Exhibit 10-a


 


 


AT&T HEALTH PLAN


Effective January 1, 2020 


 


ARTICLE
1   PURPOSE


The AT&T Health Plan
("Plan") provides Participants with certain medical, dental, and
vision benefits, as specified herein.  Effective March 23, 2010, the Plan shall be frozen to
new Participants, except as described in Section 2.15.  The Company intends this
Plan to be a “grandfathered health plan” under the Patient Protection and
Affordable Care Act (the “Affordable Care Act”).  Appendix C hereto contains
the required Participant disclosure regarding the Plan’s grandfathered status
under the Affordable Care Act.


 


ARTICLE 2   DEFINITIONS


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


 


2.1               
 Active
Participant.  “Active Participant” shall mean an Active Employee Participant and his
Dependents.


 


2.2               
 Active
Employee Participant.  “Active Employee Participant” shall mean an Eligible Employee
electing to participate in the Plan while in active service, on a Leave of
Absence or while receiving short term disability benefits under the Officer
Disability Plan.


 


2.3               
 Annual
Deductible. 
“Annual Deductible” shall mean the amount the Active Participant must pay for
Covered Health Services in a Plan Year before the Plan will begin paying for
Covered Benefits in that calendar year.  The Annual Deductible applies to all
Covered Health Services.  The Annual Deductible does not apply to Preventive
Care, Dental Services and Vision Services.   Once the Participant meets his
applicable Annual Deductible, the Plan will begin to pay Covered Benefits,
subject to any required Coinsurance, in accordance with and as governed by
Section 4.1.  The applicable Annual Deductible is set forth in Appendix A
to this Plan. 


 


2.4               
 Annual
Out-of-Pocket Maximum.  “Annual Out-of-Pocket Maximum” shall mean the maximum amount of
Covered Health Services an Active Participant must pay out-of-pocket every
calendar year, including the Participant’s Annual Deductible.  Once the
Participant reaches the applicable Annual Out-of-Pocket Maximum, Covered
Benefits for those Covered Health Services that apply to the Annual
Out-of-Pocket Maximum are payable in accordance with and as governed by Section
4.1 during the rest of that Plan Year.  The following costs shall never apply
toward the Annual Out-of-Pocket Maximum:  (a) any applicable Monthly Contributions
and (b) any charges for Non-Covered Health Services.  Even when the Annual
Out-of-Pocket Maximum has been reached, Covered Benefits will not be provided
for the following:  (a) any applicable Monthly Contributions and (b) any
charges for Non-Covered Health Services.  The applicable Annual Out-of-Pocket
Maximum is set forth in Appendix A to this Plan.


 


2.5               
 AT&T.  “AT&T” shall mean
AT&T Inc.  References to “Company” shall mean AT&T.


 


2.6               
 CEO.  "CEO" shall mean
the Chief Executive Officer of AT&T Inc. 


 


2.7               
 COBRA.  “COBRA” shall mean the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended.


 


2.8               
 Coinsurance.  “Coinsurance” shall mean the
amount an Active Participant must pay each time he/she receives Covered Health
Services, after he/she meets the applicable Annual Deductible.  Coinsurance
payments are calculated as a percentage of Covered Health Services, rather than
a set dollar amount.  Coinsurance does not apply to Preventive Care, Dental
Services and Vision Services (or Medical Services for Retired Participants as
provided in Section 4.1(c)).  The applicable Coinsurance percentage is set
forth in Appendix A to this Plan.  


 


2.9               
 Committee.  "Committee" shall
mean the Human Resources Committee of the Board of Directors of AT&T Inc.


 


2.10            
 Covered
Benefits. 
“Covered Benefits” shall mean the benefits provided by the Plan, as provided
for and governed by Section 4.1 of the Plan.





 


2.11            
 Covered
Health Services.  “Covered Health Services” means all Medical Services or
Preventive Care that would qualify as deductible medical expenses for federal
income tax purposes, whether deducted or not.  Dental Services and Vision Services
are not included in the definition of Covered Health Services. 


 


2.12            
 Dental
Services. 
“Dental Services” shall mean services for dental and orthodontic care.   The
Plan Administrator, in its sole discretion, shall determine whether a
particular service is classified as Preventive Care or a Dental, Medical or
Vision Service. 


 


2.13            
 Dependent(s).  “Dependent(s)” shall mean
those individuals who would qualify as a Participant’s dependent(s) under the terms
of the AT&T Medical Program.


 


2.14            
 Disability.  "Disability" shall
mean qualification for long term disability benefits under Section 3.1 of the
Officer Disability Plan. 


 


2.15            
 Eligible
Employee. 
"Eligible Employee" shall mean an Officer.  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.  Employees of a
company acquired by AT&T shall not be considered an Eligible Employee
unless designated as such by the CEO.  Notwithstanding the foregoing, only the
Committee shall have the authority to exclude from participation or take any
action with respect to Executive Officers.   


 


Notwithstanding the foregoing provisions,
unless otherwise provided for in Appendix D to this Plan, individuals hired,
rehired or promoted to an Officer level position on or after March 23, 2010
shall be excluded from the term Eligible Employee, and such individuals (and
their Dependents) shall not be eligible to participate in this Plan.


 


2.16            
 Employer.  "Employer" shall
mean AT&T Inc. or any of its Subsidiaries. 


 


2.17            
 Executive
Officer. 
“Executive Officer” shall mean any executive officer of AT&T, as that term
is used under the Securities Exchange Act of 1934.


 


2.18            
 International
Plan.  “International
Plan” shall mean the “AT&T International Health Plan” for Officers serving
in expatriate positions with the Company.  


 


2.19            
 Leave
of Absence. 
“Leave of Absence” shall mean a Company-approved leave of absence.


 


2.20            
 Medical
Services. 
“Medical Services” shall mean medical/surgical, mental health/substance abuse
and prescription pharmacy services.  The Plan Administrator, in its sole
discretion, shall determine whether a particular service is classified as
Preventive Care or a Medical, Dental or Vision Service.  Medical Services do
not include Dental Services and Vision Services.


 


2.21            
 Monthly
Contributions.  “Monthly Contributions” shall mean the monthly premiums or
contributions required for participation in this Plan as further governed by
Article 7 of the Plan.  The applicable Monthly Contributions are set forth in
Exhibit A to this Plan.


 


2.22            
 Non-Covered
Health Services.  “Non-Covered Health Services” shall mean any Medical Services or
Preventive Care which do not meet the definition of Covered Health Services.


 


2.23            
 Officer.  "Officer" shall
mean an individual who is designated as an officer level employee for
compensation purposes on the records of AT&T.


 


2.24            
 Participant.  “Participant” shall mean an
Active Participant or Retired Participant or both, as the context indicates. 


 


2.25            
 Plan
Administrator.  “Plan
Administrator” shall mean the SEVP-HR, or any other person or persons whom the
Committee may appoint to administer the Plan; provided that the Committee may
act as the Plan Administrator at any time.


 


2.26            
 Plan
Year.  ”Plan
Year” shall mean the calendar year. 





 


2.27            
 Preventive
Care. 
“Preventive Care” generally focuses on evaluating a Participant’s current
health status when the Participant is symptom-free and taking the necessary
steps to maintain the Participant’s health. The Plan Administrator, in its sole
discretion, shall determine whether a particular service constitutes Preventive
Care.


 


2.28            
 Qualified
Dependent.  “Qualified Dependent” shall
mean a
Dependent who loses coverage under a COBRA eligible program due to a Qualifying
Event.


 


2.29            
 Qualifying
Event. 
 “Qualifying
Event” shall mean any of the following events if, but for COBRA continuation
coverage, they would result in a Participant’s loss of coverage under this
Plan:  


 


(1)           death
of a covered Eligible Employee;


(2)           termination
(other than by reason of such Eligible Employee’s gross  misconduct) of an
Employee’s employment;


(3)           reduction
in hours of an Eligible Employee;


(4)           divorce
or legal separation of an Eligible Employee or dissolution of an Eligible
Employee’s registered domestic partnership;


(5)           an
Eligible Employee’s entitlement to Medicare benefits; or


(6)           a
Dependent child ceasing to qualify as a Dependent


 


2.30            
 Retire,
Retired or Retirement. 
“Retire,” “Retired” or "Retirement" shall mean the termination of an
Active Employee Participant'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 such Active Employee Participant has attained
age 55, and, for an Active Employee Participant on or after January 1, 2002, has
five (5) years of service, or (2) the date the Active Employee Participant has
attained one of the following combinations of age and service at termination of
employment on or after April 1, 1997:    


 


Net Credited Service                                               Age 


25 years or more                                                  50
or older


30 years or more                                                  Any
age


 


2.31        Retired
Participant.  “Retired Participant” shall mean a Retired Employee Participant and
his Dependents.   


 


2.32        Retired Employee
Participant.  “Retired Employee Participant” shall mean a former Active
Employee Participant who has Retired within the meaning of Section 2.30 and who
meets the additional requirements of Section 3.2 to be eligible for coverage in
Retirement.


 


2.33        SEVP-HR.            “SEVP-HR” shall
mean AT&T’s highest ranking Officer, specifically responsible for human
resources matters. 


 


2.34        Subsidiary .  "Subsidiary"
shall mean any corporation, partnership, venture or other entity in which
AT&T holds, directly or indirectly, a 50% or greater ownership interest. 
The Committee may, at its sole discretion, designate any other corporation,
partnership, venture or other entity a Subsidiary for the purpose of
participating in this Plan.  


  


2.35        Vision Services.  “Vision Services” shall
mean services for vision care.  The Plan Administrator, in its sole discretion,
shall determine whether a particular service is classified as Preventive Care
or a Vision, Medical or Dental Service.


 


2.36        Medicare
Eligible Retired Participant.   “Medicare Eligible Retired
Participant” shall mean a Retired Participant who is eligible for Medicare due
to reaching the eligible age for Medicare.


 


 


ARTICLE 3   ELIGIBILITY


 


3.1               
 Active
Participants.  Each Eligible Employee shall be eligible to participate
in this Plan along with his/her Dependent(s) beginning on the effective date of
the employee becoming an Eligible Employee. In order to continue participation, the Active
Participant must pay all applicable Monthly Contributions.  If an Active
Employee Participant terminates participation in this Plan at any time for any
reason, that Participant and his/her Dependent(s) shall be 



ineligible
to participate in the Plan at any time in the future. 


 


3.2               
 Retired
Participants.  Provisions of this Plan will continue in effect during Retirement
for each Retired Employee Participant and his/her Dependent(s) with respect to
any Eligible Employee who became a Participant before January 1, 1999.  Neither
an Eligible Employee who became a Participant after December 31, 1998 nor
his/her Dependent(s) shall be eligible for participation hereunder on or after
such Participant’s Retirement. Coverage for Retired Participants shall be
subject to the payment of all applicable Monthly Contributions, as governed by
Article 7.  The provisions of this Plan related to Retired Participants, including
the level of Covered Benefits and the applicable Monthly Premiums, shall begin
to apply on the first day of the month following the month in which the Active
Employee Participant Retires.  If a Retired Employee Participant terminates
participation at any time for any reason, participation of that Retired
Employee participant and his/her Dependent(s) may not be reinstated for any
reason.


 


3.3               
 Requirement
to Enroll and Participate in Medicare and the International Plan.  Notwithstanding any
provision in this plan to the contrary, as a condition to participation in the
Plan, each Participant must be enrolled in, paying for, and participating in
(i) all parts of Medicare for which such Participant is eligible and for which
Medicare would be primary if enrolled therein, except for Medicare Part D
relating to prescription drug coverage, and (ii) the International Plan (if
eligible).


 


ARTICLE 4   BENEFITS


 


4.1               
 Covered
Benefits. Subject to the limitations in this Plan (including but not limited to the
loyalty conditions set forth in Article 8 below),
this Plan provides the benefits described below.  Monthly Contributions for
participation in this Plan, the International Plan, Medicare, or any other
health plan are not considered “services”, and are therefore are not Covered
Benefits under this Plan.


 


(a)   
 Active
Participants (Medical Services and Preventive Care) -  


 


Medical Services - After the Annual Deductible
has been met, 100% payment of Covered Health Services not paid under the
International Plan or Medicare minus the amount of Coinsurance, until the
Active Participant reaches the Annual Out-of-Pocket Maximum, at which time
coverage is 100% of Covered Health Services (or 100% of Covered Health Services
not paid under the International Plan).


   


Preventive Care - Preventive Care is covered at
100%, not subject to the Annual Deductible or Coinsurance.  


 


(b)   
 Active
Participants (Dental Services and Vision Services) -


  


100% payment, through reimbursement or
otherwise, of all Dental Services and Vision Services not paid under the Active
Participant’s (i) Medicare, or (ii) International Plan, provided expenses for
such services would qualify as deductible medical expenses for federal income
tax purposes, whether deducted or not.  


 


(c)    
 Retired
Participants


  


100% payment, through reimbursement or
otherwise, of all Medical, Dental, Vision and Preventive services not paid
under the Retired Participant’s Medicare, provided expenses for such services
would qualify as deductible medical expenses for federal income tax purposes,
whether deducted or not. 


 


 


4.2               
 Priority
of Paying Covered Claims.  Claims for benefits will be applied against the
various health plans, as applicable, and coordinated with Medicare in the
following order: 


(1)               
 Medicare, to the extent the Participant is eligible
therefore and such claim is actually paid by Medicare, 


(2)               
 International Plan, if applicable,


(2)           CarePlus, if elected, 


(3)           Long Term Care Plan, if elected, 


(4)           this Plan.


 


 


ARTICLE 5   TERMINATION OF PARTICIPATION








    




 


5.1               
 Termination
of Participation. 
Participation will cease on the last day of the month in which one of the
following conditions occurs:


 


(1)               
 A Participant ceases to meet the definition of a Dependent
(as set forth in Section 2.13 of this Plan) for any reason, in which case
participation ceases for such Participant;  


 


(2)               
 A Participant eligible to enroll in Medicare is no longer a
participant in all parts of Medicare for which such Participant is eligible to
enroll and for which Medicare would be primary if enrolled therein, except for
Medicare Part D relating to prescription drug coverage, in which case
participation ceases for such Participant;  


 


(3)               
 The Active Employee Participant’s termination of
employment for reasons other than Death, Disability, or Retirement by an
individual who meets the applicable requirements of Section 3.2 in order to
qualify for Plan benefits in Retirement, in which case participation ceases for
the Participant and his/her Dependent(s);


 


(4)               
 The demotion or designation of an Active Employee
Participant so as to no longer be eligible to participate in the Plan, in which
case participation ceases for the Participant and his/her Dependent(s);


 


(5)               
 The Active Employee Participant (or Retired Employee
Participant) participates in an activity that constitutes engaging in
competitive activity with AT&T or engaging in conduct disloyal to AT&T
under Article 8, in which case participation ceases for the Active Employee
Participant (or Retired Employee Participant) and his/her Dependent(s); or 


 


(6)               
 Discontinuance of the Plan by AT&T, or, with
respect to a Subsidiary’s Active Employee Participants (or Retired Employee
Participants), such Subsidiary’s failure to make the benefits hereunder
available to Active Employee Participants employed by it (or its Retired
Employee Participants). 


 


5.2               
 Death.  In the event of the Active
Employee Participant’s (or Retired Employee’s Participant’s) death, his
Dependents may continue participation in this Plan as follows:


 


(1)           In the event of
the death of a Retired Employee Participant such Retired Employee Participant’s
Dependents may continue participation in this Plan, eligible for the Covered
Benefits described in Section 4.1(c) of the Plan, for so long as such
Dependents would have otherwise been eligible to participate under the terms of
the AT&T Medical Program, are paying any applicable contributions for this
Plan as provided in Article 7, and are participating in Medicare if eligible.
If a surviving spouse of such deceased Active Employee Participant otherwise
eligible for participation in the Plan remarries, his/her participation and the
participation of any otherwise eligible Dependents will cease with the
effective date of his/ her marriage.


 


(2)           In the event of
an in-service death of an Active Employee Participant eligible to participate
in the Plan in Retirement as provided under Article 3.2, who was Retirement
eligible, within the meaning of Section 2.30, at the time of death, such Active
Employee Participant’s surviving Dependents may continue participation in this
Plan, eligible for the Covered Benefits described in Section 4.1(a) and (b),
for so long as such Dependents would have otherwise been eligible for
participation under the terms of the AT&T Medical Program, are paying any
applicable contributions for this Plan as provided in Article 7, and are
participating in Medicare if eligible.  If a surviving spouse of such deceased
Active Employee Participant otherwise eligible for participation in the Plan
remarries, his/her participation and the participation of any otherwise
eligible Dependents will cease with the effective date of his/ her marriage.


 


(3)           In the event of
(i) an in-service death of an Active Employee Participant not eligible to
participate in the Plan in Retirement as provided in Article 3.2 or (ii) an
in-service death of an Active Employee Participant eligible to participate in
the Plan in Retirement as provided in Article 3.2 but the individual was not
Retirement eligible, within the meaning of Section 2.30, at the time of death, 



such Active Employee Participant’s Dependent(s) may
continue participation in this Plan, eligible for the Covered Benefits
described in Sections 4.1(a) and (b), for a 36-month period commencing the
month following the month in which such Active Employee Participant dies as
long as such Dependent(s) would have otherwise been eligible for participation
under the terms of the AT&T Medical Program and subject to the payment of
Active Participant Contributions for the first 12 months and payment of Active
COBRA Contributions for the remaining 24 months, as provided by Articles 7 and
10.1.  If the Active Employee Participant’s Dependent(s) are eligible for
COBRA, they will automatically be enrolled in COBRA so that there is no lapse
in coverage, and this 36-month coverage will be integrated and run concurrently
with COBRA coverage.






 6 







ARTICLE 6   DISABILITY


 


6.1               
 Disability.  With respect to any Active
Employee Participant who commences receipt of short term or long term
disability benefits under the Officer Disability Plan, participation under this
Plan will be as follows: 


 


(1)           The Participant will continue to
participate in this Plan, eligible for the Covered Benefits described in
Section 4.1(a) and (b), for as long as he/she receives short term disability
benefits under the Officer Disability Plan and pays the applicable
contributions for this Plan as provided by Article 7. 


 


(2)           An Active Employee Participant not
eligible to participate in the Plan in Retirement as provided in Article 3.2
who commences long term disability benefits under the Officer Disability Plan
or an Active Employee Participant eligible to participate in the Plan in
Retirement as provided in Article 3.2 but who is not Retirement eligible,
within the meaning of Section 2.30, at the time long term disability benefits
under the Officer Disability Plan commence, will cease participation in this
Plan (along with his/her Dependents) effective as of the last day of the
calendar month in which such long term disability benefits commence, unless
such benefits commence on the first day of a calendar month, in which case
participation in this Plan shall cease effective as of the last day of the
prior month.


 


(3)           An Active Employee Participant eligible
to participate in the Plan in Retirement as provided in Article 3.2 ,who is
Retirement eligible, within the meaning of Section 2.30, at the time long term
disability benefits under the Officer Disability Plan commence, will be
eligible to continue participation in this Plan on the same terms and
conditions that participation would be available to such Participant in
Retirement, subject to the payment of applicable contributions for this Plan as
provided by Article 7, regardless of his/her continued receipt of long term disability
benefits under the Officer Disability Plan. 


 


 


ARTICLE
7   COSTS


 


7.1               
 Provision
of Benefits under the Plan.  Except as provided below in this Article 7 with
respect to required Monthly Contributions or with respect to any required
Coinsurance, the benefits available to
Participants under this Plan shall be provided through an insurance policy
maintained by AT&T. 


 


7.2               
 Active
Participant Contributions.  An Active Participant electing to participate in
the Plan will pay Monthly Contributions to participate in the Plan while in
active service, while on Leave of Absence or while receiving short term
disability benefits under the Officer Disability Plan. The Monthly Contribution
for participation may change annually, effective at the beginning of each Plan
Year.  Contributions to be made by Active Participants electing to participate
in the Plan shall be set annually by the SEVP-HR, determined in the SEVP-HR’s
sole and absolute discretion.  The SEVP-HR may adopt tiered rates for similarly
situated groups of Participants based on factors such as the number of
Dependents covered or Medicare eligibility.  Notwithstanding the foregoing,
required Monthly Contributions for Executive Officers shall be approved by the
Committee. 


 


7.3               
 Retired
Participant Contributions.  Retired Participants who elect to participate will
pay Monthly Contributions to participate in the Plan. The Monthly Contribution
for participation may change annually, effective at the beginning of each Plan
Year.  Contributions to be
made by Retired Participants who elect to participate shall be set annually by
the SEVP-HR (in his/her sole and absolute discretion), to the extent their
contributions have not previously been provided for in a separate agreement.


 


7.4               
 Survivor
Contributions.   Upon the death
of a Participant, the Participant’s Dependents shall be required to pay Monthly
Contributions to participate in the Plan.  The Monthly Contributions shall be set annually by the SEVP-HR, in the SEVP-HR’s sole and
absolute discretion.  Any changes to the Monthly Contributions shall be
effective at the beginning of each Plan Year.


 


7.5               
 Contributions
for Participants on Disability.  Participants continuing benefits while on Disability shall be
required to pay Monthly Contributions to participate in the Plan.  The Monthly
Contributions shall be set annually by the SEVP-HR,
determined in the SEVP-HR’s sole and absolute discretion.  Any changes
to the Monthly Contributions shall be effective at the beginning of each Plan
Year.





 


 


 


ARTICLE
8   LOYALTY CONDITIONS


 


8.1               
 Participants
acknowledge that no coverage and benefits would be provided under this Plan on
and after January 1, 2010 but for the loyalty conditions and covenants set
forth in this Article, and that the conditions and covenants herein are a
material inducement to AT&T’s willingness to sponsor the Plan and to offer
Plan coverage and benefits for the Participants on or after January 1, 2010. 
Accordingly, as a condition of receiving coverage and any Plan benefits on or
after January 1, 2010, each Participant is deemed to agree that he/she shall
not, without obtaining the written consent of the Plan Administrator in
advance, participate in activities that constitute engaging in competition with
AT&T or engaging in conduct disloyal to AT&T, as those terms are
defined in this Section.  Further and notwithstanding any other provision of
this Plan, all coverage and benefits under this Plan on and after January 1,
2010 with respect to a Participant and his or her Dependents shall be subject
in their entirety to the enforcement provisions of this Section if the
Participant, without the Plan Administrator’s consent, participates in an
activity that constitutes engaging in competition with AT&T or engaging in
conduct disloyal to AT&T, as defined below.  The provisions of this Article
8 as in effect immediately before such date shall be applicable to Participants
who retire before January 1, 2010.  


8.2               
 Definitions.  For purposes of this Article and of the
Plan generally


(1)               
 an “Employer Business”
shall mean AT&T, any Subsidiary, or any business in which AT&T or a
Subsidiary or an affiliated company of AT&T has a substantial ownership or
joint venture interest; 


(2)               
 “engaging in
competition with AT&T” shall mean, while employed by an Employer Business
or within two (2) years after the Participant’s termination of employment,
engaging by the Participant in any business or activity in all or any portion
of the same geographical market where the same or substantially similar
business or activity is being carried on by an Employer Business.  “Engaging in
competition with AT&T” shall not include owning a nonsubstantial publicly
traded interest as a shareholder in a business that competes with an Employer
Business.  “Engaging in competition with AT&T” shall include representing
or providing consulting services to, or being an employee or director of, any
person or entity that is engaged in competition with any Employer Business or
that takes a position adverse to any Employer Business.


(3)               
 “engaging in conduct disloyal
to AT&T” means, while employed by an Employer Business or within two
 (2) years after the Participant’s termination of employment,
(i) soliciting for employment or hire, whether as an employee or as an
independent contractor, for any business in competition with an Employer
Business, any person employed by AT&T or its affiliates during the
one (1)  year prior to the termination of the Participant’s
employment, whether or not acceptance of such position would constitute a
breach of such person’s contractual obligations to AT&T and its affiliates;
(ii) soliciting, encouraging, or inducing any vendor or supplier with
which Participant had business contact on behalf of any Employer Business
during the two (2) years prior to the termination of the Participant’s
employment, for any reason to terminate, discontinue, renegotiate, reduce, or
otherwise cease or modify its relationship with AT&T or its affiliate; or
(iii) soliciting, encouraging, or inducing any customer or active
prospective customer with whom Participant had business contact, whether in
person or by other media, on behalf of any Employer Business during the
two (2) years prior to the termination of Participant’s employment
for any reason (“Customer”), to terminate, discontinue, renegotiate, reduce, or
otherwise cease or modify its relationship with any Employer Business, or to
purchase competing goods or services from a business competing with any
Employer Business, or accepting or servicing business from such Customer on
behalf of himself or any other business.  “Engaging in conduct disloyal to
AT&T” also means, disclosing Confidential Information to any third party or
using Confidential Information, other than for an Employer Business, or failing
to return any Confidential Information to the Employer Business following
termination of employment.


(4)               
 “Confidential
Information” shall mean all information belonging to, or otherwise relating to,
an Employer Business, which is not generally known, regardless of the manner in
which it is 



stored or conveyed to the Participant, and
which the Employer Business has taken reasonable measures under the
circumstances to protect from unauthorized use or disclosure.  Confidential
Information includes trade secrets as well as other proprietary knowledge,
information, know-how, and non-public intellectual property rights, including
unpublished or pending patent applications and all related patent rights,
formulae, processes, discoveries, improvements, ideas, conceptions,
compilations of data, and data, whether or not patentable or copyrightable and
whether or not it has been conceived, originated, discovered, or developed in
whole or in part by the Participant.  For example, Confidential Information
includes, but is not limited to, information concerning the Employer Business’
business plans, budgets, operations, products, strategies, marketing, sales,
inventions, designs, costs, legal strategies, finances, employees, customers,
prospective customers, licensees, or licensors; information received from third
parties under confidential conditions; or other valuable financial, commercial,
business, technical or marketing information concerning the Employer Business,
or any of the products or services made, developed or sold by the Employer
Business.  Confidential Information does not include information that (i) was
generally known to the public at the time of disclosure; (ii) was lawfully
received by the Participant from a third party; (iii) was known to the
Participant prior to receipt from the Employer Business; or (iv) was
independently developed by the Participant or independent third parties; in
each of the foregoing circumstances, this exception applies only if such public
knowledge or possession by an independent third party was without breach by the
Participant or any third party of any obligation of confidentiality or non-use,
including but not limited to the obligations and restrictions set forth in this
Plan.


 


8.3               
 Forfeiture
of Benefits.  Subject
to the provisions of Section 1001(5) of the Affordable Care Act, coverage and
benefits shall be forfeited and shall not be provided under this Plan for any
period as to which the Plan Administrator determines that, within the time
period and without the written consent specified, Participant has been either
engaging in competition with AT&T or engaging in conduct disloyal to
AT&T.


8.4               
 Equitable
Relief.  The parties recognize that any
Participant’s breach of any of the covenants in this Article 8 will cause
irreparable injury to AT&T, will represent a failure of the consideration
under which AT&T (in its capacity as creator and sponsor of the Plan)
agreed to provide the Participant with the opportunity to receive Plan coverage
and benefits, and that monetary damages would not provide AT&T with an
adequate or complete remedy that would warrant AT&T’s continued sponsorship
of the Plan and payment of Plan benefits for all Participants.  Accordingly, in
the event of a Participant’s actual or threatened breach of the covenants in
this Article, the Plan Administrator, in addition to all other rights and
acting as a fiduciary under ERISA on behalf of all Participants, shall have a
fiduciary duty (in order to assure that AT&T receives fair and promised
consideration for its continued Plan sponsorship and funding) to seek an
injunction restraining the Participant from breaching the covenants in this
Article 8.  In addition, AT&T shall pay for any Plan expenses that the
Plan Administrator incurs hereunder, and shall be entitled to recover from the
Participant its reasonable attorneys’ fees and costs incurred in obtaining such
injunctive remedies.  To enforce its repayment rights with respect to a
Participant, the Plan shall have a first priority, equitable lien on all Plan
benefits provided to or for the Participant and his or her Dependents.  In the
event the Plan Administrator succeeds in enforcing the terms of this Article
through a written settlement with the Participant or a court order granting an
injunction hereunder, the Participant shall be entitled to collect Plan
benefits collect Plan benefits prospectively, if the Participant is otherwise
entitled to such benefits, net of any fees and costs assessed pursuant hereto
(which fees and costs shall be paid to AT&T as a repayment on behalf of the
Participant), provided that the Participant complies with said settlement or
injunction. 


8.5               
 Uniform
Enforcement.  In recognition
of AT&T’s need for nationally uniform standards for the Plan
administration, it is an absolute condition in consideration of any
Participant’s accrual or receipt of benefits under the Plan after January 1,
2010 that each and all of the following conditions apply to all Participants
and to any benefits that are paid or are payable under the Plan: 


(1)               
 ERISA shall control
all issues and controversies hereunder, and the Committee shall serve for
purposes hereof as a “fiduciary” of the Plan, and as its “named fiduciary”
within the meaning of ERISA.


(2)               
 All litigation between
the parties relating to this Article shall occur in federal court, which shall
have exclusive jurisdiction, any such litigation shall be held in the United
States District Court 



for the Northern District of
Texas, and the only remedies available with respect to the Plan shall be those
provided under ERISA.


(3)               
 If the Plan
Administrator determines in its sole discretion either (I) that AT&T or its
affiliate that employed the Participant terminated the Participant’s employment
for cause, or (II) that equitable relief enforcing the Participant’s covenants
under this Article 8 is either not reasonably available, not ordered by a
court of competent jurisdiction, or circumvented because the Participant has sued
in state court, or has otherwise sought remedies not available under ERISA,
then in any and all of such instances the Participant shall not be entitled to
collect any Plan benefits, and if any Plan benefits have been paid to the, the
Participant shall immediately repay all Plan benefits to the Plan (with such
repayments being used within such year for increased benefits for other
Participants in any manner determined in the Plan Administrator’s discretion)
upon written demand from the Plan Administrator.  Furthermore, the Participant
shall hold AT&T and its affiliates harmless from any loss, expense, or
damage that may arise from any of the conduct described in clauses (I) and (II)
hereof.


 


ARTICLE 9   MISCELLANEOUS


 


9.1               
 Administration.  The Plan Administrator is
the named fiduciary of the Plan and has the power and duty to do all things
necessary to carry out the terms of the Plan.  The Plan Administrator has the
sole and absolute discretion to interpret the provisions of the Plan, to make
findings of fact, to determine the rights and status of Participants and other
under the Plan, to determine which expenses and benefits qualify as Covered
Health Services or Covered Benefits, to make all benefit determinations under
the Plan, to decide disputes under the Plan and to delegate all or a part of
this discretion to third parties and insurers.  To the fullest extent permitted
by law, such interpretations, findings, determinations and decisions shall be
final, binding and conclusive on all persons for all purposes of the Plan.  The
Plan Administrator may delegate any or all of its authority and responsibility
under the Plan to other individuals, committees, third party administrators,
claims administrators or insurers for any purpose, including, but not limited
to the processing of benefits and claims related thereto.  In carrying out
these functions, these individuals or entities have been delegated
responsibility and discretion for interpreting the provisions of the Plan,
making findings of fact, determining the rights and status of Participants and
others under the Plan, and deciding disputes under the Plan and such
interpretations, findings, determinations and decisions shall be final, binding
and conclusive on all persons for all purposes of the Plan.  


 


9.2               
 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. 


 


9.3               
 Newborns'
and Mothers' Health Protection Act of 1996.  To the extent this Plan provides benefits for hospital lengths
of stay in connection with childbirth, the Plan will cover the minimum length
of stay required for deliveries (i.e., a 48-hour hospital stay after a vaginal
delivery or a 96-hour stay following a delivery by Cesarean section.)  The
mother’s or newborn’s attending physician, after consulting with the mother,
may discharge the mother or her newborn earlier than the minimum length of stay
otherwise required by law.  Such coverage shall be subject to all other
provisions of this Plan.


 


9.4               
 Women's
Health and Cancer Rights Act of 1998.  To the
extent this Plan provides benefits for mastectomies, it will provide, for an
individual who is receiving benefits in connection with a mastectomy and who
elects breast reconstruction in connection with such mastectomy, coverage for
reconstruction on the breast on which the mastectomy was performed, surgery and
reconstruction on the other breast to give a symmetrical appearance, and
prosthesis and coverage for physical complications of all stages of the
mastectomy, including lymphedemas.  Such coverage shall be subject to all other
provisions of this Plan.


 


9.5               
 Paul
Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act of
2008.   To the extent
this Plan provides mental health benefits or substance use disorder benefits it
will not place annual or lifetime maximums for such benefits that are lower
than the annual and lifetime maximums for physical health benefits.  In
addition, the financial requirements (e.g., deductibles and co-payments) and
treatment limitations (e.g., number of visits or days of coverage) that apply
to mental health benefits or substance use disorder benefits will not be more restrictive
than the predominant financial requirements or treatment limitations that apply
to substantially all medical/surgical benefits; mental health benefits and
substance use disorder benefits will not be subject to any separate cost
sharing requirements or treatment limitations that only apply to such benefits;
if the Plan provides for out of 



 10 







network
medical/surgical or substance use disorder benefits, it will provide for out of
network mental health and substance use disorder benefits and standards for
medical necessity determinations and reasons for any denial of benefits
relating to mental health benefits and substance use disorder benefits will be
made available upon request to plan participants.  Such coverage shall be
subject to all other provisions of this Plan.


 


9.6               
 Continuation
of Coverage During Family or Medical Leave.  During any period which an Active
Employee Participant is on a family or medical leave as defined in the Family
or Medical Leave Act, any benefit elections in force for such Participant shall
remain in effect.  While the Participant is on paid leave, contributions shall
continue.  If the Participant is on an unpaid leave, the Participant may elect
to prepay required contributions on a pre-tax basis before the commencement of
such unpaid leave.  Alternatively, the Participant may elect to make such
payments on an after-tax basis monthly in accordance with an arrangement that
the Plan Administrator shall provide.  If coverage is not continued during the
entire period of the family or medical leave because the Participant declines
to pay the premium, the coverage must be reinstated upon reemployment with no
exclusions or waiting periods, notwithstanding any other provision of this Plan
to the contrary. If the Participant does not return to work upon completion of
the leave, the Participant must pay the full cost of any health care coverage
that was continued on his/her behalf during the leave.  These rules apply to
the COBRA eligible programs.  


  


9.7               
 Rights While
on Military Leave. 
Pursuant to the provisions of the Uniformed
Services Employment and Reemployment Rights Act of 1994, an Active Employee
Participant on military leave will be considered to be on a Leave of Absence
and will be entitled during the leave to the health and welfare benefits that
would be made available to other similarly situated employees if they were on a
Leave of Absence.  This entitlement will end if the individual provides written
notice of intent not to return to work following the completion of the military
leave.  The individual shall have the right to continue his/her coverage,
including any Dependent coverage, for the lesser of the length of the leave or
18 months.  If the military leave is for a period of 31 days or more, the
individual may be required to pay 102 percent of the total premium (determined
in the same manner as a COBRA continuation coverage premium).  If coverage is
not continued during the entire period of the military leave because the
individual declines to pay the premium or the leave extends beyond 18 months,
the coverage must be reinstated upon reemployment with no pre-existing condition
exclusions (other than for service-related illnesses or injuries) or waiting
periods (other than those applicable to all Eligible Employees).


 


9.8               
 Qualified Medical Child Support Orders.  The Plan will comply with any Qualified
Medical Child Support Order issued by a court of competent jurisdiction or
administrative body that requires the Plan to provide medical coverage to a
Dependent child of an Active Employee or Retired Employee Participant.  The
Plan Administrator will establish reasonable procedures for determining whether
a court order or administrative decree requiring medical coverage for a
Dependent child meets the requirements for a Qualified Medical Child Support
Order.  The cost of coverage or any additional cost of such coverage, if any,
shall be borne by the Participant.


 


9.9               
 Right of Recovery.   If the Plan has made an erroneous or excess
payment to any Participant, the Plan Administrator shall be entitled to recover
such excess from the individual or entity to whom such payments were made.  The
recovery of such overpayment may be made by offsetting the amount of any other
benefit or amount payable by the amount of the overpayment under the Plan.


 


ARTICLE 10   COBRA


 


10.1            
 Continuation
of Coverage Under COBRA.  Participants
shall have all COBRA continuation rights required by federal law and all
conversion rights.  COBRA continuation coverage shall be continued as provided
in this Article 10.   


 


10.2            
 COBRA
Continuation Coverage for Terminated Participants.  A covered Active Employee Participant may elect COBRA
continuation coverage, at his/her own expense, if his participation under this
Plan would terminate as a result of one of the following Qualifying Events: an
Employee’s termination of employment or reduction of hours with an Employer.  


 


10.3            
 COBRA
Continuation Coverage for Dependents.  A Qualified
Dependent may elect COBRA continuation coverage, at his/her own expense, if
his/her participation under this Plan would terminate as a result of a
Qualifying Event.  


 


10.4            
 Period of
Continuation Coverage for Covered Participants.  A covered Active Employee Participant who qualifies for COBRA
continuation coverage as a result of a Participant’s termination of employment
or reduction in 



 11 







hours of employment described in
Subsection 10.2 may elect COBRA continuation coverage for up to 18 months
measured from the date of the Qualifying Event.  


 


Coverage under this
Subsection 10.4 may not continue beyond the:






(1)         
 date on which the Active Employee Participant’s Employer ceases to
maintain this Plan;






(2)         
 last day of the month for which premium payments have been made
with respect to this Plan, if the individual fails to make premium payments on
time, in accordance with Subsection 10.6;






(3)         
 date the covered Active Employee Participant becomes entitled to
Medicare; or






(4)         
 date the covered Participant is no longer subject to a
pre-existing condition exclusion under the Participant's other coverage or new
employer plan for the type of coverage available under the COBRA eligible
program for which the COBRA election was made.


 


10.5            
 Period of COBRA Continuation Coverage for Dependents.  If a Qualified
Dependent elects COBRA continuation coverage under a COBRA eligible program as
a result of the an Active Employee Participant’s termination of employment as
described in Subsection 10.2, continuation coverage may be continued for up to
18 months measured from the date of the Qualifying Event.  COBRA continuation
coverage for all other Qualifying Events may continue for up to 36 months.


 


Continuation
coverage under this Subsection 10.5 with respect to a COBRA eligible program
may not continue beyond the date:






(1)         
 on which premium payments have not been made, in accordance with
Subsection 10.6 below;






(2)         
 the Qualified Dependent becomes entitled to Medicare; 






(3)         
 on which the Employer ceases to maintain this Plan; or






(4)         
 the Qualified Dependent is no longer subject to a pre-existing
condition exclusion under the Participant’s other coverage or new employer plan
for the type of coverage available under this Plan. 


 


 


10.6            
 Contribution Requirements for COBRA Continuation Coverage.  Covered
Participants and Qualified Dependents who elect COBRA continuation coverage as
a result of a Qualifying Event will be required to pay continuation coverage
payments.  Continuation coverage payments are the payments required for COBRA
continuation coverage that is an amount equal to a reasonable estimate of the
cost to this Plan of providing coverage for all covered Participants at the
time of the Qualifying Event plus a 2% administrative expense.


 


10.7            
 In the case of a disabled individual who receives an additional
11-month extended coverage under COBRA, the Employer may assess up to 150% of
the cost for this extended coverage period.  Such cost shall be determined on
an actuarial basis and take into account such factors as the Secretary of the
Treasury may prescribe in regulations.


 


Covered Participants
and Qualified Dependents must make the continuation coverage payment prior to
the first day of the month in which such coverage will take effect.  However, a
covered Participant or Qualified Dependent has 45 days from the date of an
affirmative election to pay the continuation coverage payment for the first
month's payment and the cost for the period between the date medical coverage
would otherwise have terminated due to the Qualifying Event and the date the
covered Participant and/or Qualified Dependent actually elects COBRA
continuation coverage.  


 


The covered
Participant and/or Qualified Dependent shall have a 30-day grace period to make
the continuation coverage payments due thereafter.  Continuation coverage
payments must be postmarked on or before the completion of the 30-day grace
period.  If continuation coverage payments are not made on a timely basis,
COBRA continuation coverage will terminate as of the last day of the month for
which timely premiums were made.  The 30-day grace period shall not apply to
the 45-day period for the first month’s payment of COBRA premiums as set out in
the section above. 


 


If payment is
received that is significantly less than the required continuation coverage
payment, then continuation 



coverage will terminate as
of the last day of the month for which premiums were paid.  A payment is
considered significantly less than the amount due if it is greater than the
lesser of $50 or 10% of the required continuation coverage payment.  Upon
receipt of a continuation coverage payment that is insignificantly less than
the required amount, the Plan Administrator must notify the covered Participant
or Qualified Dependent of the amount of the shortfall and provide them with an
additional 30-day grace period from the date of the notice for this payment
only.  


 


10.8            
 Limitation on Participant's Rights to COBRA Continuation Coverage.


 


(1)               
 If a Qualified Dependent loses, or will lose medical coverage
under this Plan as a result of divorce, legal separation, entitlement to
Medicare, or ceasing to be a Dependent, such Qualified Dependent is responsible
for notifying the Plan Administrator in writing within 60 days of the
Qualifying Event.  Failure to make timely notification will terminate the
Qualified Dependent's rights to COBRA continuation coverage under this Article.






(2)               
 A Participant must complete and return the required enrollment
materials within 60 days from the later of (a) the date of loss of coverage, or
(b) the date the Plan Administrator sends notice of eligibility for COBRA
continuation coverage.  Failure to enroll for COBRA continuation coverage
during this 60-day period will terminate all rights to COBRA continuation
coverage under this Article.  An affirmative election of COBRA continuation
coverage by a Participant or his/her spouse shall be deemed to be an election
for that Participant's Dependent(s) who would otherwise lose coverage under the
Plan.


 


Subsequent Qualifying Event.  If a second Qualifying Event occurs during an 18-month extension
explained above, coverage may be continued for a maximum of 36 months from the
date of the first Qualifying Event.  In the event the Dependent loses coverage
due to a Qualifying Event and after such date the Participant becomes entitled
to Medicare, the Dependent shall have available up to 36 months of coverage
measured from the date of the Qualifying Event that causes the loss of
coverage.  If the Participant was entitled to Medicare prior to the Qualifying
Event, the Dependent shall have up to 36 months of coverage measured from the
date of entitlement to Medicare.


 


10.9            
 Extension of
COBRA Continuation Period for Disabled Individuals.  The period of continuation shall be extended to 29 months in
total (measured from the date of the Qualifying Event) in the event the
individual is disabled as determined by the Social Security laws within 60 days
of the Qualifying Event.  The individual must provide evidence to the Plan
Administrator of such Social Security determination prior to the earlier of 60
days after the date of the Social Security determination, or the expiration of
the initial 18 months of COBRA continuation coverage.  In such event, the
Employer may charge the individual up to 150% of the COBRA cost of the
coverage.


 


ARTICLE 11   PRIVACY OF MEDICAL INFORMATION


 


11.1            
 Definitions.  For purposes of this
Article 11, the following defined terms shall have the meaning assigned to such
terms in this subsection: 






(1)           “Business Associate” shall have the meaning assigned
to such phrase at 45 C.F.R. § 160.103; 


 


(2)           “Health Care Operations” shall have the meaning
assigned to such phrase at 45 C.F.R. § 164.501;


 


(3)           “HIPAA” shall mean Parts 160 (“General
Administrative Requirements”) and 164 (“Security and Privacy”) of Title 45 of
the Code of Federal Regulations as such parts are amended from time to time; 


 


(4)           “Payment” shall have the meaning assigned to such
phrase at 45 C.F.R § 160.103;


 


(5)           “Protected Health Information” or “PHI”
shall have the meaning assigned to such phrase at 45 C.F.R. § 160.103; and


 


(6)           “Treatment” shall have the meaning assigned to such
phrase at 45 C.F.R. § 164.501.


 


11.2            
 Privacy
Provisions Relating to Protected Health Information (“PHI”).  The Plan and its Business
Associates shall use and disclose PHI to the extent permitted by, and in
accordance with, HIPAA, for purposes of providing benefits under the Plan and
for purposes of administering the plan, including, by way of illustration and
not 



by way of limitation, for purposes of Treatment,
Payment, and Health Care Operations.  
 





 14 







11.3            
 Disclosure
of De-Identified or Summary Health Information.  The HIPAA Plan, or, with respect to the
HIPAA Plan, a health insurance issuer, may disclose summary health information
(as that phrase is defined at 45 C.F.R. § 160.5049a))  to the Plan Sponsor of
the HIPAA Plan (and its affiliates) if such entity requests such information
for the purpose of: 


 


(1)           Obtaining premium bids from health plans for
providing health


                insurance coverage under the HIPAA Plan; 


 


(2)           Modifying, amending or terminating the group health
benefits


                under the HIPAA Plan. 


 


In addition, the HIPAA Plan or a health insurance insurer with respect
to the HIPAA Plan may disclose to the Plan Sponsor of the HIPAA Plan (or its
affiliates) information on whether an individual is participating in the group
health benefits provided by the HIPAA Plan or is enrolled in, or has ceased
enrollment with health insurance offered by the HIPAA Plan.


 


11.4            
 The
HIPAA Plan Will Use and Disclose PHI as Required by Law      

           or as Permitted by the Authorization of the Participant or
Beneficiary. 


 


Upon submission of an authorization signed by a
Participant, beneficiary, subscriber or personal representative that meets
HIPAA requirements, the HIPAA Plan will disclose PHI. 


 


In addition, PHI will be disclosed to the extent permitted or
required by law, without the submission of an authorization form.


 


11.5            
 Disclosure
of PHI to the Plan Sponsor.  The HIPAA Plan will disclose information to the Plan Sponsor
only upon certification from the Plan Sponsor that the HIPAA Plan documents
have been amended to incorporate the assurances provided below. 


 


The Plan
Sponsor agrees to:






(1)           not use or further disclose PHI other than as
permitted or required by the HIPAA Plan document or as required by law; 


 


(2)           ensure that any affiliates or agents, including a
subcontractor, to whom the Plan Sponsor provides PHI received from the HIPAA
Plan, agrees to the same restrictions and conditions that apply to the Plan
Sponsor with respect to such PHI; 


 


(3)           not use or disclose PHI for employment-related
actions and decisions unless authorized by the individual to whom the PHI
relates; 


 


(4)           not use or disclose PHI in connection with any other
benefits or employee benefit plan of the Plan Sponsor or its affiliates unless
permitted by the Plan or authorized by an individual to whom the PHI
relates; 


 


(5)           report to the Plan any PHI use or disclosure that is
inconsistent with the uses or disclosures provided for of which it becomes
aware; 



 

 








    




(6)           make PHI available to an individual in
accordance with HIPAA’s access rules; 


 


(7)           make PHI available for amendment and incorporate any
amendments to PHI in accordance with HIPAA; 


 


(8)           make available the information required to provide
an accounting


                of disclosures; 


 


(9)           make internal practices, books and records relating
to the use and disclosure of PHI received from the HIPAA Plan available to the
Secretary of the United States Department of Health and Human Resources for
purposes of determining the Plan’s compliance with HIPAA; and


 


(10)         if feasible, return or destroy all PHI
received from the HIPAA Plan that the Plan Sponsor still maintains in any form,
and retain no copies of such PHI when no longer needed for the purpose for
which disclosure was made (or if return or destruction is not feasible, limit
further uses and disclosures to those purposes that make the return or
destruction infeasible). 


 


11.6            
 Separation
Between the Plan Sponsor and the HIPAA Plan.  In accordance with HIPAA,
only the following employees and Business Associate personnel shall be given
access to PHI: 


 


(1)           employees of the AT&T Benefits and/or AT&T
Executive Compensation organizations responsible for administering group health
plan benefits under the HIPAA Plan, including those employees whose functions
in the regular course of business include Payment, Health Care Operations or
other matters pertaining to the health care programs under a HIPAA Plan; 


 


(2)           employees who supervise the work of the employees
described in (1), above; 


 


(3)           support personnel, including other employees outside
of the AT&T Benefits or AT&T Executive Compensation organizations whose
duties require them to rule on health plan-related appeals or perform functions
concerning the HIPAA Plan; 


 


(4)           investigatory personnel to the limited extent that
such PHI is necessary to conduct investigations of possible fraud; 


 


(5)           outside and in-house legal counsel providing counsel
to the HIPAA Plan; 


 


(6)           consultants providing advice concerning the
administration of the HIPAA Plan; and


 


(7)           the employees of Business Associates charged with
providing services to the HIPAA Plan. 


 



 




 16 







The persons identified above
shall have access to and use PHI to the extent that such access and use is
necessary for the administration of group health benefits under a HIPAA Plan. 
If these persons do not comply with this Plan document, the Plan Sponsor shall
provide a mechanism for resolving issues of noncompliance, including
disciplinary sanctions. 


 


11.7            
 Enforcement.   


Enforcement of this Article 11
shall be as provided for by HIPAA. In particular, participants and
beneficiaries are not authorized to sue with regard to purported breaches of
this Article 11 except as explicitly permitted by HIPAA. 


ARTICLE 12                      CLAIM AND APPEAL
PROCESS


 


12.1                        Claims for Benefits under the Plan. – See Appendix B.


 


12.2                        Claims Related to Basic
Eligibility for Coverage under the Plan and Claims Related to the Article 8 Loyalty
Conditions. 


 


 


(a)           Claims.  A person who believes that he or she is being
denied a benefit to which he or she is entitled under this Plan (hereinafter
referred to as a “Claimant”) based on a claim for basic eligibility for
coverage under the Plan or a claim related to the Article 8 Loyalty Conditions
may file a written request for such benefit with the Executive Compensation
Administration Department, setting forth his or her claim. The request must be
addressed to the AT&T Executive Compensation Administration Department at
its then principal place of business.


(b)           Claim Decision.  Upon receipt of a claim, the AT&T
Executive Compensation Administration Department shall review the claim and
provide the Claimant with a written notice of its decision within a reasonable
period of time, not to exceed ninety (90) days, after the claim is received. If
the AT&T Executive Compensation Administration Department determines that
special circumstances require an extension of time beyond the initial ninety
(90)- day claim review period, the AT&T Executive Compensation
Administration Department shall notify the Claimant in writing within the
initial ninety (90)-day period and explain the special circumstances that
require the extension and state the date by which the AT&T Executive
Compensation Administration Department expects to render its decision on the
claim. If this notice is provided, the AT&T Executive Compensation
Administration Department may take up to an additional ninety (90) days (for a
total of one hundred eighty (180) days after receipt of the claim) to render
its decision on the claim. 


If the claim is denied by the AT&T Executive Compensation
Administration Department, in whole or in part, the AT&T Executive
Compensation Administration Department shall provide a written decision using
language calculated to be understood by the Claimant and setting forth:  (i)
the specific reason or reasons for such denial; (ii) specific references to
pertinent provisions of this Plan on which such denial is based; (iii) a
description of any additional material or information necessary for the
Claimant to perfect his or her claim and an explanation of why such material or
such information is necessary; (iv) a description of the Plan’s procedures for
review of denied claims and the steps to be taken if the Claimant wishes to
submit the claim for review; (v) the time limits for requesting a review of a
denied claim under this section and for conducting the review under this
section ; and (vi)  a statement of the Claimant’s right to bring a civil action
under Section 502(a) of ERISA if the claim is denied following review under
this section. 


(c)           Request for Review. Within sixty (60) days after the
receipt by the Claimant of the written decision on the claim provided for in
this section, the Claimant may request in writing that the Plan Administrator
review the determination of the AT&T Executive Compensation Administration
Department.  Such request must be addressed to the Plan Administrator at the
address provided in the written decision regarding the claim.  To assist the
Claimant in deciding whether to request a review of a denied claim or in
preparing a request for review of a denied claim, a Claimant shall be provided,
upon written request to the Plan Administrator and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to the claim.  The Claimant or his or her duly authorized representative may,
but need not, submit a statement of the issues and comments in writing, as well
as other documents, records or other information relating to the claim for
consideration by the Committee.  If the Claimant does not request a review by
the Plan Administrator of the AT&T Executive Compensation Administration
Department’s decision within such sixty (60)-day period, the Claimant shall be
barred and estopped from challenging the determination of the AT&T
Executive Compensation Administration Department. 


(d)           Review of Decision.  Within sixty (60) days after the Plan
Administrator’s receipt of a request for review, the Plan Administrator will
review the decision of the AT&T Executive Compensation Administration
Department.  If the Plan Administrator determines that special circumstances
require an extension of time beyond the initial sixty (60)-day review period,
the Plan Administrator shall notify the Claimant in writing within the initial
sixty (60)-day period and explain 






    




the special
circumstances that require the extension and state the date by which the Plan
Administrator expects to render its decision on the review of the claim.  If
this notice is provided, the Plan Administrator may take up to an additional
sixty (60) days (for a total of one hundred twenty (120) days after receipt of
the request for review) to render its decision on the review of the claim. 


During its review of the claim, the Plan Administrator shall:


(1)           Take into account all comments, documents, records, and
other information submitted by the Claimant relating to the claim, without
regard to whether such information was submitted or considered in the initial
review of the claim conducted pursuant to this section;


(2)           Follow reasonable procedures to verify that its benefit
determination is made in accordance with the applicable Plan documents; and


(3)           Follow reasonable procedures to ensure that the applicable
Plan provisions are applied to the Participant to whom the claim relates in a
manner consistent with how such provisions have been applied to other
similarly-situated Participants. 


After considering all materials presented by the Claimant, the Plan
Administrator will render a decision, written in a manner designed to be
understood by the Claimant.  If the Plan Administrator denies the claim on
review, the written decision will include (i) the specific reasons for the
decision; (ii) specific references to the pertinent provisions of this Plan on
which the decision is based; (iii) a statement that the Claimant is entitled to
receive, upon request to the Plan Administrator and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to
the claim; and (iv) a statement of the Claimant’s right to bring a civil action
under Section 502(a) of ERISA. 


In any case, a Participant or Beneficiary may have further rights under
ERISA. The Plan provisions require that Participants or Beneficiary pursue all
claim and appeal rights described in this section before they seek any other
legal recourse regarding claims for benefits.


 







 






APPENDIX A


 


AT&T HEALTH PLAN


 


2020 MONTHLY CONTRIBUTIONS, ANNUAL DEDUCTIBLE,
COINSURANCE PERCENTAGES AND ANNUAL OUT-OF-POCKET MAXIMUM


 


Active Participants


	
  Monthly Contributions

  	
  Individual - $196

  Individual + Spouse - $322

  Individual + 1 or More Children - $212

  Individual + Spouse + 1 or More Children - $501

  
	
  Annual Deductible 

  	
  Individual - $1,700

  All other tiers - $3,400

  
	
  Coinsurance Percentage 

  	
  10% after the Annual Deductible is met.  Coinsurance applies
  until the Annual Out-of-Pocket Maximum is reached.

  
	
  Annual Out-of-Pocket Maximum

  	
  Individual - $6,900

  All other tiers- $13,800 (individual amount of $6,900)

  






 


Retired Participants – Monthly Contributions


	
  Retired Prior to August 31, 1992 and Surviving Spouses

  	
  Individual - $209

  Individual + Spouse - $209

  Individual + 2 or More - $209

  
	
  Retired on or after September 1, 1992 and Surviving Spouses

   

  Note:  The Plan Administrator shall maintain records governing
  whether a Retired Participant is in Class A, B, C or D.  

   

  	
  Class A

  	
  Individual - $667

  Individual + Spouse - $1,016

  Individual + 1 or More Children - $667

  Individual + Spouse + 1 or More Children - $946

  
	
  Class B

  	
  Individual - $799

  Individual + Spouse - $1,150

  Individual + 1 or More Children - $799

  Individual + Spouse + 1 or More Children - $1,159

  
	
  Class C

  	
  Individual - $987

  Individual + Spouse - $1,339

  Individual + 1 or More Children - $987

  Individual + Spouse + 1 or More Children - $1,399

  
	
  Class D

  	
  Individual - $1,266

  Individual + Spouse - $1,906

  Individual + 1 or More Children - $1,266

  Individual + Spouse + 1 or More Children - $1,912

  






 


COBRA Continuation
Coverage – Monthly Contributions


	
  Active COBRA

  	
  Individual - $2,295

  Individual + Spouse - $4,702

  Individual + 1 or More Children - $3,729

  Individual + Spouse + 1 or More Children - $6,725

  
	
  Retired Prior to August 31, 1992 and Surviving Spouses COBRA

  	
  Individual - $1,502

  Individual + 1 - $2,934

  Individual + 2 or More - $4,213

  
	
  Retired on or after September 1, 1992 and Surviving Spouses
  COBRA

  	
  Individual - $1,441

  Individual + Spouse - $2,953

  Individual + 1 or More Children - $2,342

  Individual + Spouse + 1 or More Children - $4,224

  







 




APPENDIX B


 


CLAIMS PROCEDURE APPLICABLE TO CLAIMS FOR BENEFITS
UNDER THE PLAN


 


Claim for Benefits Procedures


You,
your covered dependents or a duly authorized person has the right under ERISA
and the Plan to file a written claim for benefits under the Plan. The following
describes the procedures used by the Plan to process claims for benefits, along
with your rights and responsibilities. These procedures were designed to comply
with the rules of the Department of Labor (DOL) concerning claims for Benefits.
It is important that you follow these procedures to make sure that you receive
full benefits under the Plan.


The
Plan is an ERISA plan, and you may file suit in federal court if you are denied
benefits you believe are due you under the Plan. However, you must complete the
full claims and appeal process offered under the Plan before filing a lawsuit.


Filing a Claim for Benefits


When filing
a claim for benefits, you should file the claim with the Claims Administrator. 
The Claims Administrator is the third party to whom claims and appeal
responsibility has been delegated as permitted under Section 9.1 of the Plan.


The
following are not considered claims for benefits under the Plan:


·       A
claim related to basic eligibility for coverage under the Plan (See Section
12.2 of the Plan).


·       A
claim related to the Loyalty Conditions contained in Article 8 of the Plan (See
Section 12.2 of the Plan).


Claim Filing Limits


A
request for payment of benefits must be submitted within one year after the
date of service or the date the prescription was provided.


Required Information


When
you request payment of benefits from the Plan, you must provide certain
information as requested by the Claims Administrator. 


Benefit Determinations


Post-Service Claims


Post-service
claims are those claims that are filed for payment of benefits after medical
care has been received. If your post-service claim is denied, you will receive
a written notice from the Claims Administrator within 30 days of receipt of the
claim, as long as all needed information identified above and any other
information that the Claims Administrator may request in connection with
services rendered to you was provided with the claim. The Claims Administrator
will notify you within this 30-day period if additional information is needed
to process the Claim and may request a one-time extension not longer than 15
days and pend your Claim until all information is received.


Once
notified of the extension, you then have 45 days to provide this information.
If all of the needed information is received within the 45-day time frame and
the claim is denied, the claims Administrator will notify you of the denial
within 15 days after the information is received. If you don't provide the
needed information within the 45-day period, your claim will be denied.


A
denial notice will explain the reason for denial, refer to the part of the Plan
on which the denial is based, and provide the claim appeal procedures.


Pre-Service Claims


Pre-service
claims are those claims that require notification or approval prior to
receiving medical care or require notification within a specified time period
after service begins as required under the Plan provisions. If your claim is a
pre-service claim and is submitted properly with all needed information, you
will receive written notice of the claim decision from the Claims Administrator
within 15 days of receipt of the claim. If you file a pre-service claim
improperly, the Claims Administrator will notify you of the improper filing and
how to correct it within five days after the pre-service claim is received. If
additional information is needed to process the pre-service claim, the Claims
Administrator will notify you of the information needed within 15 days after
the claim was received and may request a one-time extension not longer than 15
days and pend your claim until all information is received. Once notified of
the extension, you then have 45 days to provide this information. If all of the
needed information is received within the 45-day time frame, the Claims
Administrator will notify you of the determination 



within
15 days after the information is received. If you don't provide the needed
information within the 45-day period, your claim will be denied. A denial
notice will explain the reason for denial, refer to the part of the Plan on
which the denial is based, and provide the claim appeal procedures.


Urgent Care Claims That
Require Immediate Action


Urgent
care claims are those claims that require notification or approval prior to
receiving medical care in which a delay in treatment could seriously jeopardize
your life or health or the ability to regain maximum function or, in the
opinion of a physician with knowledge of your medical condition, could cause
severe pain. In these situations:


·       You
will receive notice of the benefit determination in writing or electronically
within 72 hours after the Claims Administrator receives all necessary
information, taking into account the seriousness of your condition.


·       Notice
of denial may be oral with a written or electronic confirmation to follow
within three days.


If you
filed an urgent claim improperly, the Claims Administrator will notify you of
the improper filing and how to correct it within 24 hours after the urgent
claim was received. If additional information is needed to process the claim,
the Claims Administrator will notify you of the information needed within 24
hours after the claim was received. You then have 48 hours to provide the requested
information.


You
will be notified of a determination no later than 48 hours after either:


·       The Claims
Administrator's receipt of the requested information.


·       The
end of the 48-hour period within which you were to provide the additional
information, if the information is not received within that time.


A
denial notice will explain the reason for denial, refer to the part of the Plan
on which the denial is based, and provide the claim appeal procedures.


Concurrent Care Claims


If an
ongoing course of treatment was previously approved for a specific period of
time or number of treatments, and your request to extend the treatment is an
urgent care claim as defined above, your request will be decided within 24
hours, provided your request is made at least 24 hours prior to the end of the
approved treatment. The Claims Administrator will make a determination on your
request for the extended treatment within 24 hours from receipt of your
request.


If
your request for extended treatment is not made at least 24 hours prior to the
end of the approved treatment, the request will be treated as an urgent care
claim and decided according to the time frames described above. If an ongoing
course of treatment was previously approved for a specific period of time or
number of treatments, and you request to extend treatment in a non-urgent
circumstance, your request will be considered a new claim and decided according
to post-service or pre-service timeframes, whichever applies.


How to Appeal a Claim Decision


If you
disagree with a pre-service or post-service claim determination after following
the above steps, you can contact the applicable Claims Administrator in writing
to formally request an appeal. Your first appeal request must be submitted to
the Claims Administrator within 180 days after you receive the Claim denial.


Appeal Process


A
qualified individual who was not involved in the decision being appealed will
be appointed to decide the appeal. The Claims Administrator may consult with,
or seek the participation of, medical experts as part of the appeal resolution
process. You must consent to this referral and the sharing of pertinent medical
claim information. Upon written request and free of charge you have the right
to reasonable access to and copies of all documents, records and other
information relevant to your claim for benefits. 


Appeals Determinations


Pre-Service
and Post-Service Claim Appeals


You
will be provided written or electronic notification of the decision on your
appeal as follows:


·       For
appeals of pre-service claims, the first-level appeal will be conducted and you
will be notified by the Claims Administrator of the decision within 15 days
from receipt of a request for appeal of a denied Claim. The second-level 



appeal will be conducted and you will be notified by the
Claims Administrator of the decision within 15 days from receipt of a request
for review of the first-level appeal decision.


·       For
appeals of post-service claims, the first-level appeal will be conducted and
you will be notified by the Claims Administrator of the decision within 30 days
from receipt of a request for appeal of a denied claim. The second-level appeal
will be conducted and you will be notified by the Claims Administrator of the
decision within 30 days from receipt of a request for review of the first-level
appeal decision.


·       For
procedures associated with urgent Claims, refer to the following "Urgent
Claim Appeals That Require Immediate Action" section.


·       If you
are not satisfied with the first-level appeal decision of the Claims
Administrator, you have the right to request a second-level appeal from the
Claims Administrator. Your second level appeal request must be submitted to the
Claims Administrator in writing within 60 days from receipt of the first-level
appeal decision.


·       For
pre-service and post-service claim appeals, the Plan Administrator has
delegated to the Claims Administrator the exclusive right to interpret and
administer the provisions of the Plan. The Claims Administrator's decisions are
conclusive and binding.


Please
note that the Claims Administrator's decision is based only on whether or not
benefits are available under the Plan for the proposed treatment or procedure.
The determination as to whether the pending health service is necessary or
appropriate is between you and your physician.


Urgent Claim Appeals
That Require Immediate Action


Your
appeal may require immediate action if a delay in treatment could significantly
increase the risk to your health or the ability to regain maximum function or
cause severe pain.


In
these urgent situations, the appeal does not need to be submitted in writing.
You or your physician should call the Claims Administrator as soon as possible.
The Claims Administrator will provide you with a written or electronic
determination within 72 hours following receipt by the Claims Administrator of
your request for review of the determination taking into account the
seriousness of your condition.


For
urgent claim appeals, the Plan Administrator has delegated to the applicable
Claims Administrator the exclusive right to interpret and administer the
provisions of the Plan. The Claims Administrator's decisions are conclusive and
binding.


In any case, a
Participant or Beneficiary may have further rights under ERISA. The Plan
provisions require that Participants or Beneficiary pursue and exhaust all
claim and appeal rights described in this section before they seek any other
legal recourse regarding claims for benefits. 



 

 








    




 


APPENDIX C


DISCLOSURE OF
GRANDFATHERED STATUS


MODEL NOTICE


 


AT&T, as plan
sponsor, believes this Plan is a “grandfathered health plan” under the Patient
Protection and Affordable Care Act (the “Affordable Care Act”).  As permitted
by the Affordable Care Act, a grandfathered health plan can preserve certain
basic health coverage that was already in effect when that law was enacted. 
Being a grandfathered health plan means that the plan may not include certain
consumer protections of the Affordable Care Act that apply to other plans, for
example, the requirement for the provision of preventive health services without
any cost sharing.  However, grandfathered health plans must comply with certain
other consumer protections of the Affordable Care Act, for example, the
elimination of lifetime limits on benefits.


Questions regarding
which protections apply and which protections do not apply to a grandfathered
health plan and what might cause a plan to change from grandfathered health
plan status can be directed to the plan administrator at P.O. Box 30558, Salt Lake
City, Utah  84130-0558.  You  may also contact the Employee Benefits
Security Administration, U.S. Department of labor at 1-866-444-3272 or www.dol.gov/ebsa/healthreform.  This website
has a table summarizing which protections do and do not apply to grandfathered
health plans.  



 

 





 23 







APPENDIX D


 


 


 


Notwithstanding the
provisions and limitations of Section 2.15 of the Plan, the following Officers shall be included in the term
“Eligible Employee” and shall be eligible to participate in the Plan (along
with any Dependents) subject to all applicable provisions of the Plan:


 


	
  Name

  	
  Title

  	
  Effective
  Date of Participation

  
	
  David
  McAtee

  	
  Senior
  Executive Vice President & General Counsel

  	
  February
  1, 2018

  






 







 24