ex10b.htm


     

    


    


    


    


    


    


    
      	
               
      

            	
              BELLSOUTH
      CORPORATION

            


    

    


    
      	
               
      

            	
              SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

            


    

    


    


    


    


    
      	
               
      

            	
              Amended
      and Restated effective as of January 1,
2008

            


    

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              BELLSOUTH
      CORPORATION

            


    

    
      	
               
      

            	
              SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

            


    

    


    
      	
              ARTICLE
      I.    

            	
               STATEMENT
      OF PURPOSE

            


    

    


    The
purpose of the BellSouth Corporation Supplemental Executive Retirement Plan is
to provide supplemental pension benefits to Executives and certain other
employees of BellSouth Corporation and certain subsidiaries of BellSouth
Corporation, hereinafter referred to as Participants, who retire or terminate
from service.  The Plan was originally effective as of January 1, 1984
and was subsequently amended from time to time.  The Plan was amended
and restated, effective as of January 1, 2005, and as so amended and restated is
intended to comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), with respect to all benefits accrued and
vested on or after January 1, 2005.  Further, with respect to all
benefits of Participants employed on or after January 1, 2007, the Plan is
intended to fully comply with the requirements of Code Section
409A.  .  During the period from January 1, 2005, to the
date of the adoption of this restated Plan document, the Plan has been operated
in good faith compliance with the provisions of Code Section 409A, Internal
Revenue Service Notice 2005-1, the proposed Treasury Regulations for Code
Section 409A, the Final Treasury Regulations for Code Section 409A, applicable
Internal Revenue Services Notices and Announcements and any other generally
applicable guidance published in the Internal Revenue Service
Bulletin.

    


    Following
the merger of AT&T Inc. and BellSouth Corporation, the Plan is now hereby
amended and restated, effective January 1, 2008, to reflect the transition of
certain participants to other AT&T retirement plans and/or other AT&T
companies.  This amendment and restatement shall supersede in all
respects the amendment and restatement previously approved on December 21,
2006.

     

    
      	
              ARTICLE
      II.    

            	
               DEFINITIONS

            


    

    


    


    


    
      	
               1.

            	
              The
      term "ADEA" shall
      mean the Age Discrimination in Employment Act of 1967, as amended from
      time to time.

            


    

    


    
      	
               2.

            	
              The
      term "Affiliate"
      shall mean any corporation, other than BellSouth Corporation (or a
      Participating Company), which is a member of the same controlled group of
      corporations (within the meaning of Code Section 414(b)) as BellSouth
      Corporation and any trade or business (whether or not incorporated) which
      is under common control with BellSouth Corporation within the meaning of
      Code Section 414(c).

            


    

    


    
      	
               3.

            	
              The
      term "Annual
      Bonus Award" shall mean the bonus amount paid annually to a
      Participant that is included in the calculation of pension benefits under
      the Pension Plan.

            


    

    


    
      	
               4.

            	
              The
      term “AT&T
      SERP Participant” shall mean an officer who is designated as a
      participant in the AT&T, Inc. 2005 Supplemental Employee Retirement
      Plan (the “A&T SERP”).  The initial day of participation in
      such plan is the named officer’s “SERP Effective Date” as defined in the
      AT&T SERP.

            


    

    


    
      	
              5.  

            	
              The
      term “AT&T
      SERP Vesting Date” shall mean the date that an AT&T SERP
      Participant becomes 100% vested in the AT&T
  SERP.

            


    

    


    
      	
               6.

            	
              The
      terms "BellSouth
      Corporation" and "Company" shall
      mean BellSouth Corporation, a Georgia corporation, or its
      successors.

            


    

    


    
      	
               7.

            	
              The
      terms "Chairman
      of the Board", "President" and
      "Board of
      Directors" or "Board" shall
      mean the Chairman of the Board of Directors, President and Board of
      Directors, respectively, of the
Company.

            


    

    


    
      	
               8.

            	
              The
      term “Claim
      Review Committee” shall mean the BellSouth Corporation Employees’
      Benefit Claim Review Committee appointed by the Committee to be the claims
      fiduciary or any claims brought under the Pension
  Plan.

            


    

    


    
      	
               9.

            	
              The
      term "Code" shall
      mean the Internal Revenue Code of 1986, as amended from time to
      time.

            


    

    


    
      	
              10.

            	
              The
      term "Committee"
      shall mean the Employee Benefit Committee of BellSouth Corporation
      appointed by the Company to administer the Pension
  Plan.

            


    

    


    
      	
              11.

            	
              The
      term “Disabled” or
      “Disability”
      means the following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      inability of the Participant to engage in any substantial gainful activity
      by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months;
OR

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Participant is, by reason of any medically determinable physical or mental
      impairment which can be expected to result in death or can be expected to
      last for a continuous period of not less than 12 months, receiving income
      replacement benefits for a period of not less than 3 months under a
      short-term disability plan covering employees of a Participating
      Company.

            


    

    


    
      	
              12.

            	
              The
      term "Executive"
      shall mean an employee on the active payroll of any Participating Company
      who holds a position that the Board of Directors has designated to be
      within the Company’s executive compensation
  group.

            


    

    


    
      	
              13.

            	
              The
      term “Executive
      Severance Agreement” means a BellSouth executive change in control
      agreement entered into by and between an executive who is a Participant in
      this Plan and BellSouth, as amended and/or superseded from time to time,
      providing certain benefits in the event of a change in corporate control
      of BellSouth Corporation.

            


    

    


    
      	
              14.

            	
              The
      term "Former
      Affiliate" shall have the same meaning as “Interchange
      Company”.

            


    

    


    
      	
              15.

            	
              The
      term "Included
      Earnings" shall have the meaning ascribed to such term in Section
      4(a)(ii) of Article IV of this
Plan.

            


    

    


    
      	
              16.

            	
              The
      term "Interchange
      Company" shall have the same meaning as is attributed to such term
      under the Pension Plan.

            


    

    


    
      	
              17.

            	
              The
      term "Mandatory
      Retirement Age" shall have the same meaning as is attributed to
      such term under the Pension Plan.

            


    

    


    
      	
              18.

            	
              The
      term “Merger” shall
      mean the planned merger, pursuant to the Agreement and Plan of Merger
      dated as of March 4, 2006 (the “Merger Agreement”), by and among
      BellSouth, AT&T Inc. (“AT&T”), and ABC Consolidation Corp., a
      Georgia corporation and wholly-owned subsidiary of AT&T (“Merger
      Sub”), pursuant to which, at the “Effective Time” (as defined in the
      Merger Agreement), BellSouth will be merged with and into the Merger
      Sub.

            


    

    


    
      	
              19.

            	
              The
      term “Merger
      Severance Plan” means a severance plan (or plans) adopted under the
      terms of the Company Disclosure Letter to the Merger Agreement (as defined
      in Section 16 of this Article II).

            


    

     

    
      	
              20.

            	
              The
      term "Net
      Credited Service", except as expressly limited or otherwise
      provided in this Plan or under an individual Participant’s
      employment-related agreement with the Company, shall have the same meaning
      as is attributed to such term under the Pension Plan and shall be
      interpreted in the same manner as that term is interpreted for purposes of
      the Pension Plan.

            


    

    


    
      	
              21.  

            	
              The
      term "Participants"
      shall mean all Executives as defined herein, as well as all other
      management employees (i.e., non-collectively
      bargained employees) at pay grade E01 (or equivalent) and above and any
      other employees designated by the Chief Executive Officer of BellSouth
      Corporation or his or her delegated
  representative.

            


    

     

    
      	 	No
      employee shall commence or re-commence participation in the Plan on and
      after February 8, 2007.


    

     

    
      	
              22.  

            	
              The
      term "Participating
      Company" shall mean BellSouth Corporation, and each subsidiary of
      BellSouth Corporation which shall have determined, with the concurrence of
      the senior human resources officer of BellSouth Corporation, to
      participate in the Plan.  Each Participating Company
      participating in the Plan as of the adoption of this amendment and
      restatement shall be a Participating Company in the
  Plan.

            


    

     

    
      
        	 	
                In
      addition, any Participant who transfers employment on or after December
      29, 2006 from a Participating Company to an Affiliate shall remain an
      eligible Participant in this Plan, and the employing Affiliate shall be
      considered a Participating Company for purposes of that Participant’s
      service and earnings hereunder.

              


      

       

    

    
      	
              23.

            	
              The
      term "Pension
      Act" shall mean the Employee Retirement Income Security Act of 1974
      (ERISA) as it may be amended from time to
time.

            


    

    


    
      	
              24.

            	
              The
      term "Pension
      Commencement Date" shall have the same meaning as is attributed to
      such term under the Pension Plan.

            


    

    


    
      	
              25.

            	
              The
      term "Pension
      Plan" shall mean the BellSouth Personal Retirement Account Pension
      Plan as in effect on the date of the
Merger.

            


    

    


    
      	
              26.

            	
              The
      term "Plan" shall
      mean this BellSouth Corporation Supplemental Executive Retirement
      Plan.

            


    

    


    
      	
              27.

            	
              The
      term "Post-04
      Benefit” shall mean the Participant’s Plan benefit accrued on or
      after January 1, 2005 determined in accordance with the provisions of Code
      Section 409A.

            


    

    


    
      	
              28.

            	
              The
      term "Pre-05
      Benefit” shall mean the Participant’s Plan benefit accrued and
      vested as of December 31, 2004 determined in accordance with the
      provisions of Code Section 409A.

            


    

     

    
      	
              29.

            	
              The
      term “Rabbi
      Trust Agreement” shall mean each and all of the following:
      (i) BellSouth Corporation Trust Under Executive Benefit Plan(s); (ii)
      BellSouth Telecommunications, Inc. Trust Under Executive Benefit Plan(s);
      (iii) BellSouth Enterprises, Inc. Trust Under Executive Benefit Plan(s);
      (iv) BellSouth Corporation Trust Under Executive Benefit Plan(s) for
      Mobile Systems Executives; (v) BellSouth Corporation Trust Under Executive
      Benefit Plan(s) for Advertising and Publishing Executives; (vi) Trust
      Under Executive Benefit Plan(s) for Certain BellSouth Companies; in each
      case, as amended from time to time.

            


    

    


    
      	
              30.

            	
              The
      term “Specified Employee” shall mean, for periods on or after December 29,
      2006, any Participant who is a “Key Employee” (as defined in Code Section
      416(i) without regard to paragraph (5) thereof), as determined by AT&T
      in accordance with its uniform policy with respect to all arrangements
      subject to Code Section 409A, based upon the 12-month period ending on
      each December 31st
      (such 12-month period is referred to below as the “identification
      period”).  All Participants who are determined to be Key
      Employees under Code Section 416(i) (without regard to paragraph (5)
      thereof) during the identification period shall be treated as Key
      Employees for purposes of the Plan during the 12-month period that begins
      on the first day of the 4th
      month following the close of such identification period.  For
      periods prior to December 29, 2006, the term Specified Employee shall mean
      a “specified employee” under Code Section
409A.

            


    

    


    
      	
              31.

            	
              The
      term "Standard
      Annual Bonus" shall mean an amount determined by (1) a stated
      dollar amount, or (2) applying a target percentage of a Participant’s base
      pay rate, as determined by the annual compensation plan and the
      Participant’s current job or pay
grade.

            


    

    


    
      	
              32.

            	
              The
      term "Vesting
      Service Credit", except as expressly limited or otherwise provided
      in this Plan or under an individual Participant’s employment-related
      agreement with the Company, shall have the same meaning as is attributed
      to such term under the Pension Plan and shall be interpreted in the same
      manner as that term is interpreted for purposes of the Pension
      Plan.

            


    

    


    
      	
               
      

            	
              An
      AT&T SERP Participant whose SERP Effective Date is prior to January 1,
      2009 shall have his Vesting Service Credit (“VSC”) determined in the same
      manner that is determined in the Pension Plan; provided however, his VSC
      shall not increase after his AT&T SERP Vesting Date (i.e., years of
      VSC earned after that date will not be included for purposes of
      calculating this Plan’s benefit).

            


    

    


    
      	
               
      

            	
              In
      addition, any AT&T SERP Participant whose SERP Effective Date is on or
      after January 1, 2009 shall have his VSC determined in the same manner
      that is determined in the Pension Plan; provided however, his VSC shall
      not increase after his SERP Effective
Date.

            


    

     

    
      	
              33.

            	
              The
      use in this Plan of personal pronouns of the masculine gender is intended
      to include both the masculine and feminine
  genders.

            


    


    
      	
              ARTICLE
      III.  

            	
              ADMINISTRATION

            


    

    


    
      	
               1.

            	
              The
      Company shall be the Plan Administrator and the Plan Sponsor of the Plan
      as those terms are defined in the Pension Act.  The Company may
      allocate all or any part of its responsibilities for the operation and
      administration of the Plan, except to the extent expressly prohibited by
      the Plan's terms. The Company may designate in writing other persons to
      carry out its responsibilities under the Plan, and may employ persons to
      advise it with regard to such responsibilities.  The Company,
      acting through the Committee, the Claim Review Committee or any other
      person designated by the Company, as applicable, shall have the exclusive
      responsibility and complete discretionary authority to interpret the terms
      of the Plan (including the power to construe ambiguous or uncertain
      terms), to control the operation and administration of the Plan and to
      resolve all questions in connection therewith, with all powers necessary
      to enable it to properly carry out such responsibilities, including
      without limitation the powers and responsibilities set forth in this
      Article III, and its determinations shall be final, conclusive and binding
      on all  persons.

            


    

    


    
      	
              2.

            	
              The
      Plan Administrator shall have the power to determine status, coverage,
      eligibility for and the amount of benefits under the Plan and all
      questions arising in connection therewith, with respect to employees of
      each Participating Company, respectively, and shall have the power to
      authorize disbursements according to this
Plan.

            


    

    


    
      	
              3.

            	
              The
      review and final determination of claims and appeals for Participants and
      beneficiaries under the Plan shall be determined by, and in the complete
      discretion of, the Plan Administrator acting through the Claim Review
      Committee and in accordance with the claims and appeals procedures set
      forth in the summary plan description for the Pension Plan and shall be
      administered and interpreted in accordance with the Pension Act and
      procedures in effect under the Pension Plan.  All determinations
      of the Plan Administrator shall be final and binding and not subject to
      further administrative review.

            


    

    


    
      	
              4.

            	
              The
      expenses of administering the Plan shall be borne by the Company and/or
      the applicable Participating
Company.

            


    

    


    
      	
              5.

            	
              The
      Company, the Committee and the Claim Review Committee, and each other Plan
      Administrator described herein, are each a named fiduciary as that term is
      used in the Pension Act with respect to the particular duties and
      responsibilities herein provided to be allocated to each of
      them.

            


    

    


    
      	
              6.  

            	
              Any
      person or group of persons may serve in more than one fiduciary capacity
      with respect to the Plan.

            


    

    


    
      	
              7.

            	
              Notwithstanding
      the preceding, effective as of the date of the Merger, responsibility for
      administration of the Plan shall be determined under the terms of the
      Rabbi Trust Agreements.  As provided in the Rabbi Trust
      Agreements, claims for benefits, appeals of benefit denials and Plan
      interpretations shall be made by a “Trust Contractor” or “Independent
      Fiduciary” (as such terms are defined in the Rabbi Trust Agreements), as
      the case may be.  At any time during which a Trust Contractor or
      Independent Fiduciary shall, under the terms of the Rabbi Trust
      Agreements, have such Plan administrative responsibilities, the term “Plan
      Administrator” as used in this Plan shall refer to such Trust Contractor
      or Independent Fiduciary.

            


    


    
      	
              ARTICLE
      IV. 

            	
              BENEFITS

            


    

    


    
      	
               1.

            	
              Participation

            


    

    


    
      	
               
      

            	
              All
      persons included in the definition of the term "Participants" are deemed
      participants in this Plan.  In addition, each individual who has
      participated in this Plan but who has ceased to be included in the
      definition of "Participants", whether due to demotion, termination or
      otherwise, shall continue to be a Participant in this Plan, except for
      purposes of accruing additional benefits under Section 4 of this Article
      IV, and shall be entitled to a benefit under this Plan if, at the time
      such individual ceased to be included in the definition of "Participants",
      he or she had satisfied the service requirements for a deferred vested
      pension under the Pension Plan.  Each such individual shall
      receive a benefit under the terms of the Plan as in effect immediately
      prior to the effective date of such demotion, termination or other event,
      the amount of such benefit to be calculated as if the individual retired
      (or otherwise terminated employment) on such date, it being the Company's
      intent that any such demotion, termination or other event removing
      individuals from the definition of "Participants" shall not adversely
      affect entitlement to such
benefits.

            


    

    


    
      	
               2.

            	
              Mandatory Retirement
      Age

            


    

    


    
      	
               
      

            	
              Each
      Participant, whether or not eligible for benefits under this Plan, shall
      cease to be eligible for continued employment no later than the last day
      of the month in which such Participant attains the Mandatory Retirement
      Age.

            


    

    


    
      	
               3.

            	
              Eligibility

            


    

    


    
      	
               
      

            	
              (a)

            	
              Service
      Benefit

            


    

    


    An
individual who is both a Participant in this Plan and who is eligible for a
service pension pursuant to the terms of the Pension Plan at the time of
employment termination or whose age and Net Credited Service recognized under
this Plan would satisfy the eligibility requirements of the Pension Plan for a
service pension is eligible for a service benefit pursuant to this
Plan.  Additionally, each Participant who has attained age 62 or older
and whose Net Credited Service is ten years or more at the time of employment
termination is eligible for a service benefit under this Plan.  Each
Participant whose employment terminates pursuant to and under the terms of the
Merger Severance Plan may also be eligible for a service benefit under this
Plan, if at the time of employment termination the Participant's age and Net
Credited Service meets the requirements established under such severance program
to be deemed service pension eligible for purposes of this Plan.  Each
Participant whose employment terminates pursuant to and under the terms of an
Executive Severance Agreement shall be deemed to be eligible for a service
pension for purposes of this Plan.

    


    


    
      	
               
      

            	
              (b)

            	
              Deferred
      Benefit

            


    

    


    
      	
               
      

            	
              (i)

            	
              Any
      individual not described in Section 3(a) of this Article IV who is a
      Participant in this Plan at the time of voluntary employment termination
      is eligible for a deferred vested pension pursuant to this Plan, provided
      he is eligible for a deferred vested pension pursuant to the Pension
      Plan.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      the event that a Participant’s employment is terminated involuntarily
      prior to his or her becoming eligible for a deferred benefit under this
      Plan, and the termination is not for cause, such Participant shall
      nevertheless be entitled to a deferred benefit hereunder, based upon the
      Participant’s Vesting Service Credit at his or her date of
      termination.

            


    

    


    
      	 	
              (c)

            	
              Disability
      Pension

            


    

    


    
      	
               
      

            	
              An
      individual who while a Participant in this Plan has become eligible for a
      disability pension pursuant to the terms of the Pension Plan and who is
      also determined to be Disabled shall be eligible for a disability pension
      hereunder, calculated as follows:  the amount is determined in
      accordance with Section 4 of this Article IV calculated to one year after
      date of Disability (pro-rata if less than 20 years of service) with no
      reduction factor but offset by the actual service or deferred benefit
      determined under Section 4 of this Article IV applying all applicable
      early retirement reduction factors (determined assuming that the service
      or deferred benefit is payable as an annuity).  Should the
      disability pension be discontinued pursuant to the terms of the Pension
      Plan, the disability pension hereunder shall be discontinued as
      well.  Regardless of the Participant’s Disabled status, the
      disability pension hereunder shall be discontinued upon the Participant’s
      attaining age 65.

            


    

    


    
      	
              4.

            	
              Benefit
      Amounts

            


    

    


    
      	
               
      

            	
              (a)

            	
              Computation of
      Benefit

            


    

    


    
      	
               
      

            	
              (i)

            	
              (A)

            	
              Benefit
      Formula

            


    

    


    
      	
               
      

            	
              The
      aggregate annualized benefit of each Participant payable as provided in
      the Plan shall be determined by adding the sum of two percent (2%) of
      Included Earnings for each year of the Participant's Vesting Service
      Credit for the first twenty years, plus one and one-half percent (1.5%) of
      Included Earnings for each year of the Participant's Vesting Service
      Credit for the next ten years, plus one percent (1%) of Included Earnings
      for each year of the Participant's Vesting Service Credit for each
      additional year up to the month in which the Participant retires less (1) 100%
      of the retirement benefit (unreduced for survivor annuity) payable from
      the Pension Plan and (2) 100% of the Primary Social Security benefit
      payable at age 65.

            


    

    


    An
AT&T SERP Participant whose SERP Effective Date is prior to January 1, 2009
shall have his Pension Plan benefit and Primary Social Security benefit
calculated and frozen as of his AT&T SERP Vesting Date for purposes of
calculating this Plan’s benefit.

    


    In
addition, any AT&T SERP Participant whose SERP Effective Date is on or after
January 1, 2009 shall have his Pension Plan benefit and Primary Social Security
benefit calculated and frozen as of his AT&T SERP Effective
Date.

    


    
      	
               
      

            	
              (B)

            	
              Special
      Rules

            


    

    


    
      	
               
      

            	
              (1)

            	
              With
      respect to service benefits, the benefit reduction to be applied pursuant
      to Section 4(a)(i)(A)(1) above for the  benefit payable from the
      Pension Plan shall be the amount of such benefit that would be payable on
      the date that benefits are eligible to be paid (or become payable) under
      this Plan (regardless of the Participant’s actual pension commencement
      date under the Pension Plan) and determined assuming that the Participant
      elected a single life annuity (regardless of the actual form of benefit
      elected under the Pension Plan).

            


    

    


    
      	
               
      

            	
              (2)

            	
              With
      respect to deferred vested benefits, the benefit reduction to be applied
      pursuant to Section 4(a)(i)(A)(1) above for the benefit payable from the
      Pension Plan shall be the amount of such benefit that would be payable on
      the Participant’s 65th
      birthday (regardless of the Participant’s actual pension commencement date
      under the Pension Plan) and determined assuming that the Participant
      elected a single life annuity (regardless of the actual form of benefit
      elected under the Pension Plan).

            


    

    


    
      	
               
      

            	
              (3)

            	
              In
      the case of any Executive (i) who has attained the age of sixty-two (62)
      or more or who is deceased, (ii) who was previously employed by a Former
      Affiliate, (iii) who serves or has served as an officer (as such term is
      used in the employment practices and policies of the relevant company) of
      BellSouth Corporation or an Affiliate, and (iv) whose service with a
      Former Affiliate is disregarded in determining the Executive's Vesting
      Service Credit under the Pension Plan, for purposes of this Plan, the
      Executive’s Vesting Service Credit and Net Credited Service shall be
      increased by

            


    

    


    
      	
               
      

            	
              (x)  the
      Executive's Vesting Service Credit and Net Credited Service with the
      Former Affiliate(s) (determined under the rules of the Pension Plan as if
      the Executive had been employed by BellSouth Corporation during such
      period and had no other service covered under the Pension Plan), multiplied
      by

            


    

    


    
      	
               
      

            	
              (y)
      a fraction, the numerator of which is the number of whole years (not to
      exceed ten (10)) of such Executive's Net Credited Service as an officer of
      BellSouth Corporation or an Affiliate and the denominator of which is ten
      (10).

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the foregoing, no Executive's Vesting Service Credit or Net Credited
      Service, for purposes of this Plan shall be increased for service with a
      Former Affiliate to the extent that any such service would otherwise be
      considered, directly or indirectly, in determining such Executive's
      benefits under this Plan by virtue of the terms of any other agreement,
      plan or arrangement.

            


    

     

    
      	
              (4)  

            	
              In
      the case of any Participant whose Vesting Service Credit or Net Credited
      Service includes a period of service with an employer with respect to
      which the Participant is entitled to any retirement benefit payable from
      defined benefit pension plan(s ) (including qualified plans and
      nonqualified plans such as excess benefit and supplemental executive
      retirement plans), including any Executive whose Vesting Service Credit
      and Net Credited Service under this Plan is increased pursuant to Section
      4(a)(i)(B)(3) preceding, the benefit reduction described in Section
      4(a)(i)(A)(1) above for the retirement benefit payable from the Pension
      Plan shall include any such retirement benefit payable by such
      employer.  The determination of the benefit reduction for any
      such benefit shall be made using approaches which approximate as nearly as
      practicable the approaches used in making such determinations with respect
      to benefits payable under the Pension Plan, as described above in this
      Section 4(a)(i).  In the case of any Executive whose Vesting
      Service Credit and Net Credited Service under this Plan is increased
      pursuant to paragraph (B)(3) of this Section 4(a)(i), the benefit payable
      by such employer shall first be multiplied  by the fraction
      described in that paragraph and the product thereof shall be the amount of
      the benefit reduction.

            


    

    


    
      	
              (5)  

            	
              A
      Participant’s service or deferred benefit (the value of which is expressed
      as an annuity) at the time of termination of employment shall not be less
      than the service or deferred benefit that would have been payable to the
      Participant if the Participant had terminated employment on any prior
      December 31 (using pay, service, offsets and all factors applicable on the
      previous dates and assuming an immediate benefit
      commencement).

            


    

    


    
      	
              (6)  

            	
              In
      the case of each Participant who terminates employment pursuant to the
      terms of the Merger Severance Plan, the service benefit or deferred vested
      benefit calculated hereunder shall be calculated by adding additional
      months of Vesting Service Credit and an equal amount of months of age with
      the amount of such months equaling (i) 24, minus (ii) the number of
      months that have elapsed since the closing of the Merger (but not below
      zero).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Included
      Earnings

            


    

    


    Included
Earnings shall equal the 12 month average of the sum of (1) the last sixty (60)
months of base pay, plus (2) the Annual Bonus Awards payable during or after
that sixty (60) month period.  The amounts of base pay and other
payments used to determine Included Earnings as described above include all
amounts during the specified period including those amounts previously deferred
pursuant to other plans.  If a Participant terminates employment while
eligible for a benefit under this Plan and thereafter receives compensation of
the types described in clause (ii) of this Section 4(a), the additional Included
Earnings shall be deemed to have been paid as of the date the Participant
terminated employment, and the amount of benefit payable under this Plan shall
be corrected accordingly.

    


    An
AT&T SERP Participant whose SERP Effective Date is prior to January 1, 2009
shall have his Included Earnings calculated and frozen as of his AT&T SERP
Vesting Date for purposes of calculating this Plan’s benefit.

    


    In
addition, any AT&T SERP Participant whose SERP Effective Date is on or after
January 1, 2009 shall have his Included Earnings calculated and frozen as of his
SERP Effective Date.

     

    
      	
               
      

            	
              (b)

            	
              Minimum
      Benefit

            


    

    


    
      	
               
      

            	
              In
      no event shall a Participant, whose Vesting Service Credit has been five
      years or more, who terminates employment on or after his or her
      sixty-second birthday, or who is retired on a service or disability
      pension under the Pension Plan or is otherwise eligible for a service
      pension benefit hereunder, receive a total annual retirement benefit
      (including any benefit under the Pension Plan) from the Company of less
      than 15% of the employee's annual base salary plus Standard Annual Bonus
      in effect on the employee's last day on the active
  payroll.

            


    

    


    An
AT&T SERP Participant whose SERP Effective Date is prior to January 1, 2009
shall have his Minimum Benefit calculated and frozen as of his AT&T SERP
Vesting Date for purposes of calculating this Plan’s benefit.

    


    In
addition, any AT&T SERP Participant whose SERP Effective Date is on or after
January 1, 2009 shall have his Minimum Benefit calculated and frozen as of his
SERP Effective Date.

    


    
      	 	
              (c)

            	
              Early Retirement
      Discount

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      service benefit amount, determined in accordance with the provisions of
      this Section 4, for each Participant who is granted a service benefit,
      shall be reduced (before the offset for benefits under the Pension Plan)
      by one-half percent (0.5%) for each calendar month or part thereof by
      which the commencement of benefits under this Plan precedes the
      Participant’s 62nd birthday, except that each employee retired with thirty
      (30) or more years of service (either Net Credited Service or Vesting
      Service Credit) shall receive a service benefit reduced by one-quarter
      percent (0.25%) for each calendar month or part thereof by which the
      commencement of benefits under this Plan precedes the Participant’s 62nd
      birthday. With respect to Participants who terminate employment and
      receive benefits under the Merger Severance Plan, the preceding sentence
      shall be applied by substituting “twenty-eight (28) or more” for the words
      “thirty (30) or more.”  Further, with respect to a Participant
      who retires during 2006, in no event shall the amount by which such
      Participant’s benefit is reduced pursuant to this provision be greater
      than the amount by which such benefit would have been reduced pursuant to
      this provision had the Participant retired on December 31,
      2005.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      deferred vested benefit amount, determined in accordance with the
      provisions of this Section 4, for each Participant who is granted a
      deferred vested benefit, shall be reduced (after the offset for benefits
      under the Pension Plan) by an actuarially equivalent amount, using
      mortality rates and other assumptions then in effect under the Pension
      Plan, for each calendar month or part thereof by which the commencement of
      benefits under this Plan precedes the Participant’s 65th
      birthday.

            


    

    


    
      	
                                  
       (iii)

            	
              An
      AT&T SERP Participant whose SERP Effective Date is prior to January 1,
      2009 shall have his Early Retirement Discount calculated and frozen as of
      his AT&T SERP Vesting Date for purposes of calculating this Plan’s
      benefit.

            


    

    


    In
addition, any AT&T SERP Participant whose SERP Effective Date is on or after
January 1, 2009 shall have his Early Retirement Discount calculated and frozen
as of his SERP Effective Date.

    


    


    (d)           Survivor/Death Benefits for
Participant’s Terminating Employment prior to January 1,
2007

    


    
      	
                                 
      (i)  

            	
              Benefit Payable Before
      Benefit Commencement

            


    

    


    If a
Participant who has not made a valid lump sum election with respect to his or
her Pre-2005 Benefit dies prior to termination of employment (or commencement of
benefits for Participants with a deferred benefit) and leaves a surviving spouse
at the time of his death, a pre-retirement survivor benefit is payable to the
surviving spouse as an immediate life annuity equal to 100% of the service
benefit or deferred benefit that the Participant would have received with
respect to his or her Pre-2005 Benefit had he survived and terminated employment
on the date of his death and commenced benefit payments.  In addition,
with respect to the Participant’s Post-2004 Benefit, such benefit shall be paid
to the surviving spouse as soon as administratively feasible following the
Participant’s death in a single sum payment calculated in accordance with
Section 5 of this Article IV.  If such Participant does not have a
surviving spouse at the time of his death, the entire survivor benefit described
in this paragraph shall be paid to the Participant’s estate as soon as
administratively feasible following the Participant’s death (even if the
Participant was a Band BB officer or above) in the form of a single sum payment
calculated in accordance with the provisions of Section 5 of this Article
IV.

    


    
      	
                                 
      (ii)  

            	
              Benefit Payable After
      Benefit Commencement

            


    

    


    
      	
               
      

            	
              If
      the Participant was receiving benefits in the form of an annuity with
      respect to his Pre-2005 Benefit (or was eligible to receive benefits in
      the form of an annuity because of termination of employment), and leaves a
      surviving spouse at the time of his/her death, then such surviving spouse
      shall automatically receive a survivor annuity for life equal to 50% of
      the net pension benefit that the Participant was receiving (or eligible to
      receive) just prior to his death.  If the Participant was
      eligible to receive payment of his Post-2004 Benefit but had not yet
      received such payment, then his Post-2004 Benefit shall be paid to the
      spouse, if any, and otherwise to the Participant’s estate in the form of a
      single lump sum payment calculated in accordance with the provisions of
      Section 5 of this Article IV.

            


    

    


    
      	
                                  
      (iii)  

            	
              Lump Sum
      Election

            


    

    


    In the
event of the death of a Participant who has made a valid lump sum election under
the Plan with respect to his or her Pre-2005 Benefit, his surviving spouse (or
his estate if there is no surviving spouse) shall be entitled to receive 100% of
the lump sum payment that would have been payable to the Participant as of the
date of his death (including the lump sum payment of the Participant’s Post-2004
Benefit), and such lump sum shall be payable as soon as administratively
feasible following the Participant’s death (even if the Participant was an
Executive designated as a Band BB officer or above).

    


    
      	
                                   
      (iv)  

            	
              Lump Sum
      Settlement

            


    

    


    If a
Participant has already received a lump sum settlement of his entire benefit
under the Plan, then no further benefits are payable under this subparagraph
(d).

    


    (e)           Survivor/Death Benefits for
Participant’s Terminating Employment on or after January 1,
2007

    


    
      	
                                 
      (i)  

            	
              Benefit Payable Before
      Benefit Commencement

            


    

    


    If a
Participant dies prior to termination of employment and leaves a surviving
spouse at the time of his death, a pre-retirement survivor benefit is payable to
the surviving spouse in the same form as elected by the Participant for payment
of his benefit (i.e., single lump sum,
10 year installments, or single life annuity) in an amount equal to 100% of the
service benefit or deferred benefit that the Participant would have received
with respect to his benefit had he survived and terminated employment on the
date of his death and commenced benefit payments; provided, if the survivor
benefit is payable in a single life annuity, there will be no payment of an
additional survivor annuity upon the surviving spouse’s death.  If
such Participant does not have a surviving spouse at the time of his death, the
entire survivor benefit described in this paragraph shall be paid to the
Participant’s estate as soon as administratively feasible following the
Participant’s death (even if the Participant was a Specified Employee) in the
form of a single sum payment calculated in accordance with the provisions of
Section 5 of this Article IV.

    


    
      	
                                  
      (ii)  

            	
              Benefit Payable After
      Benefit Commencement

            


    

    


    
      	
              (A)  

            	
              Life
      Annuity.  If the Participant leaves a surviving spouse
      and was receiving benefits in the form of an annuity (or was eligible to
      receive benefits in the form of an annuity because of termination of
      employment and because the Participant had elected an annuity form of
      payment in accordance with Section 5 of this Article IV),  then
      such surviving spouse shall automatically receive a survivor annuity for
      life equal to 50% of the net pension benefit that the Participant was
      receiving (or eligible to receive) just prior to his death.  If
      the Participant does not leave a surviving spouse and was receiving
      benefits in the form of an annuity (or was eligible to receive benefits in
      the form of an annuity because of termination of employment and because
      the Participant had elected an annuity form of payment in accordance with
      Section 5 of this Article IV), then no further benefits will be payable
      after the Participant’s death, subject to the provisions of Section
      6(b)(iii) of this Article IV.

            


    

    


    
      	
              (B)  

            	
              10-Year
      Installments.  If the Participant leaves a surviving
      spouse and was receiving benefits in the form of 10-year installments,
      then the remaining installments shall continue to be paid to the surviving
      spouse.  If the Participant was receiving benefits in the form
      of 10-year installments and does not leave a surviving spouse, then the
      remaining installments shall be paid in the form of a single lump sum
      payable to his estate, subject to the provisions of Section 6(b)(iii) of
      this Article IV.

            


    

    


    
      	
              (C)  

            	
              Lump Sum
      Payment.  If the Participant was eligible to receive a
      single lump sum payment of his Plan benefit but dies prior to the payment
      being made, then the single lump sum payment shall be made to his
      surviving spouse, if applicable, and otherwise to his estate, subject to
      the provisions of Section 6(b)(iii) of this Article
  IV.

            


    

    


    
      	
                                   
      (iii)  

            	
              Lump Sum
      Settlement

            


    

    


    If a
Participant has already received a lump sum settlement of his entire benefit
under the Plan, then no further benefits are payable under this subparagraph
(e).

    


    
      	
               
      

            	
              (f)

            	
              Special
      Increases

            


    

    


    Service
and disability benefit payments of retired Participants shall be increased by
the same percentage and pursuant to the same terms and conditions as are set
forth in the Pension Plan.

    


    
      	
              5.

            	
              Form of Benefit
      Payments

            


    

    


    
      	
                             
      (a)

            	
              Rules Applicable to
      Participants who terminate Employment Prior to January 1,
      2007

            


    

    


    
      	
               
      

            	
              (i)

            	
              Annuity
      Payments.  With respect to a Participant who has not made
      a valid lump sum election in accordance with subparagraph (ii) hereof,
      such Participant’s Pre-2005 Benefit shall be paid in monthly
      payments.  Notwithstanding the foregoing, if at the time of the
      Participant’s termination of employment, the present value of the benefit
      of a Participant, whether payable as a service benefit, a deferred
      benefit, or a survivor’s benefit, is less than $20,000, such benefit shall
      be paid in the form of a single lump sum payment, calculated in accordance
      with subparagraph (c) of this Section
5.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Lump Sum Benefit
      Payment

            


    

    


    
      	
               
      

            	
              (1)

            	
              Pre-2005
      Benefit.   A Participant may elect to receive his
      Pre-2005 Benefit hereunder, whether payable as a service benefit, a
      deferred benefit or a survivor’s benefit, paid in the form of a single
      lump sum payment,  calculated in accordance with the provisions
      of subparagraph (c) of this Section 5; provided, any such election must be
      made in accordance with procedures established by the Company and must be
      on file with the Company, or its designee, for at least 12 consecutive
      calendar months prior to the Participant’s termination of employment or
      death in order to be valid and in
effect.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Post-2004
      Benefit.  All Post-2004 Benefits, whether payable as a
      service benefit or a deferred benefit shall be paid in the form of a
      single lump sum payment, calculated in accordance with the provisions of
      subparagraph (c) of this Section 5.

            


    

    


    
      	
                              
      (b)

            	
              Rules Applicable to
      Participants who terminate Employment on or after January 1,
      2007

            


    

    


    
      	
               
      

            	
              (i)

            	
              Lump Sum Benefit
      Payment.   Absent an election to the contrary in
      accordance with subparagraph (iv) hereof, a Participant’s entire benefit
      under the Plan, whether payable as a service benefit or a deferred
      benefit, shall be paid in the form of a single lump sum payment,
      calculated in accordance with the provisions of subparagraph (c) of this
      Section 5.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              10-Year
      Installments.  If a Participant made a valid election for
      10-year installments under subparagraph (iv) hereof, such Participant’s
      entire benefit under the Plan, whether payable as a service benefit or a
      deferred benefit, shall be paid in the form of annual installments payable
      over a period of 10 years.  The amount of the annual
      installments shall be determined by calculating the Participant’s benefit
      under the Plan as a single lump sum in accordance with subparagraph (c) of
      this Section 5 and then paying 1/10th
      of the amount each year plus interest annually at the rate then specified
      under the Pension Plan.

            


    

    


    
      	
                                        
      (iii)  

            	
              Life
      Annuity.  If a Participant made a valid election for a
      life annuity under subparagraph (iv) hereof, such Participant’s entire
      benefit under the Plan, whether payable as a service benefit or a deferred
      benefit, shall be paid in the form of monthly payments payable over the
      life of the Participant.  The amount of the monthly payments
      shall equal the Participant’s annualized benefit determined under Section
      4(a)(i)(A) of Article IV divided by
12.

            


    

    


    If a
Participant is Disabled, the disability pension described in Section 3(d) of
Article IV shall be paid in the form of monthly payments until the earlier of
the Participant’s death or attaining age 65.

    


    
      	
               
      

            	
              (iv)

            	
              Election
      Opportunity

            


    

    


    
      	
              (1)  

            	
              Initial
      Election.   Participants who are participating in
      the Plan as of September 30, 2006 (or become newly eligible during October
      2006) may elect a single lump sum payment, 10-year installments or a life
      annuity during the period between October 1, 2006 and November 30,
      2006.  Participants who first become Participants in the Plan on
      or after November 1, 2006 may elect a single lump sum, 10-year
      installments or a life annuity; provided such election must be made within
      30 days of the Participant’s initial participation in the
      Plan.

            


    

    


    
      	
              (2)  

            	
              Subsequent
      Elections.  Participants may elect to change the form of
      payment (and the timing of payment) during a time other than that
      specified under subparagraph (1) above; however, such election must comply
      with the requirements of Code Section 409A and applicable regulations
      thereunder, which means that the subsequent election will only be
      effective if made at least one year prior to the time at which the
      distribution would be made absent the subsequent election AND if the first
      payment under the form of payment elected is delayed for at least a five
      year period.

            


    

    


    Participants
may not make a payment election with regard to any disability benefit that may
become payable under the Plan.

    


    
      	
               
      

            	
              (v)

            	
              De Minimis
      Cash-Out.  Notwithstanding any election made under
      subparagraph (iv) of this Section 5(b), if at the time of the
      Participant’s termination of employment, the present value of the benefit
      of a Participant, whether payable as a service benefit or a deferred
      benefit, is less than $20,000, such benefit shall be paid in the form of a
      single lump sum payment, calculated in accordance with subparagraph (c) of
      this Section 5.  The preceding paragraph will no longer apply
      for distributions made after December 31,
2008.

            


    

    


    (c)           Lump Sum
Calculation

    


    Benefits
payable in a single lump sum in accordance with the Plan shall be the amount
that is the actuarial present value of the Participant’s benefit, or applicable
portion thereof, expressed as a single life annuity and shall be determined
using (i) the applicable interest rate then in effect under the Pension
Plan, and (ii) the applicable mortality table then in effect under the Pension
Plan.

    


    6.           Timing of Payment of
Benefits

    


    Except
for the reasons specified below, benefits granted under this Plan shall commence
on the day following the date of termination of employment from the Company and
all Affiliates.

    


    
      	
                             
      (a)  

            	
              For Terminations of
      Employment Occurring Prior to January 1,
  2007

            


    

    


    
      	
                                          
      (i)  

            	
              An
      Executive who is a Band BB officer or above and who has made a valid lump
      sum election shall receive the lump sum payment (including interest
      accrued annually at the applicable interest rate in effect under the
      Pension Plan) as soon as administratively feasible following the date that
      is 2 years following his date of retirement or other termination of
      employment.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Participants
      eligible for a deferred vested benefit will have their entire benefit
      commence at such time as the individual otherwise elects to commence
      payment of benefits under the Pension Plan provided such benefits commence
      on or before December 31, 2008.  Otherwise, payment of the
      deferred vested benefit will automatically commence as soon as
      administratively practicable following July 1,
  2009.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Participants
      who have a Post-2004 Benefit and who are Specified Employees at the time
      of his or her termination of employment shall receive the lump sum payment
      (including interest accrued annually at the applicable interest rate in
      effect under the Pension Plan) as soon as administratively feasible
      following the date that is 6 months following his or her date of
      retirement or other termination of
employment.

            


    

     

    
      	
                             
      (b)  

            	
              For Terminations of
      Employment On or After January 1,
2007

            


    

    


    
      	
               
      

            	
              (i)

            	
              Participants
      electing a single lump sum payment or 10-year installment payments and who
      are Specified Employees at the time of his or her termination of
      employment shall receive the single lump sum payment or the first
      installment under the 10-year installment form of benefit (each including
      interest accrued annually at the applicable interest rate in effect under
      the Pension Plan) as soon as administratively feasible following the date
      that is 6 months following his or her date of retirement or other
      termination of employment.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Participants
      electing a life annuity payment form and who are Specified Employees shall
      receive the first annuity payment as soon as administratively feasible
      following the date that is 6 months following his or her retirement date
      or other termination of employment and this first payment shall equal 7
      monthly annuity payments.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Notwithstanding
      anything herein to the contrary, if a Participant whose benefit is delayed
      under subparagraphs (i) or (ii) of this Section 6(b) dies prior to the
      payment of such delayed amounts, such delayed amounts shall be paid in a
      single lump sum payment to the Participant’s estate.  The
      remainder of such Participant’s benefit (if any) shall be paid in
      accordance with Section 4(e) of this Article
IV.

            


    

    


    7.            
Treatment During
Subsequent Employment

    


    Employment
with any Participating Company or Affiliate for which a Participant is an
eligible employee, subsequent to retirement or termination of employment with
entitlement to any type of benefits described heretofore, shall result in the
permanent suspension of the benefit for the period of such employment or
reemployment.  Upon termination of such subsequent employment, the
full benefit payable hereunder shall be recalculated and then offset by any
amounts previously paid to the Participant using assumptions set forth under the
Pension Plan.  The benefit will commence following the subsequent
termination of employment but shall be subject to the provisions set forth in
Section 6 of this Article IV regarding the timing of payment of
benefits.  Notwithstanding the foregoing provisions, this Section 7
shall not apply after December 31, 2008.

    


    8.            
Employment with
Cingular

     

    Individuals
who were Participants as of December 23, 2001 and who transferred to Cingular
Wireless, LLC on or before December 23, 2001 pursuant to the Contribution
Agreement by and between BellSouth Corporation and AT&T Inc. (formerly SBC
Communications, Inc.) continue to be treated as actively employed by the Company
for all purposes of this Plan while they remain actively employed by Cingular
Wireless, LLC or an AT&T Affiliate, subject to all conditions and provisions
set forth in this plan.

     

    
      	
              ARTICLE
      V.

            	
              DEATH
      BENEFITS

            


    

    


    
      	
              1.

            	
              Eligibility and
      Administration

            


    

    


    All
individuals who became eligible to participate in the Plan prior to January 1,
2006 shall be eligible for death benefits under this Plan.  With
respect to individuals who become eligible to participate in the Plan on or
after January 1, 2006, no death benefits shall be payable pursuant to this
Article V.  Death benefits described herein are in addition to death
benefits payable under the Pension Plan but shall be subject to the same terms
and conditions of, and administered in the same manner as, corresponding death
benefit provisions of the Pension Plan.

    


    2.           Amount of Death
Benefit

    


    For an
Executive, the benefit equals the annual base salary plus two times the Standard
Annual Bonus.  The above stated amounts of base salary and Standard
Annual Bonus are those amounts in effect at the earlier of retirement or death
including those amounts previously deferred pursuant to other plans. For all
other Participants, the benefit equals the Standard Annual Bonus in effect at
the earlier of retirement or death.  In addition, the death benefit
for all Participants will include the amount of death benefit, if any, that
would otherwise have been payable under the Pension Plan had there been no
deferral of compensation under any plan of the Company.  The benefit
amount will also include the amount of death benefit, if any, that would
otherwise have been payable under the Pension Plan had the restriction on the
amount of compensation that may be taken into account under Code Section
401(a)(17) not been applicable.

    


    3.           Death Benefits After
2005

    


    Notwithstanding
the provisions of Section 2 of this Article V, with respect to each Participant
in the Plan on December 31, 2005, the amount of any death benefit payable
pursuant to Section 1 of this Article V shall in no event be based on base
salary and/or Standard Award amounts greater than such Participant’s base salary
and the Standard Award applicable with respect to such Participant on December
31, 2005.

    


    
      	
              4.

            	
              Form and Source of
      Payments

            


    

    


    All death
benefits payable pursuant to this Article V of the Plan shall be paid in a
single lump sum as soon as administratively feasible following the death of the
Participant and shall be paid from Company or Participating Company's operating
expenses, or through the purchase of insurance from an insurance company as the
Company may determine.

    



    ARTICLE
VI.            GENERAL
PROVISIONS

    


    1.           Effective
Date

     

          This
Plan was originally effective January 1, 1984 and this restatement of the Plan
is effective January 1, 2008.

    


    2.           Rights to
Benefit

    


    There is
no right to any benefit under this Plan except as may be provided by the Company
or each Participating Company.  Participants have the status of
general, unsecured creditors of the Participating Company and the Plan
constitutes a mere promise by the Participating Company to make benefit payments
in the future.  A Participant shall have only a contractual right to
receive the benefits provided for hereunder if and when he complies with all of
the conditions set forth herein.  Nothing contained in this Plan and
no action taken pursuant to the provisions of this Plan shall create or be
construed to create a trust of any kind.  The Plan is intended to be
"unfunded" for purposes of the Pension Act and the Code. If any payment is made
to a Participant, his or her surviving spouse or other beneficiary with respect
to benefits described in this Plan from any source arranged by the Company or a
Participating Company including the Rabbi Trust Agreements and also including,
without limitation, any other fund, trust, insurance arrangement, bond, security
device, or any similar arrangement, such payment shall be deemed to be in full
and complete satisfaction of the obligation of the Company or Participating
Company under this Plan  to the extent of such payment as if such
payment had been made directly by the Company or Participating
Company.  If any payment from a source described in the preceding
sentence shall be made, in whole or in part, prior to the time payment would be
made under the terms of this Plan, such payment shall be deemed to satisfy the
obligation of the Company or Participating Company to pay Plan benefits
beginning with the benefit which would next become payable under the Plan and
continuing in the order in which benefits are so payable, until the payment from
such other source is fully recovered. In determining the benefits satisfied by a
payment, Plan benefits, as they become payable, shall be discounted to their
value as of the date such actual payment was made using an interest rate equal
to the valuation interest rate for deferred annuities as last published by the
Pension Benefit Guaranty Corporation prior to the date of such actual
payment.  If the benefits which actually become payable under this
Plan, after applying the discount described in the preceding sentence, are less
than the amount of any prepayment described herein, any such shortfall shall not
be collected from or enforced against the Participant as a claim by the Company
or Participating Company.

    


    3.            
Liability for Payment
of Benefits

    


    Where a
Participant's period of service includes service in more than one Participating
Company or in a company that is not a Participating Company, the last
Participating Company to employ him or her immediately prior to his or her
retirement or termination of employment with entitlement to a benefit hereunder
shall be responsible for the full benefit under this Plan.

    


    4.            
Governing
Law

    


    The
Company intends that this Plan be an unfunded deferred compensation plan
maintained primarily for a select group of management and highly compensated
employees exempt from Parts 2, 3 and 4 of Title I of the Pension Act by reason
of the exemptions set forth in Sections 201(a), 301(a) and 401(a) of the Pension
Act and from Part 1 of the Pension Act by reason of the exemption set forth in
Section 2520.104-23 of applicable United States Department of Labor
regulations.  This Plan shall be interpreted and administered
accordingly.  This Plan shall be construed in accordance with the laws
of the State of Texas to the extent such laws are not preempted by the Pension
Act.  Notwithstanding any provision to the contrary in this Plan, each
provision of this Plan shall be interpreted to permit the deferral of
compensation and the payment of deferred amounts in accordance with Code Section
409A and any provision that would conflict with such requirements shall not be
valid or enforceable.

    


     5.           
Assignment or
Alienation

    


    Benefits
payable, and rights to benefits, under this Plan may not in any manner be
anticipated, sold, transferred, assigned (either at law or in equity),
alienated, pledged, encumbered or subject to attachment, garnishment, levy,
execution or other legal or equitable process.

    


    6.           
 Employment at
Will

    


    Nothing
contained in this Plan shall be construed as conferring upon a Participant the
right to continue in the employ of the Company.

    


    7.             Savings
Clause

    


    In the
event any provision of the Plan shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining parts of the Plan,
and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.

    


    8.            
Payments to
Others

    


    Benefits
payable to a former employee or retiree unable to execute a proper receipt may
be paid to other person(s) in accordance with the standards and procedures set
forth in the Pension Plan.

    


    9.           
 Plan
Termination

    


    Subject
to the limitations described below, the Company retains the right to terminate,
in whole or in part, and each Participating Company retains the right to
withdraw from this Plan, at any time, for any reason, with or without
notice.  The Company will continue to make payments, in accordance
with the terms and conditions of the Plan, to all Participants who were either
retired or terminated prior to Plan termination, and will also continue to
recognize its obligation to the surviving spouse of the aforementioned
individuals.  Additionally, Participants who have satisfied the
service requirements for a deferred vested pension under the Pension Plan on the
date of Plan termination shall receive benefits under the terms of the Plan as
in effect immediately prior to its termination, the amount of such benefit to be
calculated as if the Participant retired (or otherwise terminated employment) on
the termination date of the Plan, it being the Company's intent that termination
of the Plan shall not adversely affect any entitlement to such benefits and any
amendment, modification or termination of this Plan inconsistent with this
expression of intent shall be null and void.

    



    ARTICLE
VII.           INTERCHANGE OF
BENEFIT OBLIGATION

    


    The same
transfer of service credit provisions contained in interchange agreements
presently in existence under the Pension Plan, or as they may be amended from
time to time, by and between the Company, on behalf of all Participating
Companies, and any Interchange Company shall apply to the transfer of service
credit for purposes of this Plan.


    ARTICLE
VIII.         PLAN
MODIFICATION

    


    The
Company may, in its sole discretion, from time to time make any changes in the
Plan as it deems appropriate, provided, that no such action shall accelerate or
postpone the time or schedule of payment of any Plan benefit except as may be
permitted under Code Section 409A and regulations thereunder; and provided
further, such modifications shall not result in a reduction of benefits to
either: (i) those participants or their surviving spouses already receiving
benefits under this Plan, or (ii) those participants who have satisfied the
service requirements for a deferred vested pension under the Pension
Plan.  Specifically, no Plan modification shall have the effect of
reducing a Participant's benefits under the Plan to which he or she would be
entitled under the terms of the Plan as in effect immediately prior to its
modification, the amount of such benefit to be calculated as if the Participant
retired (or otherwise terminated employment) on the date the Plan was modified,
it being the Company's intent that any modification of the Plan shall not
adversely affect any entitlement to such benefits and any amendment,
modification or termination of this Plan inconsistent with this expression of
intent shall be null and void.  In addition, the Company may authorize
the execution of agreements providing retirement benefits subject generally to
the terms and conditions of the Plan and benefits under such agreements shall be
deemed provided hereunder, and any such amendments authorized prior to the
amendment and restatement of the Plan shall be incorporated herein by
reference.