ex10a.htm


    
      Exhibit
10-a

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      SHORT
TERM INCENTIVE PLAN

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      Plan
Effective:  January 1, 1984

    

    
                         Revisions
Effective:  November 18, 2005

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      SHORT
TERM INCENTIVE PLAN

    

    
      


    

    
      


    

    
      
        	
                1.

              	
                Purpose.  The
      purpose of the Short Term Incentive Plan (the "Plan") is to provide
      Eligible Employees with incentive compensation based upon the achievement
      of financial, service, and operating performance levels and management
      effectiveness.

              


      

    

    
      


    

    
      
        	
                2.

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

              


      

    

    
      


    

    
      Award
Year.  "Award Year" shall mean the calendar year for which
performance is used to determine one's award under the Plan.

    

    
      


    

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

    

    
      


    

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

    

    
      


    

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

    

    
      


    

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

    


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

     

    
      
        
        

         

        
          	Net
      Credited Service	   
      Age 
	  10 years or
      more 	65 or
      older 
	  20 years or
      more 	55 or
      older 
	  25 years or
      more 	50 or
      older 
	  30 years or
      more 	Any age 


        

         

        


      

    

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

    
      


    

    
      
        	
                 
      

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

              


      

    

    
       

       

      
        	Actual
      NCS + 5 Years	Actual
      Age +5 Years 
	    10
      years or more 	     
      65 or older 
	   
      20 years or more 	     
      55 or older 
	   
      25 years or more 	     
      50 or older 
	   
      30 years or more 	     
      Any age 





    

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

    

    
      


    

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

       

      
        
          
            
              


            

            
              
                	
                        3.

                      	
                        Eligibility.
      Each Eligible Employee who during an Award Year was in active service may
      be eligible for an award under the Plan, as provided under Section 4
      below.  Employees are not rendered ineligible by reason of being a
      member of the Board.

                      


              

            

            
               

            

          

        

      

    

    
      
        	
                4.

              	
                Awards. The
      Committee with respect to Officers, or the Chairman with respect to
      non-Officer Eligible Employees, shall approve a Target Award for each
      employee eligible for an award under the Plan for each Award Year that the
      Committee or the Chairman, as applicable, intends to make
      awards.

              


      

    

    
      


    

    
      The
Target Award applicable to an employee otherwise eligible for an award under the
Plan for an Award Year shall be prorated over the Award Year or the employee
shall be ineligible for an award, as follows:

       

    

    
      
        
          	
                  
                    (1)  become
      eligible or ineligible for an award under Plan or change from one eligible
      position to another after the beginning of the Award
      Year

                  

                	
                  
                    prorate
      according to time of active service in each eligible
      position  to the nearest half month

                  

                
	
                  
                    (2)  inter-company
      transfers

                  

                	
                  
                    prorate
      for each respective entities’ performance according to time of active
      service at each entity to the nearest half month

                  

                
	
                  
                    (3)  receipt
      of  Disability Benefits for more than three months in an Award
      Year

                  

                	
                  
                    prorate
      to the day based on service while not receiving Disability
      Benefits

                  

                
	
                  
                    (4)  receipt
      of  Disability Benefits for three months or less in an Award
      Year

                  

                	
                  
                    no
      reduction is applicable Target Award

                  

                
	
                  
                    (5)  Retirement

                  

                	
                  
                    prorate
      to date of Retirement

                  

                
	
                  
                    (6)  leave
      of absence

                  

                	
                  
                    prorate
      to date leave commences and from date leave ceases unless otherwise
      provided by the Committee or the Chairman, as
    applicable

                  

                
	
                  
                    (7)  death
      during an Award Year

                  

                	
                  
                    prorate
      to date of death

                  

                
	
                  
                    (8)  dismissal
      for cause during or after an Award Year

                  

                	
                  
                    no
      award

                  

                
	
                  
                    (9)  termination
      with severance payment

                  

                	
                  
                    prorate
      to date of termination

                  

                
	
                  
                    (10)  resignation
      with no severance payment

                  

                	
                  
                    no
      award

                  

                
	
                  
                    (11)  mandatory
      termination at age 65

                  

                	
                  
                    Prorate
      to date of
termination

                  

                


        

      

    

    
      


    

    
      A
percentage of the Target Award for each Award Year to be distributed to the
award recipient will be determined by the Committee, or Chairman, for Officers
and non-Officer Eligible Employees, respectively, based upon achievement of
performance levels during such Award Year of criteria established by the
Committee, or the Chairman, respectively.

    

    
      


    

    
      The
criteria established by the Committee for Officers, or the Chairman with respect
to non-Officer Eligible Employees, upon which the percentages of the Target
Awards referred to above are determined shall give due regard, as the Committee,
or the Chairman, as applicable, deems appropriate, to one or more of the
following for the Award Year:

    

    
      


    

    
      
        	
                (a)

              	
                Financial
      performance of AT&T, individual operating entities thereof and/or
      AT&T and its consolidated
subsidiaries.

              


      

    

    
      


    

    
      
        	
                (b)

              	
                Service
      performance of AT&T and of individual operating entities; or other
      appropriate operating performance criteria for entities where service
      performance is not relevant.

              


      

    

    
      


    

    
      
        	
                (c)

              	
                Other
      criteria in lieu of or in addition to the above as determined by the
      Committee or the Chairman, as
applicable.

              


      

    

    
      


    

    
      The
Committee then with respect to Officers, or the Chairman with respect to
non-Officer Eligible Employees, shall determine the payout of Awards in such
amounts and to such of the Eligible Employees as each may determine in its sole
discretion.  Awards shall be paid in cash in the calendar year the
awards are determined, except to the extent that an Eligible Employee has made
an election to defer the receipt of such award pursuant to the AT&T Salary
and Incentive Award Deferral Plan or other AT&T deferred compensation
plan.

    

    
      


    

    
      The award
to be distributed to an individual may be more or less in the Committee's or the
Chairman's discretion, as applicable, including no award, than the percentage of
the Target Award determined for such individual; for example, the Committee or
the Chairman, as applicable, may approve an award greater than the Target Award,
adjusted for performance, based on individual performance.

    

    
      


    

    
      5.         Adjustments.

    

    
      


    

    
      
        	
                (a)

              	
                In
      order to assure the incentive features of the Plan and to avoid distortion
      in the operation of the Plan, the Committee or the Chairman, as
      applicable, may make adjustments in the criteria established for any Award
      Year, whether before or after the end of the Award Year, to the extent the
      Committee or the Chairman, as applicable, deems appropriate, to compensate
      for or reflect any extraordinary changes which may have occurred during
      the Award Year which significantly alter the basis upon which performance
      levels were determined.  Such changes may include, without
      limitation, changes in accounting practices, tax laws, or other laws or
      regulations, or economic changes not in the ordinary course of business
      cycles.

              


      

    

    
      


    

    
      
        	
                (b)

              	
                In
      the event of any change in outstanding shares of AT&T by reason of any
      stock dividend or split, recapitalization, merger, consolidation,
      combination or exchange of shares or other similar corporate change, the
      Committee or the Chairman, as applicable, shall make such adjustments, if
      any, that the Committee or the Chairman, as applicable, deems appropriate
      in the performance levels established for any Award
  Year.

              


      

    

    
      


    

    
      
        	
                (c)

              	
                The
      Senior Executive Vice President-Human Resources (or his or her successor)
      may approve a new Target Award for any Eligible Employee whose position is
      modified by changes in job responsibilities, reorganization, or otherwise;
      provided, however, such authority may not be exercised for positions with
      a total compensation market rate exceeding $2.0 million (in such a case
      the new Target Award shall be approved by the
  Committee).

              


      

    

    
      


    

    
      6.            
Other
Conditions.

    

    
      


    

    
      
        	
                (a)

              	
                No
      person shall have any claim to be granted an award under the Plan and
      there is no obligation for uniformity of treatment of Eligible Employees
      under the Plan.  Awards under the Plan may not be assigned or
      alienated.

              


      

    

    
      


    

    
      
        	
                (b)

              	
                Neither
      the Plan nor any action taken hereunder shall be construed as giving to
      any employee the right to be retained in the employ of AT&T or any
      subsidiary thereof.

              


      

    

    
      


    

    
      
        	
                (c)

              	
                AT&T
      or subsidiary thereof, as applicable, shall have the right to deduct from
      any award to be paid under the Plan any federal, state or local taxes
      required by law to be withheld with respect to such
    payment.

              


      

    

    
      


    

    
      
        	
                (d)

              	
                Unless
      otherwise provided by the Committee, awards under the Plan shall be
      excluded in determining benefits under any pension, retirement, savings,
      disability, death, or other benefit plans of AT&T except where
      required by law.

              


      

    

    
      


    

    
      
        	
                7.

              	
                Designation of
      Beneficiaries.  An Eligible Employee may designate
      pursuant to AT&T's Rules for Employee Beneficiary Designations as may
      hereafter be amended from time-to-time ("Rules"), which Rules shall apply
      hereunder and are incorporated herein by this reference, a beneficiary or
      beneficiaries to receive in case of the employee’s death all or part of
      the awards which may be made to the employee under the Plan.  A
      designation of beneficiary may be replaced by a new designation or may be
      revoked by the employee at any time.  A designation or
      revocation shall be on a form to be provided for the purpose and shall
      become effective only when filed with AT&T during the employee's
      lifetime with written acknowledgement of receipt from
      AT&T.  In case of the employee’s death, an award made under
      the Plan with respect to which a designation of beneficiary has been made
      (to the extent it is valid and enforceable under applicable law) shall be
      paid to the designated beneficiary or beneficiaries.  Any award
      made to an employee who is deceased and not subject to such a designation
      shall be distributed in accordance with the Rules.
  

              


      

    

    
      


    

    
      8.            
Plan
Administration.

    

    
      


    

    
      
        	
                (a)

              	
                The
      Committee or the Chairman, as applicable, shall have full power to
      administer and interpret the Plan and to establish rules for its
      administration.  Awards under the Plan shall be conclusively
      determined by the Committee or the Chairman, as applicable.  Any
      determinations or actions required or permitted to be made by the
      Committee or the Chairman, as applicable, may be delegated by the
      Committee or the Chairman in its sole discretion.  The Committee
      or the Chairman, as applicable, or any delegate thereof, in making any
      determinations under or referred to in the Plan shall be entitled to rely
      on opinions, reports or statements of officers or employees of AT&T
      and/or of any subsidiary thereof and of counsel, public accountants and
      other professional or expert
persons.

              


      

    

    
      


    

    
      
        	
                (b)

              	
                The
      Plan shall be governed by the laws of the State of Texas and applicable
      Federal law.

              


      

    

    
      


    

    
      
        	
                9.  

              	
                Modification or
      Termination of Plan.  This Plan may be modified or
      terminated at any time in accordance with the provisions of AT&T's
      Schedule of Authorizations.  A modification may affect present
      and future Eligible
Employees.

              


      

    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    
       

    

    
      SHORT
TERM INCENTIVE PLAN

    

    
      ADMINISTRATIVE
GUIDELINES

    

    
      


    

    
      


    

    
      
        	
                1.

              	
                Purpose.  The
      purpose of these Guidelines is to outline the procedures to be followed in
      administering AT&T's Short Term Incentive Plan (the
      "Plan").

              


      

    

    
      


    

    
      
        	
                2.

              	
                Award
      Process.  The Committee shall approve a Target Award for
      each eligible Officer.  The Chairman shall approve a Target
      Award for each non-Officer Eligible Employee.  These Target
      Awards are based on market-based rates established for each Eligible
      Employee and shall generally be established in January of the Award
      Year.

              


      

    

    
      


    

    
      Annual
financial and/or other performance objectives for
Officers for an Award Year shall be approved by the Committee each year,
generally in January of the Award Year.  Objectives for non-Officer
Eligible Employees shall be approved by the Chairman.  Annual
financial and/or other performance results (upon which
the payment of Awards for Officers shall be based), maximum funding levels, and
payout recommendations requiring Committee approval, will be submitted to and
approved by the Committee after the Award Year is completed.  Results
for non-Officer Eligible Employees shall be approved by the
Chairman.

    

    
      


    

    
      An
individual’s Target Award will be prorated over the Award Year, if applicable,
according to Section 4 of the Plan.

    

    
      


    

    
      Target
Awards will be adjusted for distribution based upon achievement during the Award
Year, of the financial and/or other performance criteria established by the
Committee or the Chairman, as applicable.  Discretionary awards may
also be granted as described in Section 5, to be paid out of funds from the
Discretionary Pools.

    

    
      


    

    
      
        	
                3.

              	
                Performance
      Criteria.  The performance criteria established by the
      Committee or the Chairman, as applicable, may be one or more of the
      following:

              


      

    

    
      


    

    
      
        	
                ·  

              	
                Financial
      Performance Criteria

              


      

    

    
      


    

    
      Achievement
of Value Added objectives or other financial objectives (e.g., gross
contributions, revenues, net income, operating contribution, etc.) will be used
as financial performance criteria for all entities.

    

    
      


    

    
      Value
Added shall be a measure of earnings above a return required by investors (i.e.,
generally, net operating contribution less a capital charge).

    

    
      


    

    
      Value
Added or other financial measurement’s performance is determined after
adjustment in accordance with the following:

    

    
      


    

    
      In order
to assure the incentive features of the Plan and to avoid distortion in the
operation of the Plan, the Committee or the Chairman, as applicable, shall make
adjustments in the criteria established for any Award Year, whether before or
after the end of the Award Year to compensate for or reflect any extraordinary
changes which may have occurred during the Award Year which alter the basis upon
which performance levels were determined.  Such changes include the
following:  accounting changes, extraordinary items, income from
discontinued operations, and the impact of material events that have been
publicly disclosed.

    

    
      


    

    
      
        	
                ·  

              	
                Other
      Performance Criteria

              


      

    

    
      


    

    
      Other
performance criteria may include, but are not limited to, Value Drivers, i.e.,
quantifiable operational and other indicators, such as revenue growth, customer
or subscriber growth, operating margin, etc., that are tied to the strategy of
the operating entity and are key barometers of value
creation.

    

    
      


    

    
      
        	
                4.

              	
                Funding.  Each
      year, a maximum funding level of 1.0 percent of reported AT&T net
      income (before any extraordinary loss and/or cumulative effect of changes
      in accounting principles) minus amounts paid as Key Executive Officer
      Short Term Award(s) pursuant to the 1996 Stock and Incentive Plan and/or
      the 2001 Incentive Plan shall be available to payment or awards under the
      Plan with respect to the preceding Award
Year.

              


      

    

    
      


    

    
      
        	
                5.

              	
                Distribution of
      Awards.  Awards for the preceding Award Year will
      generally be distributed after completion of the Award Year in accordance
      with the following paragraphs.  Distribution of all awards is
      subject to approval by the Committee or the Chairman, as applicable,
      generally obtained in January following the completion of an Award
      Year.

              


      

    

    
      


    

    
      Formula-Driven Awards
-

    

    
      


    

    
      The
Committee, or the Chairman, as applicable, shall establish financial and/or
other performance objectives for AT&T and such other entities as deemed
appropriate by the Committee or the Chairman, as applicable.

    

    
      


    

    
      A
percentage of the Target Award for the preceding Award Year is paid to Officers
and to non-Officer Eligible Employees in each entity based on the achievement of
applicable financial and/or other performance results of their
entity.

    

    
      


    

    
      Discretionary Pools
-

    

    
      


    

    
      After
determination of formula-driven awards, the Committee for Officers and the
Chairman for non-Officer Eligible Employees may establish Discretionary Pools to
reward individuals and/or entities for exceptional
performance.  Maximum funding available for Discretionary Pools is the
maximum funding level described in Section 4 less the formula-driven amounts
distributed.

    

    
      


    

    
      The
Committee or the Chairman, as applicable, will determine funding for each pool
and provide guidelines for distribution of awards.  The following are
examples of factors that may be considered:

    

    
      


    

    
      
        	
                ·  

              	
                Financial
      results above objective

              


      

    

    
      
        	
                ·  

              	
                Outstanding
      customer service results

              


      

    

    
      
        	
                ·  

              	
                Advancement
      of workforce diversity

              


      

    

    
      
        	
                ·  

              	
                Outstanding
      individual contribution

              


      

    

    
      


    

    
      The
Chairman will recommend to the Committee the discretionary awards for officers
reporting directly to the Chairman.

    

    
      


    

    
      
        	
                6.

              	
                Changes/Exceptions.  Changes
      in these Guidelines and exceptions to their provisions may be authorized
      by the Committee.