ex10ee.htm


    

      
        Exhibit
10-ee

      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        2005

      

      
        SUPPLEMENTAL
EMPLOYEE

      

      
        RETIREMENT
PLAN

      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        Adopted:  November
19, 2004

      

      
                     Effective:  November
18, 2005

      

      
        Amended:  December
31, 2008

      

      
        


      

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        2005
SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

      

      


       

      
        	
                1  

              	
                Purpose.

              


      

       

      
        The
purpose of the 2005 Supplemental Employee Retirement Plan (the “SERP” or the
"Plan") is to provide Participants with retirement benefits to supplement
benefits payable pursuant to qualified group pension plans sponsored by AT&T
or an affiliate of AT&T.  The Plan is a successor to the AT&T
Supplemental Retirement Income Plan (“SRIP”) that was effective January 1, 1984
and which was amended, effective December 31, 2004, to cease accruals so that
the benefits payable under the SRIP shall be grandfathered and administered in
accordance with the provisions of the SRIP in a manner that does not invoke
Section 409A of the Code.

         

        


      

      
        	
                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 SEVP-HR and two or more other members designated by the SEVP-HR, which shall
administer the Plan.

         

        


      

      
        Agreement.  "Agreement"
means the written agreement entered into between AT&T by its SEVP-HR and a
Participant prior to January 1, 2009 to carry out the Plan with respect to such
Participant.  No Agreements are necessary for Participants who become
eligible to participate in the Plan on or after January 1, 2009.

         

        


      

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

         

        


      

      
        Beneficiary.  "Beneficiary"
shall mean any beneficiary or beneficiaries designated by the Participant
pursuant to the AT&T Rules for Employee Beneficiary Designations as may
hereafter be amended from time-to-time ("Rules").  If a Participant
fails to execute a Beneficiary designation form with respect to Plan benefits,
his or her Beneficiary designation form with respect to his SRIP benefits shall
apply with respect to his Plan benefits.  If a Participant fails to
execute a Beneficiary designation form with respect to Plan benefits and with
respect to SRIP benefits, the default provisions in the Rules shall
apply.

         

        


      

      
        CEO or
Chief Executive Officer.  “CEO” or
“Chief Executive Officer” shall mean the Chief Executive Officer of
AT&T.

         

        


      

      
        Disabled
or Disability.  “Disabled” or "Disability" means the
Participant’s (i) inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident or health plan covering employees of the
Participant’s employer.  The Administrative Committee, in its complete
and sole discretion, determines whether a Participant is
Disabled.  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 Participant is Disabled 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 sponsored by AT&T or an AT&T affiliate,
including but not limited to compensation deferred in accordance with Sections
401(k), 125, or 132(f) of the Internal Revenue Code.

         

        


      

      
        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 the Participant's
Termination of Employment which yields the highest average
earnings.  If the Participant has fewer than thirty-six (36) months of
employment, the average shall be taken over his or her period of
employment.

         

        


      

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

         

        


      

      
        Immediate
Annuity Value of any AT&T or affiliate Qualified
Pensions.  “Immediate Annuity Value of any AT&T or
affiliate Qualified Pensions” shall have the meaning as provided in Attachment
B.

         

        


      

      
        Immediate
Annuity Value of SRIP. "Immediate Annuity Value of SRIP" shall have the
meaning as provided in Attachment C.

         

        


      

      
        Immediate
Annuity Value of any other AT&T or affiliate Non-Qualified Pensions other
than SERP. "Immediate Annuity Value of any AT&T or affiliate
Non-Qualified Pensions other than SERP" shall have the meaning as provided in
Attachment D.

         

        


      

      
        Mid-Career
Hire.  “Mid-Career Hire”
means an individual whose Service Commencement Date is on or after the
individual’s thirty-fifth (35th)
birthday.

         

        


      

      
        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.
"Participant" means:

         

        


      

      
        
          	
                  (a)  

                	
                  Any
      person who, as of close of business on December 31, 2004, was employed by
      an AT&T affiliate and was a participant in the SRIP;
  or

                


        

         

        


      

      
        
          	
                  (b)  

                	
                  Any
      person who was a participant in the SRIP, terminated employment in 2004
      and receives Earnings in 2005; or

                


        

         

        


      

      
        
          	
                  (c)  

                	
                  An
      Officer of AT&T or an AT&T affiliate who is designated by the CEO
      as eligible to participate in the
Plan.

                


        

         

        


      

      
        Notwithstanding
the foregoing definition of Participant, the CEO, may, at any time and from time
to time, exclude any person or group of persons from being deemed a
“Participant” under this plan.

         

        


      

      
        An
individual’s participation in SERP shall commence as of his or her SERP
Effective Date.

         

        


      

      
        Retire or
Retirement.  "Retire" or "Retirement" shall mean the
Termination of Employment of a Participant for reasons other than death, on or
after the earlier of the following dates:  (1) the date the
Participant is Retirement Eligible or (2) the date the Participant has attained
one of the following combinations of age and service at Termination of
Employment:

         

        


         

        
          	 Years of Service	
                  Age

                   

                
	25 years or
      more 	50 or
      older 
	30 years or
      more 	Any
    age 


        

         

      

      
         

      

      
        Retirement
Eligible.  "Retirement Eligible" or "Retirement Eligibility"
means that a Participant has attained age 55 and has at least five (5) Years of
Service.

         

        


      

      
        Retirement
Percent.  "Retirement Percent" means the percent specified in
the Agreement with the Participant (if any) which establishes a Target
Retirement Benefit (see Section 3.1) as a percentage of Final Average Earnings.
For an individual who becomes a Participant on or after January 1, 2006,
"Retirement Percent" means 50 percent unless otherwise provided by the Human
Resources Committee of the Board of Directors of AT&T.

         

        


      

      
        SERP
Effective Date.  “SERP Effective Date” means the date of the
written designation of the Participant’s eligibility to participate in SERP,
signed by the CEO.

         

        


      

      
        SEVP-HR.  “SEVP-HR”
means AT&T’s Senior Executive Vice President responsible for Human Resources
matters.

         

        


      

      
        Supplemental
Retirement Income Plan or SRIP.  "Supplemental Retirement
Income Plan” or “SRIP" means the AT&T Inc. Supplemental Retirement Income
Plan effective January 1, 1984.

         

        


      

      
        Service
Commencement Date.  “Service Commencement Date” means the
Participant’s employment commencement date with AT&T or any AT&T
affiliate, as such date may be adjusted from time-to-time in accordance with
rules, policies and procedures generally applied by AT&T to adjust for
breaks in service or other periods of time, as reflected in AT&T’s or an
AT&T affiliate’s records, all as determined in the discretion of the
SEVP-HR.

         

        


      

      
        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 a Participant who is an Officer) exceeds
(ii) the number of Years of Service of the Participant, or (b) a credit of 0.715
percent multiplied by the number by which (i) the number of Years of Service of
the Participant exceeds (ii) thirty-five (or thirty in the case of a Participant
who is 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.  A
Participant will be deemed to have realized a Termination of Employment at any
time that a Participant and the Administrative Committee reasonably anticipate
that the bona fide level of services the Participant will perform (whether as an
employee or an independent contractor) will be permanently reduced to a level
that is less than fifty percent (50%) of the average level of bona fide services
the Participant performed during the immediately preceding thirty-six (36)
months (or the entire period the Participant has provided services if the
Participant has been providing services to the AT&T controlled group of
companies less than thirty-six (36) months).

         

        


      

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

         

        


      

      
        Years of
Participation.  "Years of Participation" means the number of
each complete Years beginning with the Participant’s SERP Effective Date through
each annual anniversary of such date.

         

        


      

      
        Years of
Service.  "Years of Service" means the number of each complete
Years of full-time service as an employee of AT&T or an AT&T affiliate
beginning with the Participant’s Service Commencement Date through each annual
anniversary of such date, including service prior to the adoption of this Plan.
“Years of Service” shall also include a Participant’s Years of service that are
recognized for purposes of the BellSouth Corporation Supplemental Employee
Retirement Plan, but that are not otherwise included pursuant to the immediately
preceding sentence.

         

        


      

      
        	
                3  

              	
                Plan ("SERP")
      Benefits.

              


      

       

      
        
          	
                  3.1 
        

                	
                  SERP Benefit
      Formula.

                


        

         

        


      

      
        With
respect to (1) a Participant who was a participant in the SRIP prior to January
1, 1998, or (2) a Participant who, prior to January 1, 1998, was an officer of a
Pacific Telesis Group ("PTG") company and became a participant in the SRIP after
January 1, 1998, the amount of such Participant’s SERP Benefit is calculated as
follows:

         

        Final
Average Earnings

      

      
        x Revised Retirement
Percentage                                                                                                                     

      

      
        = Target
Retirement Benefit

      

      
        
          	
                   -

                	
                  Immediate
      Annuity Value of any AT&T or affiliate Qualified
    Pensions

                


        

      

      
        
          	
                   -

                	
                  Immediate
      Annuity Value of any other AT&T or affiliate Non-Qualified Pensions
      other than the SERP

                


        

      

      
        = Target
Benefit

      

      
        -  Age
Discount                                                                                                                    

      

      
        
          	
                  =

                	
                  Annual
      Value of Life with 10 Year Certain SERP Benefit payable as a result of
      Termination of Employment Before SRIP
Reduction

                


        

      

      
        - Immediate Annuity Value of
SRIP                                                                                                                    

      

      
        
          	
                  = 
      

                	
                  Annual
      Value of Life with 10 Year Certain SERP Benefit payable as a result of
      Termination of Employment

                


        

         

         

      

      
        With
respect to all other Participants, subject to the provisions of Attachment E,
the amount of such Participant’s SERP 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 or
affiliate Qualified Pensions

          -  Immediate Annuity Value of SRIP

          -  Immediate Annuity
Value of any other AT&T or affiliate Non-Qualified Pensions other that
SERP

        

        
          
            	
                    =

                  	
                    Annual
      Value of Life with 10 Year Certain SERP Benefit payable as a result of
      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 date of Termination of Employment, to the day, shall
      be used.

                


        

         

        


      

      
        
          	
                  (c)     
      

                	
                  For
      purposes of determining the Final Average Earnings, the Participant's
      Earnings history as of the date of Termination of Employment shall be
      used.

                


        

         

        


      

      
        
          	
                  (d)     
      

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

                


        

         

        


      

      
        Notwithstanding
the foregoing, if at the time of Termination of Employment the Participant is,
or has been within the one year period immediately preceding the 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,
there shall be no recalculation of the value of a Participant's SERP Benefit
hereunder following a Participant's Termination of Employment.

         

        


      

      
         3.2.  
Vesting.

         

        


      

      
        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
five (5) Years of Service or, for Participants who are informed, in writing, of
their SERP eligibility on or after September 28, 2006, less than four (4) Years
of Participation, at the time of Termination of Employment.

         

        


      

      
        	
                4  

              	
                Election and Form of
      Distribution of SERP
Benefits.

              


      

       

      
        
          	
                  4.1  
        

                	
                  Normal
      Form.

                


        

         

        


      

      
        The
normal form of a Participant's benefits hereunder shall be a Life with 10-Year
Certain Benefit as described in Section 4.2(a).

         

        


      

      
        
          	
                  4.2  
        

                	
                  Election
      Alternatives.

                


        

         

        


      

      
        Notwithstanding
the normal form for distribution of a Participant’s SERP Benefits, a Participant
may elect one of the following Benefit Payout Alternatives:

         

        


      

      
        
          	
                  (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 Participant’s Termination of Employment 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 4.2(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.  A lump sum benefit, which shall apply only if
      the Participant has attained the age of fifty-five (55) years as of his or
      her Termination of Employment.  If a Participant elects a lump
      sum benefit but realizes a Termination of Employment prior to attaining
      age fifty-five (55), the Participant’s SERP Benefit shall be paid as
      provided in Section 4.2(a), 4.2(b) or 4.2(c), as elected or deemed elected
      by the Participant.

                


        

         

        


      

      
        The
Benefit Payout Alternatives described in Section 4.2(b), 4.2(c) and 4.2(d) shall be the actuarially determined
equivalent (using the same reasonable actuarial assumptions and methods for
valuing each Benefit Payout Alternative as determined by the SEVP-HR in his or
her complete and sole discretion) of the Life With 10-Year Certain Benefit that
is converted by such election.  The amount of a Participant's lump sum
benefit shall be calculated as of the Participant's Termination of Employment by
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, Years of Service and
other factors as of the Participant’s Termination of Employment.

         

        


      

      
        
          	
                  4.3 
        

                	
                  Distribution
      Election.

                


        

         

        


      

      
        
          	
                  (a)  
        

                	
                  Individual Who Is A
      Participant On or Before December 31, 2008.  An
      individual who was a Participant on or before December 31, 2008 may make
      an irrevocable election of a Benefit Payout Alternative before the earlier
      of December 31 of the year immediately preceding his or her Termination of
      Employment or December 31, 2008 by delivery of such election, in writing,
      telecopy, email or in another electronic format, pursuant to or as
      instructed by the SEVP-HR (as determined by the SEVP-HR in his or her sole
      and absolute discretion).

                


        

         

        


      

      
        
          	
                  (b)  
        

                	
                  Individual Who Becomes
      A Participant After December 31, 2008.  An individual who
      becomes a Participant after December 31, 2008 may make an irrevocable
      election of a Benefit Payout Alternative no later than the thirtieth
      (30th)
      day immediately following the Participant’s SERP Effective Date by
      delivery of such election in writing, telecopy, email or in another
      electronic format, pursuant to or as instructed by the SEVP-HR (as
      determined by the SEVP-HR in his or her sole and absolute
      discretion).

                


        

         

        


      

      
        
          	
                  (c)  
        

                	
                  Failure to Timely Make
      a Distribution Election.  If a Participant fails to make
      a timely election of a Benefit Payout Alternative as provided in Section
      4.3(a) or 4.3(b), such Participant shall be deemed to have elected and
      such Participant's form of benefit shall be the Life With 10-Year Certain
      Benefit described in Section 4.2(a).

                


        

         

        


      

      
        
          	
                  (d)  
        

                	
                  Death of or Divorce
      from Annuitant During Participant’s
      Lifetime.  Notwithstanding any other provision of this
      Plan to the contrary, 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 4.2(b) or 4.2(c) shall, without any action by
      the Participant, be revoked, and the Participant’s benefit, or remaining
      benefit, under the Plan, as the case may be, shall be paid as provided in
      Section 4.2(a).  Any
      conversion of benefit from one form to another pursuant to the provisions
      of this paragraph shall use the same reasonable actuarial assumptions and
      methods for valuing each annuity form of benefit before and after the
      death of the designated annuitant and shall be subject to actuarial
      adjustment (as determined by the SEVP-HR in his or her 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, in the event of the divorce or
legal separation of the Participant, the Participant’s election to have a
Benefit Payout Alternative described in Section 4.2(b) or 4.2(c), with a
survivor annuity for the benefit of the Participant's former spouse as
Beneficiary, shall, without any action by the Participant, be revoked, and the
Participant's benefit, or remaining benefit, under the Plan, as the case may be,
shall be paid as provided in Section 4.2(a) (using the same reasonable actuarial
assumptions and methods for valuing each annuity form of benefit before and
after the divorce or legal separation  and shall be subject to
actuarial adjustment (as determined by the SEVP-HR in his or her complete and
sole discretion).  In such event, the 10-Year period as described in
Section 4.2(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.  Payments
pursuant to Participant’s new form of benefit shall be effective commencing with
the first monthly payment following notice from the Participant to the SEVP-HR
after the divorce (or legal separation) becomes final.

         

        


      

      
        
          	
                  (e)  
        

                	
                  Special Provisions for
      Lump Sum Benefit Election.  A Participant who elects a
      lump sum benefit under Section 4.2(d) must, contemporaneous with such
      Lump Sum Benefit election, elect a specific number of year(s), not to
      exceed twenty (20) years, following his or her Termination of Employment
      upon which the lump sum benefit (including any interest accrued thereon)
      shall be distributed; provided, however,

                


        

         

        


      

      
        
          	
                  (i)    
      

                	
                  the Participant may
      not receive more than thirty percent (30%) of his or her lump sum benefit
      (excluding any interest thereon) until the third (3rd) anniversary of his
      or her Termination of Employment; provided, however, if the
      Participant is age sixty (60) or older as of his or her Termination of
      Employment, the Participant, if elected in his or her timely filed
      election of a Benefit Payout Alternative, may receive one hundred percent
      (100%) of his or her lump sum benefit upon the day that is six (6) months
      following his or her Termination of Employment if he or she agrees, in
      writing, substantially in the form provided in Attachment A, not to
      compete with an Employer Business within the meaning of Section 8.2 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

                


        

         

        


      

      
        
          	
                  (ii)   
      

                	
                  prior
      to distribution of the Participant’s lump sum benefit, interest on such
      lump sum benefit shall accrue and shall be added to the Participant’s lump
      sum benefit or distributed monthly, as elected by the Participant in his
      or her election of a
      Benefit Payout Alternative.

                


        

         

        


      

      
        A
Participant’s lump sum benefit payment schedule must comply with the rules for
payment schedules as adopted by the SEVP-HR (as determined by the SEVP-HR in his
or her sole and absolute discretion), which, for example, may require payment of
principal to be made no more frequently than once per calendar
year.

         

        


      

      
        If the
payment schedule elected by a Participant 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 date that is six (6) months
following the Participant’s Termination of Employment, and (ii) the
remaining seventy percent (70%) shall be paid to the Participant on the third
(3rd)
anniversary of such Participant’s Termination of Employment.

         

        


      

      
        
          	
                  (f)  
        

                	
                  Lump Sum Benefit
      Account Balance.  From and after a Participant’s
      Termination of Employment, the SEVP-HR shall maintain records of a lump
      sum benefit account balance for each Participant who elected 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.

                


        

         

        


      

      
        A
Participant whose employment has not terminated may change a prior distribution
election at any time on or before December 31, 2008, provided, however, if the
Participant’s employment terminates for any reason in the calendar year in which
the new distribution election is filed, such new election shall be null and
void.  In the event the Participant’s new election is null and void,
the Participant’s prior election, if any, shall apply.  If there is no
prior election, the Plan’s default distribution provisions shall
apply.

         

        


      

      
        	
                5  

              	
                Death or Disability
      Benefits.                                                                                                

              


      

       

      
        
          	
                  5.1  
        

                	
                  Death Following
      Termination of Employment.

                


        

         

        


      

      
        If a
Participant who has commenced payment of his or her SERP benefit hereunder dies,
his or her Beneficiary shall be entitled to receive the remaining SERP benefit
in accordance with the Benefit Payout Alternative elected or deemed elected by
the Participant.

         

        


      

      
        
          	
                  5.2  
        

                	
                  Death Prior to
      Termination of Employment.

                


        

         

        


      

      
        If a
Participant dies prior to his or her Termination of Employment, 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 or the 4
Years of Participation requirements) on the day prior to the date of
death.  The pre-retirement death benefit shall be paid at such time
and in such form as timely elected or deemed elected by the Participant;
provided, if the Participant elected or is deemed to have elected any form of an
annuity, such pre-retirement death benefit shall be paid as a Beneficiary Life
Annuity (as such term is hereinafter described) based on the life expectancy of
the Beneficiary, and, if the Participant elected or is deemed to have elected a
Life with a 10-Year Certain Benefit, such Beneficiary Life Annuity shall
continue for the longer of (i) the Beneficiary’s life, or (ii) the 10 year
period commencing on the Participant’s death.  If paid as a
Beneficiary Life Annuity, such benefit shall be the actuarially determined
equivalent using the same reasonable actuarial assumptions and methods (as
determined by the SEVP-HR in his or her complete and sole discretion) of the
Life With 10-Year Certain Benefit that would have been paid to the Participant
had he or she Retired on the day immediately prior to his or her
death.  If the Participant had timely elected and qualified to receive
a Lump Sum Benefit, it shall be calculated in the same manner as provided in
Section 4.2 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, Years of Service and other
factors as of the Participant’s date of death.

         

        


      

      
        
          	
                  5.3 
        

                	
                  Disability.

                


        

         

        


      

      
        Upon a
Participant's Termination of Employment and contemporaneous qualification for
receipt of long term disability benefits under an AT&T or AT&T affiliate
sponsored long term disability benefit plan in which the Participant
participates prior to being Retirement Eligible (without regard to the 5 Years
of Service or 4 Years of Participation requirements), the Participant will
continue to accrue Years of Service during such disability until the earliest of
his or her:

         

        


      

      
        
          	
                  (a)  
        

                	
                  Recovery
      from Disability,

                


        

         

        


      

      
        
          	
                  (b)  
        

                	
                  Retirement
      (determined without regard to the 5 Years of Service or 4 Years of
      Participation requirements), 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 or
4 Years of Participation requirements), the Participant shall be entitled to
receive a SERP Benefit as if he or she realized a Termination of Employment as
of the date of such occurrence.

         

        


      

      
        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 or 4 Years of
Participation requirements), the Participant will be treated in the same manner
as if he or she had died while in employment (See Section 5.2).

         

        


      

      6.                  
Payment of
Benefits.

       

      
        
          	
                  6.1  
       

                	
                  Commencement of
      Payments.

                


        

         

        


      

      
        
          	
                  (a) 
        

                	
                  Except
      as provided in Section 5.3, benefit payments shall commence pursuant to
      the Benefit Payout Alternative elected by the Participant in his or her
      Agreement on the date that is six (6) months following his or her
      Termination of Employment; provided, however, if the Participant dies
      after Termination of Employment and prior to the lapse of such six (6)
      month period, benefit payments shall commence upon the Participant’s
      death.  If a Participant elected (or is deemed to have elected)
      an annuity form of benefit under Section 4.2(a), 4.2(b) or 4.2(c), the
      aggregate monthly amount that would be paid between the Participant’s
      Termination of Employment through the date that benefit payments actually
      commence, shall be paid in a lump sum on the date that benefit payments
      actually commence hereunder.  In addition, during the period of
      time between a Participant’s Termination of Employment and the date that
      annuity payments hereunder actually commence, interest shall be credited
      on the withheld annuity amounts for such period of time that each annuity
      payment is withheld.  The credited interest shall be paid in a
      lump sum on the date that payments hereunder actually
      commence.  Interest shall be credited using the GAAP Rate in
      effect for the calendar year immediately preceding the calendar year of
      the Participant’s Termination of
Employment.

                


        

         

        


      

      
        
          	
                  (b) 
        

                	
                  Notwithstanding
      the designation of a specific date for commencement of payment of a
      distribution hereunder, commencement of payments under this Plan may be
      delayed for administrative reasons in the discretion of the SEVP-HR, but
      shall begin not later than sixty (60) days following the date upon which
      payment(s) would otherwise commence under this Plan. A Participant shall
      not have the right to designate or participate in the decision as to the
      taxable year of benefit
commencement.

                


        

         

        


      

      
        
          	
                  6.2  
       

                	
                  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 6.2(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 6.2(b)
      shall not exceed the aggregate of the FICA Amount and the income tax
      withholding related to such FICA
Amount.

                


        

         

        


      

      
        
          	
                  6.3 
        

                	
                  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 this Plan and the Rules.

         

        


      

      
        
          	
                  6.4  
       

                	
                  No Other
      Benefits.

                


        

         

        


      

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

         

        


      

      
        
          	
                  6.5 
        

                	
                  Small
      Benefit.

                


        

         

        


      

      
        Notwithstanding
any election made by the Participant, the SEVP-HR in his or her sole discretion
may pay any benefit in the form of a lump sum payment if (A) the lump sum
equivalent amount is or would be less than the applicable dollar amount under
Code Section 402(g)(1)(B) when payment of such benefit would otherwise commence,
and (B) the payment of the lump sum equivalent amount results in the termination
and liquidation of the entirety of the Participant’s interest under the Plan and
under any other plan that is considered a single nonqualified deferred
compensation plan under Treasury Regulations Section
1.409A-1(c)(2).

         

        


      

      7.                  
Conditions Related to
Benefits.

       

      
        
          	
                  7.1 
        

                	
                  Administration of
      Plan.

                


        

         

        


      

      
        The
Administrative Committee and the SEVP-HR with respect to specific functions
identified in the Plan, shall be the sole administrators of the Plan and will,
in their discretion, administer, interpret, construe and apply the Plan in
accordance with its terms.  The Administrative Committee or the
SEVP-HR shall further establish, adopt or revise such rules and regulations as
each may deem necessary or advisable for the administration of the
Plan.  All decisions of the Administrative Committee or the SEVP-HR
shall be final and binding unless the Board of Directors should determine
otherwise.

         

        


      

      
        
          	
                  7.2  

                	
                  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.

         

        


      

      
        
          	
                  7.3 
        

                	
                  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.

         

        


      

      
        
          	
                  7.4 
        

                	
                  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.

         

        


      

      
        
          	
                  7.5    

                	
                  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.  A modification may affect
present and future Participants.   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 and, if applicable, 4 Years of Participation, 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, a
Participant's benefit shall be computed as if the Participant had realized a
Termination of Employment as of the date of termination of the Plan or of his or
her Agreement; provided further, however, a Participant's service subsequent to
Plan/Agreement termination shall be recognized for purposes of reducing or
eliminating the Age discount provided for by Section 3.1(d).  No amendment, including
an amendment to this Section 7.5, 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 7.5, 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 realized a Termination of 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 realized a Termination of
Employment at such time.  Any amendment which reduces a 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.

         

        


      

      
        
          	
                  7.6  
       

                	
                  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 AT&T or any
AT&T affiliate as a result of debt incurred in the ordinary course of the
employment relationship between the Participant and the AT&T company, then,
annually, up to $5,000 of the payments remaining to be made to the Participant
or his or her Beneficiary or both, may, at the discretion of the SEVP-HR, be
reduced by the amount of such indebtedness; provided, however, that the
reduction must be made at the same time and in the same amount as the debt
otherwise would have been due and collected from the Participant or his or her
Beneficiary; provided, further, 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.

         

        


      

      
        
          	
                  7.7 
        

                	
                  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 Participant, 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.

         

        


      

      8.                  
Miscellaneous.

       

      
        
          	
                  8.1 
        

                	
                  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.

         

        


      

      
        
          	
                  8.2 
        

                	
                  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.

         

        


      

      
        
          	
                  8.3 
        

                	
                  Notice.

                


        

         

        


      

      
        Any
notice required or permitted to be given to the Administrative Committee or the
SEVP-HR 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 SEVP-HR.  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.

         

        


      

      
        
          	
                  8.4  
        

                	
                  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.

         

        


      

      
        
          	
                  8.5 
        

                	
                  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").

      

       

      



      
        
           


        

        
           


          
            

          

        

        
           


          
            Attachment A


          

        

      


      LUMP SUM DISTRIBUTION
AGREEMENT

      


      This Lump
Sum Distribution Agreement is made as of the ____ day of ______________, ____ by
and between AT&T Inc.
(“AT&T” or the
“Company”) and _______________(“Participant”).  Unless otherwise
indicated herein, capitalized words used herein shall have the same meaning
ascribed to such words in the 2005 Supplemental Employee Retirement Plan (the
“Plan” or “SERP”).

      


      WHEREAS,
Participant is a Participant in the Plan, which is sponsored by the
Company;

       

      WHEREAS,
pursuant to the Plan, Participant executed an Agreement, governing Participant’s
benefits in the Plan;

       

      WHEREAS,
Participant’s Agreement provides for the distribution of his benefits in the
form of a lump sum, payable one hundred percent (100%) upon the six (6) month
anniversary of his Termination of Employment provided that Participant is age
sixty (60) or older as of the date of his Termination of Employment and
Participant agrees not to compete with an Employer Business;

       

      NOW,
THEREFORE, the parties hereto, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, hereby agree as
follows:

       

      
        	
                1.  

              	
                If
      Participant is age sixty (60) or over as of the date of his Termination of
      Employment, Company shall pay to

              


      

      Participant his benefits under the Plan
in the form of a lump sum distribution, one hundred percent (100%) of which
shall be paid upon the six (6) month anniversary of Participant’s Termination of
Employment.

       

      
        	
                2.  

              	
                In
      exchange for the right to receive the payment described in Paragraph 1,
      above, Participant acknowledges and agrees that he shall not, without the
      written consent of Company, within three (3) years after Termination of
      Employment, engage in competition with AT&T or with any business with
      which AT&T or a subsidiary of AT&T or an affiliated company has a
      substantial interest (collectively referred to herein as "Employer
      business").  For purposes of this Lump Sum Distribution
      Agreement, engaging in competition with any Employer business shall mean
      Participant’s engaging 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,
      it is hereby specifically agreed that 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.  Participant hereby specifically
      agrees not to engage in any such conduct.  Participant also
      specifically agrees that a breach of this provision would result 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 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.

       

      
        	
                3.  

              	
                Participant
      acknowledges and agrees that he shall promptly return to the Company and
      forfeit all consideration previously received pursuant to this Lump Sum
      Distribution Agreement, specifically the payment referred to in Paragraph
      1, if he engages in competition with an Employer business in
      violation of the provisions of Paragraph
2.

              


      

       

      
        	
                4.  

              	
                Participant
      may submit a description of any proposed activity in writing to AT&T and AT&T shall
      advise

              


      

      Participant in writing within
fifteen (15) business days whether such proposed activity would constitute
engaging in competition with an Employer business, within the meaning of this
Lump Sum Distribution Agreement.

       

      
        	
                5.  

              	
                It
      is hereby specifically agreed that the terms of this Lump Sum Distribution
      Agreement shall be kept strictly confidential and that neither party
      shall, except as necessary for performance of the terms hereof or as
      specifically required by law, disclose the existence of this Lump Sum
      Distribution Agreement or any of its terms to third persons without the
      express consent of the other party.

              


      

       

      
        	
                6.  

              	
                Participant agrees that for any
      breach or threatened breach of any of the provisions of this Lump Sum
      Distribution Agreement by Participant, the Company shall have no adequate
      legal remedy, and in addition to any other remedies available, including
      the repayment and forfeiture remedies described in Paragraph 3, a
      restraining order and/or an injunction may be issued against
      Participant to prevent or
      restrain any such breach.

              


      

       

      
        	
                7.  

              	
                Any
      notice required hereunder to be given by either party will be in writing
      and will be deemed effectively given upon personal delivery to the party
      to be notified, or five (5) days after deposit with the United States Post
      Office by certified mail, postage prepaid, to the other party at the
      address set forth below, or to such other address as either party may from
      time to time designate by ten (10) days advance written notice pursuant to
      this Paragraph.

              


      

       

      
        	
                8.  

              	
                In
      the event any provision of this Lump Sum Distribution Agreement is held
      invalid, void, or unenforceable, the same shall not affect in any respect
      whatsoever the validity of any other provision of this Lump Sum
      Distribution Agreement, except that should any part of the non-compete
      provisions of Paragraph 2 of this Agreement be held invalid, void, or
      unenforceable as applicable to and as asserted by Participant, this Lump
      Sum Distribution Agreement, at the Company's option, may be declared by
      the Company null and void.  If this Lump Sum Distribution
      Agreement is declared null and void by Company pursuant to the provisions
      of this Paragraph, Participant shall return to Company all consideration
      previously received pursuant to this Lump Sum Distribution
      Agreement.

              


      

       

      


       

       

      AT&T
Inc.

       

      


      


      


      
                                                                                                                                                                         


      By:
Senior Executive Vice

      President-Human Resources

      175 E. Houston Street

      San Antonio,
Texas 78205

      


      


                                                                                                                                                                             


      Date                                                                           Date


      
        
           


        

        
           


          
            

          

        

        
           


          
            Attachment B


          

        

      


      “Immediate
Annuity Value of any AT&T or affiliate Qualified Pensions” shall
mean:

      


      
        The
annual amount of annuity payments that would be paid out of the qualified
defined benefit pension plan sponsored by AT&T or an AT&T affiliate in
which the Participant participates on a single life, level payment annuity basis
assuming payment of such qualified defined benefit pension plan benefit
commenced immediately upon the Participant’s Termination of Employment,
notwithstanding the form of payment of such qualified defined benefit pension
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 qualified defined benefit pension plan benefit.

         

        


      

      
        


         

        


      

      



      
        
           


        

        
           


          
            

          

        

        
           


          
            Attachment C


          

        

      


      
        Immediate
Annuity Value of SRIP. "Immediate Annuity Value of SRIP" shall
mean

         

        


      

      
        An
objectively determined amount as of December 31, 2008 equal to the annual amount
of a level payment, single life with 10 year certain annuity benefit that would
be paid to the Participant pursuant to the SRIP as it exists on December 31,
2008 assuming the Participant became eligible to receive a distribution of
benefit payments under the SRIP on December 31, 2008, applying the Participant’s
Final Average Earnings and Years of Service (both as defined in the SRIP) as of
December 31, 2004 and the Participant’s age as of December 31, 2008,
notwithstanding the form of payment of the SRIP benefit that would actually be
made to the Participant (i.e., joint and survivor annuity, lump sum, etc.) and
notwithstanding the actual commencement date of the payment of such SRIP
benefit.

         

        


      

      
        


         

        


      

      
        


         

        


      

      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Attachment D


          

        

      


      
        Attachment D to the AT&T
2005 Supplemental Employee Retirement Plan

         

        


      

      
        Immediate
Annuity Value of any AT&T or AT&T affiliate Non-Qualified Pensions other
than SERP.  "Immediate Annuity Value of any AT&T or
AT&T affiliate Non-Qualified Pensions other than SERP" shall mean with
respect to a Participant, any one or more of the following, as
applicable:

         

        


      

      
        1.           For
a Participant who is a participant in (or otherwise has a benefit in) the
AT&T Pension Benefit Make Up Plan No. 1  (“PBMU No. 1”), the
AT&T Pension Benefit Make Up Plan No. 2 (“PBMU No. 2”), the AT&T Inc.
Management Mid-Career Hire Plan (the “Mid-Career Plan”), the Cingular Wireless
SBC Executive Transition Pension Make Up Plan (the “Cingular Plan”) and/or the
Pacific Telesis Group Executive Supplemental Cash Balance Pension Plan (“PTG
Plan”) and is a Participant in the Plan on December 31, 2008:

         

        


      

      An
objectively determined amount as of December 31, 2008 equal to the annual amount
of a level payment, single life annuity benefit that would be paid to the
Participant pursuant to the PBMU No. 1, the PBMU No. 2, the Mid-Career Plan, the
Cingular Plan, and/or the PTG Plan, as applicable, as they exist on December 31,
2008 assuming the Participant became eligible to receive a distribution of
benefit payments under the PBMU No. 1, the PBMU No. 2, the Mid-Career Plan, the
Cingular Plan, and/or the PTG Plan, as applicable, on December 31, 2008,
notwithstanding the form of payment of the benefit that would actually be made
to the Participant pursuant to the PBMU No. 1, the PBMU No. 2, the Mid-Career
Plan, the Cingular Plan, and/or the PTG Plan, (i.e., 10-year certain annuity,
lump sum, etc.) and notwithstanding the actual commencement date of the payment
of such PBMU No. 1, PBMU No. 2, the Mid-Career Plan, the Cingular Plan, and/or
PTG Plan benefit.

       

      
        2.           For
a Participant who is a participant in (or otherwise has a benefit in) the PBMU
No. 1, the PBMU No. 2, the Mid-Career Plan, the Cingular Plan, and/or the PTG
Plan and has a SERP Effective Date after December 31, 2008:

         

        


      

      An
objectively determined amount as of the Participant’s SERP Effective Date equal
to the annual amount of a level payment, single life annuity benefit that would
be paid to the Participant pursuant to the PBMU No. 1, the PBMU No. 2, the
Mid-Career Plan, the Cingular Plan, and/or the PTG Plan, as applicable, as they
exist on the Participant’s SERP Effective Date assuming the Participant became
eligible to receive a distribution of benefit payments under the PBMU No. 1, the
PBMU No. 2, the Mid-Career Plan, the Cingular Plan, and/or the PTG Plan, on his
or her SERP Effective Date, notwithstanding the form of payment of the benefit
that would actually be made to the Participant pursuant to the PBMU No. 1, the
PBMU No. 2, the Mid-Career Plan, the Cingular Plan, and/or the PTG Plan (i.e.,
10-year certain annuity, lump sum, etc.) and notwithstanding the actual
commencement date of the payment of such PBMU No. 1, PBMU No. 2, the Mid-Career
Plan, the Cingular Plan, and/or PTG Plan benefit.

       

      
        3.           For
a Participant who is a participant in (or otherwise has a benefit in) the
BellSouth Corporation Supplemental Executive Retirement Plan (the “BellSouth
Plan”) and is a Participant in the Plan on December 31, 2008:

         

        


      

      
        An
objectively determined amount as of December 31, 2008 equal to the annual amount
of a level payment, single life annuity benefit that would be paid to the
Participant pursuant to the BellSouth Plan as it exists on December 31, 2008
assuming the Participant became eligible to receive a distribution of benefit
payments under the BellSouth Plan on December 31, 2008, but applying the
Participant’s age and years of service as if the Participant remained employed
through the fourth anniversary of his or her SERP Effective Date and the
Participant’s Included Earnings (as defined in the BellSouth Plan) as of
December 31, 2008, notwithstanding the form of payment of the BellSouth Plan’s
benefit that would actually be made to the Participant (i.e., joint and survivor
annuity, lump sum, etc.) and notwithstanding the actual commencement date of the
payment of such BellSouth Plan benefit.

         

        


      

      
        4.           For
a Participant who is a participant in (or otherwise has a benefit in) the
BellSouth Plan and has a SERP Effective Date after December 31,
2008:

         

        


      

      An
objectively determined amount as of the Participant’s SERP Effective Date equal
to the annual amount of a level payment, single life annuity benefit that would
be paid to the Participant pursuant to the BellSouth Plan as it exists on the
Participant’s SERP Effective Date assuming the Participant became eligible to
receive a distribution of benefit payments under the BellSouth Plan on his or
her SERP Effective Date (applying the Participant’s age, years of service and
Included Earnings (as defined in the BellSouth Plan) as of the Participant’s
SERP Effective Date), notwithstanding the form of payment of the BellSouth
Plan’s benefit that would actually be made to the Participant (i.e., joint and
survivor annuity, lump sum, etc.) and notwithstanding the actual commencement
date of the payment of such BellSouth Plan benefit.

       

      
        5.           For
a Participant who is a participant in (or otherwise has a benefit in) the
AT&T Corp. Long Term Disability and Survivor Protection Plan (“LTDSPP”) and
is entitled to a nonqualified defined benefit from the LTDSPP, the AT&T
Corp. Excess Benefit and Compensation Plan, (“Excess Plan”), and/or the AT&T
Corp. Non-Qualified Pension Plan (“NQPP”) and is a Participant in the Plan on
December 31, 2008 (the Participant’s election as to the time and form of
benefits under these plans is identical to such election under this
Plan):

         

        


      

      
        The
benefit payments paid pursuant to the LTDSPP (nonqualified defined benefit
only), Excess Plan, and/or the NQPP, as applicable, commencing at the actual
time and pursuant to the actual form such benefit payments are made from the
LTDSPP, Excess Plan, and/or the NQPP, as applicable.

         

        


      

      
        6.           For
a Participant who is a participant in (or otherwise has a benefit in) the LTDSPP
and is entitled to a nonqualified defined benefit from the LTDSPP, the Excess
Plan, and/or the NQPP and has a SERP Effective Date after December 31,
2008:

         

        


      

      An
objectively determined amount as of the Participant’s SERP Effective Date equal
to the annual amount of a level payment, single life annuity benefit that would
be paid to the Participant pursuant to the LTDSPP (nonqualified defined benefit
only), the Excess Plan, and/or the NQPP, as applicable, as they exist on the
Participant’s SERP Effective Date assuming the Participant became eligible to
receive a distribution of benefit payments under the AT&T Corp. LTDSPP
(nonqualified defined benefit only), the Excess Plan, and/or the NQPP, on his or
her SERP Effective Date, notwithstanding the form of payment of the benefit that
would actually be made to the Participant pursuant to the LTDSPP (nonqualified
defined benefit only), the Excess Plan, and/or the NQPP (i.e., 10-year certain
annuity, lump sum, etc.) and notwithstanding the actual commencement date of the
payment of such the AT&T Corp. LTDSPP (nonqualified defined benefit only),
the Excess Plan, and/or the NQPP benefit.

       


      
        
           


        

        
           


          
            

          

        

        
           


          
            Attachment E


            


            


            


            


          

        

      


      Attachment
E applies with respect to any Participant who:

      


      
        	
                ·  

              	
                Became
      a Participant in the 2005 AT&T Supplemental Executive Retirement Plan
      on or before December 31, 2008;

              


      

      
        	
                ·  

              	
                Is
      a participant in the BellSouth Corporation Supplemental Executive
      Retirement Plan; and

              


      

      
        	
                ·  

              	
                Attained
      the age of fifty-four (54) on or before March 1, 2007;
  and

              


      

      
        	
                ·  

              	
                Realizes
      a Termination of Employment on or after January 1,
  2009.

              


      

      


      Upon
Termination of Employment, such Participant’s Plan benefit shall equal the
greater of his or her benefit determined in accordance with Section 3 of the
Plan or this Attachment E.

      


      A.           Definitions.  Solely
for purposes of this Attachment E, the following words shall have the meanings
as provided in this Attachment E.  Any other capitalized word, not
otherwise defined in this Attachment E, shall have the meaning as provided in
Section 2 of the Plan.

      


      
        	
                1.

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

              


      

      


      
        	
                2.

              	
                The
      term “Attachment
      E Participant” shall mean any Participant to whom Attachment E
      applies as described in the first paragraph of this Attachment
      E.

              


      

      


      
        	
                3.

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

              


      

      


      
        	
                4.

              	
                The
      term "Included
      Earnings" shall mean the 12 month average of the sum of (1) the
      last sixty (60) months of base pay, plus (2) the Annual Bonus Awards
      payable during or after that sixty (60) month period; provided, however,
      Included Earnings shall not include base pay or Annual Bonus Awards earned
      after March 1, 2011.  The amounts of base pay and other payments
      used to determine Included Earnings as described above include all amounts
      during the specified period including those amounts previously deferred
      pursuant to other plans.  If an Attachment E Participant
      terminates employment while eligible for a benefit under this Attachment E
      and thereafter receives Included Earnings, these additional Included
      Earnings shall be deemed to have been paid as of the date of the
      Attachment E Participant’s Termination of Employment, and the amount of
      benefit payable under this Attachment E shall be corrected
      accordingly.

              


      

      


      
        	
                5.

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

              


      

      


      


      
        	
                6.

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

              


      

      


      
        	
                7.

              	
                The
      term "Standard
      Annual Bonus" shall mean the Attachment E Participant’s Target
      Award under the AT&T 2006 Incentive Plan or the AT&T Short Term
      Incentive Plan and for periods of time prior to the Attachment E
      Participant’s participation in the AT&T 2006 Incentive Plan or the
      AT&T Short Term Incentive Plan, Standard Annual Bonus shall mean an
      amount determined by applying a target percentage of an Attachment E
      Participant’s base pay rate as determined by the annual compensation plan
      and the Attachment E Participant’s job or pay
  grade.

              


      

      


      
        	
                8.

              	
                The
      term "Vesting
      Service Credit", except as expressly limited or otherwise provided
      in this Attachment E or under an individual Attachment E Participant’s
      employment-related agreement with the Company, shall have the same meaning
      as is attributed to such term under the Pension Plan and shall be
      interpreted in the same manner as that term is interpreted for purposes of
      the Pension Plan; provided, however, Vesting Service Credit shall not
      include any period of time on or after March 1,
  2011.

              


      

      


      B.           Benefit
Amount.  An Attachment E Participant’s benefit under this
Attachment E shall be determined as follows:

      


      The
aggregate annualized benefit of each Attachment E Participant shall be
determined by adding the sum of two percent (2%) of Included Earnings for each
year of the Attachment E Participant's Vesting Service Credit for the first
twenty years, plus one and one-half percent (1.5%) of Included Earnings for each
year of the Attachment E Participant's Vesting Service Credit for the next ten
years, plus one percent (1%) of Included Earnings for each year of the
Attachment E Participant's Vesting Service Credit for each additional year up to
the month in which the Attachment E Participant retires less (1) 100% of the
Primary Social Security benefit payable at age 65, (2) 100% of the retirement
benefit (unreduced for survivor annuity) payable from the Pension Plan (as
defined below), and (3) 100% of the benefit payable from the BellSouth
Corporation Supplemental Executive Retirement Plan (as defined
below).

      


      a.           The
benefit reduction to be applied for the benefit payable from the Pension Plan
shall be the amount of such benefit that would be payable on the date that
benefits are eligible to be paid (or become payable) under the Plan, or, if
earlier, March 1, 2011 (regardless of the Attachment E Participant’s actual
pension commencement date under the Pension Plan) and determined assuming that
the Attachment E Participant elected a single life annuity (regardless of the
actual form of benefit elected under the Pension Plan).

      


      The
benefit reduction to be applied for the benefit payable from the BellSouth
Corporation Supplemental Executive Retirement Plan shall be an objectively
determined amount as of December 31, 2008 equal to the annual amount of a level
payment, single life annuity benefit that would be paid to the Attachment E
Participant pursuant to the BellSouth Supplemental Executive Retirement Plan as
it exists on December 31, 2008 assuming the Attachment E Participant became
eligible to receive a distribution of benefit payments under the BellSouth
Supplemental Executive Retirement Plan on December 31, 2008, but applying the
Attachment E Participant’s age and years of service as of March 1, 2011 and the
Attachment E Participant’s Included Earnings as of December 31, 2008,
notwithstanding the form of payment of the BellSouth Supplemental Executive
Retirement Plan’s benefit that would actually be made to the Attachment E
Participant (i.e., joint and survivor annuity, lump sum, etc.) and
notwithstanding the actual commencement date of the payment of such BellSouth
Supplemental Executive Retirement Plan benefit.

      


      


      b.           The
benefit amount determined in accordance with this Attachment E (expressed as an
annuity) at the time of the Attachment E Participant’s Termination of Employment
shall not be less than the benefit that would have been payable to the
Attachment E Participant if the Attachment E Participant had a Termination of
Employment on any prior December 31 (using pay, service, offsets and all factors
applicable on the previous dates and assuming an immediate benefit
commencement).

      


      c.           The
benefit amount determined in accordance with this Attachment E shall be reduced
(before the offset for benefits under the Pension Plan) by one-quarter percent
(0.25%) for each calendar month or part thereof by which the Attachment E
Participant’s Termination of Employment precedes his or her 62nd
birthday.