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                                                          Exhibit (10)(iii)(A)29


                  RESOLVED: that the Board hereby adopts the following
resolutions, as recommended by the Committee, amending the executive benefit
plans, programs and funding arrangements, as described below, effective January
1, 2004 (unless otherwise indicated):

                 RESOLVED:  that the following terms, when used in these
resolutions, shall have the meanings set forth below, unless the
context clearly requires a different meaning:

                EXECUTIVE: "Executive" means a management employee of a
                Participating Company (as that term is defined in the AT&T
                Management Pension Plan) classified as "Manager 5" in a
                non-banded environment, or at salary grade level of "E-band", or
                its equivalent, in a banded environment.

                SENIOR MANAGER: "Senior Manager" shall mean a management
                employee of a Participating Company classified as "Manager 6" in
                a non-banded environment, or at salary grade level above
                "E-band", or its equivalent, in a banded environment.

                RESOLVED:  that, the AT&T Senior Management Long Term
Disability and Survivor Protection Plan (the "Disability Plan") is hereby
amended, effective as soon as practicable on or after January 1, 2004, (the
"Disability Effective Date"), with respect to participants who become disabled
under the terms of the Disability Plan on or after the Disability Effective
Date:

         (a)      To provide a weekly short-term disability benefit to all
                  Executives and Senior Managers (collectively, "Participants")
                  who become "disabled" (as that term is defined in Section
                  2.01(a) of the Disability Plan) equal




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                  to the weekly equivalent of one hundred percent (100%) of such
                  Participant's annual base salary rate. The short-term
                  disability benefit will commence on the eighth consecutive day
                  of the Participant's absence from work due to his or her
                  disability, and end on the earlier of (i) the date the
                  Participant ceases to be disabled, or (ii) the last day of the
                  twenty-sixth week after commencement of the short-term
                  disability benefit, reduced by benefit payments from certain
                  other Company benefit plans as specified in the Disability
                  Plan;

         (b)      To reduce the period preceding the Participant's eligibility
                  for long-term disability benefits under the Disability Plan to
                  twenty-six (26) weeks from the date when the Participant
                  commences receiving short-term disability benefits under the
                  Disability Plan;

         (c)      To provide a long-term disability benefit for all Participants
                  in the Disability Plan who become "disabled" (as that term is
                  defined in Section 2.01(b) of the Disability Plan), regardless
                  of level or length or service, equal to sixty percent (60%) of
                  such Participant's eligible compensation as determined under
                  the terms of the Disability Plan, reduced by benefit payments
                  from certain other Company benefit plans as



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                                     - 3 -


                  specified in the Disability Plan, if, after the end of the
                  twenty-six week period referred to in paragraph (a), and as a
                  result of the same physical or mental impairment resulting in
                  the payment of short-term disability benefits, the Participant
                  remains disabled. Long-term disability benefits shall commence
                  beginning with the twenty-seventh week following the date when
                  the Participant commenced receiving short-term disability
                  payments under the Disability Plan and ending on the earlier
                  of (i) the cessation of the Participant's disability, or (ii)
                  the Participant's sixty-fifth birthday;

         (d)      To provide that a Participant may, prior to becoming eligible
                  for benefits under the Disability Plan, purchase additional
                  long-term disability benefits in an amount up to a maximum of
                  ten percent (10%) of such Participant's eligible compensation
                  as determined under the terms of the Disability Plan, and up
                  to seventy percent (70%) of the average of such Participant's
                  two most recent annual short-term bonus payments, which
                  additional disability benefits shall not be subject to
                  reduction or offset by benefit payments made under any other
                  Company benefit plan; and


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                                     - 4 -


                  RESOLVED: that the provisions of the AT&T Senior Management
Long Term Disability and Survivor Protection Plan (the "Disability Plan")
providing for (i) a minimum disability benefit after a Participant has attained
age 65 under Section 2.04 of the Disability Plan, (ii) a minimum retirement
benefit provided in Article 3 of the Disability Plan, (iii) a surviving spouse
benefit under Article 4 of the Disability Plan, and (iv) a death benefit under
Article 5 of the Disability Plan, shall remain in effect for Senior Managers and
shall not apply to any Executives otherwise covered under the Disability Plan;
and

                  RESOLVED:  that the AT&T Short Term Disability Benefit
Plan for Management Employees and the AT&T Long Term Disability Plan for
Management Employees are hereby amended, effective concurrently with the
Disability Effective Date as defined in the second preceding Resolution, to
terminate eligibility for all Senior Managers and Executives, provided that, as
of the day before the Disability Effective Date, such employees have not
incurred any disability that would otherwise qualify them to receive benefits
from either the AT&T Short Term Disability Benefit Plan for Management Employees
or the AT&T Long Term Disability Plan for Management Employees; and

                  RESOLVED:  that the AT&T Corp. Executive Basic Life
Insurance Program ("EBLIP") is hereby amended, effective January 1, 2004, to
provide for the orderly and efficient exchange, transfer or


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surrender of EBLIP insurance policies in order to provide replacement life
insurance coverage, under the AT&T Corp. Senior Management Universal Life
Insurance Program, to Executives whose participation in EBLIP is terminated
pursuant to the balance of this sentence, and to thereafter terminate the EBLIP
participation of any employee actively employed by AT&T Corp. or any of its
affiliates (the "Company") as soon as practicable on or after January 1, 2004.
The EBLIP shall continue to be maintained in accordance with its terms and
conditions for those participants in EBLIP who have terminated employment from
the Company on or before December 31, 2003 and for whom an EBLIP policy has been
purchased; and

                  RESOLVED: that the AT&T Corp. Executive Basic Life Insurance
Program ("EBLIP") is hereby amended, effective January 1, 2004, to provide that,
in the event of the termination of an Executive's participation in the EBLIP as
a result of the substitution or replacement of coverage under EBLIP with
coverage under another Company-sponsored executive life insurance program, such
as is provided in the following resolution, the Insurance Policy (as that term
is defined in EBLIP)



         (a)      Shall not be transferred to the Executive; and


         (b)      The Company shall have the absolute right to retain, exchange,
                  transfer or surrender the Insurance Policy as it may determine
                  in its sole and absolute discretion;


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                                     - 6 -


                  RESOLVED: that the AT&T Corp. Senior Management Universal Life
Insurance Program ("SMULIP") is hereby amended, effective January 1, 2004:

         (a)      To provide that all Executives shall be eligible to
                  participate in SMULIP concurrently with the termination of
                  their participation in the AT&T Executive Basic Life Insurance
                  Program;

         (b)      To revise the existing pre-retirement death benefit provisions
                  to provide a pre-retirement death benefit for all participants
                  in SMULIP, regardless of level, equal to three times the
                  eligible employee's annual base salary rate (unless otherwise
                  elected in accordance with paragraph (d) of this resolution);

         (c)      To revise the existing post-retirement death benefit
                  provisions to provide a post-retirement death benefit for all
                  participants in SMULIP, regardless of level, equal to two
                  times the eligible employee's annual base salary rate (unless
                  otherwise elected in accordance with paragraph (d) of this
                  resolution);

         (d)      To provide to those employees who are participants in SMULIP
                  and employed by the Company as of December 31, 2003, a
                  one-time election to continue the coverage in effect under
                  SMULIP on December 31, 2003 (subject to all


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                                     - 7 -


                  terms and conditions of SMULIP in effect as of December 31,
                  2003) without regard to the changes to SMULIP described in the
                  preceding paragraphs of this resolution;

         (e)      The SMULIP shall continue to be maintained in accordance with
                  its terms and conditions, including the Company's right to
                  amend, modify or terminate, for those participants in SMULIP
                  who have terminated employment with the Company on or before
                  December 31, 2003;



                  RESOLVED: that the AT&T Senior Management Incentive Award
Deferral Plan (the "Deferral Plan") is hereby amended, effective as soon as
practicable on or after January 1, 2004 the "Deferral Effective Date"), with
respect to deferrals of base salary, annual bonus and performance share and
restricted stock unit awards earned, payable or granted on or after the Deferral
Effective Date:



         (a)      To permit all Executives and Senior Managers to participate in
                  the Deferral Plan, as modified by these resolutions, and to
                  defer receipt of an amount not to exceed fifty percent (50%)
                  of their annual base salary, one hundred percent (100%) of
                  their annual bonus, and one hundred percent (100%) of their
                  annual grant of performance shares or restricted stock units
                  (collectively, "Compensation") with respect to Compensation
                  earned or payable on or after the Deferral


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                                     - 8 -


                  Effective Date in accordance with procedures to be established
                  by the Executive Vice President-Human Resources, in
                  consultation with the AT&T Vice President-Taxes and Tax
                  Counsel;

         (b)      To provide that the Company shall periodically credit to each
                  participant's cash account a matching contribution, in an
                  amount equal to two-thirds of the sum of the participant's
                  base salary deferred and annual bonus deferred under the
                  Deferral Plan on or after the Deferral Effective Date,
                  provided, however, that such matching contribution shall be
                  subject to vesting provisions identical to those that exist
                  under the AT&T Long Term Savings Plan for Management Employees
                  ("LTSPME"), and such matching contributions shall not exceed
                  four percent of the sum of the participant's base salary plus
                  annual bonus (before reduction by the amount of (i) any
                  deferrals under the Deferral Plan, or (ii) elective deferrals
                  under the LTSPME, or (iii) salary reductions under any Company
                  cafeteria plan), reduced by the amount of matching
                  contributions allocated to the participant's account under the
                  LTSPME for the corresponding payroll period;

         (c)      To provide that Participant Accounts shall be credited under
                  the Deferral Plan with interest and dividend


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                                     - 9 -


                  equivalent payments, in accordance with the existing interest
                  and dividend equivalent crediting provisions of the Deferral
                  Plan;

         (d)      To provide that, in accordance with procedures to be
                  established by the Executive Vice President - Human Resources,
                  in consultation with the AT&T Vice President-Taxes and Tax
                  Counsel, participants may elect to receive a distribution of
                  their Deferral Plan accounts attributable to Compensation
                  earned or payable on or after the Deferral Effective Date, by
                  choosing among the distribution options currently available
                  under the Deferral Plan, subject to the modifications to those
                  options described in the Board Presentation (i.e., in-service
                  withdrawals permitted at any age, reduction in the maximum
                  installment period to 10 years, ability to change distribution
                  elections no later than one year prior to termination of
                  employment, and distributions required to commence within one
                  year after termination);

         Existing elections under the Deferral Plan to defer receipt of
         compensation otherwise payable in calendar year 2003 shall remain
         effective, and compensation deferred pursuant to such an election, as
         well as existing deferrals in such Deferral Plan, shall continue to be
         deferred under the Deferral Plan, credited


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                                     - 10 -


         with interest or earnings at the rate determined in accordance with
         current plan provisions, and distributed in accordance with the terms
         of the participants' elections and the distribution provisions of the
         Deferral Plan in effect on December 31, 2003;

                  RESOLVED: that the AT&T Management Pay Plan is hereby amended,
effective January 1, 2004, to provide that no payment with respect the lost
Company Match (the Company Matching Contribution that would have been made to
the AT&T Long Term Savings Plan for Management Employees in 2003 or any year
thereafter, but for the limitation on compensation set forth in Section
401(a)(17) of the Internal Revenue Code of 1986, as amended), shall be made with
respect to any Executive or Senior Manager; and

                  RESOLVED: that the AT&T Non-Qualified Pension Plan, the AT&T
Excess Benefit and Compensation Plan, the AT&T Mid-Career Pension Plan, and the
AT&T Senior Management Long Term Disability and Survivor Protection Plan
(collectively, the "Non-Qualified Plans") are each hereby amended, effective
January 1, 2004, to provide that the Company's right and discretionary authority
under the respective Non-Qualified Plans to direct that non-qualified benefits
payable to a participant or his or her surviving spouse, as applicable, be made
through the purchase and distribution of one or more commercial annuity
contracts shall be applicable to only the non-qualified benefits payable from
the respective Non-Qualified Plans to any


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                                     - 11 -


participant (or the surviving lawful spouse of any such participant, as
applicable) who:

         (a)      Is on the active payroll of the Company (or on an approved
                  leave of absence with guaranteed right of reinstatement with
                  the Company) and classified as a Senior Manager on December
                  31, 2003, and

         (b)      Satisfies the age and service requirements (other than by
                  virtue of the "Rule of 65") in effect at the time the
                  participant terminates employment with the Company for receipt
                  of retirement-related health benefits under the AT&T Corp.
                  Postretirement Welfare Benefits Plan (or any successor to such
                  plan) (other than through a Company-sponsored employee-paid
                  health benefits access program or through the AT&T Corp.
                  Separation Medical Plan), without regard to whether or not the
                  Senior Manager has five years of service as of December 31,
                  1999;

                  RESOLVED: that Schedule 1 to the AT&T Corp. Benefits
Protection Trust (the "Trust") is hereby amended in its entirety to read as
follows:


                                    Account A

         1.       AT&T Non-Qualified Pension Plan (with respect to benefits that
                  may become payable to Senior Managers)


         2.       AT&T Mid-Career Pension Plan


         3.       AT&T Excess Benefit and Compensation Plan (with respect to
                  benefits that may become payable to Senior Managers)


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                                     - 12 -



         4.       AT&T Senior Management Long Term Disability and Survivor
                  Protection Plan (with respect to benefits that may

                  become payable to Senior Managers)

                                    Account B

         1.       AT&T Senior Management Incentive Award Deferral Plan (with
                  respect to benefits that may become payable to Senior
                  Managers)

                                    Account C

         1.       AT&T Senior Management Incentive Award Deferral Plan (with
                  respect to benefits that may become payable to Executives)

         2.       AT&T Excess Benefit and Compensation Plan (with respect to
                  benefits that may become payable to Executives)

         3.       AT&T Non-Qualified Pension Plan (with respect to benefits that
                  may become payable to Executives)

         4.       AT&T Senior Management Long Term Disability and Survivor
                  Protection Plan (with respect to benefits that may become
                  payable to Executives)

                  RESOLVED: That the AT&T Non-Qualified Pension Plan is hereby
amended to provide benefits to Senior Managers and Executives in an amount
sufficient to make up for any reduction in benefits under either the AT&T
Management Pension Plan or the AT&T Excess Benefits and Compensation Plan
resulting from the Senior Manager's or Executive's election to defer
Compensation under the terms of the Deferral Plan;

                  RESOLVED: that, subject to the agreement of the Trustee of the
AT&T Corp. Benefits Protection Trust (the "Trust"), the Trust is hereby amended,
effective January 1, 2004, to provide for funding, in accordance with the terms
of the Trust, of benefits payable to Executives pursuant to the terms of the
AT&T Senior Management


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                                     - 13 -


Incentive Award Deferral Plan, the AT&T Excess Benefit and Compensation Plan,
the AT&T Non-Qualified Pension Plan and the AT&T Senior Management Long Term
Disability and Survivor Protection Plan, and that contributions to the Trust
(both unallocated prior contributions and all future contributions) shall be
allocated first within the Trust to Trust Account "A"; thereafter, once Trust
Account "A" is fully funded (i.e., continually funded at the "Full Funding
Amount" as defined in the Trust), to Account "B"; thereafter, once Trust Account
"B" is fully funded (i.e., continually funded at the "Full Funding Amount" as
defined in the Trust ), to Account "C"; and

                  RESOLVED: that, the Executive Vice President - Human Resources
(or her successor or delegate), with the concurrence of the AT&T Law Division,
is authorized, without further Board approval, to (1) incorporate appropriate
language into the plans, programs, funding arrangements and perquisite documents
identified above, including changing the names of the plans, to reflect properly
the provisions and intent of the foregoing amendments and the materials
presented to the Board, and attached hereto as Exhibit 1, (2) to determine the
appropriateness of establishing separate plans with respect the benefits that
are the subject of these resolutions and to adopt such separate plans, otherwise
consistent with the foregoing resolutions and the Board Presentation, if it is
determined to be in the best interests of the Company and its Senior Managers
and Executives, (3)


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                                     - 14 -


take such action and to approve such amendments to other AT&T benefit plans,
programs and funding arrangements as may be reasonably necessary or appropriate
to conform such other benefit plans, programs and funding arrangements to the
amendments made by the foregoing resolutions, (4) make administrative amendments
to such plans, programs and funding arrangements, including reviewing and, if
appropriate, modifying any funding assumptions with respect to life insurance
policies issued under SMULIP, as may be necessary or appropriate to implement
the foregoing resolutions and that are consistent with the intent of the Board
Presentation, and (5) take such further action including, but not limited to,
conducting requests for proposals for new vendors or insurance or annuity
carriers, determining whether to insure or self insure such benefits, entering
into contract arrangements with vendors, service providers, administrators
(including insurers with respect to life insurance and disability benefits), and
consultants, as she considers necessary or appropriate to implement the
foregoing resolutions and as may otherwise be necessary to comply with legal,
statutory, and regulatory requirements; and

                  RESOLVED: that, the Chairman and Chief Executive Officer of
AT&T Investment Management Corporation (or his successor or delegate), be and
hereby is, authorized and directed to (1) take such action and to approve and
execute such amendments to the AT&T Corp.


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                                     - 15 -


Benefits Protection Trust (the "Trust) as may be reasonably necessary or
appropriate, and as may be acceptable to the Trustee, to implement the foregoing
resolutions, or as may otherwise be necessary to comply with legal, statutory,
and regulatory requirements, and (2) make such administrative amendments
necessary or appropriate to implement the foregoing resolutions and that are
consistent with the intent of the Board as reflected in these resolutions and
the materials presented to the Board, as attached hereto as Exhibit 1.