ex10c.htm


    Exhibit
10-c

    


    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
       

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      SUPPLEMENTAL
RETIREMENT INCOME PLAN

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      Effective:  January
1, 1984

    

    
      Revisions
Effective:  December 31, 2008

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      SUPPLEMENTAL
RETIREMENT INCOME PLAN

    

    
      


    

    
      	
              1  

            	
              Purpose.

            


    

     

    
      The
purpose of the Supplemental Retirement Income Plan ("Plan") is to provide
Eligible Employees with retirement benefits to supplement benefits payable
pursuant to AT&T's qualified group pension plans.

       

      


    

    
      Except as
provided in this paragraph, no benefits shall accrue under this Plan after
December 31, 2004.  The Plan shall be applied and interpreted
consistent with Treasury Regulations issued under Code Section 409A(e)(1) so
that no benefit hereunder is an amount deferred after December 31, 2004 and the
Plan is not subject to the provisions of Code Section 409A; provided, however, a
Participant’s Age shall be determined as of December 31, 2008, or, if earlier,
the Participant’s Termination of Employment.  The Administrative
Committee shall have discretionary authority to interpret this Plan consistent
with this Section 1, and the Committee’s determination shall be final and
conclusive.

       

      


    

    
      A
Participant’s accrued benefit hereunder as of December 31, 2004 shall equal the
present value as of December 31, 2004 of the amount to which a Participant would
be entitled under this Plan assuming the Participant voluntarily terminated
employment without cause on December 31, 2004 and received a full payment of his
or her SRIP benefits on the earliest possible date allowed hereunder following
such deemed Termination of Employment, but only to the extent such SRIP benefits
are earned and vested as of December 31, 2004.  For purposes of such
calculation, a Participant’s Years of Service and Final Average Earnings shall
be determined as of December 31, 2004, and a Participant’s Age shall be
determined as of December 31, 2008, or, if earlier, the Participant’s
Termination of Employment.

       

      


    

    
      	
              2  

            	
              Definitions.

            


    

     

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

       

      


    

    
      Administrative
Committee. "Administrative Committee" means a Committee consisting of the
Senior Executive Vice President-Human
Resources and two or more other members designated by the Senior Executive Vice
President-Human Resources who shall administer the Plan.

       

      


    

    
      Agreement.  "Agreement"
means the written agreement (substantially in the form attached to this Plan as
Attachment A) that shall be entered into between AT&T by the Senior
Executive Vice President-Human Resources and a Participant to carry out the Plan
with respect to such Participant.  Entry into a new Agreement shall
not be required upon amendment of the Plan or upon an increase in a
Participant's Retirement Percent (which increase shall nevertheless be utilized
to determine the Participant's benefits hereunder even though not reflected in
the Participant's Agreement), except entry into a new Agreement shall be
required in the case of an amendment which alters, to the detriment of a
Participant, the benefits described in this Plan as applicable to such
Participant (See Section 6.5).  Such new Agreement shall operate as
the written consent required by Section 6.5 of the Participant to such
amendment. 

       

      


    

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

       

      


    

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

       

      


    

    
      Disability.  "Disability"
means any Termination of Employment prior to being Retirement Eligible (without
regard to the 5 Years of Service requirement otherwise applicable to certain
Participants age 55 or older) that the Administrative Committee, in its complete
and sole discretion, determines is by reason of a Participant's total and
permanent disability.  The Administrative Committee may require that
the Participant submit to an examination by a competent physician or medical
clinic selected by the Administrative Committee.  On the basis of such
medical evidence, the determination of the Administrative Committee as to
whether or not a condition of total and permanent disability exists shall be
conclusive. 

       

      


    

    
      Earnings.  "Earnings"
means for a given calendar year the Participant's: (1) bonus earned as a short
term award during the calendar year but not exceeding 200% of the target amount
of such bonus (or such other portion of the bonus or target bonus as may be
determined by the Human Resources Committee of the Board of AT&T), plus (2)
base salary before reduction due to any contribution pursuant to any deferred
compensation plan or agreement provided by AT&T, including but not limited
to compensation deferred in accordance with Section 401(k) of the Internal
Revenue Code.  Notwithstanding anything herein to the contrary,
“Earnings” shall not include any amounts earned or paid on or after January 1,
2005.

       

      


    

    
      Eligible
Employee. "Eligible Employee" means an Officer or a non-Officer employee
of any AT&T company who is designated by the Chairman as eligible to
participate in the Plan.  Effective on and after July 1, 1994, only an
Officer may become an Eligible Employee.  Notwithstanding the
foregoing, the Chairman, may, at any time and from time to time, exclude any
Employee or group of Employees from being deemed an “Eligible Employee” under
this plan.

       

      


    

    
      Final
Average Earnings.  "Final Average Earnings" means the average
of the Participant's Monthly Earnings for the thirty-six (36) consecutive months
out of the one hundred twenty (120) months next preceding January 1, 2005 which
yields the highest average earnings.  If the Participant has fewer
than thirty-six (36) months of employment prior to January 1, 2005, the average
shall be taken over his or her period of employment prior to January 1, 2005.


       

      


    

    
      GAAP
Rate.  "GAAP Rate" means the interest rate used for valuing
Plan liabilities on the immediately preceding December 31 and periodic pension
expense for the calendar year for purposes of AT&T's financial statement
reporting requirements for the referenced period.

       

      


    

    
      Immediate
Annuity Value. "Immediate Annuity Value" means the annual amount of
annuity payments that would be paid out of a plan on a single life annuity basis
if payment of the plan's benefit was commenced immediately upon Termination of
Employment, notwithstanding the form of payment of the plan's benefit actually
made to the Participant (i.e., joint and survivor annuity, lump sum, etc.) and
notwithstanding the actual commencement date of the payment of such benefit.


       

      


    

    
      Mid-Career
Hire.  “Mid-Career Hire”
means an individual (i) initially hired or rehired at age 35 or older into a
position eligible for benefits under this Plan or (ii) initially hired or
rehired at age 35 or older who is subsequently promoted to a position eligible
for benefits under this Plan. 

       

      


    

    
      Monthly
Earnings.  "Monthly Earnings" means one-twelfth (1/12) of
Earnings. 

       

      


    

    
      Mortality
Tables.  "Mortality Tables" means the mortality tables as
defined by Code Section 417(e) for valuing minimum lump sum benefits payable
from qualified pension plans for the referenced period.

       

      


    

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

    

    
      


    

    
      Participant.  A
"Participant" means an Eligible Employee who has entered into an Agreement to
Participate in the Plan. 

       

      


    

    
      Retire or
Retirement.  "Retire" or "Retirement" shall mean the
Termination of Employment of an Eligible Employee for reasons other than death,
on or after the earlier of the following dates:  (1) the date the
Eligible Employee is Retirement Eligible or (2) the date the Eligible Employee
has attained one of the following combinations of age and service at Termination
of Employment on or after April 1, 1997, except as otherwise indicated below:


       

      
        
           

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


            

            
 

          

        

      

    

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

       

      


    

    
      Retirement
Eligible.  "Retirement Eligible" or "Retirement Eligibility"
means that 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.
Note:  Any reference in any other AT&T plan to a person being
eligible to retire with an immediate pension pursuant to the AT&T
Supplemental Retirement Income Plan shall be interpreted as having the same
meaning as the term Retirement Eligible. 

       

      


    

    
      Retirement
Percent.  "Retirement Percent" means the percent specified in
the Agreement with the Participant which establishes a Target Retirement Benefit
(see Section 3.1) as a percentage of Final Average Earnings. 

       

      


    

    
      AT&T.  "AT&T"
means AT&T Inc. 

       

      


    

    
      Service
Factor.  "Service Factor" means, unless otherwise agreed in
writing by the Participant and AT&T, either (a) a deduction of 1.43 percent,
or .715 percent for Mid-Career Hires, multiplied by the number by which (i)
thirty-five (or thirty in the case of an Officer) exceeds (ii) the number of
Years of Service of the Participant determined as of December 31, 2004, or (b) a
credit of 0.715 percent multiplied by the number by which (i) the number of
Years of Service of the Participant determined as of December 31, 2004 exceeds
(ii) thirty-five (or thirty in the case of an Officer).  For purposes
of the above computation, a deduction shall result in the Service Factor being
subtracted from the Retirement Percent whereas a credit shall result in the
Service Factor being added to the Retirement Percent. 

       

      


    

    
      Termination
of Employment.  "Termination of Employment" means the ceasing
of the Participant's employment from the AT&T controlled group of companies
for any reason whatsoever, whether voluntarily or involuntarily. 

       

      


    

    
      Year.  A "Year" is a
period of twelve (12) consecutive calendar months. 

       

      


    

    
      Years of
Service.  "Years of Service" means the number of each complete
years of continuous, full-time service as an employee beginning on the date when
a Participant first began such continuous employment with any AT&T company
and on each anniversary of such date, including service prior to the adoption of
this Plan. 

       

      


    

    
      	
              3  

            	
              Plan
      ("SRIP") Benefits. 

            


    

     

    
      
        	
                   
      3.1  

              	
                Termination
      of Employment/Vesting.

              


      

       

      


    

    
      With
respect to (1) a person who becomes a Participant prior to January 1, 1998, or
(2) a person who prior to January 1, 1998 is an officer of a Pacific Telesis
Group ("PTG") company and becomes a Participant after January 1, 1998, upon such
a Participant's Termination of Employment, AT&T shall pay to such
Participant a SRIP Benefit in accordance with Section 3.3.  The amount
of such SRIP Benefit is calculated as follows: 

       

         
Final Average Earnings

      x  Revised Retirement
Percentage

      = Target
Retirement Benefit

    

    
      
        	
                 -

              	
                Immediate
      Annuity Value of any AT&T/PTG Qualified Pensions as of December 31,
      2004

              


      

    

    
      
        	
                 -

              	
                Immediate
      Annuity Value of any other AT&T/PTG Non-Qualified Pensions as of
      December 31, 2004

              


      

      = Target
Benefit

      -  Age
Discount

    

    
      
        	
                =

              	
                Annual
      Value of Life with 10 Year Certain SRIP Benefit immediately payable upon
      Termination of Employment

              


      

       

      


    

    
      With
respect to a person who is appointed an Officer and becomes a Participant on or
after January 1, 1998, upon such a Participant's Termination of Employment,
AT&T shall pay to such Participant a SRIP Benefit in accordance with Section
3.3.  The amount of such SRIP Benefit is calculated as follows:


       

      


    

    
      Final
Average Earnings

    

    
      x 
Revised Retirement Percentage

    

    
      = Target
Retirement Benefit

    

    
      -  Age
Discount

    

    
      =
Discounted Target Benefit

    

    
      
        	
                 -
      

              	
                Immediate
      Annuity Value of any AT&T/PTG Qualified Pensions as of December 31,
      2004

              


      

    

    
      
        	
                -

              	
                Immediate
      Annuity Value of any AT&T/PTG Non-Qualified Pensions, as of December 31,
      2004

              


      

    

    
      
        	
                = 

              	
                Annual
      Value of Life with 10 Year Certain SRIP Benefit immediately payable upon
      Termination of Employment

              


      

       

      Where in
both of the above cases the following apply:

    

     

    


    
      
        	
                 (a)

              	
                Revised
      Retirement Percentage = Retirement Percent + Service
    Factor.

              


      

       

      


    

    
      
        	
                (b)

              	
                For
      purposes of determining the Service Factor, the Participant's actual Years
      of Service as of the earlier of the date of Termination of Employment or
      December 31, 2004, to the day, shall be
used.

              


      

       

      


    

    
      
        	
                (c) 
      

              	
                For
      purposes of determining the Final Average Earnings, the Participant's
      Earnings history prior to January 1, 2005 shall be
  used.

              


      

       

      


    

    
      
        	
                (d) 
      

              	
                Age
      Discount means the Participant's SRIP Benefit shall be decreased by
      five-tenths of one percent (.5%) for each month that December 31, 2008,
      or, if earlier, the Participant’s Termination of Employment, precedes the
      date on which the Participant will attain age
  60.

              


      

       

      


    

    
      Notwithstanding
the foregoing, if, at the earlier of the time of Termination of Employment or
December 31, 2004, the Participant is, or has been within the one year period
immediately preceding Participant's Termination of Employment, an Officer with
30 or more Years of Service such Participant's Age Discount shall be
zero.

       

      


    

    
      Except to
true up for an actual short term award paid following Termination of Employment
and prior to December 31, 2004, there shall be no recalculation of the value of
a Participant's SRIP Benefit following a Participant's Termination of
Employment.

       

      


    

    
      If a
Participant who has commenced payment of his or her SRIP Benefit dies, his or
her Beneficiary shall be entitled to receive the remaining SRIP Benefit in
accordance with the Benefit Payout Alternative elected or deemed elected by the
Participant or to make the same elections that the Participant could have made
as of the day immediately preceding the Participant’s death.  If the
Participant had elected a lump sum benefit, such Beneficiary may make an
election under Section 3.6.  If a Participant dies while in active
service, Section 4 shall apply. 

       

      


    

    
      Notwithstanding
any other provision of this Plan, upon any Termination of Employment of the
Participant for a reason other than death or Disability, AT&T shall have no
obligation to the Participant under this Plan if the Participant has less than 5
Years of Service at the time of Termination of Employment.

       

      


    

    
      
        	
                3.2  

              	
                Disability.

              


      

       

      


    

    
      Upon a
Participant's Disability and application for benefits under the Social Security
Act as now in effect or as hereinafter amended, the Participant will continue to
accrue Years of Service during his or her Disability until the earliest of his
or her:

       

      


    

    
      
        	
                 (a)

              	
                Recovery
      from Disability,

              


      

       

      


    

    
      
        	
                (b) 
      

              	
                Retirement
      (determined without regard to the 5 Years of Service requirement otherwise
      applicable to certain Participants age 55 or older),
  or

              


      

       

      


    

    
      
        	
                (c) 
      

              	
                Death.

              


      

       

      


    

    
      Upon the
occurrence of either (a) Participant's recovery from Disability prior to his or
her Retirement Eligibility if Participant does not return to employment, or (b)
Participant's Retirement (determined without regard to the 5 Years of Service
requirement otherwise applicable to certain Participants age 55 or older), the
Participant shall be entitled to receive a SRIP Benefit in accordance with
Section 3.1.

       

      


    

    
      For
purposes of calculating the foregoing benefit, the Participant's Final Average
Earnings shall be determined using his or her Earnings history as of the date of
his or her Disability.

       

      


    

    
      If a
Participant who continues to have a Disability dies prior to his or her
Retirement Eligibility (without regard to the 5 Years of Service requirement
otherwise applicable to certain Participants age 55 or older), the Participant
will be treated in the same manner as if he or she had died while in employment
(See Section 4.1). 

       

      


    

    
      
        	
                3.3  

              	
                Benefit
      Payout Alternatives.

              


      

       

      


    

    
      The
normal form of a Participant's benefits hereunder shall be a Life with 10-Year
Certain Benefit as described in Section 3.3(a).  However, a
Participant may elect in his or her Agreement or in a subsequently filed
election to convert his or her benefits hereunder, into one of the Benefit
Payout Alternatives described in Section 3.3(b), 3.3(c) or 3.3(d). 

       

      


    

    
      
        	
                 (a)

              	
                Life with a 10-Year
      Certain Benefit.  An annuity payable during the longer of
      (i) the life of the Participant or (ii) the 10-year period commencing on
      the date of the first payment and ending on the day next preceding the
      tenth anniversary of such date (the "Life With 10-Year Certain
      Benefit").  If a Participant who is receiving a Life with
      10-Year Certain Benefit dies prior to the expiration of the 10-year period
      described in this Section 3.3(a), the Participant's Beneficiary shall be
      entitled to receive the remaining Life With 10-Year Certain Benefit
      installments which would have been paid to the Participant had the
      Participant survived for the entire such 10-year period.
  

              


      

       

      


    

    
      
        	
                (b) 
      

              	
                Joint and 100%
      Survivor Benefit.  A joint and one hundred percent (100%)
      survivor annuity payable for life to the Participant and at his or her
      death to his or her Beneficiary, in an amount equal to one hundred percent
      (100%) of the amount payable during the Participant's life, for life (the
      "Joint and 100% Survivor Benefit").

              


      

       

      


    

    
      
        	
                (c) 
      

              	
                Joint and 50% Survivor
      Benefit.  A joint and fifty percent (50%) survivor
      annuity payable for life to the Participant and at his or her death to his
      or her Beneficiary, in an amount equal to fifty percent (50%) of the
      amount payable during the Participant's life, for life (the "Joint and 50%
      Survivor Benefit").

              


      

       

      


    

    
      
        	
                (d) 
      

              	
                Lump Sum
      Benefit.  Effective for a Termination of Employment on or
      after June 19, 2001, if the Participant has attained the age of fifty-five
      years as of his or her Termination of Employment, the Participant is
      eligible to receive a lump sum benefit as described in Section
      3.4.

              


      

       

      


    

    
      The
Benefit Payout Alternatives described in Section 3.3(b), 3.3(c) and 3.3(d) shall
be the actuarially determined equivalent (as determined by the Administrative
Committee in its complete and sole discretion) of the Life With 10-Year Certain
Benefit that is converted by such election. 

       

      


    

    
      Any
election made pursuant to this Section 3.3 may be made in the Participant's
Agreement or in a timely filed benefit payout election form. A Participant may
elect in his or her Agreement or in a timely filed benefit payout election form
to defer the time by which he or she is required to elect one of the foregoing
forms of Benefit Payout Alternatives.  A benefit payout election form
is timely filed only if it is delivered by the Participant, in writing,
telecopy, email or in another electronic format, to the Administrative Committee
no later than the last day of the calendar year preceding the calendar year in
which the Participant's Termination of Employment takes place or other benefit
payment under this Plan commences.

       

      


    

    
      If a
Participant's Agreement or benefit payout election form fails to show an
election of a Benefit Payout Alternative, or if the Participant having chosen to
defer his or her benefit payout election, fails to make a timely election of
benefits, such Participant shall be deemed to have elected and such
Participant's form of benefit shall be the Life With 10-Year Certain Benefit
which is described in Section 3.3(a).

       

      


    

    
      Notwithstanding
the foregoing, in the event of the death of a designated annuitant during the
life of the Participant, the Participant's election to have a Benefit Payout
Alternative described in Section 3.3(b) or 3.3(c) shall be deemed to be revoked,
in which event, subject to the conditions and limitations specified in the
immediately preceding paragraph, or within the ninety-day period following the
death of the annuitant if such period would end later than the time allowed for
an election by the immediately preceding paragraph, the Participant may elect to
have his or her benefit, or remaining benefit, under the Plan, as the case may
be, paid in any of the forms described in Sections 3.3(a), 3.3(b) or
3.3(c).  In the event the Participant's designated annuitant
predeceases the Participant and the Participant fails to make a timely election
in accordance with the provisions of the immediately preceding sentence, the
Participant's benefit, or remaining benefit, as the case may be, shall be paid
or reinstated, as the case may be, in the form of a Life With 10-Year Certain
Benefit as described in Section 3.3(a).  Any conversion of benefit
from one form to another pursuant to the provisions of this paragraph shall be
subject to actuarial adjustment (as determined by the Administrative Committee
in its complete and sole discretion) such that the Participant's new benefit is
the actuarial equivalent of the Participant's remaining prior form of
benefit.  Payments pursuant to Participant's new form of benefit shall
be effective commencing with the first monthly payment for the month following
the death of the annuitant. 

       

      


    

    
      Notwithstanding
any other provision of this Plan to the contrary, payment in the form of a
Benefit Payout Alternative described in Section 3.3(b) or 3.3(c), with a
survivor annuity for the benefit of the Participant's spouse as Beneficiary, may
be waived by the annuitant with the consent of the Participant in the event of
the divorce (or legal separation) of said annuitant from said
Participant.  In such event, the Participant's benefit shall be
reinstated to the remainder of the Life with 10-Year Certain Benefit as
described in Section 3.3(a) (i.e., the 10-Year period as described in Section
3.3(a) shall be the same 10-year period as if such form of benefit was the form
of benefit originally selected and the expiration date of such period shall not
be extended beyond its original expiration date) effective commencing with the
first monthly payment following receipt of the waiver and Participant consent in
a form acceptable to the Administrative Committee.  A waiver of the
type described in this paragraph shall be irrevocable. 

       

      


    

    
      
        	
                3.4  

              	
                Lump
      Sum Benefit Election.

              


      

       

      


    

    
      
        	
                (a) 
      

              	
                A
      Participant who has attained the age of fifty-five (55) years as of his or
      her Termination of Employment and whose Termination of Employment occurs
      after December 31, 2001 shall be eligible to make an election for a lump
      sum benefit.  A lump sum benefit election may be made in or
      after the calendar year immediately preceding the calendar year in which
      the Participant attains age fifty-five (55); provided, however, such
      election shall not be effective unless the Participant attains age
      fifty-five on or before such Participant's Termination of Employment, and,
      in such event, the Participant shall be deemed to have elected the Benefit
      Payout Alternative described in Section 3.3(a).


              


      

       

      


    

    
      The
amount of such Participant's lump sum benefit shall be calculated as of the
Participant's Termination of Employment applying the Mortality
Tables and the GAAP Rate, both as in effect for the calendar year immediately
preceding the calendar year of the Participant’s Termination of Employment, but
using the Participant’s age as of the Participant’s Termination of Employment.


       

      


    

    
      
        	
                (b) 
      

              	
                A
      Participant who was eligible to receive a lump sum benefit at Retirement,
      but who elected (or is deemed to have elected) one of the Benefit Payout
      Alternatives described in Section 3.3(a), 3.3(b) or 3.3(c), may elect to
      convert such annuity distribution to a lump sum benefit in a timely filed
      election.  The Beneficiary of a deceased Participant shall be
      eligible to make such conversion election to the same extent the
      Participant was eligible to make such election as of the day immediately
      preceding the Participant’s death.  An election to convert an
      annuity benefit into a lump sum benefit is timely filed only if it is
      delivered by the Participant (or the Beneficiary), in writing, telecopy,
      email or in another electronic format, to the Administrative Committee no
      later than December 31 of the calendar year following the calendar year in
      which the Participant’s Termination of Employment occurred.  The
      value of the lump sum benefit resulting from the conversion of a
      previously elected annuity benefit, shall be the Participant’s lump sum
      benefit valued as of the Participant’s Termination of Employment, less the
      payments, adjusted for interest (using the same GAAP Rate that was used to
      calculate the Lump Sum Benefit as of the Participant’s Termination of
      Employment), that were received prior to the effective date of the
      conversion.  If a Participant (or his or her Beneficiary) makes
      a timely election to convert an annuity benefit into a lump sum benefit,
      such election shall be effective on or about March 1st
      of the calendar year immediately following the calendar year in which such
      election is made, and the annuity benefit shall continue to be paid
      through such March 1st,
      whereupon the lump sum benefit election shall become
      effective.  If an election to convert an annuity benefit into a
      lump sum benefit is not timely filed, the annuity benefit shall continue
      to be distributed in the form elected (or deemed elected) by the
      Participant. 

              


      

       

      


    

    
      
        	
                (c) 
      

              	
                A
      Participant or Beneficiary who elects a lump sum benefit under Section
      3.3(d) and/or Section 3.4 must, contemporaneous with such Lump Sum Benefit
      election, elect to defer all or a portion of the lump sum benefit
      (including any interest accrued thereon as provided in Section 3.5) in
      accordance with a payment schedule timely elected by the Participant (or
      Beneficiary); provided, however,
      

              


      

       

      


    

    
      
        	
                (i)

              	
                with
      respect to a lump sum benefit effective at Retirement, the Participant
      must defer the receipt of one hundred percent (100%) of such lump sum
      benefit (including any interest thereon) until the later
    of:

              


      

       

      


    

    
      
        	
                (A)  

              	
                his
      or her Termination of Employment;
or

              


      

       

      


    

    
      
        	
                (B)  

              	
                March
      1 of the calendar year in which the Participant realizes a Termination of
      Employment;

              


      

       

      


    

    
      
        	
                (ii)

              	
                the
      Participant must defer the receipt of at least seventy percent (70%) of
      such lump sum benefit (excluding any interest accrued thereon as provided
      in Section 3.5) until at least the third (3rd)
      anniversary of such Participant’s Termination of Employment; provided,
      however, if the Participant attained the age of sixty (60) as of his or
      her Termination of Employment, the Participant is not required to defer
      receipt of such Lump Sum Benefit if he or she agrees, in writing,
      substantially in the form provided in Attachment B, not to compete with an
      Employer Business within the meaning of Section 7.2 for a period of three
      (3) years from such Participant’s Termination of Employment and further
      agrees that if he or she fails to abide by such agreement, the non-compete
      agreement is challenged or the non-compete agreement is unenforceable, he
      or she shall forfeit all benefits hereunder and repay the Lump Sum Benefit
      to AT&T; and

              


      

       

      


    

    
      
        	
                (iii) 
      

              	
                the
      Participant (or Beneficiary) may not defer the receipt of all or any
      portion of such lump sum benefit, including any interest accrued thereon,
      beyond the twentieth (20th)
      calendar year after the Participant’s Termination of Employment.
      

              


      

       

      


    

    
      The
payment schedule elected by a Participant or Beneficiary must comply with the
rules for payment schedules as adopted by the Administrative Committee (as
determined by the Administrative Committee in its sole and absolute discretion),
which, for example, may require payment of principal to be made no more
frequently than once per calendar year. 

       

      


    

    
      If a
Participant who, as of his or her Retirement, timely elected to defer the
receipt of a lump sum benefit under this Section fails to timely elect a payment
schedule or if such Participant's timely filed payment schedule does not comply
with the rules for payment schedules, (i) thirty percent (30%) of such
Participant’s lump sum benefit shall be paid to the Participant upon the later
of (A) such Participant’s Termination of Employment, or (B) March 1 of the
calendar year in which the Participant realizes a Termination of Employment, and
(ii) the remaining seventy percent (70%) (plus any interest accrued thereon as
provided in Section 3.5) shall be paid to the
Participant on the third (3rd)
anniversary of such Participant’s Termination of Employment.  If a
Participant who timely elects to defer the receipt of a lump sum benefit
resulting from the conversion of an annuity benefit, fails to timely elect a
payment schedule or if such Participant's timely filed payment schedule does not
comply with the rules for payment schedules, (i) thirty percent (30%) of such
Participant’s lump sum benefit shall be paid to the Participant on or about
March 1st of the
calendar year following the year in which the conversion election is made, and
(ii) the remaining seventy percent (70%) (plus any interest accrued thereon as
provided in Section 3.5) shall be paid to the
Participant on the third (3rd)
anniversary of such Participant’s Termination of
Employment.  

       

      


    

    
      
        	
                3.5  

              	
                Lump
      Sum Benefit Account Balance.

              


      

       

      


    

    
      The
Administrative Committee shall maintain a lump sum benefit account balance on
its books and records for each Participant (or Beneficiary) that elects a lump
sum benefit.  During such period of time that all or any portion of a
Participant’s lump sum benefit is not paid, interest shall be credited using the
same methodology used by AT&T for financial accounting purposes using the
GAAP Rate that was used to calculate such Participant’s lump sum
benefit.  Payments of principal and interest shall be deducted from
the lump sum benefit account balance.

       

      


    

    
      
        	
                3.6  

              	
                One-Time
      Acceleration of Deferred Lump Sum
Benefit.

              


      

       

      


    

    
      Participants
who realize a Termination of Employment on or after June 19, 2001 who timely
elected a lump sum benefit under Section 3.3(d) and/or Section 3.4 (and their
Beneficiary) may make a one-time, irrevocable election to accelerate the payment
of their unpaid lump sum benefit, if any, subject to the following conditions
and limitations. The Participant's (or Beneficiary’s) election to accelerate his
unpaid lump sum benefit, if any, must be received by the Administrative
Committee on or before the last day of the calendar year immediately preceding
the calendar year in which such unpaid portion of the lump sum benefit
distribution is to be made.  Such distribution shall be made on March
1 of the calendar year immediately following the calendar year in which such
acceleration election is made (the “Accelerated Distribution Date”); provided, however, a
Participant who makes a lump sum benefit acceleration election pursuant to this
Section 3.6 whose Termination of Employment occurred within three (3) years of
the Accelerated Distribution Date shall receive thirty percent (30%) of such
lump sum benefit on the Accelerated Distribution Date and the remaining seventy
percent (70%) of such lump sum benefit (plus accrued interest as provided in
Section 3.5) on the third (3rd)
anniversary of such Participant’s Termination of Employment; provided, further,
however, if the Participant attained the age of sixty (60) as of his or her
Termination of Employment, the Participant may accelerate the distribution of
100% of his or her unpaid lump sum benefit if he or she agrees, in writing
substantially in the form provided in Attachment B, not to compete with an
Employer Business within the meaning of Section 7.2 for a period of three (3)
years from such Participant’s Termination of Employment and further agrees that
if he or she fails to abide by such agreement, the non-compete agreement is
challenged or the non-compete agreement is unenforceable, he or she shall
forfeit all benefits hereunder and repay the Lump Sum Benefit to
AT&T.  

       

      


    

    
      	
              4  

            	
              Death
      Benefits. 

            


    

     

    
      
        	
                4.1  

              	
                Death.

              


      

       

      


    

    
      If a
Participant dies prior to his or her Retirement, a pre-retirement death benefit
will be calculated and paid as though the Participant had
Retired  (determined without regard to the 5 Years of Service
requirement otherwise applicable to certain Participants age 55 or older) on the
day prior to the date of death.  Notwithstanding the provisions of
Section 3.3, if a Participant's Agreement or benefit payout election form fails
to show an election of a Benefit Payout Alternative, or if the Participant,
having chosen to defer his benefit election, failed to make a timely election of
a Benefit Payout Alternative prior to his or her death, the form of the
pre-retirement death benefit shall, at the option of the Participant's
Beneficiary, be either the Life With 10-Year Certain Benefit form of the
Participant's benefit, a Beneficiary Life Annuity (as such term is hereinafter
described) based on the life expectancy of the Beneficiary, or, if the
Participant was eligible to make a Lump Sum Benefit election as of his or her
date of death, a Lump Sum Benefit (calculated in the manner described in this
Section 4.1).  If paid as a Beneficiary Life Annuity based on the Life
of the Beneficiary, such benefit shall be the actuarially determined equivalent
(as determined by the Administrative Committee in its complete and sole
discretion) of the Life With 10-Year Certain Benefit; provided, however, should the
Beneficiary die prior to the payment to the Beneficiary of the total dollar
amount of the Life with 10-Year Certain Benefit, the remaining dollar balance of
such Life With 10-Year Certain Benefit shall be paid in accordance with the
Participant's beneficiary designation and the Rules at the same monthly rate of
payment as would have been the monthly payment pursuant to the 10-year payment
schedule had the Life With 10-Year Certain Benefit been
selected.   For purposes of this Section 4.1, a Lump Sum Benefit
shall be calculated in the same manner as provided in Section 3.4 as if the
Participant were alive; e.g., calculated as of the Participant's Death applying
the Mortality Tables and the GAAP Rate, both as in effect for the calendar year
immediately preceding the calendar year of the Participant’s Death, but using
the Participant’s age as of the Participant’s date of death.

       

      


    

    
      
        	
                4.2  

              	
                Disability.

              


      

       

      


    

    
      In the
event that a Participant terminates employment prior to Retirement by reason of
a Disability that entitles the Participant to continue to accrue Years of
Service until Retirement Eligibility pursuant to Section 3.2 and thereafter dies
after attaining Retirement Eligibility (without regard to the 5 Years of Service
requirement otherwise applicable to certain Participants age 55 or older), the
Employer shall pay to the Participant's Beneficiary the Death Benefit specified
in Section 4.1 based on the Participant's Monthly Earnings for the twelve (12)
months preceding his or her Disability.  No death benefit shall be
payable if the Participant dies prior to attaining Retirement Eligibility
(without regard to the 5 Years of Service requirement otherwise applicable to
certain Participants age 55 or older).

       

      


    

    
      
        	
                4.3  

              	
                Termination
      of Employment.

              


      

       

      


    

    
      If a
Participant terminates employment other than by reason of Disability prior to
Retirement Eligibility (without regard to the 5 Years of Service requirement
otherwise applicable to certain Participants age 55 or older), no death benefit
shall be payable to the Participant's Beneficiary.

       

      


    

    
      	
              5  

            	
              Payment.
      

            


    

     

    
      
        	
                5.1  

              	
                Commencement
      of Payments.

              


      

       

      


    

    
      Notwithstanding
the designation of a specific date for payment of a distribution hereunder,
commencement of payments under this Plan may be delayed for administrative
reasons in the discretion of the Administrative Committee, but shall begin not
later than sixty (60) days following the occurrence of an event which entitles a
Participant (or a Beneficiary) to payments under this Plan.

       

      


    

    
      
        	
                5.2  

              	
                Withholding;
      Unemployment Taxes.

              


      

       

      


    

    
      
        	
                (a)

              	
                A
      payment may be made from the Plan to reflect the payment of state, local,
      or foreign tax obligations arising from participation in the Plan that
      apply to an amount deferred under the Plan before the amount is paid or
      made available to a Participant (the “State,
      Local, or Foreign Tax Amount”).  Such
      payment may not exceed the amount of such taxes due as a result of
      participation in the Plan.  Such payment may be made by
      distributions to the Participant in the form of withholding pursuant to
      provisions of applicable state, local, or foreign law or by distribution
      directly to the Participant.  Additionally, a payment may be
      made from the Plan to pay the income tax at source on wages imposed under
      Code Section 3401 as a result of the payment of the State, Local, or
      Foreign Tax Amount and to pay the additional income tax at source on wages
      attributable to such additional Code Section 3401 wages and
      taxes.  However, the total payment under this Section (a) shall
      not exceed the aggregate of the State, Local, or Foreign Tax Amount and
      the income tax withholding related to such State, Local, or Foreign Tax
      Amount. 

              


      

       

      


    

    
      
        	
                (b)

              	
                A
      payment may be made from the Plan to pay the Federal Insurance
      Contributions Act tax imposed by Code Sections 3101, 3121(a), and
      3121(v)(2) on compensation deferred under the Plan (the “FICA
      Amount”).  Additionally,
      a payment may be made from the Plan to pay the income tax at source on
      wages imposed under Code Section 3401 or the corresponding withholding
      provisions of applicable state, local or foreign tax laws as a result of
      the payment of the FICA Amount and to pay the additional income tax at
      source on wages attributable to the pyramiding section 3401 wages and
      taxes.  However, the total payment under this Section (b) shall
      not exceed the aggregate of the FICA Amount and the income tax withholding
      related to such FICA Amount. 

              


      

       

      


    

    
      
        	
                5.3  

              	
                Recipients
      of Payments; Designation of
Beneficiary.

              


      

       

      


    

    
      All
payments to be made under the Plan shall be made to the Participant during his
or her lifetime, provided that if the Participant dies prior to the completion
of such payments, then all subsequent payments under the Plan shall be made to
the Participant's Beneficiary or Beneficiaries.

       

      


    

    
      In the
event of the death of a Participant, distributions/benefits under this Plan
shall pass to the Beneficiary (ies) designated by the Participant in accordance
with the Rules.

       

      


    

    
      
        	
                5.4  

              	
                Additional
      Benefit.

              


      

       

      


    

    
      The
reduction of any benefits payable under the AT&T Pension Benefit Plan
("ATTPBP"), which results from participation in the AT&T Senior Management
Deferred Compensation Program of 1988, will be restored under this
Plan.

       

      


    

    
      
        	
                5.5  

              	
                No
      Other Benefits.

              


      

       

      


    

    
      No
benefits shall be paid hereunder to the Participant or his or her Beneficiary
except as specifically provided herein.

       

      


    

    
      
        	
                5.6  

              	
                Small
      Benefit.

              


      

       

      


    

    
      Notwithstanding
any election made by the Participant, the Administrative Committee in its sole
discretion may pay any benefit in the form of a lump sum payment if the lump sum
equivalent amount is or would be less than $10,000 when payment of such benefit
would otherwise commence.

       

      


    

    
      
        	
                5.7  

              	
                Special
      Increases.

              


      

       

      


    

    
      	
              5.7.1  

            	
              1990
      Special Increase. 

            


    

     

    
      Notwithstanding
any other provision of this Plan to the contrary:

       

      


    

    
      
        	
                (a)

              	
                Effective
      July 1, 1990, the monthly pension benefit amount then being paid hereunder
      to a retired Participant whose Plan payments began before January 1990
      shall be increased by 1/30 of 5.0% for each month from and including
      January 1988 or the month in which said Participant's pension payments
      began, whichever is later, through and including June 1990,
      inclusive.

              


      

       

      


    

    
      
        	
                (b)

              	
                Effective
      July 1, 1990, the present and/or future monthly payment hereunder of a
      surviving annuitant of a Participant whose Plan payments began before
      January 1990 or of a Participant who died in active service before January
      1990, shall be increased by the same percentage as the related pension was
      or would have been increased under the provisions of Paragraph (a) of this
      Section 5.7.1. 

              


      

       

      


    

    
      	
              5.7.2  

            	
              Enhanced
      Management Pension (EMP) Flow-Through for Participant Receiving Other than
      an ATTPBP "Cash Balance" Benefit. 

            


    

     

    
      Notwithstanding
any other provision of this Plan to the contrary:

       

      


    

    
      
        	
                (a)

              	
                Effective
      December 30, 1991, a Participant who as of the date of his or her
      Retirement satisfies the requirements for a service pension under the
      terms of the ATTPBP as it existed prior to December 30, 1991, shall have
      his or her SRIP Benefit determined without subtracting any increase in his
      or her ATTPBP (or successor plan) pension amount attributable to the
      Enhanced Management Pension ("EMP") provisions thereof, i.e., EMP benefits
      will "flow-through" to the Participant; provided, however, such additional
      benefit amounts corresponding to term of employment extending beyond age
      65 through application of the EMP provisions shall be
      subtracted.

              


      

       

      


    

    
      
        	
                (b) 

              	
                EMP
      flow-through shall not apply in the case of any person who becomes an
      Eligible Employee after December 31,
1997.

              


      

       

      


    

    
      	
              5.7.3  

            	
              1993
      Special Increase and Subsequent Special Increases.
  

            


    

     

    
      Notwithstanding
any other provision of this Plan to the contrary:

       

      


    

    
      
        	
                 
      

              	
                (a)Effective
      July 1, 1993, the monthly pension benefit amount then being paid hereunder
      to (1) all retired Participants whose Plan payments began before July 1,
      1993, (2) then current and contingent annuitants of such retired
      Participants who elected one of the Plan’s survivor annuities and (3) then
      current annuitants of employees who before July 1, 1993 died in active
      service shall be increased in the same percentages as the ATTPBP ad hoc
      pension increase percentages effective July 1,
  1993.

              


      

       

      


    

    
      
        	
                 
      

              	
                (b)Any
      time after July 1, 1993 that the ATTPBP is amended to provide for an ad
      hoc pension increase for ATTPBP nonbargained participants, the same
      percentage increase shall apply to Plan benefit
  amounts.

              


      

       

      


    

    
      	
              6  

            	
              Conditions
      Related to Benefits. 

            


    

     

    
      
        	
                6.1  

              	
                Administration
      of Plan.

              


      

       

      


    

    
      The
Administrative Committee shall be the sole administrator of the Plan and will,
in its discretion, administer, interpret, construe and apply the Plan in
accordance with its terms.  The Administrative Committee shall further
establish, adopt or revise such rules and regulations as it may deem necessary
or advisable for the administration of the Plan.  All decisions of the
Administrative Committee shall be final and binding unless the Board of
Directors should determine otherwise.

       

      


    

    
      
        	
                6.2  

              	
                No
      Right to AT&T Assets.

              


      

       

      


    

    
      Neither a
Participant nor any other person shall acquire by reason of the Plan any right
in or title to any assets, funds or property of any AT&T company whatsoever
including, without limiting the generality of the foregoing, any specific funds
or assets which AT&T, in its sole discretion, may set aside in anticipation
of a liability hereunder, nor in or to any policy or policies of insurance on
the life of a Participant owned by AT&T.  No trust shall be
created in connection with or by the execution or adoption of this Plan or any
Agreement, and any benefits which become payable hereunder shall be paid from
the general assets of AT&T.  A Participant shall have only a
contractual right to the amounts, if any, payable hereunder unsecured by any
asset of AT&T.

       

      


    

    
      
        	
                6.3  

              	
                Trust
      Fund.

              


      

       

      


    

    
      AT&T
shall be responsible for the payment of all benefits provided under the
Plan.  At its discretion, AT&T may establish one or more trusts,
for the purpose of providing for the payment of such benefits.  Such
trust or trusts may be irrevocable, but the assets thereof shall be subject to
the claims of AT&T's creditors.  To the extent any benefits
provided under the Plan are actually paid from any such trust, AT&T shall
have no further obligation with respect thereto, but to the extent not so paid,
such benefits shall remain the obligation of, and shall be paid by
AT&T.

       

      


    

    
      
        	
                6.4  

              	
                No
      Employment Rights.

              


      

       

      


    

    
      Nothing
herein shall constitute a contract of continuing employment or in any manner
obligate any AT&T company to continue the service of a Participant, or
obligate a Participant to continue in the service of any AT&T company and
nothing herein shall be construed as fixing or regulating the compensation paid
to a Participant.

       

      


    

    
      
        	
                6.5  

              	
                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; provided, however, the Plan shall not be
materially modified (within the meaning of Section 885(d)(2)(B) of the American
Jobs Creation Act of 2004) after October 3, 2004 unless such modification is
consistent with the guidance issued under Section 885(f) of the American Jobs
Creation Act of 2004 so that such amendment is not a material modification of
the Plan.  A modification may affect present and future Eligible
Employees.   AT&T also reserves the sole right to terminate
at any time any or all Agreements.  In the event of termination of the
Plan or of a Participant's Agreement, a Participant shall be entitled to
benefits hereunder, if prior to the date of termination of the Plan or of his or
her Agreement, such Participant has attained 5 Years of Service, in which case,
regardless of the termination of the Plan/Participant's Agreement, such
Participant shall be entitled to benefits at such time as provided in and as
otherwise in accordance with the Plan and his or her Agreement, provided,
however, Participant's benefit shall be computed as if Participant had
terminated employment as of the date of termination of the Plan or of his or her
Agreement.  No amendment, including an amendment to this Section 6.5,
shall be effective, without the written consent of a Participant, to alter, to
the detriment of such Participant, the benefits described in this Plan as
applicable to such Participant as of the effective date of such
amendment.  For purposes of this Section 6.5, an alteration to the
detriment of a Participant shall mean a reduction in the amount payable
hereunder to a Participant to which such Participant would be entitled if such
Participant terminated employment at such time, or any change in the form of
benefit payable hereunder to a Participant to which such Participant would be
entitled if such Participant terminated employment at such time.  Any
amendment which reduces Participant's benefit hereunder to adjust for a change
in his or her pension benefit resulting from an amendment to any
company-sponsored defined benefit pension plan which changes the pension
benefits payable to all employees, shall not require the Participant's
consent.  Written notice of any amendment shall be given to each
Participant. 

       

      


    

    
      
        	
                6.6  

              	
                Offset.

              


      

       

      


    

    
      If at the
time payments or installments of payments are to be made hereunder, a
Participant or his or her Beneficiary or both are indebted to any AT&T
company, then the payments remaining to be made to the Participant or his or her
Beneficiary or both may, at the discretion of the Board of Directors, be reduced
by the amount of such indebtedness; provided, however, that an election by the
Board of Directors not to reduce any such payment or payments shall not
constitute a waiver of such AT&T company's claim for such
indebtedness.

       

      


    

    
      
        	
                6.7  

              	
                Change
      in Status.

              


      

       

      


    

    
      In the
event of a change in the employment status of a Participant to a status in which
he is no longer an Eligible Employee, the Participant shall immediately cease to
be eligible for any benefits under this Plan except such benefits as had
previously vested.  Only Participant's Years of Service and Earnings
history prior to the change in his employment status shall be taken into account
for purposes of determining Participant's vested benefits
hereunder.

       

      


    

    
      	
              7  

            	
              Miscellaneous.
      

            


    

     

    
      
        	
                7.1  

              	
                Nonassignability.

              


      

       

      


    

    
      Neither a
Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt of the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights to which are,
expressly declared to be unassignable and non-transferable.  No part
of the amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

       

      


    

    
      
        	
                7.2  

              	
                Non-Competition.

              


      

       

      


    

    
      Notwithstanding
any other provision of this Plan, all benefits provided under the Plan with
respect to a Participant shall be forfeited and canceled in their entirety if
the Participant, without the consent of AT&T and while employed by AT&T
or any subsidiary thereof or within three (3) years after termination of such
employment, engages in competition with AT&T or any subsidiary thereof or
with any business with which AT&T or a subsidiary or affiliated company has
a substantial interest (collectively referred to herein as "Employer business")
and fails to cease and desist from engaging in said competitive activity within
120 days following receipt of written notice from AT&T to Participant
demanding that Participant cease and desist from engaging in said competitive
activity.  For purposes of this Plan, engaging in competition with any
Employer business shall mean engaging by the Participant in any business or
activity in the same geographical market where the same or substantially similar
business or activity is being carried on as an Employer
business.  Such term shall not include owning a nonsubstantial
publicly traded interest as a shareholder in a business that competes with an
Employer business. However, engaging in competition with an Employer business
shall include representing or providing consulting services to, or being an
employee of, any person or entity that is engaged in competition with any
Employer business or that takes a position adverse to any Employer
business.  Accordingly, benefits shall not be provided under this Plan
if, within the time period and without the written consent specified,
Participant either engages directly in competitive activity or in any capacity
in any location becomes employed by, associated with, or renders service to any
company, or parent or affiliate thereof, or any subsidiary of any of them, if
any of them is engaged in competition with an Employer business, regardless of
the position or duties the Participant takes and regardless of whether or not
the employing company, or the company that Participant becomes associated with
or renders service to, is itself engaged in direct competition with an Employer
business.

       

      


    

    
      
        	
                7.3  

              	
                Notice.

              


      

       

      


    

    
      Any
notice required or permitted to be given to the Administrative Committee under
the Plan shall be sufficient if in writing and hand delivered, or sent by
certified mail, to the principal office of AT&T, directed to the attention
of the Senior Vice President-Human Resources.  Any notice required or
permitted to be given to a Participant shall be sufficient if in writing and
hand delivered, or sent by certified mail, to Participant at Participant's last
known mailing address as reflected on the records of his or her employing
company or the company from which the Participant incurred a Termination of
Employment, as applicable.  Notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown on the
postmark or on the receipt for certification.

       

      


    

    
      
        	
                7.4  

              	
                Validity.

              


      

       

      


    

    
      In the
event any provision of this Plan is held invalid, void or unenforceable, the
same shall not affect, in any respect whatsoever, the validity of any other
provision of this plan.

       

      


    

    
      
        	
                7.5  

              	
                Applicable
      Law.

              


      

       

      


    

    
      This Plan
shall be governed and construed in accordance with the laws of the State of
Texas to the extent not preempted by the Employee Retirement Income Security Act
of 1974, as amended, and regulations thereunder ("ERISA").

       

      


    

    
      
        	
                7.6  

              	
                Plan
      Provisions in Effect Upon Termination of
  Employment.

              


      

       

      


    

    
      The Plan
provisions in effect upon a Participant's Termination of Employment shall govern
the provision of benefits to such Participant.  Notwithstanding the
foregoing sentence, the benefits of a Participant whose Retirement occurred
prior to February 1, 1989, shall be subject to the provisions of Section 3.3
hereof. 

       

      


    

    
      
        	
                7.7  

              	
                Plan
      To Be Interpreted and Applied So As Not To Be Subject To Code Section
      409A.

              


      

       

      


    

    
      Notwithstanding
any provision to the contrary in this Plan, each provision in this Plan shall be
interpreted and applied so that amounts deferred under the Plan are not subject
to the provisions of Section 409A of the Code and any provision that would
conflict with such requirements shall be applied and construed, as determined by
the Administrative Committee in its complete discretion, consistent with the
foregoing.  The Administrative Committee’s determination,
as provided herein, shall be final and conclusive.  

       

      


    

    
      
        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    
      SUPPLEMENTAL
RETIREMENT INCOME PLAN AGREEMENT

    

    
      


    

    
      THIS
AGREEMENT is made and entered into at San Antonio, Texas as of this _____ day of
_______________, by and between AT&T Inc. ("AT&T") and ­__________
(" Participant").

       

      


    

    
      WHEREAS,
AT&T has adopted a Supplemental Retirement Income Plan (the "Plan");
and

       

      


    

    
      WHEREAS,
the Participant has been determined to be eligible to participate in the Plan;
and

       

      


    

    
      WHEREAS,
the Plan requires that an agreement be entered into between AT&T and
Participant setting out certain terms and benefits of the Plan as they apply to
the Participant;

       

      


    

    
      NOW,
THEREFORE, AT&T and the Participant hereby agree as follows:

       

      


    

    
      
        	
                 
      

              	
                1.The
      Plan is hereby incorporated into and made a part of this Agreement as
      though set forth in full herein.  The parties shall be bound by,
      and have the benefit of, each and every provision of the Plan as set forth
      in the Plan.

              


      

       

      


    

    
      
        	
                 
      

              	
                2.The
      Participant was born on ___________, and his or her present employment
      began on _____________,

              


      

       

      


    

    
      
        	
                 
      

              	
                3.The
      Participant's "Retirement Percent" which is described in the Plan shall be
      ________ percent (__%)

              


      

       

      


    

    
      
        	
                 
      

              	
                4.Election as to Form of
      Benefits.  The Participant elects the Benefit Payout
      Alternative as shown on the Supplemental Retirement Income Plan (SRIP)
      Benefit Election form attached hereto and incorporated herein for all
      purposes (the "Form"). The Participant may change this election at any
      time prior to the end of the calendar year immediately preceding the
      Participant's Termination of Employment, and the Participant's election in
      effect at the time will control the distribution of benefit under the
      Plan.  If the Participant has not elected a Benefit Payout
      Alternative prior to the end of the calendar year immediately preceding
      the Participant's Termination of Employment, the Participant's form of
      benefit under the Plan shall be the Life With 10-Year Certain
      Benefit.

              


      

       

      


    

    
      This
Agreement supersedes all prior Supplemental Retirement Income Plan Agreements
between AT&T and Participant, and any amendments thereto, and shall inure to
the benefit of, and be binding upon, AT&T, its successors and assigns, and
the Participant and his or her Beneficiaries.

       

      


    

    
      IN
WITNESS WHEREOF, the parties hereto have signed and entered into this Agreement
on and as of the date first above written.

       

      


    

    
      


    

    
      


    

    
      


    

    
      AT&T
INC.:

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      By:Senior
Executive Vice President-Human Resources

    

    
      


    

    
      


    

    
      


    

    
      PARTICIPANT:

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Due
Date:

    Form SRIP-4 (9/01)

    
      
        	
                 
      

              	
                Supplemental
      Retirement Income Plan (SRIP)

              


      

    

    
      


       

      Payment
Election

       

      


    

    


    Name:                                                                           Social Security Number:

    


    
      	
              1.  Form
      of Payment

            	 
      


    

    I hereby
elect the following form of benefit for my SRIP benefit in accordance with and
subject to the terms of the

    Plan:

    
      	
              a.  

            	
              ____Life
      with 10-Year Certain Benefit.  Complete Section
    4.

            


    

    
      	
              b.  

            	
              ____Joint
      and 100% Survivor Benefit.  Complete Section
  4.

            


    

    
      	
              c.  

            	
              ____Joint
      and 50% Survivor Benefit.  Complete Section
  4.

            


    

    
      	
              d.  

            	
              ____Lump
      Sum.  Complete Section 2. (Only available if age 54 or older at
      time of election and age 55 or older at Termination of
      Employment).

            


    

    
      	
              e.  

            	
              ____Defer
      making an election until no later than the last day of the calendar year
      preceding the calendar year in which my Termination of Employment takes
      place or my SRIP benefit commences. Complete Section
  4.

            


    

     

    Default Distribution: If a
payment election is not on file as of the last day of the year prior to your
retirement or termination, the form of benefit shall be the Life with10-Year
Certain Benefit.

     

    
      	
              2.  SRIP Lump Sum Deferral
      Amount

            	 
      


    

    You must
defer the receipt of at least seventy percent (70%) of your lump sum (excluding
accrued interest thereon) until at least the third anniversary of your
retirement (the "70% Rule").  Please indicate below the portion of
your lump sum that you wish to defer:

     

    I wish to
defer _______% (not less than 70%).  Any portion not deferred will be
paid within 60 days following my Termination of Employment.  Complete
Section 3.

    Note:  You
have a one-time right to accelerate the distribution of your deferred balance by
making an election prior to the first day of the calendar year in which you
desire to receive an accelerated distribution of your deferred
balance.

     

    
      	
              3.  Distribution Election for Deferred
      Lump Sum and Accrued Interest ("Deferred
  Balance")

            


    

    Please
indicate how you would like your deferred balance distributed.

    
      	
              ·  

            	
              Complete
      Section 3a if you wish to receive monthly interest only payments. You must
      also complete Section 3b to elect how to receive your remaining deferred
      balance.

            


    

    
      	
              ·  

            	
              Complete
      Section 3b to specify distribution of your deferred balance. Subject to
      the 70% Rule, payment will begin within 60 days of your retirement date if
      you elect distribution in your year of
  retirement.

            


    

    
      	
              ·  

            	
              The
      deferred balance must be distributed no later than the 20th anniversary of
      your retirement.

            


    

    
      	
              ·  

            	
              If
      applicable, the dates you complete in Section a and b cannot
      overlap.

            


    

    
      	
              a.  

            	
              Interest Paid
      Monthly

            

         
Please distribute interest on my deferred balance paid monthly
commencing

    ______________(month/year)
through ______________(month/year).

    Note:  Also
complete Section 3b to elect payment of deferred balance.

     

    
      	
              b.  

            	
              Ratable Distribution
      Over a Period of Years

            

         
Please make an annual payment of my deferred balance on March 1st of each
year paid for ________

     

    (insert
number from 1 through 20) year(s) commencing ___________(insert
year).  Please choose one distribution method as follows:

     

    
      	
              r  

            	
              Paid
      ratably for the period(s) selected in 3b.  (e.g. 1/20th,
      1/19th,
      1/18th
      .... If payment is requested over 20
years).

            


    

     

    
      	
              r  

            	
              Paid
      in equal annual installments for the period(s) selected in
    3b.

            


    

     

    Note:  You may not request
more than 30% of your lump sum within 36 months following
retirement.

     

    Complete
Section 4.

     

    
      	
              4.  Authorization

            	 
      


    

    
      I hereby
authorize and make the above elections.

       

      


       

      
        	 Signature                                                            
         	
                            
       Date                                 
                                           
      

              
	 	Please return to
      Executive Compensation Staff
	 	175 E. Houston,
      3-N-1, San Antonio, Texas
78205