ex10a.htm


    

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        SUPPLEMENTAL
          LIFE INSURANCE
          PLAN

      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        Effective:  January
          1, 1986

      

      
        Revisions
          Effective: May 25,
          2007

      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      
           SUPPLEMENTAL
          LIFE INSURANCE PLAN

      

      
        


      

      
        TABLE
          OF
          CONTENTS

      

      
        


      

      
        
 

      

      
          
          SECTION

      

      
         

      

      
        
          
            
              	
                      Subject

                    	 	
                      Page

                    
	 	 	 
	 	 	 
	 	 	 
	
                      1.

                    	
                      Purpose

                    	
                      1

                    
	
                      2.

                    	
                      Definitions

                    	
                      1

                    
	
                      3.

                    	
                      Eligibility

                    	
                      3

                    
	
                      4.

                    	
                      Pre-Retirement
                        Benefits
                        and Post-

                    	 
	 	
                      Retirement
                        Benefits

                    	 
	 	
                      - Basic
                        Death
                        Benefit

                    	
                      3

                    
	 	
                      -
                        Optional
                        Supplementary Benefit

                    	
                      4

                    
	 	
                      -
                        Alternate Death
                        Benefit

                    	
                      6

                    
	 	
                      -
                        Salary Continuation
                        Death Benefit

                    	
                      7

                    
	 	
                      -
                        Survivor Annuity
                        Equivalent

                    	
                      8

                    
	
                      5.

                    	
                      Incidents
                        of
                        Ownership

                    	
                      9

                    
	
                      6.

                    	
                      Premiums

                    	
                      9

                    
	
                      7.

                    	
                      Termination
                        of
                        Coverage

                    	
                      9

                    
	
                      8.

                    	
                      Non-Competition

                    	
                      10

                    
	
                      9.

                    	
                      Restriction
                        on
                        Assignment

                    	
                      11

                    
	
                      10.

                    	
                      Unsecured
                        General
                        Creditor

                    	
                      11

                    
	
                      11.

                    	
                      Employment
                        not
                        Guaranteed

                    	
                      12

                    
	
                      12.

                    	
                      Protective
                        Provisions

                    	
                      12

                    
	
                      13.

                    	
                      Change
                        in
                        Status

                    	
                      12

                    
	
                      14.

                    	
                      Named
                        Fiduciary

                    	
                      13

                    
	
                      15.

                    	
                      Applicable
                        Law

                    	
                      13

                    
	
                      16.

                    	
                      Administration
                        of the
                        Plan

                    	
                      13

                    
	
                      17.

                    	
                      Relation
                        to Prior
                        Plans

                    	
                      13

                    
	
                      18.

                    	
                      Amendments
                        and
                        Termination

                    	
                      14

                    


            

          

           

           


          
            
              
              

            

            
              i

              
              

            

            
              
              

            

          



         

         

      


      
        SUPPLEMENTAL
          LIFE INSURANCE
          PLAN

      

      
         

        
           

          
            
               

            

            
               

            

            
               

            

          

          1.           
            Purpose.  The purpose of the Supplemental Life Insurance
            Plan  ("Plan") is to allow for provision of additional survivor
            benefits for Eligible Employees.

           

          2.            Definitions.  For
            purposes of
            this Plan, the following words
            and phrases shall have
            the meanings indicated, unless the
            context clearly indicates
            otherwise:

           

        

      

      
        
          	
                   

                	
                  Annual
                    Base
                    Salary
                    or Annual
                    Salary
                    or Salary.

                


        

      

      
        
          	
                   

                	
                  "Annual
                    Base Salary" or
                    "Annual Salary" or "Salary" shall mean an Eligible Employee's
                    annual base
                    salary rate determined by AT&T, excluding (1) all differentials
                    regarded as temporary or extra payments and (2) all payments
                    and incentive
                    awards and distributions made either as a long term award or
                    as a short
                    term award; and such Salary shall be as before reduction due
                    to any
                    contribution pursuant to any deferred compensation plan or agreement
                    provided by AT&T, including but not limited to compensation deferred
                    in accordance with Section 401(k) of the Internal Revenue
                    Code.  Annual Salary or Salary shall mean an annualized amount
                    determined from an Eligible Employee's Annual Base Salary
                    rate.

                


        

      

      
        

          	
                   

                	
                  
                    Beneficiary.  "Beneficiary"
                      shall mean any beneficiary or beneficiaries designated by the
                      Eligible
                      Employee pursuant to the AT&T Rules for Employee Beneficiary
                      Designations as may hereafter be amended from time-to-time
                      ("Rules").

                  

                


        

      

      

        	
                 

              	
                
                  
                    Chairman.  "Chairman"
                      shall mean the Chairman of the Board of AT&T
                      Inc.

                  

                

              


      

      

        	
                 

              	
                
                  
                    
                      Committee.  "Committee"
                        shall mean the Human Resources Committee of the Board of
                        AT&T
                        Inc.

                    

                  

                

              


      

      

        	
                 

              	
                
                  
                    
                      
                        
                          Eligible
                            Employee.  "Eligible
                            Employee" shall mean an Officer and any other individual
                            who is
                            participating in the Plan as of September 1,
                            2005.  Notwithstanding the foregoing, the CEO may, from time
                            to
                            time, exclude any Officer or group of Officers from being
                            an “Eligible
                            Employee” under this Plan.  Further, an employee of a company
                            acquired by AT&T shall not be considered an Eligible Employee unless
                            designated as eligible by the
                            CEO.


                        

                      

                    

                  

                

              


      

      
         

        
          	
                   

                	
                  
                    
                      
                        
                          
                            
                              Insurance
                                Contract.  "Insurance
                                Contract" shall mean a contract(s) of life insurance
                                insuring the life of
                                the Eligible Employee entered into by
                                AT&T.

                            

                          

                        

                      

                    

                  

                


        

      

       

      
         

        
          
            
            

          

          
            1

            
            

          

          
            
            

          

        

         

         

      

      
        
          	
                   

                	
                  
                    
                      
                        
                          
                            
                              
                                Officer.  "Officer"
                                  shall mean an individual who is designated as an
                                  officer of AT&T or of
                                  any AT&T subsidiary for compensation purposes on AT&T’s
                                  records.  

                              

                            

                          

                        

                      

                    

                  

                


        

      

      
         

        
          	
                   

                	
                  
                    
                      
                        
                          
                            
                              
                                Retirement.
                                  "Retirement" shall mean the termination of an Eligible
                                  Employee's
                                  employment with AT&T or any of its subsidiaries, for reasons other
                                  than death, on or after the earlier of the following
                                  dates:  (1)
                                  the date a participant has attained age 55, and,
                                  for an individual who
                                  becomes a participant on or after January 1, 2002,
                                  has five (5) years of
                                  service, or (2) the date the Eligible Employee
                                  has attained one of the
                                  following combinations of age and service at termination
                                  of employment on
                                  or after April 1, 1997, except as otherwise indicated
                                  below:

                              

                            

                          

                        

                      

                    

                  

                


        

        



          
            	
                    Net
                      Credited
                      Service

                  	
                    Age

                  
	
                    10
                      years or
                      more

                  	
                    65
                      or
                      older

                  
	
                    20
                      years or
                      more

                  	
                    55
                      or
                      older

                  
	
                    25
                      years or
                      more

                  	
                    50
                      or
                      older

                  
	
                    30
                      years or
                      more

                  	
                    Any
                      age

                  


          




          	
                   

                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  With
                                    respect to an
                                    Eligible Employee who is granted an EMP Service
                                    Pension under and pursuant
                                    to the provisions of the AT&T Pension Benefit Plan - Nonbargained
                                    Program ("ATTPBP") upon termination of Employment,
                                    the term "Retirement"
                                    shall include such Eligible Employee's termination
                                    of
                                    employment.

                                

                              

                            

                          

                        

                      

                    

                  

                


        

      

      
 

      
        
          	
                   

                	
                  Termination
                    Under EPR.  In
                    determining whether an Eligible Employee’s termination of employment under
                    the Enhanced Pension and Retirement Program (“EPR”) is a Retirement for
                    purposes of this Plan, five years shall be added to each of age
                    and net
                    credited service (“NCS”).  If with such additional age and years
                    of service, (1) an Eligible Employee upon such termination of
                    employment
                    under EPR is Retirement Eligible according to the AT&T Supplemental
                    Retirement Income Plan (“SRIP”) or (2) the Eligible Employee upon such
                    termination of employment under EPR has attained one of the following
                    combinations of age and
                    service,

                


        

      

      
         

         

        
          	
                  Actual
                    NCS + 5
                    Years

                	
                  Actual
                    Age + 5
                    Years

                
	
                  10
                    years or
                    more

                	
                  65
                    or
                    older

                
	
                  20
                    years or
                    more

                	
                  55
                    or
                    older

                
	
                  25
                    years or
                    more

                	
                  50
                    or
                    older

                
	
                  30
                    years or
                    more

                	
                  Any
                    age

                


        

      

      
        


      

      
 

      
        
          
          

        

        
          2

          
          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  then
                    such termination
                    of employment shall be a Retirement for all purposes under this
                    Plan and
                    the Eligible Employee shall be entitled to the treatment under
                    this Plan
                    afforded in the case of a termination of employment which is
                    a
                    Retirement.

                


        

         

      

      
        
          	
                   

                	
                  AT&T. 
                    "AT&T" shall mean AT&T
                    Inc.

                




      

      
        
 

      

      
        
          	
                  3.

                	
                  Eligibility.
                    Each Eligible
                    Employee shall be eligible to participate in the Plan
                    

                


        

      

      
        


      

      
        
          	
                  4.

                	
                  Pre-Retirement
                    Benefits and Post-Retirement Benefits.  

                


        

      

      
         

        
          	
                   

                	
                  Basic
                    Death
                    Benefit

                



          	
                   

                	
                  
                    While
                      this plan is in
                      effect, the Beneficiary who is designated by the Eligible Employee
                      shall
                      be entitled to receive as a Basic Death Benefit from the proceeds
                      of the
                      Insurance Contract an amount equal to the result of multiplying
                      the
                      Eligible Employee's Annual Salary rounded to the next higher
                      $1,000 by the
                      following
                      amounts:

                  

                


        

      

      
         

      

      
        
          	
                  
                    Chief
                      Executive Officer

                  

                	
                  
                    2

                  

                
	
                  Other
                    Eligible Employees

                	
                  1

                
	
                  
                     

                  

                	
                  
                     

                  

                
	
                	
                


        


        	
                 

              	
                
                  
                    This
                      amount shall be
                      reduced (but not below zero) by any amount payable under any
                      group term
                      life insurance covering the Eligible Employee which is maintained
                      by
                      AT&T, which amount of group term life insurance will be limited
                      to a
                      maximum of
                      $50,000.

                  

                

              


      

      

        	
                 

              	
                
                  
                    
                      The
                        amount of Basic
                        Death Benefit payable hereunder will automatically increase
                        if pay
                        increases.

                    

                  

                

              


      

      
         

        
          	
                   

                	
                  
                    
                      
                        At
                          Retirement, the
                          pre-retirement benefit converts to a post-retirement
                          benefit.  This benefit is equal to one times Salary rounded to
                          the next higher $1,000 (at the time of retirement) and
                          shall be reduced
                          (but not below zero) by any amount payable under any group
                          term life
                          insurance covering the Eligible Employee which is maintained
                          by AT&T,
                          which amount of group term life insurance will be limited
                          to a maximum of
                          $50,000; provided, however, for an executive who first
                          becomes a Plan
                          participant on or after January 1, 1998, this post-retirement
                          death
                          benefit shall be reduced by 10% of its original post-retirement
                          amount
                          each year for five years beginning at the later of the
                          date the Eligible
                          Employee attains age 65 or
                          Retirement.

                      

                    

                  

                


        

      

       

      
        


        
          
            
            

          

          
            3

            
            

          

          
            
            

          

        

      

      
        


      

      
        
          	
                   

                	
                  
                    
                      
                        Optional
                          Supplementary
                          Benefit

                      

                    

                  

                




      

      
        
          	
                   

                	
                  
                    
                      
                        
                          Subject
                            to the
                            limitations in the remaining paragraphs in this section
                            describing
                            optional supplementary benefits, each Eligible Employee
                            may also purchase
                            optional supplementary pre-retirement life insurance
                            coverage from
                            AT&T in an amount equal to one times the Eligible Employee’s Annual
                            Salary rounded to the next higher $1,000, and an additional
                            amount of such
                            insurance in an amount equal to another one times such
                            amount (for a total
                            of two times the Annual Salary rounded to the next higher
                            $1,000), which
                            insurance shall be payable from the proceeds of the Insurance
                            Contract.  Each such amount of insurance ("one times salary")
                            continued until such employee reaches age 65, by continuing
                            to contribute
                            for it, shall entitle the beneficiary under the Insurance
                            Contract to
                            receive an amount from the proceeds of such Insurance
                            Contract equal to
                            one times the Eligible Employee’s final Annual Salary rounded to the next
                            higher $1,000, when such Eligible Employee dies after
                            Retirement.

                        

                      

                    

                  

                




      

      
        
          	
                   

                	
                  
                    
                      
                        
                          
                            To
                              elect this optional
                              supplementary coverage, the Eligible Employee must
                              complete an enrollment
                              form on which he or she specifies the amount of coverage
                              he or she wishes
                              to purchase and authorizes his or her employing company
                              to deduct his or
                              her contributions for coverage from his or her
                              salary.

                          

                        

                      

                    

                  

                


        

      

      

        	
                 

              	
                
                  
                    
                      
                        
                          
                            An
                              Eligible Employee
                              may not elect this coverage while receiving disability
                              benefits under any
                              Company disability benefit
                              plan.

                          

                        

                      

                    

                  

                

              


      

      

        	
                 

              	
                
                  
                    
                      
                        
                          
                            
                              An
                                Eligible Employee
                                must make his or her election to purchase optional
                                supplementary coverage
                                within three calendar months of being declared eligible
                                to participate in
                                the Plan; except any Eligible Employee who was declared
                                an Eligible
                                Employee before October 1, 1997, shall have until
                                December 31, 1997 to
                                enroll for such optional supplementary coverage or
                                to increase such
                                coverage.

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                 

              	
                
                  
                    
                      
                        
                          
                            
                              The
                                optional
                                supplementary life insurance is effective upon AT&T's binding of life
                                insurance coverage for the Eligible Employee pursuant
                                to an Insurance
                                Contract

                            

                          

                        

                      

                    

                  

                

              



        	
                 

              	
                
                  
                    
                      
                        
                          
                            
                              
                                Effective
                                  January 1,
                                  1998, once an Eligible Employee enrolls for optional
                                  supplementary
                                  coverage, he or she can later decrease or terminate
                                  such coverage but
                                  never increase or reinstate such
                                  coverage.

                              

                            

                          

                        

                      

                    

                  

                

              



        	
                 

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  Regardless
                                    of the
                                    amount of coverage elected, the amount in force
                                    will automatically
                                    increase if Salary increases.  The cost for this coverage will
                                    increase
                                    accordingly.

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

      
 

      
        
          
          

        

        
          4

          
          

        

        
          
          

        

      

       

      
        
          This
            optional supplementary
            life insurance is paid for on a contributory basis by those Eligible
            Employees
            who enroll in the coverage.  The cost of coverage, and therefore, how
            much an Eligible Employee contributes, depends on age and the amount
            of coverage
            and shall be as determined by AT&T.  There will be no periodic
            waiver of premium payments.

        

      

      

        	
                 

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  In
                                    the event of death,
                                    the Eligible Employee’s optional supplementary life insurance benefit
                                    will
                                    be paid to the Eligible Employee’s Beneficiary or Beneficiaries in a lump
                                    sum, unless the Salary Continuation Death Benefit
                                    form of payment was
                                    elected on the Eligible Employee’s enrollment form.  The option
                                    to elect other than a lump sum payment is limited
                                    to an Eligible Employee
                                    who became an Eligible Employee on or before
                                    January 1,
                                    1998.  If the Eligible Employee has no surviving beneficiaries,
                                    the benefit will be paid in a lump sum in accordance
                                    with the
                                    Rules.

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        
          	
                   

                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      The
                                        optional
                                        supplementary life insurance coverage hereunder
                                        will automatically
                                        continue while an Eligible Employee is receiving
                                        disability benefits under
                                        any AT&T disability benefit plan, provided the Eligible
                                        Employee
                                        continues his or her
                                        contributions.

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                


        

      

      
        


      

      
        	
                 

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      If
                                        an Eligible Employee
                                        terminates employment with AT&T or any of its subsidiaries for any
                                        reason other
                                        than
                                        Retirement, this coverage will stop at the
                                        end of the month of
                                        termination; provided, however, Eligible
                                        Employees who are 65 at the time
                                        of their termination will continue to have
                                        non-contributory unreduced
                                        coverage after age
                                        65.

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        Alternate
          Death
          Benefit

      

      
        


      

      
        Alternate
          death benefit
          coverage shall only be available to an Eligible Employee who became an
          Eligible
          Employee before January 1, 1998.  Such Eligible Employees shall be
          entitled to elect to receive alternate death benefit life insurance coverage;
          provided such election is made before January 1, 1998.

      

      
        


      

      
        Under
          such coverage, an
          Eligible Employee’s Beneficiary or Beneficiaries will be entitled to receive
          from the proceeds of the Insurance Contract a payment equal to the Eligible
          Employee’s final Annual Salary upon his or her death.  This benefit
          will not
          be rounded to the next
          higher $1,000.  The amount of insurance in force will automatically
          increase if salary increases.  Coverage applies to death from any
          cause, except with respect to an on-the-job accident for which an Eligible
          Employee is protected while an active employee by any Accident Death Benefit
          feature of the ATTPBP.

      

      
         

         

        
          
            
            

          

          
            5

            
            

          

          
            
            

          

        

      

      
         

        By
          enrolling in this
          coverage, an Eligible Employee automatically waives his or her eligibility
          for
          any Sickness Death Benefit and Pensioner Death Benefits otherwise payable
          under
          the ATTPBP.

      

      
        


      

      
        The
          coverage provided by the
          alternate death benefit life insurance coverage will continue after
          Retirement.

      

      
        


      

      
        To
          elect this coverage, an
          Eligible Employee must complete an irrevocable
          enrollment and waiver
          form.  

      

      
        


      

      
        AT&T
          pays the full cost
          of the alternate death benefit life insurance
          coverage.

      

      
        


      

      
        The
          insurance benefit
          provided under this alternate death benefit life insurance will be paid
          in a
          lump sum, unless otherwise elected on the Eligible Employee's enrollment
          form.

      

      
        


      

      
        Alternate
          death benefit
          coverage ceases upon an Eligible Employee's Termination of Employment other
          than
          a Retirement.  This alternate death benefit life insurance may not be
          converted to an individual policy.

      

      
        


      

      
        Salary
          Continuation Death
          Benefit.  

      

      
        


      

      
        The
          salary continuation death
          benefit shall only be available under the conditions specified hereunder,
          to an
          Eligible Employee who became an Eligible Employee before January 1,
          1998.

      

      
        


      

      
        By
          a written election filed
          with AT&T before January 1, 1998, an Eligible Employee may terminate his or
          her rights to a Basic Death Benefit and/or to Optional Supplementary Coverage
          (if any) and/or to an Alternate Death Benefit (if
          any).

      

      
        


      

      
        If
          such an election is filed,
          and the Eligible Employee dies on or after the first day of the calendar
          year
          following the year in which such election is filed and prior to the termination
          of coverage pursuant to Section 7, the Eligible Employee's Beneficiary
          or
          Beneficiaries theretofore named shall be paid by AT&T an amount per annum
          for ten (10) years which amounts, in the aggregate, have a net present
          value,
          using an eleven percent (11%) discount rate, equal to one hundred eight-five
          percent (185%) of the (i)Basic Death Benefit amount and/or (ii) the amount
          elected as Optional Supplementary coverage(if any) and/or  (iii) the
          amount elected as an Alternate Death Benefit
          (if any) which would be payable to his or her Beneficiary or Beneficiaries
          as of
          the date of the Eligible Employee's death, and no other benefit shall be
          payable
          hereunder as either a Basic Death Benefit, Optional Supplementary Coverage
          or
          Alternate Death Benefit . Such payment(s) shall commence no later than
          sixty
          (60) days following the date of the Eligible Employee's
          death.
           

        

         

         

        
          
            
            

          

          
            6

            
            

          

          
            
            

          

        

         

      

      
        


      

      
        On
          or after January 1, 1998,
          an Eligible Employee who has elected death benefits in the form of salary
          continuation pursuant to this Section may cancel such election and have
          his or
          her Beneficiaries receive death benefits as insurance in a lump-sum but,
          an
          Eligible Employee who cancels his or her salary continuation election may
          not
          thereafter re-elect such option.

      

      
        


      

      
        Survivor
          Annuity
          Equivalent

      

      
        


      

      
        Additionally,
          each Eligible
          Employee who is not eligible for the Immediate Automatic Pre-retirement
          Survivor
          Annuity of the ATTPBP (or equivalent thereof) shall be eligible hereunder
          for a
          Survivor Annuity Equivalent benefit of one times salary payable to the
          surviving
          spouse of such Eligible Employee.  Such benefit shall be paid as
          follows: an amount per annum for ten (10) years shall be paid to the Eligible
          Employee's surviving spouse which amounts, in the aggregate, shall have
          a net
          present value, using an eleven percent (11%) discount rate, equal to one
          hundred
          eighty-five percent (185%) of one times the Eligible Employee's salary
          at the
          time of his or her death; provided, however, no such Survivor Annuity Equivalent
          payments will be made on or after the date of death of the surviving
          spouse.  Such payments shall commence no later than sixty (60) days
          following the date of the Eligible Employee's death.

      

      
        


      

      
        For
          the purposes of the
          Survivor Annuity Equivalent, the Eligible Employee's surviving spouse means
          a
          spouse legally married to the Eligible Employee at the time of the Eligible
          Employee's death.

      

      
        


      

      
        Eligibility
          for the Survivor
          Annuity Equivalent shall automatically cease on the date of termination
          of the
          Eligible Employee's employment.  If the Eligible Employee becomes
          totally disabled prior to Retirement, the Eligible Employee shall continue
          to be
          eligible for the Survivor Annuity Equivalent until the expiration of disability
          benefits.  If the Eligible Employee is granted a leave of absence,
          other than for military service of more than four weeks, the Eligible Employee
          shall continue to be eligible for the Survivor Annuity Equivalent during
          such
          leave of absence.

         

         

        
          
            
            

          

          
            7

            
            

          

          
            
            

          

        

         

         

      

      
        The
          Eligible Employee shall
          cease to be eligible for the Survivor Annuity Equivalent at the conclusion
          of
          the day immediately preceding the date the Eligible Employee becomes eligible
          for the Immediate Automatic Pre-retirement Survivor Annuity of the
          ATTPBP.

      

      
         

        
          
            5.            
              Incidents
              of
              Ownership.  AT&T
              will be
              the owner and hold all the incidents of ownership in the Insurance
              Contract,
              including the right to dividends, if paid.  The Eligible Employee may
              specify in writing to AT&T, the Beneficiary or Beneficiaries and the mode of
              payment for any death proceeds not in excess of the amounts payable
              under this
              Plan.  Upon receipt of a written request from the Eligible Employee,
              AT&T will immediately take such action as shall be necessary to implement
              such Beneficiary appointment. Any balance of proceeds from the Insurance
              Contract not paid as either a Basic Death Benefit or otherwise pursuant
              to the
              Plan shall be paid to AT&T.

          

        

         

        
          
            6.            
              Premiums.  All
              premiums due
              on the Insurance Contract shall be paid by AT&T.  However, the
              Eligible Employee agrees to reimburse AT&T by January 31 following the date
              of each premium payment in an amount such that, for Federal Income
              Tax purposes
              the reimbursement for each year is equal to the amount which would
              be required
              to be included in the Eligible Employee's income for Federal Income
              Tax purposes
              by reasons of the "economic benefit" of the Insurance Contract provided
              by
              AT&T; provided, however, that AT&T, in its sole discretion, may decline
              to accept any such reimbursement and require the inclusion of such
              "economic
              benefit" in the Eligible Employee's  income.  In its
              discretion AT&T may deduct the Eligible Employee's portion of the premiums
              from the Eligible Employee's pay. For purposes of this Plan, the value
              of the
“economic benefit” shall be determined based on the insurers published premium
              rates available to all standard risks for initial issue one-year term
              insurance
              in compliance with Revenue Rulings 66-110 and 67-154 issued by the
              Internal
              Revenue Service.

          

        

         

      

      
        7.             
          Termination
          of Coverage.  An
          Eligible
          Employee's coverage under this Plan shall terminate immediately when the
          Eligible Employee realizes an "Event of Termination" which shall mean any
          of the
          following:

      

      
        


      

      
        
          	
                  (a)

                	
                  Termination
                    of an
                    Eligible Employee's employment with his or her employing company
                    for any
                    reason other than (i) death, (ii) Disability as such term is
                    defined in
                    the SRIP, or (iii)
                    Retirement.

                


        

      

      
        


      

      
        
          	
                  (b)

                	
                  In
                    the case of an
                    Eligible Employee who terminates employment by reason of a disability
                    but
                    who does not realize an Event of Termination because of Section
                    7a(ii)
                    above, a termination of the Eligible Employee's total Disability
                    that is
                    not accompanied by either a return to employment with his or
                    her employing
                    company or the Eligible Employee's death or
                    Retirement.

                


        

      

      
         

         

        
          
            
            

          

          
            8

            
            

          

          
            
            

          

        

        
 

      

      
        
          	
                  (c)

                	
                  Except
                    in the case of
                    an Eligible Employee who has theretofore terminated employment
                    for a
                    reason described in Section 7a(ii) or (iii) above, AT&T elects to
                    terminate the Eligible Employee's coverage under the Plan by
                    a written
                    notice to that effect given to the Eligible Employee.  AT&T
                    shall have no right to amend the Plan or terminate the Eligible
                    Employee's
                    coverage under the Plan with respect to an Eligible Employee
                    who has
                    theretofore terminated employment for a reason described in Section
                    7a(ii)
                    or (iii) above without the written consent of the Eligible
                    Employee.

                


        

      

      
        


      

      
        8.            
          Non-Competition.  Notwithstanding
          any other provision of this Plan, no coverage shall be provided under this
          Plan
          with respect to any Eligible Employee who shall, without the written consent
          of
          AT&T, and while employed by AT&T or any subsidiary thereof, or within
          three (3) years after termination of employment from AT&T or any subsidiary
          thereof, engage in competition with AT&T or any subsidiary thereof or with
          any business with which a subsidiary of AT&T or an affiliated company has a
          substantial interest (collectively referred to herein as "Employer
          business").  For purposes of this Plan, engaging in competition with
          any Employer business shall mean engaging by Eligible Employee in any business
          or activity in the same geographical market where the same or substantially
          similar business or activity is being carried on as an Employer
          business.  Such term shall not include owning a nonsubstantial
          publicly traded interest as a shareholder in a business that competes with
          an
          Employer business.  However, engaging in competition with an Employer
          business shall include representing or providing consulting services to,
          or
          being an employee of, any person or entity that is engaged in competition
          with
          any Employer business or that takes a position adverse to any Employer
          business.  Accordingly, coverage shall not be provided under this Plan
          if, within the time period and without the written consent specified, Eligible
          Employee either engages directly in competitive activity or in any capacity
          in
          any location becomes employed by, associated with, or renders service to
          any
          company, or parent or affiliate thereof, or any subsidiary of any of them,
          if
          any of them is engaged in competition with an Employer business, regardless
          of
          the position or duties the Eligible Employee takes and regardless of whether
          or
          not the employing company, or the company that Eligible Employee becomes
          associated with or renders service to, is itself engaged in direct competition
          with an Employer business.

      

      
         

         

        
 

        
          
            
            

          

          
            9

            
            

          

          
            
            

          

        

      

      
         

        9.             
          Restriction
          on Assignment.  The
          Eligible
          Employee may assign all or any part of his or her right, title, claim,
          interest,
          benefits and all other incidents of ownership which he or she may have
          in the
          Insurance Contract to any other individual or trustee, provided that any
          such
          assignment shall be subject to the terms of this Plan; except neither the
          Eligible Employee nor any other person shall have any right to commute,
          sell,
          assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
          hypothecate or convey in advance of actual receipt the amounts, if any,
          payable  as a Salary Continuation Death Benefit hereunder , which are,
          and all rights to which are, expressly declared to be unassignable and
          non-transferable.  No part of the amounts payable as a Salary
          Continuation Death Benefit hereunder shall, prior to actual payment, be
          subject
          to seizure or sequestration for the payment of any debts, judgments, alimony
          or
          separate maintenance owed by the Eligible Employee or any other person,
          nor be
          transferable by operation of law in the event of the Eligible Employee's
          or any
          other person’s bankruptcy or insolvency.  Except as provided in this
          Section 8, no assignment or alienation of any benefits under the Plan will
          be
          permitted or recognized.

      

      
        


      

      
        10.           
          Unsecured
          General Creditor.  Except
          to the
          extent of rights with respect to the Insurance Contract in the absence
          of an
          election to receive benefits in Salary Continuation Death Benefit form,
          the
          Eligible Employee and his or her Beneficiaries, heirs, successors and assigns
          shall have no legal or equitable rights, interest or claims in any property
          or
          assets of AT&T, nor shall they be beneficiaries, or have any rights, claims
          or interests in, any life insurance policies, annuity contracts or the
          proceeds
          therefrom owned or which may be acquired by AT&T ("Policies"); such Policies
          or other assets of AT&T shall not be held under any trust for the benefit of
          the Eligible Employee , his or her designated beneficiaries, heirs, successors
          or assigns, or held in any way as collateral security for the fulfilling
          of the
          obligations of AT&T under this Agreement; any and all of AT&T’s assets
          and Policies shall be, and remain, the general, unpledged, unrestricted
          assets
          of AT&T; AT&T shall have no obligation to acquire any Policies or any
          other assets; and AT&T’s obligations under this Agreement shall be merely
          that of an unfunded and unsecured promise of AT&T to pay money in the
          future.

      

      
        


      

      
        11.           
          Employment
          Not Guaranteed.  Nothing
          contained in this Plan nor any action taken hereunder shall be construed
          as a
          contract of employment or as giving the Eligible Employee any right to
          be
          retained in the employ of any AT&T company.

      

      
        


      

      
        12.            
          Protective
          Provisions.  The
          Eligible
          Employee will cooperate with AT&T by furnishing any and all information
          requested by AT&T, in order to facilitate the payment of benefits hereunder,
          taking such physical examinations as AT&T may deem necessary and taking such
          other relevant action as may be requested by AT&T, in order to facilitate
          the payment of benefits hereunder.  If the Eligible Employee refuses
          so to cooperate, the Eligible Employee's participation in the Plan shall
          terminate and AT&T shall have no further obligation to the Eligible Employee
          or his or her designated Beneficiary hereunder.  If the Eligible
          Employee commits suicide during the two-year period beginning on the date
          of
          eligibility under the Plan, or if the Eligible Employee makes any material
          misstatement of information or nondisclosure of medical history, then no
          benefits will be payable by reason of this Plan to the Eligible Employee
          or his
          or her designated Beneficiary, or in AT&T’s sole discretion, benefits may be
          payable in a reduced amount.

      

      
         

         

        
          
            
            

          

          
            10

            
            

          

          
            
            

          

        

        
 

      

      
        13.            
          Change
          in
          Status.  In
          the event of
          a change in the employment status of an Eligible Employee to a status in
          which
          he or she is no longer an Eligible Employee under the Plan, such Eligible
          Employee shall immediately cease to be eligible for any benefits under
          this
          Plan; provided, however, such survivor benefits as would be available to
          such
          employee by reason of his or her new status but which do not automatically
          become effective upon attainment of such new status shall continue to be
          provided under this Plan until such benefits become effective or until
          such
          employee has had reasonable opportunity to effectuate such benefits but
          has
          failed to take any requisite action necessary for such benefits to become
          effective.

      

      
        


      

      
        14.             
          Named
          Fiduciary.  If
          this Plan is
          subject to the Employee Retirement Income Security Act of 1974 (ERISA),
          AT&T
          is the "named fiduciary" of the Plan.

      

      
        


      

      
        15.             
          Applicable
          Law.  This
          Plan and
          the rights and obligations hereunder shall be governed by and construed
          in
          accordance with the laws of the State of Texas to the extent such law is
          not
          preempted by ERISA.

      

      
        


      

      
        16.             
          Administration
          of the
          Plan.  The
          Committee
          shall be the sole administrator of the Plan and will administer the Plan,
          interpret, construe and apply its provisions in accordance with its
          terms.  The Committee shall further establish, adopt or revise such
          rules and regulations as it may deem necessary or advisable for the
          administration of the Plan.  All decisions of the Committee shall be
          binding.

      

      
        


      

      
        17.             
          Relation
          to
          Prior Plans.  This
          Plan
          supersedes and replaces prior Senior Management Survivor Benefit, Senior
          Management Supplementary Life Insurance, and Senior Management Alternate
          Death
          Benefit Life Insurance Plans as in effect prior to January 1, 1986, except
          such
          plans shall continue to apply to Eligible Employees who retired before
          January
          1, 1986; provided, however, that with respect to those Eligible Employees
          who
          retired during calendar year 1986 by reason of the fact of attaining age
          65, the
          Post-Retirement Benefit provided pursuant to the  Senior Management
          Survivor Benefit Plan as in effect prior to January 1, 1986, shall continue
          to
          apply and the post-retirement benefit provided under the Basic Death Benefit
          portion hereof shall not apply.

      

      
         

        
 

        
          
            
            

          

          
            11

            
            

          

          
            
            

          

        

      

      
         

        18.             
          Amendments
          and Termination.  This
          Plan may be
          modified or terminated at any time in accordance with the provisions of
          AT&T's Schedule of Authorizations. A modification or Plan termination may
          affect present and future Eligible Employees; provided, however, that no
          modification shall be made to this Plan with respect to an Eligible Employee
          who
          terminates employment for reason of disability or Retirement), nor shall
          a
          termination of the Plan operate so as to be applicable to such an individual,
          without the written consent of the Eligible
          Employee.

      

12