ex10jj.htm


    Exhibit
10-jj

    


    


    


    


    AT&T PENSION
BENEFIT

    MAKE UP PLAN NO.
1

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Effective:  January
1, 2005

    Revised
September 1, 2005

    Amended
and Restated December 31, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    AT&T PENSION BENEFIT
MAKE UP PLAN NO. 1

    


    


    SECTION
1:  Purpose and History

    


    1.1.           Purpose. The primary
purpose of the AT&T Pension Benefit Make Up Plan No. 1 (the “Plan”) is to
supplement the benefits a Participant is entitled to receive under a pension
plan that is qualified under Code Section 401(a) and is sponsored by AT&T
Inc. (“AT&T” or the “Company”) or one of its Subsidiaries (collectively, the
“Pension Plans”).  This Plan recognizes compensation earned by an
individual who is eligible to participate in this Plan as provided in Section 2
(a “Participant”) that is not recognized in the determination of benefits under
the Participant’s Pension Plan, and this Plan is intended to make up benefits
that would otherwise be lost because of such Pension Plan
limitations.

    


    The Plan
is intended to provide deferred compensation benefits by recognizing
compensation earned by a Participant that is in excess of the amount that is
recognized under Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended (the “Code”), and to provide benefits to the extent such Participant’s
Pension Plan benefits are limited by the provisions of Code Section
415.

    


    1.2.           History.  The
Plan is effective as of January 1, 2005, and constitutes an amendment
and  restatement of the plans listed in Attachment A (the “Predecessor
Plans”).  AT&T and companies whose equity interests are owned
100%, directly or indirectly, by AT&T (“Subsidiary”) sponsored the
Predecessor Plans for the benefit of their respective eligible
employees.  No additional benefits shall accrue under the Predecessor
Plans after December 31, 2004, and benefits of Participants who terminate
employment on or after January 1, 2005 shall be paid solely under this
Plan.  The Predecessor Plans were intended to supplement participants’
Pension Plan benefits by (i) recognizing compensation that is not eligible to be
recognized for purposes of calculating Pension Plan benefits, either as a result
of statutory limitations or Pension Plan limitations, and/or (ii) providing
benefits in excess of the limitations of Code Section 415.  This Plan
is intended to aggregate all of such Predecessor Plans and provide substantially
similar benefits, on a going forward basis.  Further, this Plan is
intended to satisfy the requirements of Code Section 409A, effective with
respect to amounts deferred after December 31, 2004.   During the
period from January 1, 2005 to December 31, 2008, the Plan has been operated in
good faith compliance with the provisions of Code Section 409A, Internal Revenue
Service Notice 2005-1, and the final Treasury Regulations for Code Section 409A,
and any other generally applicable guidance published in the Internal Revenue
Service Bulletin with an effective date prior to January 1, 2009.  On
or after January 1, 2009, this Plan shall be interpreted and construed
consistent with the requirements of Code Section 409A and all applicable
guidance issued thereunder.

    


    SECTION
2:  Eligibility and Participation

    


    2.1.           Eligibility. Benefit
accrual in this Plan is limited to each employee of any Subsidiary of AT&T
who:

    


    
      	
                     
      (a)  

            	
              participates
      in a Pension Plan;

            


    

     

    
      	
                     
      (b)  

            	
              is
      a General Management level or above
employee;

            


    

     

    
      	
                     
      (c)  

            	
              is
      not eligible for benefits under the 2005 AT&T Supplemental Employee
      Retirement Plan; and

            


    

     

    
      	
                    
      (d)  

            	
              receives
      types of compensation that are used to determine the employee’s Pension
      Plan benefit (e.g., base salary or short term incentive compensation) in
      any calendar year, but that compensation is not recognized for purposes of
      determining such employee’s Pension Plan benefit, or whose Pension Plan
      benefit is limited by Code Section
415.

            


    

     

    
      	
                    
      (e)  

            	
              is
      not an employee of a company acquired by AT&T on or after September 1,
      2005 unless designated as eligible by AT&T’s highest ranking officer
      specifically responsible for human resource matters; provided, however,
      effective January 1, 2009, this section 2.1(e) shall not apply to any
      employee who satisfies the eligibility provisions of this section 2.1 (a),
      (b), (c), and (d) and is employed by AT&T Inc. or any of its
      Subsidiaries on or after January 1, 2009, other than an employee who is a
      participant in the BellSouth Corporation Supplemental Executive Retirement
      Plan, the AT&T Corp. Nonqualified Pension Plan, or the AT&T Corp.
      Excess Pension Plan.

            


    

     

    2.2.           Construction of Eligibility
Provisions. The eligibility provisions of Section 2.1, above, shall be
interpreted in the broadest possible sense in order that this Plan can recognize
all base salary and short term incentive compensation, whenever earned, for the
purpose of making up any benefit that would otherwise be lost due to the fact
that the Pension Plan is unable to recognize any such compensation in
determining retirement benefits.

    


    2.3.           Loss of Eligibility.
In the event that any Participant ceases to satisfy the eligibility conditions
of Section 2.1, such Participant shall nevertheless continue to be eligible to
receive benefits under this Plan, however, no additional benefits shall accrue
under the Plan unless and until he or she shall re-attain eligibility
hereunder.

    


    2.4.           Ineligible Participant
.  Notwithstanding any other provision of this Plan to the
contrary, if any Participant is determined not to be “in a select group of
management or highly compensated employees” within the meaning of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or the regulations
thereunder, such Participant shall not be eligible to continue to accrue a
benefit under this Plan on or after such date to the extent benefits hereunder
are attributable to compensation in excess of the amount under Code Section
401(a)(17) and not attributable to the limitations imposed by the provisions of
Code Section 415.

    


    2.5           No Duplication of
Benefits.  Notwithstanding any provision of this Plan to the
contrary, if a Participant ceases to accrue benefits under this Plan and becomes
eligible to receive the equivalent of his/her benefit under this Plan pursuant
to the Pension Benefit Make Up Plan No. 2, to the extent such benefit is paid
pursuant to such other plan, no duplication of such payment shall be made
pursuant to this Plan.

    


    SECTION 3:  Amount
of Plan Benefits

    


    3.1.           Amount of Plan
Benefits. Subject to the terms and conditions of the Plan, the Plan
benefits payable to, or on account of, a Participant under the Plan as of any
date shall be an amount equal to:

    


    (a)           the
amount of the Participant’s benefit under the Pension Plan in which he or she
participates on the date of his or her termination of employment that would have
been payable to or on account of the Participant under such Pension Plan as of
that date, determined without regard to the limitations imposed by either Code
Section 401(a)(17) or 415 and determined as if all types of compensation that
are used to determine the employee’s Pension Plan benefit (e.g., base salary and
short-term incentive compensation that the Participant is eligible to receive)
were recognized for purposes of calculating such amount;

    


    REDUCED
BY

    


    (b)           the
amount of the Participant’s benefit actually paid under the Pension Plan in
which he participates on the date of his termination of employment.

    


    The
amount determined under subsection (a), above, shall be calculated in the same
manner that is used for calculating the amount under subsection (b), using the
benefit calculation methodology and the factors in effect under such Pension
Plan as of the date of his termination of employment; the only difference being
the amount of compensation used for calculating such amount.

    


    3.2.           Participants in Predecessor
Plans. If a Participant participated in one or more Predecessor Plans
prior to becoming a Participant under this Plan, benefits under this Plan shall
be no less than the benefits accrued under the Predecessor Plans, and the
benefits under this Plan shall be in lieu of all benefits otherwise payable to
him under the Predecessor Plans.

    


    


    SECTION
4:  Payment of Plan Benefits

    


    4.1           Distribution of Plan
Benefits.  Benefits hereunder shall be calculated and
distributed upon a Participant’s termination of employment; provided, however,
distribution of Plan benefits of any Participant who is also a participant in
the 2005 AT&T Supplemental Executive Retirement Plan shall commence on the
sixth month anniversary of such Participant’s termination of
employment.

    


    4.2.           Form of Plan
Benefits. Benefits hereunder shall be paid in the form of a lump sum;
provided, however, if the amount of the Participant’s lump sum benefit exceeds
$50,000 as of his termination of employment, the Plan benefit shall be paid in
monthly installments over a period of ten (10)
years.  .Notwithstanding the foregoing, with respect to any
Participant who, prior to termination of employment ceases to satisfy the
eligibility conditions of Section 2.1, the form of such Participant’s benefit
(lump sum or ten (10) year monthly annuity) shall be determined as of the date
such Participant ceases to satisfy the eligibility conditions of Section
2.1.

    


    If benefits are distributed in the form
of a monthly annuity for ten (10) years, the monthly payments shall be
calculated in the same manner that a financial institution would calculate the
monthly payments for a 10-year fixed interest loan.

    


    Nothwithstanding any other provision of
this Plan, the benefits of any Participant who was a participant in and accrued
benefits under the Cingular Wireless SBC Executive 2005 Transition Pension Make
Up Plan (which is a Predecessor Plans) shall have their benefits distributed
exclusively in a lump sum.

    


    4.3           Converting Form of
Benefit.  For all purposes under the Plan, the lump sum benefit
and ten year monthly installment form of benefit shall be the actuarially
determined equivalent of one another, as determined by the Plan Administrator in
the Plan Administrator’s complete and sole discretion, and the amount of such
benefits under the Plan shall be determined on the basis of the Participant’s
age and the rates, tables, and factors which would be utilized to determine such
benefit under the Pension Plan as of the date required for making such
determination..

    


    SECTION
5:  General and Administrative Provisions

    


    5.1.           Plan Administration.
The Company shall be the Plan Administrator of the Plan.  The Plan
Administrator’s responsibilities hereunder shall be carried out by its Senior
Executive Vice President responsible for Human Resources matters.  The
authority to control and manage the operation and administration of the Plan
shall be vested in the Plan Administrator. The Plan Administrator has the
exclusive right and discretion to construe, interpret and apply the provisions
of the Plan and the entitlement to benefits under the Plan in accordance with
its terms. The Plan Administrator may establish, adopt or revise such rules and
regulations as the Plan Administrator may deem necessary or advisable for the
administration of the Plan.  Any decision made by the Plan
Administrator on any matter within  the Plan Administrator’s
discretion is conclusive, final and binding on all persons, and not subject to
further review. The Benefit Plan Committee of the Company shall grant or deny
claims for benefits under the Plan and authorize disbursements. Adequate notice,
pursuant to applicable law and prescribed Company practices, shall be provided
in writing to any Participant or Beneficiary whose claim has been denied,
setting forth the specific reasons for such denial. The review and appeal
procedures for any Participant or Beneficiary whose claim has been denied shall
be the same as those procedures set forth in the Pension Plan under which such
Participant or Beneficiary is entitled to or received benefits.

    


    5.2.           Source of Benefits;
Unsecured Creditor. The obligations of the Company under the Plan are
solely contractual. Any amount payable under the terms of the Plan shall be paid
from the general assets of the Company or a
Subsidiary.  Alternatively, amounts payable under the terms of the
Plan may be paid from one or more trusts that the Company or a Subsidiary might
elect to establish, the assets of which will be subject to the claims of the
general creditors of the Company or the Subsidiary that created the
trust.  Participants and their beneficiaries shall have no legal or
equitable rights, interest, or claims in any property or assets of the Company
or any Subsidiary.  Any and all of the Company’s or a Subsidiary’s
assets shall be, and remain, the general, unpledged, unrestricted assets of the
Company or any such Subsidiary.  The Company’s or a Subsidiary’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise of the Company or any such Subsidiary to distribute cash under the Plan
in the future.  If a Participant's term of employment includes service
by two Subsidiaries or by the Company and one or more Subsidiaries, the Company
or Subsidiary which last employed the Participant shall be solely responsible
for the entire benefit payable under the Plan.

    


    5.3.           Notices. Any notice
or document required to be given to or filed with the Plan Administrator shall
be considered to be given or filed if delivered to the Plan Administrator or
mailed by registered mail, postage prepaid, to the Plan
Administrator.

    


    5.4.           Applicable Laws. The
Plan shall be construed and administered in accordance with the laws of the
State of Texas, to the extent that such laws are not preempted by ERISA or any
other laws of the United States of America.

    


    5.5.           Gender and Number.
Where the context requires, words in any gender shall include any other gender,
words in the singular shall include the plural and the plural shall include the
singular.

    


    5.6.           Benefits Determined as of
Termination of Employment . Except as otherwise specifically provided in
the Plan, the right to benefits under the Plan and the amount of benefits of a
Participant who has terminated or terminates employment with the Company or a
Subsidiary shall be determined in accordance with the provisions of the Plan as
in effect immediately prior to that termination of employment.

    


    5.7.           Benefits Under Predecessor
Plans.  Notwithstanding any provision of this Plan to the
contrary, nothing shall reduce or impair the interests of individuals with
respect to benefits that are being paid under a Predecessor Plan as of the
effective date of this Plan without the consent of the affected
Participant.  Notwithstanding any provision of this Plan to the
contrary, nothing shall reduce or impair the interests of individuals with
respect to benefits that are accrued under a Predecessor Plan as of the
effective date of this Plan without the consent of the affected Participant;
provided, however, benefits accrued as of December 31, 2004 under the terms of a
Predecessor Plan shall only be distributed and paid under the terms of Section 4
of this Plan.

    


    5.8.           Plan Not Contract of
Employment. The Plan does not constitute a contract of employment, and
nothing in the Plan or any action taken hereunder shall be construed as a
contract of employment or to give any employee or Participant the right to be
retained in the employ of the Company or a Subsidiary.

    


    5.9.           Benefits May Not Be Assigned
or Alienated. Benefits payable to, or on account of, any individual under
the Plan may not be voluntarily or involuntarily assigned, pledged, transferred,
mortgaged, alienated, conveyed in advance of actual receipt or otherwise
encumbered.  No such amounts shall be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separation
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.  Any such attempted assignments to transfer
shall be void.  Prior to the death of any Participant, no other person
shall have any rights under the Plan with respect to that
Participant.

    


    5.10.          Beneficiary Designation
.  Participants shall have the right to designate a Beneficiary
to receive their benefits under the Plan should such Participant die prior to
commencement of or complete distribution of benefits hereunder.  The
AT&T Rules for Beneficiary Designations as may hereafter be amended from
time to time (the “Rules”), which Rules are incorporated herein by this
reference, shall apply.  For purposes of this Plan, “Beneficiary”
shall mean any beneficiary designated by a Participant to receive his or her
benefits under this Plan in the event of the Participant’s death, or as
otherwise determined under the Rules to the extent the Participant fails to
designate a beneficiary.

    


    5.11.         Amendments and
Termination. The Plan may be amended or terminated at any time in
accordance with the provisions of the AT&T Schedule of Authorizations, as
amended from time-to-time, but such amendments or termination shall not
adversely affect the rights of any Participant, without his or her consent, to
any benefit payable under the Plan to which such Participant has previously
become entitled prior to the effective date of such amendment or
termination.

    


    5.12.         Tax Withholding. All
applicable federal, state and local taxes required by law to be withheld shall
be deducted from benefits paid under this Plan.

    


    5.13.         Offsets and
Overpayments.  If any overpayment is made by the Plan for any
reason, the Plan shall have the right to recover such
overpayment.  The Participant shall cooperate fully with the Plan to
recover any overpayment and provide any necessary information and required
documents.  If a Participant entitled to distribution of benefits
hereunder owes any amount to AT&T or any Subsidiary, such amount may be
withheld from benefits payable hereunder to satisfy such
obligation.  Any overpayment or Participant debt to AT&T or any
Subsidiary may be deducted from future benefits payable to or on behalf of the
Participant from this Plan.

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Attachment
A

          Predecessor
Plans

        

      

    


    


    


    
      	
              1.  

            	
              The AT&T Pension Benefit
      Make Up Plan No. 1, which is also the successor plan, effective
      January 1, 2000, to the SNET Pension Benefit Plan and, effective January
      1, 1999, to the Pacific Telesis Group Excess Benefit
  Plan.

            


    

     

    
      	
              2.  

            	
              Section 4.10.2 of the AT&T
      Pension Benefit Plan – Non-Bargained Program, which are the 415
      Excess Benefit Provisions of such
plan

            


    

     

    
      	
              3.  

            	
              The Ameritech Corporate
      Resource Supplemental Pension Plan, which is a successor to the
      Ameritech Senior Management Retirement and Survivor Protection Plan and
      was established by Ameritech Corporation effective as of January 1, 1986,
      which, in turn was an amendment, restatement and continuation of the
      following predecessor plans:  the Ameritech Management
      Supplemental Pension Plan, the Ameritech Senior Management Non-Qualified
      Pension Plan, the Ameritech Mid-Career Pension Plan, and the retirement
      and survivor benefit provisions of the Ameritech Senior Management Long
      Term Disability and Survivor Protection
Plan.

            


    

     

    
      	
              4.  

            	
              The
      Ameritech Management Supplemental Pension Benefit
  Plan

            


    

     

    
      	
              5.  

            	
              Effective
      January 1, 2009, The
      Cingular Wireless SBC Executive Transition Pension Make Up Plan and
      The Cingular Wireless SBC
      Executive 2005 Transition Pension Make Up
  Plan