ex10b.htm



    
       

    

    
      


    

    
      


    

    
      


    

    
      


    

    
       

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      SUPPLEMENTAL LIFE INSURANCE
PLAN

    

    
      


    

    
      


    

    
      
 

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      Effective:  January
1, 1986

      Revisions Effective: January
1, 2008

    

    
      Revisions
Effective:  January 29, 2009

    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    
      SUPPLEMENTAL LIFE INSURANCE
PLAN

    

    
      


    

    
      1.   Purpose.  The
purpose of the Supplemental Life Insurance
Plan  ("Plan") is to allow for provision of additional survivor benefits
for Eligible Employees.

    

    
      


    

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

    

    
      


    

    
      Annual Base Salary or Annual
Salary or Salary.

    

    
      "Annual Base Salary" or
"Annual Salary" or "Salary" shall mean an Eligible Employee's annual base salary
rate determined by AT&T, excluding (1) all differentials regarded as
temporary or extra payments and (2) all payments and incentive awards and
distributions made either as a long term award or as a short term award; and
such Salary shall be as 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.  Annual Salary or Salary shall mean an
annualized amount determined from an Eligible Employee's Annual Base Salary
rate.

    

    
      


    

    
      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").

    

    
      


    

    
      BSLIP
Offset.  "BSLIP Offset"
shall equal the sum of the amounts (1) and (2) described
below:

    

    
      


    

    
      an amount of level death
benefit that would be paid under the participant’s BellSouth Supplemental Life
Insurance Plan ("BSLIP") policy(ies) as if the
participant had restructured such policy(ies) based on the December 31, 2008
cash value to provide a level death benefit assuming no additional premium
payments to the policy(ies), as calculated by the BSLIP administrator during
2008 and communicated to each active officer; 

    

    
      or,

    

    
      an amount of level death
benefit that would be paid under the participant’s Cingular Wireless BLS
Executive Transition Supplemental Life Insurance Plan policy(ies) as if the
participant had restructured such policy(ies) based on the December 31, 2007
cash value to provide a level death benefit assuming no additional premium
payments to the policy(ies), as calculated by the BSLIP administrator during
2008 and communicated to each active officer;

    

    
      and

    

    
      an amount equal to the death
benefit provided under the participant’s BellSouth Split Dollar Life Insurance
Plan policy(ies) as of December 31, 2008 and Cingular Wireless BLS Executive
Transition Split Dollar Life Insurance Plan policy(ies) as of December 31,
2007.

    

    
      


    

    
      This sum is applied as an
offset to this Plan as described in Section 4, regardless of whether or not the
participant actually restructured his policy or made other decisions regarding
such BellSouth and Cingular policy(ies).

    

    
      


    

    
      BSLIP
Retiree Offset.  "BSLIP Retiree
Offset" shall equal the sum of the amounts (1) and (2) described
below:

    

    
      


    

    
      an amount equal to the death
benefit provided under the participant’s BellSouth Supplemental Life Insurance
Plan policy(ies) as if the participant died on December 31,
2008;

    

    
      and

    

    
      (2)an amount equal to the death
benefit that was provided under the participant’s BellSouth Split Dollar Life
Insurance policy(ies) as if the participant died on his BSLIP retirement
date.

    

    
      This amount is applied as an
offset to this Plan as described in Section 4.

    

    
      


    

    
      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 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.

    

    
      


    

    
      ELIP
Offset.  "ELIP Offset"
shall equal an amount of level death benefit that would be paid under the
participant’s AT&T Supplemental Life Insurance Program (“ELIP”) policy as if
the participant had restructured his ELIP policy based on the December 31, 2007
cash value to provide a level death benefit assuming no additional premium
payments to the policy, as calculated by the ELIP administrator during 2007 and
communicated to each active officer participating in ELIP.  This
amount is applied as an offset to this Plan as described in Section 4,
regardless of whether or not the participant actually restructured his policy or
made other decisions regarding such ELIP
policy.  

    

    
      


    

    
      Insurance
Contract.  "Insurance
Contract" shall mean a contract(s) of life insurance insuring the life of the
Eligible Employee entered into by AT&T.

    

    
      


    

    
      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
("ATTPBP") 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 shall be eligible to participate in the Plan

    

    
      


    

    
      4.   Pre-Retirement Benefits and
Post-Retirement Benefits.

    

    
      


    

    
      Basic Death
Benefit

    

    
      


    

    
      While this plan is in effect,
the Beneficiary who is designated by the Eligible Employee shall be entitled to
receive as a Basic Death Benefit from the proceeds of the Insurance Contract an
amount equal to the result of multiplying the Eligible Employee's Annual Salary
rounded to the next higher $1,000 by the following
amounts:

    

    
      


       

      
        
          	
                   

                   Chief Executive
      Officer

                	 2
	 Other Eligible
      Employees	 1


        

      

       

    

     

    
      This amount shall be reduced
(but not below zero) by any amount payable under any group term life insurance
covering the Eligible Employee which is maintained by AT&T, which amount of
group term life insurance will be limited to a maximum of
$50,000.

    

    
      


    

    
      In addition, the Basic Death
Benefit will be reduced (but not below zero) by the ELIP Offset amount, BSLIP
Offset amount or BSLIP Retiree Offset amount.

    

    
      


    

    
      Furthermore, any officer who
becomes eligible to participate in this Plan on or after the date that an ELIP
Offset, BSLIP Offset or BSLIP Retiree Offset has been determined by the ELIP or
BSLIP plan administrator, as applicable, will have his Basic Death Benefit
reduced accordingly by such offset amount.

    

    
      


    

    
      The amount of Basic Death
Benefit payable hereunder will automatically increase if pay
increases.

    

    
      


    

    
      At Retirement, the
pre-retirement benefit converts to a post-retirement benefit.  This
benefit is equal to one times Salary rounded to the next higher $1,000 (at the
time of retirement) and shall be reduced (but not below zero) by any amount
payable under any group term life insurance covering the Eligible Employee which
is maintained by AT&T, which amount of group term life insurance will be
limited to a maximum of $50,000; provided, however, for an executive who first
becomes a Plan participant on or after January 1, 1998, this post-retirement
death benefit shall be reduced by 10% of its original post-retirement amount
each year for five years beginning at the later of the date the Eligible
Employee attains age 65 or Retirement.

    

    
      


    

    
      


    

    
      Optional Supplementary
Benefit

    

    
      


    

    
      Subject to the limitations in
the remaining paragraphs in this section describing optional supplementary
benefits, each Eligible Employee may also purchase optional supplementary
pre-retirement life insurance coverage from AT&T in an amount equal to one
times the Eligible Employee’s Annual Salary rounded to the next higher $1,000,
and an additional amount of such insurance in an amount equal to another one
times such amount (for a total of two times the Annual Salary rounded to the
next higher $1,000), which insurance shall be payable from the proceeds of the
Insurance Contract.  Each such amount of insurance ("one times
salary") continued until such employee reaches age 65, by continuing to
contribute for it, shall entitle the beneficiary under the Insurance Contract to
receive an amount from the proceeds of such Insurance Contract equal to one
times the Eligible Employee’s final Annual Salary rounded to the next higher
$1,000, when such Eligible Employee dies after
Retirement.

    

    
      


    

    
      No ELIP Offset, BSLIP Offset,
nor BSLIP Retiree Offset will reduce the amount of Optional Supplementary
Benefit for any participant.

    

    
      


    

    
      To elect this optional
supplementary coverage, the Eligible Employee must complete an enrollment form
on which he or she specifies the amount of coverage he or she wishes to purchase
and authorizes his or her employing company to deduct his or her contributions
for coverage from his or her salary.

    

    
      


    

    
      An Eligible Employee may not
elect this coverage while receiving disability benefits under any Company
disability benefit plan.

    

    
      


    

    
      An Eligible Employee must
make his or her election to purchase optional supplementary coverage within
three calendar months of being declared eligible to participate in the Plan;
except any Eligible Employee who was declared an Eligible Employee before
October 1, 1997, shall have until December 31, 1997 to enroll for such optional
supplementary coverage or to increase such coverage.

    

    
      


    

    
      The optional supplementary
life insurance is effective upon AT&T's binding of life insurance coverage
for the Eligible Employee pursuant to an Insurance
Contract.

    

    
      


    

    
      Effective January 1, 1998,
once an Eligible Employee enrolls for optional supplementary coverage, he or she
can later decrease or terminate such coverage but never increase or reinstate
such coverage.

    

    
      


    

    
      Regardless of the amount of
coverage elected, the amount in force will automatically increase if Salary
increases.  The cost for this coverage will increase
accordingly.

    

    
      


    

    
      This optional supplementary
life insurance is paid for on a contributory basis by those Eligible Employees
who enroll in the coverage.  The cost of coverage, and therefore, how
much an Eligible Employee contributes, depends on age and the amount of coverage
and shall be as determined by AT&T.  There will be no periodic
waiver of premium payments.

    

    
      


    

    
      In the event of death, the
Eligible Employee’s optional supplementary life insurance benefit will be paid
to the Eligible Employee’s Beneficiary or Beneficiaries in a lump sum, unless
the Salary Continuation Death Benefit form of payment was elected on the
Eligible Employee’s enrollment form.  The option to elect other than a
lump sum payment is limited to an Eligible Employee who became an Eligible
Employee on or before January 1, 1998.  If the Eligible Employee has
no surviving beneficiaries, the benefit will be paid in a lump sum in accordance
with the Rules.

    

    
      


    

    
      The optional supplementary
life insurance coverage hereunder will automatically continue while an Eligible
Employee is receiving disability benefits under any AT&T disability benefit
plan, provided the Eligible Employee continues his or her
contributions.

    

    
      If an Eligible Employee
terminates employment with AT&T or any of its subsidiaries for any reason
other than Retirement, this coverage will stop at the end of the month of
termination; provided, however, Eligible Employees who are 65 at the time of
their termination will continue to have non-contributory unreduced coverage
after age 65.

    

    
      


    

    
      Alternate Death
Benefit

    

    
      


    

    
      Alternate death benefit
coverage shall only be available to an Eligible Employee who became an Eligible
Employee before January 1, 1998.  Such Eligible Employees shall be
entitled to elect to receive alternate death benefit life insurance coverage;
provided such election is made before January 1, 1998.

    

    
      


    

    
      Under such coverage, an
Eligible Employee’s Beneficiary or Beneficiaries will be entitled to receive
from the proceeds of the Insurance Contract a payment equal to the Eligible
Employee’s final Annual Salary upon his or her death.  This benefit
will not be rounded to the next higher $1,000.  The amount of
insurance in force will automatically increase if salary
increases.  Coverage applies to death from any cause, except with
respect to an on-the-job accident for which an Eligible Employee is protected
while an active employee by any Accident Death Benefit feature of the
ATTPBP.

    

    
      


    

    
      By enrolling in this
coverage, an Eligible Employee automatically waives his or her eligibility for
any Sickness Death Benefit and Pensioner Death Benefits otherwise payable under
the ATTPBP.

    

    
      


    

    
      The coverage provided by the
alternate death benefit life insurance coverage will continue after
Retirement.

    

    
      


    

    
      To elect this coverage, an
Eligible Employee must complete an irrevocable enrollment and waiver
form.

    

    
      


    

    
      AT&T pays the full cost
of the alternate death benefit life insurance
coverage.

    

    
      


    

    
      The insurance benefit
provided under this alternate death benefit life insurance will be paid in a
lump sum, unless otherwise elected on the Eligible Employee's enrollment
form.

    

    
      


    

    
      Alternate death benefit
coverage ceases upon an Eligible Employee's Termination of Employment other than
a Retirement.  This alternate death benefit life insurance may not be
converted to an individual policy.

    

    
      


    

    
      Salary Continuation Death
Benefit.

    

    
      


    

    
      The salary continuation death
benefit shall only be available under the conditions specified hereunder, to an
Eligible Employee who became an Eligible Employee before January 1,
1998.

    

    
      


    

    
      By a written election filed
with AT&T before January 1, 1998, an Eligible Employee may terminate his or
her rights to a Basic Death Benefit and/or to Optional Supplementary Coverage
(if any) and/or to an Alternate Death Benefit (if
any).

    

    
      


    

    
      If such an election is filed,
and the Eligible Employee dies on or after the first day of the calendar year
following the year in which such election is filed and prior to the termination
of coverage pursuant to Section 7, the Eligible Employee's Beneficiary or
Beneficiaries theretofore named shall be paid by AT&T an amount per annum
for ten (10) years which amounts, in the aggregate, have a net present value,
using an eleven percent (11%) discount rate, equal to one hundred eight-five
percent (185%) of the (i)Basic Death Benefit amount and/or (ii) the amount
elected as Optional Supplementary coverage(if any) and/or  (iii) the
amount elected as an Alternate Death Benefit (if any)  which would be
payable to his or her Beneficiary or Beneficiaries as of the date of the
Eligible Employee's  death, and no other benefit shall be payable
hereunder as either a Basic Death Benefit, Optional Supplementary Coverage or
Alternate Death Benefit . Such payment(s) shall commence no later than sixty
(60) days following the date of the Eligible Employee's
death.

    

    
      


    

    
      On or after January 1, 1998,
an Eligible Employee who has elected death benefits in the form of salary
continuation pursuant to this Section may cancel such election and have his or
her Beneficiaries receive death benefits as insurance in a lump-sum but, an
Eligible Employee who cancels his or her salary continuation election may not
thereafter re-elect such option.

    

    
      


    

    
      Survivor Annuity
Equivalent

    

    
      


    

    
      Additionally, each Eligible
Employee who is not eligible for the Immediate Automatic Pre-retirement Survivor
Annuity of the ATTPBP (or equivalent thereof) shall be eligible hereunder for a
Survivor Annuity Equivalent benefit of one times salary payable to the surviving
spouse of such Eligible Employee.  Such benefit shall be paid as
follows: an amount per annum for ten (10) years shall be paid to the Eligible
Employee's surviving spouse which amounts, in the aggregate, shall have a net
present value, using an eleven percent (11%) discount rate, equal to one hundred
eighty-five percent (185%) of one times the Eligible Employee's salary at the
time of his or her death; provided, however, no such Survivor Annuity Equivalent
payments will be made on or after the date of death of the surviving
spouse.  Such payments shall commence no later than sixty (60) days
following the date of the Eligible Employee's death.

    

    
      


    

    
      For the purposes of the
Survivor Annuity Equivalent, the Eligible Employee's surviving spouse means a
spouse legally married to the Eligible Employee at the time of the Eligible
Employee's death.

    

    
      


    

    
      Eligibility for the Survivor
Annuity Equivalent shall automatically cease on the date of termination of the
Eligible Employee's employment.  If the Eligible Employee becomes
totally disabled prior to Retirement, the Eligible Employee shall continue to be
eligible for the Survivor Annuity Equivalent until the expiration of disability
benefits.  If the Eligible Employee is granted a leave of absence,
other than for military service of more than four weeks, the Eligible Employee
shall continue to be eligible for the Survivor Annuity Equivalent during such
leave of absence.

    

    
      


    

    
      The Eligible Employee shall
cease to be eligible for the Survivor Annuity Equivalent at the conclusion of
the day immediately preceding the date the Eligible Employee becomes eligible
for the Immediate Automatic Pre-retirement Survivor Annuity of the
ATTPBP.

    

    
      


    

    
      5.   Incidents of
Ownership.  AT&T will be the owner and hold all the incidents of
ownership in the Insurance Contract, including the right to dividends, if
paid.  The Eligible Employee may specify in writing to AT&T, the
Beneficiary or Beneficiaries and the mode of payment for any death proceeds not
in excess of the amounts payable under this Plan.  Upon receipt of a
written request from the Eligible Employee, AT&T will immediately take such
action as shall be necessary to implement such Beneficiary appointment. Any
balance of proceeds from the Insurance Contract not paid as either a Basic Death
Benefit or otherwise pursuant to the Plan shall be paid to
AT&T.

    

    
      


    

    
      6.   Premiums.  All
premiums due on the Insurance Contract shall be paid by
AT&T.  However, the Eligible Employee agrees to reimburse AT&T
by January 31 following the date of each premium payment in an amount such that,
for Federal Income Tax purposes the reimbursement for each year is equal to the
amount which would be required to be included in the Eligible Employee's income
for Federal Income Tax purposes by reasons of the "economic benefit" of the
Insurance Contract provided by AT&T; provided, however, that AT&T, in
its sole discretion, may decline to accept any such reimbursement and require
the inclusion of such "economic benefit" in the Eligible
Employee's  income.  In its discretion AT&T may deduct
the Eligible Employee's portion of the premiums from the Eligible Employee's
pay. For purposes of this Plan, the value of the “economic benefit” shall be
determined based on the insurers published premium rates available to all
standard risks for initial issue one-year term insurance in compliance with
Revenue Rulings 66-110 and 67-154 issued by the Internal Revenue
Service.

    

    
      


    

    
      


    

    
      7.   Termination of
Coverage.  An Eligible Employee's coverage under this Plan shall
terminate immediately when the Eligible Employee realizes an "Event of
Termination" which shall mean any of the following:

    

    
      


    

    
      (a)   Termination of an Eligible
Employee's employment with his or her employing company for any reason other
than (i) death, (ii) Disability as such term is defined in the SRIP, or (iii)
Retirement.

    

    
      


    

    
      (b)   In the case of an Eligible
Employee who terminates employment by reason of a disability but who does not
realize an Event of Termination because of Section 7a(ii) above, a termination
of the Eligible Employee's total Disability that is not accompanied by either a
return to employment with his or her employing company or the Eligible
Employee's death or Retirement.

    

    
      


    

    
      (c)   Except in the case of an
Eligible Employee who has theretofore terminated employment for a reason
described in Section 7a(ii) or (iii) above, AT&T elects to terminate the
Eligible Employee's coverage under the Plan by a written notice to that effect
given to the Eligible Employee.  AT&T shall have no right to amend
the Plan or terminate the Eligible Employee's coverage under the Plan with
respect to an Eligible Employee who has theretofore terminated employment for a
reason described in Section 7a(ii) or (iii) above without the written consent of
the Eligible Employee.

    

    
      


    

    
      8.   Non-Competition.  Notwithstanding
any other provision of this Plan, no coverage shall be provided under this Plan
with respect to any Eligible Employee who shall, without the written consent of
AT&T, and while employed by AT&T or any subsidiary thereof, or within
three (3) years after termination of employment from AT&T or any subsidiary
thereof, engage in competition with AT&T or any subsidiary thereof or with
any business with which a subsidiary of AT&T or an affiliated company has a
substantial interest (collectively referred to herein as "Employer
business").  For purposes of this Plan, engaging in competition with
any Employer business shall mean engaging by Eligible Employee 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, coverage shall not be provided under this Plan
if, within the time period and without the written consent specified, Eligible
Employee 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 Eligible Employee takes and regardless of whether or
not the employing company, or the company that Eligible Employee becomes
associated with or renders service to, is itself engaged in direct competition
with an Employer business.

    

    
      


    

    
      9.   Restriction on
Assignment.  The Eligible Employee may assign all or any part of his
or her right, title, claim, interest, benefits and all other incidents of
ownership which he or she may have in the Insurance Contract to any other
individual or trustee, provided that any such assignment shall be subject to the
terms of this Plan; except neither the Eligible Employee 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 the amounts, if any, payable  as a Salary Continuation
Death Benefit hereunder , which are, and all rights to which are, expressly
declared to be unassignable and non-transferable.  No part of the
amounts payable as a Salary Continuation Death Benefit hereunder shall, prior to
actual payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by the Eligible Employee
or any other person, nor be transferable by operation of law in the event of the
Eligible Employee's or any other person’s bankruptcy or
insolvency.  Except as provided in this Section 8, no assignment or
alienation of any benefits under the Plan will be permitted or
recognized.

    

    
      


    

    
      10.   Unsecured General
Creditor.  Except to the extent of rights with respect to the
Insurance Contract in the absence of an election to receive benefits in Salary
Continuation Death Benefit form, the Eligible Employee and his or her
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of AT&T, nor shall they
be beneficiaries, or have any rights, claims or interests in, any life insurance
policies, annuity contracts or the proceeds therefrom owned or which may be
acquired by AT&T ("Policies"); such Policies or other assets of AT&T
shall not be held under any trust for the benefit of the Eligible Employee , his
or her designated beneficiaries, heirs, successors or assigns, or held in any
way as collateral security for the fulfilling of the obligations of AT&T
under this Agreement; any and all of AT&T’s assets and Policies shall be,
and remain, the general, unpledged, unrestricted assets of AT&T; AT&T
shall have no obligation to acquire any Policies or any other assets; and
AT&T’s obligations under this Agreement shall be merely that of an unfunded
and unsecured promise of AT&T to pay money in the
future.

    

    
      


    

    
      11.   Employment Not
Guaranteed.  Nothing contained in this Plan nor any action taken
hereunder shall be construed as a contract of employment or as giving the
Eligible Employee any right to be retained in the employ of any AT&T
company.

    

    
      


    

    
      12.   Protective
Provisions.  The Eligible Employee will cooperate with AT&T by
furnishing any and all information requested by AT&T, in order to facilitate
the payment of benefits hereunder, taking such physical examinations as AT&T
may deem necessary and taking such other relevant action as may be requested by
AT&T, in order to facilitate the payment of benefits
hereunder.  If the Eligible Employee refuses so to cooperate, the
Eligible Employee's participation in the Plan shall terminate and AT&T shall
have no further obligation to the Eligible Employee or his or her designated
Beneficiary hereunder.  If the Eligible Employee commits suicide
during the two-year period beginning on the date of eligibility under the Plan,
or if the Eligible Employee makes any material misstatement of information or
nondisclosure of medical history, then no benefits will be payable by reason of
this Plan to the Eligible Employee or his or her designated Beneficiary, or in
AT&T’s sole discretion, benefits may be payable in a reduced
amount.

    

    
      


    

    
      13.   Change in
Status.  In the event of a change in the employment status of an
Eligible Employee to a status in which he or she is no longer an Eligible
Employee under the Plan, such Eligible Employee shall immediately cease to be
eligible for any benefits under this Plan; provided, however, such survivor
benefits as would be available to such employee by reason of his or her new
status but which do not automatically become effective upon attainment of such
new status shall continue to be provided under this Plan until such benefits
become effective or until such employee has had reasonable opportunity to
effectuate such benefits but has failed to take any requisite action necessary
for such benefits to become effective.

    

    
      


    

    
      14.   Named
Fiduciary.  If this Plan is subject to the Employee Retirement Income
Security Act of 1974 (ERISA), AT&T is the "named fiduciary" of the
Plan.

    

    
      


    

    
      15.   Applicable
Law.  This Plan and the rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the State of Texas to
the extent such law is not preempted by ERISA.

    

    
      


    

    
      16.   Administration of the
Plan.  The Committee shall be the sole administrator of the Plan and
will administer the Plan, interpret, construe and apply its provisions in
accordance with its terms.  The 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 Committee
shall be binding.

    

    
      


    

    
      17.   Relation to Prior
Plans.  This Plan supersedes and replaces prior Senior Management
Survivor Benefit, Senior Management Supplementary Life Insurance, and Senior
Management Alternate Death Benefit Life Insurance Plans as in effect prior to
January 1, 1986, except such plans shall continue to apply to Eligible Employees
who retired before January 1, 1986; provided, however, that with respect to
those Eligible Employees who retired during calendar year 1986 by reason of the
fact of attaining age 65, the Post-Retirement Benefit provided pursuant to
the  Senior Management Survivor Benefit Plan as in effect prior to
January 1, 1986, shall continue to apply and the post-retirement benefit
provided under the Basic Death Benefit portion hereof shall not
apply.

    

    
      


    

    
      Effective January 1, 2008,
this Plan supersedes and replaces the Cingular Wireless SBC Executive Transition
Life Insurance Plan (the “Cingular Plan”), and all policies issued under the
Cingular Plan shall be transferred to and governed by the
Plan.

    

    
      


    

    
      18.   Amendments and
Termination.  This Plan may be modified or terminated at any time in
accordance with the provisions of AT&T's Schedule of Authorizations. A
modification or Plan termination may affect present and future Eligible
Employees; provided, however, that no modification shall be made to this Plan
with respect to an Eligible Employee who terminates employment for reason of
disability or Retirement), nor shall a termination of the Plan operate so as to
be applicable to such an individual, without the written consent of the Eligible
Employee.