ex10w.htm


    Exhibit 10-w

    


    


    


    


    


    


    


    


    


    


    1995
MANAGEMENT STOCK OPTION PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Plan
Effective:  January 1, 1996

    Revisions
Effective:  November 16, 2001


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AT&T
INC.

    1995
MANAGEMENT STOCK OPTION PLAN

    


    


    ARTICLE
1.  PURPOSE, DEFINITIONS AND EFFECTIVE DATE

    


    
      	
              1.1

            	
              Purpose.  The
      purpose of the 1995 Management Stock Option Plan ("Plan") is to promote
      the success and enhance the value of AT&T Inc. (the "Company") by
      linking the personal interests of the Employees of the Company and its
      Subsidiaries to the interests of the Company's shareowners, and by
      providing Employees with an additional incentive for outstanding
      performance.

            


    

    


    
      	
              1.2

            	
              Additional
      Definitions. In addition to definitions set forth elsewhere in the
      Plan, for purposes of the Plan:

            


    

    


    
      	
                   
      (a)  

            	
              "Cause"
      shall mean willful and gross misconduct on the part of a Participant that
      is materially and demonstrably detrimental to the Company or any
      Subsidiary as determined by the Company in its sole
      discretion.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Disability”
      shall mean absence of an Employee from work under the relevant Company or
      Subsidiary disability plan.

            


    

    


    
      	
               
      

            	
               (c)

            	
              "Employee"
      shall mean any employee of the Company or of one of the Company’s
      Subsidiaries.  Directors who are not otherwise employed by the
      Company or one of its Subsidiaries shall not be considered Employees under
      the Plan.

            


    

    


    
      	
               
      

            	
               (d)

            	
              "Exchange
      Act" shall mean the Securities Exchange Act of 1934, as amended, or any
      successor Act thereto.

            


    

    


    
      	
               
      

            	
               (e)

            	
              "Fair
      Market Value" shall mean the closing price on the New York Stock Exchange
      (“NYSE”) for Shares on the relevant date, or if such date was not a
      trading day, the next preceding trading date, all as determined by the
      Company.  A trading day is any day that the Shares are traded on
      the NYSE.  In lieu of the foregoing, the Committee may select
      any other index or measurement to determine the Fair Market Value of
      Shares under the Plan.

            


    

    


    
      	
               
      

            	
               (f)

            	
              "Option"
      shall mean the right to purchase one or more shares of the common stock of
      AT&T Inc. on the terms and conditions contained in this Plan, the
      rules of the Committee, and the terms of the Option.  “Awards”
      shall mean Options.

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Participant”
      shall mean an Employee or former Employee that participates in this
      Plan.

            


    

    


    
      	
               
      

            	
              (h)

            	
              "Retirement"
      shall mean the termination of a Participant's employment with the Company
      or one of its Subsidiaries, for reasons other than death, Disability or
      for Cause, on or after the date Participant has attained one of the
      following combinations of age and service at termination of employment on
      or after April 1, 1997, except as otherwise indicated
    below:

            


    

     

    
    

     

    
      
        
          	
                  Net Credited
    Service

                	
                  Age

                   

                
	
                  10 years or
      more

                	
                  65 or
      older 

                
	
                  20 years or
      more 

                	
                  55 or
      older 

                
	
                  25 years or
      more 

                	
                  50 or
      older 

                
	
                  30 years or
      more 

                	
                  Any
      age 

                


        

      

    

    


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

    


    In
determining whether a Participant's Termination of Employment under the Enhanced
Pension and Retirement Program ("EPR") is a Retirement as defined above, 5 years
shall be added to each of Age and Net Credited Service.

    


    


    
      	
               
      

            	
               (i)

            	
              "Rotational
      Work Assignment Company"("RWAC") shall mean any entity with which AT&T
      Inc. or any of its Subsidiaries may enter into an agreement to provide an
      employee for a rotational work
assignment.

            


    

    


    
      	
               
      

            	
               (j)

            	
              "Shares"
      or "Stock" or "Shares of Stock" shall mean the common stock of AT&T
      Inc.

            


    

    


    
      	
               
      

            	
               (k)

            	
              "Subsidiary"
      shall mean any corporation in which the Company owns directly, or
      indirectly through subsidiaries, more than fifty percent (50%) of the
      total combined voting power of all classes of Stock, or any other entity
      (including, but not limited to, partnerships and joint ventures) in which
      the Company owns more than fifty percent (50%) of the combined equity
      thereof.

            


    

    


    


    
      	
              1.3

            	
              Effective
      Date.  The Plan shall be effective on the date it is
      approved by the Company's Board of
Directors.

            


    

    


    



    ARTICLE
2.  ADMINISTRATION

    


    
      	
              2.1

            	
              The
      Committee.  The Plan shall be administered by a committee
      (the "Committee") which shall be the Human Resources Committee or any
      other committee appointed by the Board of Directors (the
      "Board").

            


    

    


    


    
      	
              2.2  

            	
              Authority of the
      Committee. The Committee shall have full power, except as
      limited by law

            


    

    and
subject to the provisions herein, in its sole and exclusive discretion: to grant
Awards; to select the recipients of Awards; to determine the eligibility of a
person to participate in the Plan or to receive a particular Award; to determine
the sizes and types of Awards; to determine the terms and conditions of such
Awards in a manner consistent with the Plan; to construe and interpret the Plan
and any agreement or instrument entered into under the Plan; to establish,
amend, or waive rules and regulations for the Plan's administration; and
(subject to the provisions of Article 5 herein) to amend the terms and
conditions of any outstanding Award to the extent such terms and conditions are
within the discretion of the Committee as provided in the
Plan.  Further, the Committee shall make all other determinations in
its discretion which may be necessary or advisable for the administration of the
Plan.

    


    References
to determinations or other actions by the Company, herein, shall mean actions
authorized by the Committee, the Chairman of the Board of the Company, the
Senior Executive Vice President of the Company in charge of Human Resources or
their respective successors or duly authorized delegates, in each case in the
discretion of such person.

    


    All
determinations and decisions made by the Company pursuant to the provisions of
the Plan, and all related orders and resolutions of the Board shall be final,
conclusive, and binding on all persons, including the Company, its stockholders,
Employees, Participants, and their estates and beneficiaries.

    


     

    


    ARTICLE 3.  SHARES
SUBJECT TO THE PLAN

    


    
      	
              3.1

            	
              Number of
      Shares.  Subject to adjustment as provided in Section 3.3
      Adjustments in
      Authorized Shares, herein, the total number of Shares of Stock for
      which Options may be granted under the Plan may not exceed 160,000,000
      Shares.  These Shares may be either authorized but unissued or
      reacquired Shares.  The Committee or the Board may amend this
      Plan to increase the number of authorized
  Shares.

            


    

    


    
      	
              3.2

            	
              Lapsed
      Options.  If any Option granted under the Plan is
      canceled, terminates, expires, or lapses for any reason, any Shares
      subject to such Option again shall be available for the grant of an Option
      under the Plan.

            


    

    


    
      	
              3.3

            	
              Adjustments in
      Authorized Shares.  In the event of a merger,
      reorganization, consolidation, recapitalization, separation, liquidation,
      stock dividend, stock split, share combination, or other change in the
      corporate structure of the Company affecting the Shares, such adjustment
      shall be made in the number and class of Shares which may be delivered
      under the Plan, and in the number and class of and/or price of Shares
      subject to outstanding Options granted under the Plan, as may be
      determined to be appropriate and equitable by the Committee, in its sole
      discretion, to prevent dilution or enlargement of rights; and provided
      that the number of Shares subject to any Option shall always be a whole
      number.

            


    

    


    
 

    ARTICLE 4.  STOCK
OPTIONS

    


    
      	
              4.1

            	
              Grant of
      Options.  Subject to the terms and provisions of the
      Plan, Options may be granted to such Employees, at such times and on such
      terms and conditions, as shall be determined by the Committee; provided,
      however, no Options may be granted after the 10th anniversary of the
      effective date of the Plan.  The Committee or the Board shall
      have discretion in determining the number of Options and the number of
      Shares subject to each Option granted to each
      Participant.  Without limiting the generality of the foregoing,
      the Committee shall have the authority to establish guidelines setting
      forth anticipated grant levels which correspond to various salary grades,
      salary ranges or the equivalent
thereof.

            


    

    


    
      	
              4.2

            	
              Form of
      Issuance.  Options may be issued in the form of a
      certificate or may be recorded on the books and records of the Company for
      the account of the Participant.  If an Option is not issued in
      the form of a certificate, then the Option shall be deemed granted upon
      issuance of a notice of the grant addressed to the
      recipient.  The terms and conditions of an Option shall be set
      forth in the certificate, in the notice of the issuance of the grant, or
      in such other documents as the Committee shall determine.  The
      Committee may require a Participant to enter into a written agreement
      containing terms and conditions relating to the Option and its
      exercise.

            


    

    


    
      	
              4.3

            	
              Option
      Price.  The Option Price for each grant of an Option
      shall be determined by the Committee; provided, however, that the minimum
      Option Price shall be one hundred percent (100%) of the Fair Market Value
      of a Share on the date the Option is granted.  If the Committee
      does not specify an Option Price then the Option Price shall be the Fair
      Market Value of a Share on the date the Option is
  granted.

            


    

    


    
      	
              4.4  

            	
              Duration of
      Options.  Each Option shall expire at such time as the
      Committee shall determine at the time of grant provided, however, that no
      Option shall be exercisable later than the tenth (10th) anniversary date
      of its grant.  In the event the Committee does not specify the
      expiration date of an Option, then such Option will expire on the tenth
      (10th)
      anniversary date of its grant, except as otherwise provided
      herein.  For options granted before June 29, 2001, the foregoing
      reference to “tenth (10th)
      anniversary” shall be replaced with “fifth (5th)
      anniversary”.

            


    

    


    
      	
              4.5

            	
              Vesting of
      Options.  Options shall vest at such times and under such
      terms and conditions as determined by the Committee provided, however,
      unless another vesting period is provided by the Committee at or before
      the grant of an Option, one-third of the Options will vest on each of the
      first three anniversaries of the grant; if one Option remains after
      equally dividing the grant by three, it will vest on the first anniversary
      of the grant, if two Options remain, then one will vest on each of the
      first two anniversaries.  The Committee shall have the right to
      accelerate the vesting of any Option; however, the Chairman of the Board
      or the Senior Executive Vice President-Human Resources, or their
      respective successors, or such other persons designated by the Committee,
      shall have the authority to accelerate the vesting of Options for any
      Employee who is not at that time an officer, director or ten percent
      beneficial owner, as those terms are defined under Section 16 of the
      Exchange Act.

            


    

    


    
      	
              4.6.

            	
              Exercise of
      Options.  Options granted under the Plan shall be
      exercisable at such times and be subject to such restrictions and
      conditions as the Committee or the Board shall in each instance approve,
      which need not be the same for each grant or for each Participant.
      Exercises of Options may be effected only on days and during the hours
      that the New York Stock Exchange is open for regular
      trading.  The Company may further change or limit the times or
      days Options may be exercised.  If an Option expires on a day or
      at a time when exercises are not permitted, then the Options may be
      exercised no later than the immediately preceding date and time that the
      Options were exercisable.

            


    

    


    
      	
               
      

            	
              Options
      shall be exercised by providing notice to the designated agent selected by
      the Company (if no such agent has been designated, then to the Company),
      in the manner and form determined by the Company, which notice shall be
      irrevocable, setting forth the exact number of Shares with respect to
      which the Option is being exercised and including with such notice payment
      of the Option Price.  When Options have been transferred, the
      Company or its designated agent may require appropriate documentation that
      the person or persons exercising the Option, if other than the
      Participant, has the right to exercise the Option.  No Option
      may be exercised with respect to a fraction of a
  Share.

            


    

    


    
      	
              4.7

            	
              Payment.  The
      Option Price shall be paid in full at the time of exercise.  No
      Shares shall be issued or transferred until full payment has been received
      therefor.

            


    

    


    Payment may be made:

    


    (a)            in
cash, or

    


    
      	
               
      

            	
              (b)

            	
              unless
      otherwise provided by the Committee at any time, and subject to such
      additional terms and conditions and/or modifications as the Committee or
      the Company may impose from time to time, and further subject to
      suspension or termination of this provision by the Committee or the
      Company at any time, by:

            


    

    


    
      	
               
      

            	
              (i)

            	
              delivery
      of Shares of Stock owned by the Participant in partial (if in partial
      payment, then together with cash) or full payment; provided, however, as a
      condition to paying any part of the Option Price in Stock, at the time of
      exercise of the Option, the Participant must establish to the satisfaction
      of the Company that the Stock tendered to the Company must have been held
      by the Participant for a minimum of six (6) months preceding the tender;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              if
      the Company has designated a stockbroker to act as the Company’s agent to
      process Option exercises, issuance of an exercise notice to such
      stockbroker together with instructions irrevocably instructing the
      stockbroker:  (A) to immediately sell (which shall include an
      exercise notice that becomes effective upon execution of a sell order) a
      sufficient portion of the Shares to pay the Option Price of the Options
      being exercised and the required tax withholding, and (B) to deliver on
      the settlement date the portion of the proceeds of the sale equal to the
      Option Price and tax withholding to the Company.  In the event
      the stockbroker sells any Shares on behalf of a Participant, the
      stockbroker shall be acting solely as the agent of the Participant, and
      the Company disclaims any responsibility for the actions of the
      stockbroker in making any such sales.  No Stock shall be issued
      until the settlement date and until the proceeds (equal to the Option
      Price and tax withholding) are paid to the
  Company.

            


    

    


    If payment is made by the delivery
of Shares of Stock, the value of the Shares delivered shall be equal to the Fair
Market Value of the Shares on the day preceding the date of exercise of the
Option.

    


    Restricted Stock may not be used to pay
the Option Price.

    


    


    


    
      	
              4.8  

            	
              Termination of
      Employment.  Unless otherwise provided by the Committee,
      the following limitations on exercise of Options shall apply upon
      termination of employment:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Termination by Reason
      of Death or Disability.  In the event the employment of a
      Participant is terminated by reason of death or Disability any outstanding
      Options granted to the Participant shall vest as of the date of
      termination of employment and may be exercised, if at all, no more than
      one (1) year following termination of employment, unless the Options, by
      their terms, expire earlier.  For options granted on and after
      May 1, 1997, the above referenced exercise period of “one (1) year” shall
      be “three (3) years.”

            


    

    


    
      	
               
      

            	
              (b)

            	
              Termination by
      Retirement.  In the event the employment of a Participant
      is terminated by reason of
Retirement:

            


    

    


    (i)           Upon
the Participant's termination of employment, all outstanding unvested Options
granted to the Participant shall vest as of the date of the Participant's
termination of employment; provided, however, this provision shall not apply to
a Participant who, as determined by AT&T, is an officer level employee for
compensation purposes unless the employee is age 55 or older at termination of
employment, nor shall this provision apply to a Participant who is an EPR
Terminee (as that term is defined in the AT&T Pension Benefit Plan or the
Ameritech Management Pension Plan); provided further, however, this vesting
provision shall not apply to an Option granted prior to September 28, 2001,
unless and except for those Options outstanding as of September 27, 2001, that
have an Option Price equal to or more than the Fair Market Value of Stock on
such date; and

     

    (ii)          Any
outstanding Options granted to the Participant which are vested as of the date
of termination of employment may be exercised, if at all, no more than three (3)
years following termination of employment, unless the Options, by their terms,
expire earlier.   For options granted on and after May 1, 1997,
the above referenced exercise period of “three (3) years” shall be “five (5)
years.”  If the Participant is Retirement eligible at the time the
Participant terminates employment by reason of death or disability (as defined
above) after March 31, 2000, then for purposes of this section, the Participant
shall be deemed to have terminated employment by reason of
Retirement.

     

    
      	
               
      

            	
              (c)

            	
              Termination of
      Employment for Other Reasons.  If the employment of a
      Participant shall terminate for any reason other than the reasons set
      forth in (a) or (b), above, and other than for Cause, all outstanding
      Options granted to the Participant which are vested as of the date of
      termination of employment may be exercised by the Participant within the
      period beginning on the effective date of termination of employment and
      ending three (3) months after such date, unless the Options, by their
      terms, expire earlier.  For options granted on and after May 1,
      1997 but before January 26, 2001, the above referenced exercise period of
      “three (3) months” shall be “one (1)
year.”

            


    

    


    
      	
               
      

            	
              (d)

            	
              Termination for
      Cause.  If the employment of a Participant shall
      terminate for Cause, all outstanding Options held by the Participant shall
      immediately terminate and be forfeited to the Company, and no additional
      exercise period shall be allowed.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Options not Vested at
      Termination.  Any outstanding Options not vested as of
      the effective date of termination of employment shall expire immediately
      and shall be forfeited to the
Company.

            


    

    


    
      	
              4.9

            	
              Transfers.  For
      purposes of the Plan, transfer of employment of a Participant between the
      Company and any one of its Subsidiaries (or between Subsidiaries) or
      between the Company or a Subsidiary and a RWAC, to the extent the term of
      employment at a RWAC is equal to or less than five (5) years, shall not be
      deemed a termination of employment under this Plan.  Provided,
      however termination of employment with a RWAC without a concurrent
      transfer to the Company or any of its Subsidiaries shall be deemed a
      termination of employment as that term is used in this
      Plan.  Similarly, termination of an entity’s status as a
      Subsidiary or as a RWAC shall be deemed a termination of employment of any
      Participants employed by such Subsidiary or
  RWAC.

            


    

    


    
      	
              4.10

            	
              Restrictions on
      Exercise and Transfer of Options. Unless otherwise provided by the
      Committee;

            


    

    


    
      	
               
      

            	
              (a)

            	
              During
      the Participant’s lifetime, the Participant’s Options shall be exercisable
      only by the Participant or by the Participant’s guardian or legal
      representative.  After the death of the Participant, except as
      otherwise provided by the Company’s Rules for Employee Beneficiary
      Designations, as the same may be amended from time to time, an Option
      shall only be exercised by the holder thereof (including, but not limited
      to, an executor or administrator of a decedent’s estate) or his or her
      guardian or legal representative.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      Option shall be transferable except: (a) in the case of the Participant,
      only upon the Participant’s death and in accordance with the Company’s
      Rules for Employee Beneficiary Designations, as the same may be amended
      from time to time; and (b) in the case of any holder after the
      Participant’s death, only by will or by the laws of descent and
      distribution.

            


    

    


    


    
      	
              4.11

            	
              Change in
      Control. Upon the occurrence of a Change in Control, unless
      otherwise determined by the Committee or the Board prior to such Change in
      Control, all Options held by Participants hereunder shall immediately
      become vested and exercisable, notwithstanding the provisions of Section
      4.6 Exercise of
      Options to the contrary.  A "Change in Control" shall be
      deemed to have occurred if (i) any "person" (as such term is used in
      Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or
      other fiduciary holding securities under an employee benefit plan of the
      Company or a corporation owned directly or indirectly by the shareowners
      of the Company in substantially the same proportions as their ownership of
      stock of the Company, is or becomes the "beneficial owner" (as defined in
      Rule 13d-3 under said Act), directly or indirectly, of securities of the
      Company representing twenty percent (20%) or more of the total voting
      power represented by the Company's then outstanding voting securities, or
      (ii) during any period of two (2) consecutive years, individuals who at
      the beginning of such period constitute the Board of Directors of the
      Company and any new Director whose election by the Board of Directors or
      nomination for election by the Company's shareowners was approved by a
      vote of at least two-thirds (2/3) of the Directors then still in office
      who either were Directors at the beginning of the period or whose election
      or nomination for election was previously so approved, cease for any
      reason to constitute a majority thereof, or (iii) the shareowners of the
      Company approve a merger or consolidation of the Company with any other
      corporation, other than a merger or consolidation which would result in
      the voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving entity) at least eighty
      percent (80%) of the total voting power represented by the voting
      securities of the Company or such surviving entity outstanding immediately
      after such merger or consolidation, or the shareowners of the Company
      approve a plan of complete liquidation of the Company or an agreement for
      the sale or disposition by the Company of all or substantially all the
      Company's assets.

            


    

    


    


    
      	
              4.12

            	
              Competition
      and Solicitation.  In the event a Participant directly or
      indirectly, engages in competitive activity, or has become associated
      with, employed by, controls, or renders service to any business that is
      engaged in competitive activity, with (i) the Company, (ii) any
      Subsidiary, or (iii) any business in which any of the foregoing have a
      substantial interest, or if the Participant attempts, directly or
      indirectly, to induce any employee of the Company or a Subsidiary to be
      employed or perform services elsewhere without the permission of the
      Company, then the Company may (i) cancel any Option granted to such
      Participant, whether or not vested, in whole or in part; and/or (ii)
      rescind any exercise of the Participant’s Options that occurred on or
      after that date six months prior to engaging in such activity, in which
      case the Participant shall pay the Company the gain realized or received
      upon such exercise of Options.  "Has become associated with"
      shall include, among other things, beneficial ownership of 1/10 of 1% or
      more of a business engaged in competitive activity.  The
      determination of whether a Participant has engaged in any such activity
      and whether to cancel Options and/or rescind the exercise of Options shall
      be made by AT&T, and in each case such determination shall be final,
      conclusive and binding on all
persons.

            


    

    


     

    


    ARTICLE
5.  AMENDMENT, MODIFICATION, AND TERMINATION

    


    
      	
              5.1

            	
              Amendment,
      Modification, and Termination.  The Committee or the
      Board, may at any time and from time to time, terminate, amend, or modify
      the Plan.

            


    

    


    
      	
              5.2

            	
              Awards Previously
      Granted.  No termination, amendment, or modification of
      the Plan shall in any material manner adversely affect any Option
      previously granted under the Plan, without the written consent of the
      Participant holding such Option.

            


    

    


     

    


    ARTICLE
6.  WITHHOLDING

    


    
      	
              6.1  

            	
              Tax
      Withholding.  Upon exercise of an Option, the Company
      shall withhold Shares sufficient in value, using the Fair Market Value on
      the date determined by the Company to be used to value the Shares for tax
      purposes, to satisfy the minimum amount of Federal, state, and local taxes
      required by law to be withheld as a result of such
    exercise.

            


    

    


    
      	
               
      

            	
              Any
      fractional share of Stock payable to a Participant shall be withheld as
      additional Federal withholding, or, at the option of the Company, paid in
      cash to the Participant.

            


    

    


    
      	
               
      

            	
              Unless
      otherwise determined by the Committee, when the method of payment for the
      Option Price is from the sale by a stockbroker pursuant to Section
      4.7(b)(ii), hereof, of the Stock acquired through the Option exercise,
      then the tax withholding shall be satisfied out of the
      proceeds.  For administrative purposes in determining the amount
      of taxes due, the sale price of such Stock shall be deemed to be the Fair
      Market Value of the Stock.

            


    

    


     

    


    ARTICLE
7.  MISCELLANEOUS

    


    
      	
              7.1

            	
              Employment.  Nothing
      in the Plan shall interfere with or limit in any way the right of the
      Company or any Subsidiary thereof to terminate any Participant's
      employment at any time, nor confer upon any Participant any right to
      continue in the employment of the Company or any Subsidiary
      thereof.

            


    

    


    
      	
              7.2

            	
              Participation.  No
      Employee shall have the right to be selected to receive an Option under
      the Plan, or, having been so selected, to be selected to receive a future
      Option.

            


    

    


    
      	
              7.3

            	
              Successors.  All
      obligations of the Company under the Plan shall be binding on any
      successor to the Company, whether the existence of such successor is the
      result of a direct or indirect purchase, merger, consolidation, or
      otherwise, of all or substantially all of the business and/or assets of
      the Company.

            


    

    


    
      	
              7.4  

            	
              Governing Law.
      To the extent not preempted by Federal law, the Plan, and all awards and
      agreements hereunder, and any and all disputes in connection therewith,
      shall be governed by and construed in accordance with the substantive laws
      of the State of Texas, without regard to conflict or choice of law
      principles which might otherwise refer the construction, interpretation or
      enforceability of this Plan to the substantive law of another
      jurisdiction.

            


    

    


    Because
awards under the Plan are granted in Texas, records relating to the Plan and
awards thereunder are located in Texas, and the Plan and awards thereunder are
administered in Texas, the Company and the Participant to whom an award under
this Plan is granted, for themselves and their successors and assigns,
irrevocably submit to the exclusive and sole jurisdiction and venue of the state
or federal courts of Texas with respect to any and all disputes arising out of
or relating to this Plan, the subject matter of this Plan or any awards under
this Plan, including but not limited to any disputes arising out of or relating
to the interpretation and enforceability of any awards or the terms and
conditions of this Plan.  To achieve certainty regarding the
appropriate forum in which to prosecute and defend actions arising out of or
relating to this Plan, and to ensure consistency in application and
interpretation of the Governing Law to the Plan, the parties agree that (a) sole
and exclusive appropriate venue for any such action shall be an appropriate
federal or state court in Bexar County, Texas, and no other, (b) all claims with
respect to any such action shall be heard and determined exclusively in such Texas court,
and no other, (c) such Texas court shall have sole and exclusive jurisdiction
over the person of such parties and over the subject matter of any dispute
relating hereto and (d) that the parties waive any and all objections and
defenses to bringing any such action before such Texas court, including but not
limited to those relating to lack of personal jurisdiction, improper venue or
forum non
conveniens.

    


    
      	
              7.5

            	
              Gender and
      Number.  Except where otherwise indicated by the context,
      any masculine term used herein also shall include the feminine; the plural
      shall include the singular and the singular shall include the
      plural.

            


    

    


    
      	
              7.6

            	
              Severability.  In
      the event any provision of the Plan shall be held illegal or invalid for
      any reason, the illegality or invalidity shall not affect the remaining
      parts of the Plan, and the Plan shall be construed and enforced as if the
      illegal or invalid provision had not been
  included.

            


    

    


    
      	
              7.7

            	
              Requirements of
      Law.  The granting of Awards and the issuance of Shares
      under the Plan shall be subject to all applicable laws, rules, and
      regulations, and to such approvals by any governmental agencies or
      national securities exchanges as may be
  required.

            


    

    


    
      	
              7.8

            	
              Errors.  At
      any time AT&T may correct any error made under the Plan without
      prejudice to AT&T.  Such corrections may include, among
      other things, changing or revoking an issuance of an
  Award.

            


    

    


    
      	
              7.9

            	
              Elections and
      Notices.  Notwithstanding anything to the contrary
      contained in this Plan, all elections and notices of every kind shall be
      made on forms prepared by AT&T or the General Counsel, Secretary or
      Assistant Secretary, or their respective delegates or shall be made in
      such other manner as permitted or required by AT&T or the General
      Counsel, Secretary or Assistant Secretary, or their respective delegates,
      including through electronic means, over the Internet or
      otherwise.  An election shall be deemed made when received by
      AT&T (or its designated agent, but only in cases where the designated
      agent has been appointed for the purpose of receiving such election),
      which may waive any defects in form.  AT&T may limit the
      time an election may be made in advance of any
  deadline.

            


    

    


    Where any
notice or filing required or permitted to be given to AT&T under the Plan,
it shall be delivered to the principal office of AT&T, directed to the
attention of the Senior Executive Vice President-Human Resources of AT&T or
his or her successor.  Such notice shall be deemed given on the date
of delivery.

    


    Notice to
the Participant shall be deemed given when mailed (or sent by telecopy) to the
Participant's work or home address as shown on the records of AT&T or, at
the option of AT&T, to the Participant's e-mail address as shown on the
records of AT&T.  It is the Participant's responsibility to ensure
that the Participant's addresses are kept up to date on the records of
AT&T.  In the case of notices affecting multiple Participants, the
notices may be given by general distribution at the Participants' work
locations.