the employee completes l000 hours of service:

   (l) the l2-consecutive-month period beginning with the

   employment commencement date and the succeeding such periods

   beginning on the anniversaries of the employment commencement

   date; or, (2) the l2-month period of the calendar year which

   includes the first anniversary of the employment commencement

   date and succeeding calendar years.  When a conversion to

   calendar years is made, or when both anniversary and calendar

   years are utilized, the participant who completes 1000 hours of

   service in both the initial employment year and the initial

   calendar year will be credited with two years of eligibility

   service credit.

   c.  The computation period for determining eligibility for a

   deferred vested pension under Paragraph l(b) of Section 4, is

   the calendar year.

   d.  The computation of "term of employment" or "credited

   service" for the accrual of pensions and calculation of benefits

   provided in Sections 4 and 5 of the Plan shall be as defined in

   Paragraph 22 of Section 2, and shall not be dependent on the

   completion of any given amount of service during any computation

   periods.

                                     Page 99


SECTION 6.  GENERAL PROVISIONS (Continued)                   SNETMPP

4. Breaks in Service

   a. General Provisions-except for Pension Participation and

   Vested Pensions

      (i) Any absence from the service without pay other than

      absence during a period of disability benefits, or leave of

      absence or temporary layoff as defined in Paragraphs 5 and 6

      of this Section, shall be considered as a break in the

      continuity of service and if any person is reemployed as a

      regular or provisional regular employee after such a break in

      the continuity of his service, his term of employment shall

      be reckoned from the date of such reemployment; provided,

      however, that 1) any break in the continuity of or absence

      from the service that does not exceed six months shall be

      eligible to have his prior service restored (herein referred

      to as a service bridging) if return to active service from

      such an absence occurs on or after October 1, 1980 and 2)

      effective November 1, 1986, any break in the continuity of or

      absence from service shall be eligible for a service bridging

      upon completion by an employee (who has previous periods of

      credited service which is eligible to be restored, which does

      not include the first period of service if its duration was

      less than six months) of four years of continuous credited

      service after the termination of the absence and prior to

      attaining the age of sixty-five years and 3) effective

      January 1, 1988, any break in the continuity of or absence

      from service shall be eligible for a service bridging upon

      completion by an employee, who has previous periods of

      credited service, but exclusive of the first period of

      service if less than six months, of four years of continuous

      credited service after the termination of the absence.  This

      Paragraph 4(a) shall apply for determination of "term of

      employment" or "credited service" in all cases under the

      Plan, except as a more liberal rule may be provided in

      Subparagraph (d) of this Paragraph 4.  It does not apply to

      the

                                    Page 100



SECTION 6.  GENERAL PROVISIONS (Continued)                   SNETMPP

      measurement of "years of service" to become a participant in

      the Pension Plan (Paragraph 4(b)) or to "calendar years of

      service" after age eighteen for determining eligibility for

      deferred vested pensions (Paragraph 4(c)).

      Any break in continuity of service referred to in this

      Paragraph 4 will not impair any pension for which the

      employee may have previously become eligible.

      (ii) Notwithstanding any other provision of the Plan, the

      term of employment of an individual who is reemployed by a

      Participating Company in accordance with the terms of a

      settlement, award or order involving litigation relating to a

      prior termination from employment of such individual shall

      include, immediately upon such reemployment, any time

      relating to the following periods:

              (1) Any period of time, determined in accordance with

         the provisions of Subparagraph (iii) below for which back

         pay or a lump sum settlement award is made,

              (2) Any period of time between the date of the prior

         termination and the date of reemployment, not in excess of

         thirty days, if the termination was converted by the

         Participating Company from which the individual was

         terminated to a suspension, or

         (3) Any period of time between the date of the prior

         termination and the date of the reemployment as is

         specified to be included in the individual's service or

         term of employment by a court order or court award or in

         accordance with the terms of a settlement which results in

         the individual's reemployment; and

              (4) All periods of credited service which were

         included in the individual's term of employment as of the

         date of his prior termination if the termination is

         converted to a suspension on the

                                    Page 101


SECTION 6.  GENERAL PROVISIONS (Continued)                     SNETMPP

         records of the Participating Company from which he was

         previously terminated, the period of absence from the date

         of termination was six months or less, or the provisions

         of a settlement agreement or court order or court award

         provide for such inclusion.

      (iii)  The period of time, as directed by Subdivision (ii)(1)

      above, for which a back pay award, order or settlement or

      lump sum payment relates shall be such period as specified in

      such award, order or settlement.  If no period of time is

      specified in such award, order or settlement, the period of

      time with respect to which a back pay award or lump sum

      payment shall be considered to relate shall equal the number

      of weeks determined by dividing the full amount of such award

      or payment by the employee's basic weekly wage rate in effect

      at the time of the individual's prior termination.  In any

      such case, the amount of the back pay award or lump sum

      payment shall be deemed to include any amount of compensation

      or other payment received by the individual from other

      sources which has been offset against the amount awarded or

      paid to the individual in accordance with the award, order or

      settlement.  Notwithstanding any other provision of this

      subparagraph, in no event shall the period of time included

      in an individual's term of employment, in accordance with the

      provisions of Subparagraph a(ii) 1-3 of this Paragraph 4,

      exceed the actual amount of time from the date of the

      employee's termination to the date of the employee's

      reemployment.

 (iv) Notwithstanding any other provision of this Plan, any

      individual hired as a regular or provisional regular employee

      shall be eligible to have any prior periods of temporary or

      job bank employment bridged to such regular periods of

      employment, in accordance with the standard service bridging

      provisions (i.e., immediately upon rehire if within six

      months of termination from regular or provisional regular

      employment; or upon

                                    Page 102


SECTION 6.  GENERAL PROVISIONS (Continued)                   SNETMPP

      completion of four consecutive years of credited service as a

      regular or provisional regular employee).

   b. Pension Plan Participation

      For purposes of determining the required service of an

   employee to be a participant in the Pension Plan under Paragraph

   l(e) of Section 4 any consecutive calendar years during which

   there is an absence without pay (other than absence during a

   period of disability benefits or leave of absence or temporary

   layoff as defined in Paragraph 5 and 6 of this Section) and

   during which an employee is not credited with more than 500

   hours of service with one or more Participating Companies

   (constituting a "one-year break in service" within the meaning

   of Section 4ll(a) (6) of the Internal Revenue Code) shall be

   considered as a break in the continuity of service, and if the

   employee is already a participant, also a break in the

   continuity of participation.  If any non-vested person is

   reemployed during or after a calendar year in which such a break

   in continuity occurs, and if said break equals or exceeds the

   greater of (a) the number of years of service prior to such

   break or (b) five years, his "years of service" to meet the

   participation test of said Paragraph l(e) shall be reckoned from

   the date of such reemployment, and no benefits which result from

   amendments to the Pension Plan during the break in service will

   be effective for such person until his participation is renewed

   with a "year of service".

   c. Vesting Eligibility

      For purposes of determining eligibility for a deferred vested

   pension under Paragraph l(b) of Section 4 any calendar year

   during which there is an absence without pay (other than absence

   during a period of disability benefits or leave of absence or

   temporary layoff as defined in Paragraphs 5 and 6 of this

   Section) and during which an employee is not credited with more

   than 500 hours of service with one or more Participating

   Companies

                                    Page 103


SECTION 6.  GENERAL PROVISIONS (Continued)                    SNETMPP

   (constituting a "one-year break in service" within the meaning

   of Section 4ll(a) (6) of the Internal Revenue Code) shall be

   considered as a break in the continuity of service, and if any

   non-vested person is reemployed during or after a calendar year

   in which such a break in the continuity of his service occurs,

   his "years of service" shall be reckoned (by calendar years)

   from after such reemployment, unless:

   (i)  he completes one calendar year of service after

   reemployment, in the case of a person who at the time of

   commencement of the absence was eligible for a deferred vested

   pension; or

   (ii)  the aggregate number of years of service prior to such

   break exceeds the number of consecutive one-year breaks in

   service, or, unless the Plan is permitted to disregard years of

   service that were disregarded under Plan provisions satisfying

   Sections 410(a)(5)(D) and 411(a)(6)(D) of the Internal Revenue

   Code (as in effect on August 22, 1984) as of December 31, 1984,

   the number of consecutive one-year breaks in service is fewer

   than five, and he completes one calendar year of service after

   reemployment (and after age 18) in the case of a person who at

   the time of commencement of the absence was not eligible for a

   deferred vested pension.

      d. Accrual of Vested Pension

      A break occurring on or after January l, l976, in the

   continuity of service of an employee who has already become a

   participant in the Plan under Paragraph l(e) of Section 4 or who

   had become a participant in the Predecessor Plan insofar as it

   results in the exclusion of service prior to the break from the

   "term of employment", used in determining the amount of a

   deferred vested pension, shall be considered to occur only when

   it is a "one-year break in service" within the meaning of

   Paragraphs 4(b) and 4(c) of this Section.  If any such person is

   reemployed during or after a calendar year in which such "one-

   year break in service" occurs, his term of

                                    Page 104


SECTION 6.  GENERAL PROVISIONS (Continued)                   SNETMPP

   employment for such purpose shall be reckoned from the date of

   such reemployment unless:

      (i)  he completes a twelve month period of service after the

      date of such reemployment, in the case of a person who at the

      time of commencement of the absence was eligible for a

      deferred vested pension; or

      (ii)  the aggregate number of years of service before such

      break exceeds the number of consecutive one-year breaks in

      service, or, unless the Plan is permitted to disregard years

      of service that were disregarded under Plan provisions

      satisfying Sections 410(a)(5)(D) and 411(a)(6)(D) of the Code

      (as in effect on August 22, 1984) as of December 31, 1984,

      regardless of the aggregate number of years of service prior

      to such break the number of consecutive one-year breaks in

      service is fewer than five, and he completes a twelve month

      period of service after the date of such reemployment in the

      case of a person who at the time of commencement of the

      absence was not eligible for a deferred vested pension.

   Whether or not it is a "one-year break in service," the period

   of a break in the continuity of service is not part of the "term

   of employment."

      Notwithstanding any other provision of this Paragraph 4(d),

   an employee's years of service shall include any previous

   periods of service (but not the first period of service if its

   duration was less than six months) prior to a break in service

   if the employee completes four years of continuous credited

   service after the break in service.

   (e)   Effective January 1, 1988, any credited service after the

   last day of the month in which a person reaches normal

   retirement age shall be considered in applying the provisions of

   Paragraphs 4(b), 4(c) and 4(d) of this Section 6.

   (f)   The provisions of Paragraphs 4(c)(ii) and 4(d)(ii)

   effective January 1, 1985, shall not be construed to require the

   Plan to recognize any

                                    Page 105


SECTION 6.  GENERAL PROVISIONS (Continued)                   SNETMPP

   employee's service prior to a break in service if such prior

   service would not have been recognized on December 31, 1984,

   pursuant to the Plan's break in service rules in effect on

   August 22, 1984.

   (g)   Notwithstanding any other provision of the Plan, if any

   individual accrues five years of vesting service while working

   on a temporary basis through the SNET Job Bank Program and such

   service is not otherwise recognized for purposes of pension

   eligibility or accrual, such periods of job bank service shall

   be bridged solely for purposes of determining eligibility for a

   deferred vested pension, and such individual shall be eligible

   to receive a deferred vested pension calculated based on job

   bank service only and payable at age 65 in accordance with the

   deferred vested pension provisions of Section 4.

5. Leave of Absence

   Leave of absence shall not constitute a break in the continuity

of service.  Leave of absence, for the purposes of this Plan, shall

mean leave formally granted in conformity with the rules of the

Committee, as adopted from time to time, and, except in the case of

leave on account of continued disability following the expiration

of a period of disability benefits, or a leave on account of an

individual's attendance at an educational institution, such leave

must be obtained at or before the time the absence begins.  A leave

of absence for a period not exceeding one month, except a leave

following expiration of disability benefits, may be granted in

accordance with the rules of the Participating Company which

employs the individual granted such a leave, without approval by

the Secretary, and the period of absence shall be credited in

computing term of employment, and the employee shall retain

eligibility to benefits during the absence.  Leave of absence for

any period in excess of one month shall not be effective unless

approved in writing by the Secretary, and in any case in which such

approval is given, the Secretary shall indicate, in

                                    Page 106


SECTION 6.  GENERAL PROVISIONS (Continued)                   SNETMPP

accordance with applicable legal requirements and the rules and

regulations of the Company, whether or not the period of absence is

to be deducted in computing term of employment and whether during

the absence the employee shall be eligible to benefits under this

Plan.

   For employees whose termination of employment was prior to

January 1, 1993, absence following the expiration of a period of

disability benefits (including a termination of employment with

eligibility for a disability pension or long term disability

benefits or workers' compensation benefits) shall be considered as

a break in the continuity of service unless the employee is granted

a leave of absence by the Committee; provided, however, that in its

discretion, the Committee may consider any such absence as a leave

of absence, either on a prospective or retrospective basis, if

satisfactory evidence is furnished that the disability was

continuous during the entire period of absence.  If the Committee

has decided to consider any such absence as a leave of absence, a

determination of the former employee's pension eligibility would be

based on the employee's actual credited service as of the actual

termination of employment date, and the employee's age as of the

date of the Committee's decision, and in accordance with the

pension eligibility provisions in Paragraph 1 of Section 4.

Maternity/Paternity Leave Provisions:  To the extent that an

employee's absence for any period (i) by reason of the employee's

pregnancy, (ii) by reason of the birth of the employee's child,

(iii) by reason of the placement of a child with the employee in

connection with the employee's adoption of the child, or (iv) for

purposes of caring for such child for a period beginning

immediately after such birth or placement is not considered a leave

of absence under the foregoing provisions, the employee shall be

credited with the hours of service which would normally have been

credited but for such absence up to a maximum of 501 hours.  Such

hours shall be credited to the calendar year following the

                                    Page 107


SECTION 6.  GENERAL PROVISIONS (Continued)                  SNETMPP

year in which the absence begins, unless the employee would have a

one-year break in service for the year in which the absence begins,

in which case such hours shall instead be credited to that year.

Family and Medical Leave Act Provisions:  For periods commencing

after August 4, 1993, if an employee is eligible under the Family

and Medical Leave Act of 1993 to take an unpaid leave to care for

the employee's child after birth, or placement for adoption or

foster care; to care for the employee's spouse, son or daughter, or

parent, who has a serious health condition; or if the employee has

a serious health condition that makes the employee unable to

perform the employee's job, the employee shall be credited with up

to 501 hours of service either in the year the absence began or in

the following year, as necessary to prevent a break in vesting

service.  The service to be credited shall not be counted toward

vesting service for purposes of a year of service or eligibility to

participate; nor will the credited service be included in term of

employment.  The crediting of up to 501 hours of service for any

period in this paragraph shall run concurrently with the crediting

of hours of service in the event that an unpaid leave is taken by

an eligible employee for maternity or paternity leave.  The

crediting of service for any year in this paragraph in addition to

any service credited for maternity or paternity leave shall not

exceed 501 hours or such lesser number of hours as is necessary for

the employee to avoid a break in service in the year of

recognition.

6. Layoff or Separation from Service Under the Provisions of the

SNET Management Severance Pay Plan

   A period of layoff, or a separation from service where the

employee received benefits under the provisions of the SNET

Management Severance Pay Plan (herein referred to as the 'temporary

layoff date'), shall be considered as a temporary layoff for

purposes of this plan if the employee is reemployed as a regular or

provisional regular employee (under such conditions as the rules of

the

                                    Page 108


SECTION 6.  GENERAL PROVISIONS (Continued)                  SNETMPP

Participating Company which employs such individual as adopted from

time to time may require) as follows: a) within two years of the

temporary layoff date if such employee completed less than six

years' service as of the termination of employment date, or b)

within four years of the temporary layoff date if such employee

completed six or more years' service as of the termination of

employment date.  If the employee is thus reemployed, the

continuity of his service shall not be broken, and such employee

shall be eligible to have his prior periods of service bridged

(including periods of temporary SNET employment subsequent to the

first six month period following the temporary layoff date) with

service credit for up to the first six months of such absence; the

remaining period of the temporary layoff absence will be deducted

in computing term of employment.  If the employee is not thus

reemployed, the continuity of his service shall be deemed to have

been broken, and such employee shall not receive service credit

under the provisions of this Paragraph 6 for any period of such

absence.

7. Special Classification

   Death resulting from infection of a cut, abrasion, scratch,

puncture, or other wound not immediately disabling and not reported

at the time of the occurrence causing the injury, or from sunstroke

or frostbite, shall not be classed as due to accident, except at

the discretion of the Committee.

8. Method of Payment

   Payments under the Plan shall be made in conformity with the

financial methods of the Company and on orders of or bills prepared

by the Committee or such other persons as may be designated by the

Committee.

9. Amounts Accrued Prior to Death

   Pension payments accrued but not actually paid at the time of

death of a former employee, pensioner or annuitant may, if

permissible under applicable law and, if so, in the discretion of

the Secretary, be paid to the spouse of

                                    Page 109


SECTION 6.  GENERAL PROVISIONS (Continued)                    SNETMPP

the deceased person or to some other suitable person selected by

the Secretary, for use in payment of expenses incident to the death

of the deceased person, or for the benefit of any one or more

persons who were dependent upon him at the time of his death.  In

cases where a participant's pension payment has been mailed or

deposited to a participant's account in a bank or other financial

institution prior to the Secretary's receipt of notification of the

participant's death, the participant's estate shall be entitled to

retain the full pension payment for the month in which the death

occurred.

l0. Payment to Others

   Benefits payable to a former employee, pensioner or annuitant

unable to execute a proper receipt may be paid to a relative or

other proper person, selected by the Secretary, to use for the

benefit of the former employee, pensioner or annuitant and the

receipt of such person shall be a sufficient discharge.

ll. Pension or Benefit Option During Disability

   If a person receiving sickness or accident disability benefits

under the Sickness and Accident Disability Benefit Plan leaves the

service of a Participating Company for any reason and is entitled

to payment of a service or deferred vested pension, any such

disability benefits shall continue to be payable to such person;

provided, however, that upon the commencement of the service or

deferred vested pension payments, the Participating Company shall

reduce the amount of such disability benefits to an amount which

when added to the service or deferred vested pension amount ensures

that the total pension and disability payment does not exceed and

is not diminished below the rate of disability payments to which he

would have been entitled to receive if such pension payments did

not commence.  If a person receiving a disability pension files a

written request for payment of a deferred vested pension and is

entitled thereto, the disability pension shall be discontinued upon

the

                                    Page 110


SECTION 6.  GENERAL PROVISIONS (Continued)                     SNETMPP

commencement of the deferred vested pension payment.

12. Multiple Participating Company Employment

   If an employee of one Participating Company is an employee also

of one or more other Participating Companies, any pension or death

benefit to which such employee, his beneficiaries or his annuitant

may become entitled under the Plan shall be computed on the basis

of the total combined pay which the employee is receiving from all

such companies, and, except in the case of death due to accident

arising out of and in the course of employment by any of such

companies, shall be pro-rated among the Participating Companies on

the basis of the pay the employee was receiving from each company,

and the Participating Company or Companies, as applicable, shall

only pay its or their share thus determined.  Any maximum or

minimum amounts fixed by the Plan for pensions or death benefits

shall apply to the total amount payable by all companies and not to

the portion payable by any Participating Company or Companies.

13. Merger or Consolidation

   In case the Pension Plan is merged or consolidated with, or the

assets or liabilities of the Management Pension Fund Account

transferred to any other plan, the benefit that each participant in

the Pension Plan would receive if there were a termination

immediately after such merger, consolidation or transfer shall be

not less than he would have received if there were a termination

immediately before.

14. Annual Report

   The Committee shall publish annually, in accordance with the

requirements of the Pension Act, a report of the operations under

the Plan.

15. Predecessor Plan Provisions

           This Plan shall be deemed to incorporate the provisions of the

       Predecessor Plan with respect to the entitlement to or computation

         of any benefit of an individual who is not and never becomes an

                  employee on or after October l, l980 
                  
                               Page 111




GENERAL PROVISIONS (continued)                                  SNETMPP

and such provisions shall apply to all such individuals who would

have been entitled to a benefit hereunder, pursuant to such

provisions, if this Plan had existed, from time to time, prior to

October l, l980.

16. Prior Provisions of the Plan

   The Plan, as set forth herein, shall be deemed to incorporate

any prior provision which was effective at the time of or became

effective after an individual's termination from service or

retirement to the extent such individual's entitlement (or the

entitlement of a beneficiary of such individual) to any right under

the Plan continues to be determined in accordance with such

provision.

17. Unclaimed Benefits

   If any payment or other benefit to which an individual is

entitled under this Plan is unclaimed or otherwise not subject to

payment to the person or persons so entitled, such amounts

representing such payment or payments shall be retained in the

trust associated with the Plan and shall not escheat to any state

or revert to any party unless required by law, but may in the

judgment of the Company, be used to offset future contributions to

the Plan and/or its associated trust; provided, however, that any

such benefits shall be restored pursuant to an eligible claim

therefor.

18. Top-Heavy Provisions

   In the event that this Plan is deemed a "Top-Heavy Plan" with

respect to any Plan Year, the following provisions shall apply with

respect to such Plan Year, notwithstanding any other provisions of

the Plan to the contrary:

   (1) Vesting:  Any participant as defined in Paragraph 1(e) of

Section 4 who has completed two or more years of service, computed

in accordance with Paragraph 3(c) of Section 6, beginning with the

calendar year in which the participant attained the age referred to

in Section 203(b)(1)(A) of the Pension Act, namely age eighteen,

and any participant who is in the service of a

                                    Page 112


SECTION 6.  GENERAL PROVISIONS (Continued)                      SNETMPP

Participating Company at age sixty-five or later, who leaves the

service of a Participating Company for any reason other than

transfer to another Participating Company, and who is not eligible

for a service pension under Paragraph 1(a) of Section 4 on account

of the same period of employment, shall be eligible for a pension

which shall commence upon his sixty-fifth birthday or the day

following the termination of his employment with a Participating

Company, whichever is later, and shall be referred to in the Plan

as a deferred vested pension.

   The monthly pension allowance for each person eligible for a

deferred vested pension under the preceding paragraph shall be

computed by multiplying the amount determined under Paragraph 2(f)

of Section 4, or one-twelfth of the "Minimum Accrued Benefit" as

determined under Subparagraph 2 of this Paragraph 18, whichever is

greater, by 100%, for any participant who is in the service of a

Participating Company at age sixty-five, or by the percentage in

the schedule below related to the employee's completed years of

service, as computed in accordance with the preceding paragraph,

for any participant who leaves the service of a Participating

Company before attaining age 65.

                   Years of Service       Percentage
                      Less than 2             -0-
                          2                   20%
                          3                   40%
                          4                   60%
                      5 or more              100%
   If the Plan ceases to be a "Top-Heavy Plan", then any employee

who has at least three years of plan participation as of the 60th

day following the last day of the last Plan Year in which the Plan

was "Top-Heavy" may elect that the provisions contained in this

Subparagraph 1 shall continue to apply with respect to such

employee.  For any other employee, the provisions contained in this

Subparagraph 1 shall apply only to the employee's eligibility for a

deferred vested pension and monthly pension allowance computed as

if the employee left the service of a Participating Company as of

the last day of the

                                    Page 113


SECTION 6.  GENERAL PROVISIONS (Continued)                  SNETMPP

last Plan Year in which the Plan was "Top-Heavy."

   (2) Minimum Accrued Benefits:  The "Minimum Accrued Benefit" of

each participant who is not a "Key Employee" on the "Determination

Date" and has completed at least 1,000 Hours of Service in the Plan

Year in which the Plan is deemed top-heavy shall equal the lesser

of (1) 20% of the participant's "Top-Heavy Average Compensation",

or (2) 2% of the participant's "Top-Heavy Average Compensation"

multiplied by such participant's "Top-Heavy Years of Service".  The

"Minimum Accrued Benefit" applies even though under other Plan

provisions the participant would not otherwise be entitled to

receive an accrual for the year because the non-key employee is not

employed on the last day of the Plan Year.

   For purposes of this Subparagraph 2, "Top-Heavy Average

Compensation" means the participant's average annual compensation

over the period of 5 consecutive years during which the participant

had the greatest aggregate compensation.  Years ending in a Plan

Year beginning before January 1, 1984 and years beginning after the

close of the last Plan Year in which this Plan is deemed a "Top-

Heavy Plan" shall not be taken into account.  For purposes of this

Subparagraph 2, compensation shall mean either (i) the total W-2

compensation paid by a Participating Company to a participant in

the normal course of employment but shall exclude contributions

made by a Participating Company to a deferred compensation plan to

the extent that such contributions are not includable in the gross

income for such participant for the taxable year in which

contributed prior to the application of Section 415 of the Code for

such plan, or (ii) all wages subject to tax under Code Section

3101(a) without the dollar limitation of Section 3121(a), but not

including deferred compensation other than contributions through a

salary reduction agreement to a cash or deferred annuity under Code

Section 401(k) or to a tax deferred annuity under Section 403(b) of

the Code, or (iii) W-2 wages for the calendar year ending

                                    Page 114


SECTION 6.  GENERAL PROVISIONS (Continued)                 SNETMPP

coincident with the Plan Year.

   (3) Top-Heavy Determination:  This Plan shall be deemed a "Top-

Heavy Plan" only with respect to any Plan Year in which, as of the

"Determination Date", the present value of the cumulative accrued

benefits under the Plan for "Key Employees" exceeds 60% of the

present value of the cumulative accrued benefits under the Plan for

all employees.

   For purposes of determining the present value of the cumulative

accrued benefit of any employee, such present value shall be

increased by the aggregate distribution (if any) made with respect

to such employee under this Plan, the Predecessor Plan, or both,

during the 5-year period ending on the "Determination Date".

However, a Plan distribution made after the "Valuation Date" and

before the "Determination Date" of any Plan Year shall be included

as a Plan distribution under this Subparagraph to the extent such

distribution is included in the present value of the accrued

benefits as of such "Valuation Date."

   For purposes of calculating the present value of accrued

benefits under this Plan, such present values shall be calculated

as of the "Determination Date" using the same actuarial assumptions

that are used in the annual actuarial valuation, described in

Paragraph 8 of Section 4, except that the assumed rate of return

shall

be the rate used by the Pension Benefit Guaranty Corporation, as of

the "Determination Date", for determining the value of plan

benefits under termination pension plans.  The accrued benefit for

any participant shall be calculated as if the participant had

terminated service as of the applicable "Determination Date".

   For purposes of determining the present value of the cumulative

accrued benefit of any employee, such present value shall be

increased by the aggregate distribution (if any) made with respect

to such employee under this Plan, the

                                    Page 115


SECTION 6. GENERAL PROVISIONS (continued)                   SNETMPP

Predecessor Plan, or both, during the 5-year period ending on the

"Determination Date".

   (4) Adjustments to Section 415 Limits:  In calculating the

denominator of the fraction described in Subparagraph (e)(1) of

Paragraph 9 of Section 4, the factor "1.0" shall be used instead of

"1.25", and in calculating the denominator of the fraction

described in Subparagraph (e)(2) of Paragraph 9 of Section 4, the

phrase "100% of the dollar limitation under Section 415(c)(1) (A)

of the Code for each such year" shall be substituted for the phrase

"125% of the dollar limitation under Section 415(c)(1)(A) of the

Code for each such year".

   If a non-key employee is entitled to a Minimum Accrued Benefit

under this Plan in a Plan Year, he shall not be entitled to any

minimum contribution under any defined contribution plan in which

he participates which is maintained by a Participating Company in

the event such defined contribution plan is also deemed top-heavy

in such year.

   (5) Aggregation:  Each plan of a Participating Company required

to be included in an "Aggregation Group" shall be treated as a "Top-

Heavy Plan" if such group is a "Top-Heavy Group".  For purposes of

this Subparagraph 5, "Aggregation Group" means:  (i) each plan of a

Participating Company in which a "Key Employee" is a participant,

and (ii) each other plan of a Participating Company which enables

the plan or plans described in (i) above to meet the requirements

of Sections 401(a)(4) or 410 of the Code, as amended.  Any plan of

the employer that is not required to be included in an "Aggregation

Group" may be treated as part of such group if such group would

continue to meet the requirements of Sections 401(a)(4) and 410 of

the Code, as amended.

   For purposes of this Subparagraph 5, "Top-Heavy Group" means any

"Aggregation Group" if the sum (as of the "Determination Date") of

the present value of the cumulative accrued benefits for "Key

Employees" under all defined

                                    Page 116


SECTION 6. GENERAL PROVISIONS (continued)                   SNETMPP

benefit plans included in such group and the aggregate of the

accounts of "Key Employees" under all defined contribution plans

included in such group exceeds 60% of a similar sum determined for

all employees.

   (6) Rollovers:  For purposes of this Paragraph 18, an "Unrelated

Transfer" shall mean a plan-to-plan transfer that is both (i)

initiated by the employee and (ii) made from a plan maintained by

one employer to a plan maintained by another employer.  A "Related

Transfer" shall mean a plan-to-plan transfer that is either (i) not

initiated by the employee or (ii) is made to a plan maintained by

the same employer.  For purposes of determining whether the

employer is the same employer, all employers aggregated under

Section 414(b), (c) and/or (m) of the Code, as amended, shall be

treated as the same employer.

   If an "Unrelated Transfer" is received by this Plan, such

transfer will not be considered part of the employee's accrued

benefit if accepted after December 31, 1983.  If an "Unrelated

Transfer" was received by this Plan before December 31, 1983, such

transfer will be considered part of the employee's accrued benefit.

   If a distribution made from this Plan is deemed an "Unrelated

Transfer", such distribution shall be recognized pursuant to the

final sentence of Subparagraph 3 of this Paragraph 18.  If a

distribution made from this Plan is deemed a "Related Transfer",

such distribution shall not be recognized pursuant to the final

sentence of Subparagraph 3 of this Paragraph 18.

   (8) Valuation Date:  The Valuation Date means the first day of

each Plan Year and any other date deemed necessary by the

Committee.

19.  Unemployment Compensation Act of 1992

   Effective for eligible distributions from the Plan made on or

after January 1, 1993, and notwithstanding any provision of the

Plan, a participant or a beneficiary may elect, at the time and in

the manner prescribed by the plan administrator, to have any

portion of an eligible rollover distribution paid

                                    Page 117


SECTION 6. GENERAL PROVISIONS (continued)                     SNETMPP

directly in a direct rollover to an eligible retirement plan

specified by the participant or the beneficiary.  The plan

administrator will notify each participant and beneficiary if a

distribution is eligible for the direct rollover provisions based

on Section 401(a)(31) of the Internal Revenue Code, and will

provide such individual with the special notice which outlines the

types of distributions eligible for a direct rollover, as well as

the tax withholding provisions which will apply if a direct

rollover is not elected when available, and the forms required to

instruct the Plan on the method of distribution chosen by such

individual.

   An eligible rollover distribution is any distribution of all or

any portion of the balance to the credit of the participant or

beneficiary, except that an eligible rollover distribution does not

include any distribution that is one or a series of substantially

equal periodic payments (not less frequently than annually) made

for the life (or life expectancy) of the participant or beneficiary

or the joint lives (or joint life expectancy) of the participant

and his beneficiary, or for a specified period of ten years of

more; any distribution to the extent such distribution is required

under Section 401(a)(9) of the Code; and the portion of any

distribution that is not includible in gross income.

   An eligible retirement plan is an individual retirement account

described in Section 408(a) of the Code, an individual retirement

annuity described in Section 408(b) of the Code, an annuity plan

described in Section 403(a) of the Code, or a qualified trust

described in Section 401(a) of the Code, that accepts the

participant's or beneficiary's eligible rollover distribution.

However, in the case of an eligible rollover distribution to the

surviving spouse, an eligible retirement plan is an individual

retirement account or individual retirement annuity.

   For purposes of this Paragraph 19, a participant includes an

employee or

                              Page 118


SECTION 6. GENERAL PROVISIONS (continued)                   SNETMPP

former employee, and a beneficiary includes the employee's or

former employee's surviving spouse, or the spouse or former spouse

who is the alternate payee under a qualified domestic relations

order, as defined in Section 414(p) of the Code.

   A direct rollover is a payment by the Plan to the eligible

retirement plan specified by the participant or beneficiary.


                           Page 119


SECTION 7.  TRANSFER PROVISIONS WITH THE SNETPP                SNETMPP

   In the event of the transfer of a participant in this Plan to

the SNETPP or from the SNETPP to this Plan, the obligation with

respect to the employee's pension benefits under this Plan or under

the SNETPP, as applicable, will be transferred from the plan from

which the employee transfers to the plan to which the employee

transfers pursuant to the provisions of Paragraph 6(c) of Section

4.  Upon the transfer of such obligation, assets shall be

transferred in connection with such obligation transferred, as

required by and as determined in accordance with applicable

Internal Revenue Service Regulations, from the pension fund which

transfers the obligation to the pension fund which accepts the

obligation.  Upon the transfer of an employee's pension obligation

from this Plan to the SNETPP or from the SNETPP to this Plan, such

employee's term of employment, as hereinabove defined, under the

plan to which he transfers shall include any applicable term of

employment with any Participating Company.

                               Page 120


SECTION 8.  CHANGES IN PLAN; TERMINATION OF PLAN            SNETMPP

   This Plan may be amended from time to time or terminated at any

time by the Board acting in accordance with the Corporation's by-

laws.  The Board may delegate authority to the Committee (or other

representative designated by the Board or the Committee) with

respect to modification of the Plan and the Committee, to the

extent authorized by the Board, may in turn delegate the authority

to modify the Plan to a representative of the Committee's choosing.

   The Committee, acting in accordance with its by-laws, is

authorized to adopt amendments a) which are administrative

modifications and do not (i) affect the level or cost of benefits,

or (ii) change the Plan's eligibility or vesting requirements, or

(b) are dictated by requirements of Federal or State statutes or

regulations thereunder, or are authorized or made desirable by such

statutes or regulations, as determined by the Committee with the

advice of legal counsel.

The Committee may recommend other amendments for adoption by the

Board.

   The Secretary is authorized to adopt amendments which, in the

opinion of the Secretary with the advice of legal counsel, are

dictated by requirements of federal or state statutes or

regulations thereunder, or are authorized or made desirable by such

statutes or regulations thereunder.  The Secretary shall

periodically report such amendments to the Committee.

   Any such changes or termination, whether adopted by the Board,

the Committee, the Secretary (or other designated representative)

shall not affect the rights of any employee, without his consent,

to any benefit or pension to which he may have previously become

entitled hereunder.

   If an amendment changes the vesting schedule in the Plan, any

participant having three or more years of plan participation on the

date which is sixty days after such amendment is adopted or

effective (or, if later, sixty days after written notice of such

amendment is given) may, within a reasonable time after the

effective date of the amendment, elect to remain subject to the

vesting schedule in effect prior to such amendment.

                                    Page 121

                 SNET MANAGEMENT PENSION PLAN
                               
A summary of amendments to the SNET Management Pension Plan ("Plan") 
is as follows:

Effective January 1, 1996:
For eligible management employees (as described below), the
SNET Management Pension Plan ("Plan") is amended to provide
for the conversion of the pension benefits payable under this
Plan to a total Cash Balance Plan ("CBP") using the conversion
formula and ongoing CBP accrual formula as described below.

1.   Eligibility Criteria:
     All regular full and part-time management employees who:
     1) as of January 1, 1996 are on the active payroll or an
     approved Leave of Absence; 2) are on the active payroll
     as of December 13, 1995 and die on or after such date; 3)
     terminate employment on or after December 13, 1995 at the
     expiration of sickness or accident disability benefits
     under the provisions of the SNET Disability Benefits
     Plan; or 4) former management employees who accepted
     employment with Computer Sciences Corporation (CSC), who
     as of January 1, 1996 are still employed by CSC and have
     not elected to commence their pension benefits.

2.   Vesting:
     Each employee's CBP shall vest in accordance with the
     rules applicable under the provisions of the Plan, which
     generally requires 5 years of service.

3.   Determination of the Opening Cash Balance Plan Account:
          Solely for purposes of determining the opening CBP
          account amount, each eligible employee's prior
          periods of service shall be 'bridged' to determine
          the employee's net credited service date,
          irrespective of such employee's actual eligibility
          for such service bridging.  Each eligible employee's
          opening CBP account shall be credited with an amount
          equal to the product of (1), (2), (3) and (4) below:
          (1)  The employee's annualized Base Pay Rate in
          effect as of November 1, 1995 (including any lump
          sum payment made in 1994 in lieu of a base pay rate
          increase) plus five percent plus any eligible
          incentive compensation payments
          (as defined in the Plan Section 4, Paragraph 2(iii))
          paid in 1995 or that would have been paid in 1995
          except that the employee elected to defer such
          payment in accordance with the terms of a deferred
          compensation plan;
          (2)  The years and months of service calculated as
          of December 31, 1996 except for those former
          management employees who, due to their employment
          status with CSC, are eligible for service credit up
          through June 30, 1996 under the provisions adopted
          May 10, 1995 in which case the years and months of
          service shall be calculated as of June 30, 1996;
          (3)  .015; and



          (4)  The applicable transition multiplier factor
          based on the employee's actual age and service as of
          January 1, 1997 for the early retirement factor
          component, and the actual age as of January 1, 1996
          for the lump sum conversion factor component (as set
          forth in Table 1(a) and 1(b)).
     
     In the event that the total compensation eligible for
     inclusion in Step 3(1) exceeds $150,000, the opening
     account balance credited under the Plan shall be
     determined based on eligible compensation up to and
     including $150,000, and an opening account balance shall
     be credited under the SNET Pension Benefit Plan based on
     eligible compensation in excess of $150,000.
     
     For eligible management employees, the pension benefit
     shall never be less than the amount to which they would
     be entitled as of January 1, 1996 pursuant to any pension
     formula in effect prior to the adoption of this
     amendment.

4.   Interest credits:
     For the period from January 1, 1997 through December 31,
     1998, each employee's CBP account payable under this Plan 
     and the Pension Benefit Plan will be credited with interest 
     on the last business day of each month at a rate of a) for an
     employee whose years and months of service as of December
     31 of such year is less than 30 years, .565% (for an
     effective annual rate of 7.0%), or b) for an employee
     whose years and months of service as of December 31 of
     such year is 30 or more years, .247% (for an effective
     annual rate of 3.0%).  For periods after December 31,
     1998, an employee's CBP account shall be credited with an
     effective annual rate of not less than 3.0%.
                               
     When the CBP account is to be distributed in the form of
     an immediate life annuity or a single lump sum payment,
     interest will be credited at the then current year's
     crediting rate to the end of the month in which
     termination or death occurs.

     For an employee who retires or terminates service and who
     elects to defer receipt of his/her pension benefits to
     any later date up to the employee's normal retirement
     age, the interest on such employee's CBP account will be
     credited as of the last business day of each month at a
     rate equal to the effective annual rate of 3% until the
     end of the month prior to the month in which a life
     annuity commences.  If an employee elects to defer
     receipt of pension benefits upon retirement or
     termination, the lump sum pension distribution option
     will not be available when such pension benefits
     subsequently become payable.

5.   Annual Pay Related Credits:
     On the last day of each plan year beginning December 31,
     1997, each employee's CBP account payable under this Plan
     and the Pension Benefit Plan will be credited with basic
     pay related credits as set forth below.  Basic pay
     related credits are based on age and service credit
     (defined below) and the current years' eligible pay.  An
     employee's eligible pay shall be equal to the calculated
     basic rate of pay based on the employee's scheduled work
     hours for the period January 1 through December 31 of
     such year and eligible incentive compensation payments
     paid that year or that would have been paid in such year
     except that the employee elected to defer such payment in
     accordance with the terms of a deferred compensation
     plan.  The pay related credit will be determined based on
     a) the years, months and days an employee has been
     employed by SNET as of the end of each Plan year and will
     include service credited under the Plan service bridging
     provisions, and b) the years, months and days of the
     employee's age as of the end of each Plan year.  As of
     January 1 of each Plan year beginning with January 1,
     1997, the pay related credit shall be determined by
     adding age and service expected as of the end of such
     year and raising any fractional days of the sum of age
     and service to a month to calculate the number of
     "points" to be recognized for purposes of determining the
     level of pay related credits to be granted for such year
     based on the following table:

            POINTS
          (In years)     CREDIT
           Under 35       3.5%
           35-44          4.0%
           45-54          5.0%
           55-64          6.0%
           65-74          7.0%
           75-84          8.0%
           85-94          9.0%
          Over 95        10.0%
     For years in which an employee does not receive full
     service credit due to a leave of absence or other break
     in service, the employee's eligible pay shall be prorated
     to reflect the deduction of the term of such break in
     service.

6.   Supplemental Pay Credits:
     In the event that an employee's eligible pay exceeds 80%
     of the Social Security Wage Base for any Plan year, such
     employee's CBP account payable under this Plan and the
     Pension Benefit Plan will be credited with a supplemental
     pay credit which shall be determined by multiplying the
     amount of eligible pay in excess of 80% of the Social
     Security Wage Base by the same credit percentage as was
     applied under Paragraph  5 above.

7.   CBP  Distribution Options:
     In general, employees who terminate employment for any
     reason will be eligible to elect to receive a
     distribution of the vested CBP account in a single lump
     sum distribution, monthly pension benefits (with
     surviving spouse pension benefits available), or a
     combination of monthly pension benefits and a lump sum
     distribution.  The normal form of payment of the CBP
     shall be a joint and survivor annuity for married
     employees or a single life annuity for unmarried
     employees.  The monthly payment amount of the CBP if
     payable as a single life annuity, shall be determined by
     dividing the CBP account balance as of the termination of
     employment date by the applicable annuity factor provided
     in Table 2.  If the CBP is payable as a joint and
     survivor annuity, such single
     
     life annuity amount payable to the employee shall be
     reduced by 10% with the named spouse as annuitant
     eligible to receive 50% of the employee's reduced pension
     benefit; provided, however, that if the named annuitant
     shall predecease the employee, the 10 percent reduction
     shall be restored to such employee effective with the
     pension payment due for the month following the month of
     such annuitant's death.

     The employee may elect a lump sum certain option where
     the employee elects to receive a reduced monthly pension
     benefit to provide for a lump sum distribution of the
     balance in the event the employee, and his or her
     surviving spouse if the survivor annuity provisions are
     elected, does not receive monthly pension benefit
     payments equal to the lump sum benefit that would have
     been payable when such employee terminated employment.
     The lump sum certain option shall be calculated using the
     reduction factors set forth in Table 3.  In the event of
     the death of an employee prior to termination of
     employment, the surviving spouse will be eligible to
     receive the employee's vested account balance in one lump
     sum payment, or in monthly pension payments.  If there is
     no spouse, the employee's vested account balance will be
     paid to the employee's estate in one lump sum payment.

     For any employee who elects the entire portion of the
     pension benefit to be payable in a lump sum distribution,
     such employee shall not be considered a participant in
     the Plan or the Pension Benefit Plan for any purpose
     after the date of such distribution.  For any employee
     who elects all or any portion of the pension benefit to
     be payable in a lump sum, such employee shall not be
     eligible for future pension benefit increases, if any, or
     the Death Benefit provisions of the Plan.  The lump sum
     certain option shall not be considered to be a lump sum
     distribution for purposes of this paragraph.

     If the CBP account balance as of the termination of
     employment date is $3,500 or less, the entire CBP account
     will be payable immediately in a single lump sum
     distribution.

In addition:

The Plan is to provide for a combination of monthly pension
benefits and a lump sum distribution of the balance.  The
combination options will require 50% or 75% of the total
pension benefit to be payable in monthly pension benefits, and
the balance payable in a lump sum.

The Plan is amended to provide that, for eligible management
employees on the active payroll or eligible leave of absence
as of January 1, 1996, the employee's annualized Base Pay Rate
used for determining an eligible employee's opening Cash
Balance Plan account shall (1) include the employee's
annualized differential rate in effect as of November 1, 1995
for evening and night tours (hereafter referred to as "fixed
differentials"); and (2) be the employee's annualized Base Pay
Rate in effect during the period January 1, 1995 through
December 31, 1995 in each case in which such employee's Base
Pay Rate in effect as of November 1, 1995 is less than the
Base Pay Rate in effect as of January 1, 1995.

The Plan is amended to provide that the definition of basic
rate of pay used for purposes of determining the amount of an
eligible employee's annual pay related credits shall include
the employee's calculated basic rate of pay plus the
employee's calculated fixed differential rate of pay, when
applicable, based on the employee's scheduled work hours for
the period January 1 through December 31 of such year.


Effective December 20, 1995
The Plan be clarified to provide that, in the event that a
former SNET bargaining unit employee who accepted employment
with Computer Sciences Corporation (CSC), in accordance with
the Agreement between SNET and CSC and related negotiations
with the Connecticut Union of Telephone Workers' Inc., is
subsequently rehired to a management position at SNET, such
individual shall be considered for all benefit purposes,
except for the vesting requirements under the SNETMPP as a new
employee with no previous SNET service.  This clarification
reflects the provisions of the Agreement which provides that
the pension benefit assets associated with such bargaining
unit employees will be transferred to the CSC pension plan for
all purposes, and that the prior periods of SNET service will
be recognized by CSC for all purposes.

Effective March 1, 1996:
The Plan be amended to provide that employees of Participating
Companies who retire or terminate service with fifteen or more
years of credited service, whose date of termination or
retirement is on or after January 1, 1993 and who received the
maximum 52 week period of sickness or accident disability
benefits provided under the SNET Disability Benefit Plan,
shall be eligible to commence receipt of a Disability Service
Pension payable from the trust fund in accordance with the
provisions of the Plan and calculated using the undiscounted
pension benefits payable in accordance with the pension
formula and related distribution option provisions in effect
at the time such employee's employment ended (as described
below), unless such employee is eligible for distribution
under the Cash Balance Plan provisions of the SNETMPP.

For eligible management employees, the undiscounted pension
benefit amount payable under this provision shall mean the
undiscounted pension benefits payable in accordance with the
Adjusted Career Income formula in effect as of the earlier of
the employee's date of termination or December 31, 1995, with
such pension benefit payable in the form of: (1) for
terminations prior to January 1, 1996, monthly pension
payments with or without the survivor annuity provisions; or
(2) for terminations on or after January 1, 1996, monthly
pension payments with or without the survivor annuity or the
lump sum certain option provisions.

Effective April 1, 1996:
The Plan be amended to provide that any former employee who
commenced receiving a disability pension on or after January
1, 1976 and prior to January 1, 1993, and who is still
receiving such disability pension as of April 1, 1996, shall
be granted and retired with, in lieu of any other pension, a
pension designated a service pension, in the same amount as
the disability pension under the terms and conditions provided
under Section 4, Paragraph 1(d) of the SNETMPP and the
disability pension shall be discontinued.

- Report of provisions adopted by the Secretary of the
  Committee as authorized by this Committee on January 24, 1996
  as necessary or desirable for the implementation of the change
  to a Cash Balance Plan concerning the calculation of the
  SNETMPP opening Cash Balance Plan account balance for eligible
  management employees as of January 1, 1996.
  For management employees who were on the active payroll or
  an approved leave of absence as of January 1, 1996, the
  following provisions were adopted and implemented:
- Opening CBP account balances were created and provided to
  all eligible employees who were vested (i.e., have 5 or more
  years of service) or who would have become vested by December
  31, 1996.
- For eligible employees whose prior service was eligible
  to be bridged on or before December 31, 1996, the prior
  service was bridged solely for purposes of determining the
  eligibility for the CBP during 1996, and the amount of the
  opening CBP account balance.
- Employees who were promoted to management status between
  January 1, 1993 and December 31, 1995, inclusive, had their
  opening CBP account balance created using all service as a
  bargaining unit and management employee.  The three year
  waiting period previously required by the SNETMPP before
  pension benefits would be determined using bargaining unit
  service under the management formula was eliminated.
- Employees who were rehired by SNET on or after January 1,
  1992 and whose prior periods of service were bridged or were
  eligible to be bridged by December 31, 1996, had their opening
  CBP account balance created with the bridged credited service.
  The requirement that a minimum of one year of reemployment be
  completed in addition to the prior service being bridged was
  waived solely for purposes of creating the opening CBP account
  balance under the transition formula.

For eligible management employees who did not meet the
above criteria to be eligible to leave during 1996 with the
CBP account, the following provisions were adopted and
implemented:
- Employees who will not become vested during 1996 must
  remain as an active employee or on an approved leave of
  absence continuously until they have completed five years of
  service and became vested; they would then be eligible for
  distribution of an opening CBP account balance created using
  the transition formula.  If they are not continuously
  employed, they will be eligible for a CBP calculated in
  accordance with the rehire provisions in effect when they are
  subsequently rehired.
- Employees who are not eligible to have their prior
  service bridged during 1996 must remain on the active payroll
  until such time as their prior service is eligible to be
  bridged and they have completed one continuous year of service
  to be eligible to have their opening CBP balance created using
  all periods of service and the transition formula.  If they do
  not remain continuously employed until their prior periods of
  service are eligible to be bridged, they will be eligible for
  a CBP calculated in accordance with the rehire provisions in
  effect when they are subsequently rehired.

The following provisions have been adopted regarding
calculations of CBP account balances for employees who, on
or after January 1, 1996, are promoted to management status
or rehired:

- Employees promoted to management status on or after
  January 1, 1996 shall have their opening CBP account balance
  created using the CBP balance calculated under the SNETPP
  provisions and reflecting all interest and service credits
  through the date of promotion.  Ongoing accruals in the
  SNETMPP CBP shall be based on all credited service as a
  bargaining unit and management employee.  For employees
  promoted during 1996, the SNETMPP accrual provisions for the
  CBP shall apply for periods following the date of promotion
  through December 31, 1996.
- Employees who are rehired by SNET on or after January 1,
  1996 must have their prior periods of service bridged in
  accordance with the SNETMPP provisions and must satisfy the
  minimum of one year of reemployment requirement to have their
  prior accrued pension benefits converted to a CBP account
  balance.  Amounts accrued during such period of reemployment
  shall be subject to offset for any pension benefits previously
  distributed to such employee.  The remaining specifics
  relating to the rehire provisions have not been finalized at
  this time.