ex10hhh.htm


    Exhibit
10-hhh

     

     

     

     

     

     

     

     

     

     

    AT&T
EXCESS BENEFIT AND COMPENSATION PLAN

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    AT&T
Corp.

    and

    Such of
its Subsidiary Companies which are

    Participating
Companies

    


    Effective
January 1, 1997, Including Amendments Adopted Through December 31,
2008

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


     



    
      
        
          


          


          Article
I.

          Background
and Purpose

          


          --

        

         


      

      
         


        
          

        

      

      
         


      

    


    AT&T
EXCESS BENEFIT AND COMPENSATION PLAN

    


     

    Article

       1.

    Background
and Purpose

     

    The
AT&T Excess Benefit Plan was established to provide eligible management and
occupational employees of AT&T Corp. (formerly American Telephone and
Telegraph Company) and Participating Companies with certain benefits that would
have been payable under the AT&T Management Pension Plan or the AT&T
Pension Plan, respectively, but for the limitations placed on benefits payable
under the AT&T Management Pension Plan or the AT&T Pension Plan by
Section 415 of the Code. Effective January 1, 1989, AT&T established an
additional plan to provide eligible management employees with certain benefits
that would have been payable under the AT&T Management Pension Plan but for
the limitations placed on eligible compensation by Code Section 401(a)(17).
These plans were amended, the two separate plans combined into a single plan
document, and restated, effective January 1, 1994, and are referred to
collectively as the “AT&T Excess Benefit and Compensation Plan” or
“Plan.”

     

    The Plan
is intended to constitute an unfunded “excess benefit plan” as defined in
Section 3(36) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), to the extent it provides benefits that would be paid under
the AT&T Management Pension Plan or the AT&T Pension Plan but for the
limitations imposed by Code Section 415, and an “unfunded plan primarily
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees” for purposes of Title I of ERISA, to
the extent it provides other benefits.

     

    Except as
expressly provided below, this amended and restated plan document applies only
to employees who terminate employment on or after January 1, 1997. For former
employees who terminated employment before January 1, 1997, the provisions of
the AT&T Excess Benefit and Compensation Plan in effect on the date of the
former employee’s termination of employment shall govern.

     

    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 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 with respect to all accrued benefits under this Plan,
including, except as indicated below, those benefits that may be otherwise
treated as existing prior to the statutory effective date of Code Section 409A
(“grandfathered benefits”) within the meaning of Treasury Regulation Section
1.409A-6(a)(3).  The preceding sentence notwithstanding, it is the
intention of the Company that the grandfathering provisions of Code Section 409A
be applied under this Plan with respect to any Participant (and any Surviving
Spouse, Beneficiary or Estate of such Participant) who terminated employment
prior to January 1, 2005, with respect to all benefits earned under the Plan
with respect to such Participant prior to termination of employment. If an
individual who terminated employment prior to January 1, 2005 is rehired after
December 31, 2004 and earns additional benefits under the Plan following his or
her rehire, the terms of the Plan shall be applied separately with respect to
benefits earned prior to January 1, 2005 and with respect to benefits earned
following rehire. The Company reserves the right to amend any provision of the
Plan or any election submitted by a Participant, or take any other action that
the Company deems appropriate to ensure compliance with Code Section 409A,
including altering the time and form of any distribution so as to accomplish the
intended purpose of this Plan.


    Article

       2.

    Definitions

     

    Unless
the context clearly indicates otherwise, the following terms have the meanings
described below when used in this Plan and references to a particular Article or
Section shall mean the Article or Section so delineated in this
Plan.

     

    
      	
              2.1.

            	
              Administrator

            


    

     

    AT&T
Corp. shall be the “administrator” of the Plan as that term is defined in
ERISA.    Effective August 22, 2006, and until such time as
the Board determines and advises otherwise, the Senior Executive Vice President
– Human Resources of AT&T Inc. (or the individual directly reporting to the
Chief Executive Officer of AT&T Inc. who has responsibility for human
resource matters, regardless of such individual’s title) is authorized to
administer, amend, merge and/or terminate the Plan, to appoint and remove
members of the administrative committees and claims administrators for the Plan,
and to allocate Plan administrative responsibilities to such committees or
administrators.

     

    
      	
              2.2.

            	
              AT&T
      Corp.

            


    

     

    AT&T
Corp. (formerly the American Telephone and Telegraph Company), a New York
corporation, or its successor.

     

    
      	
              2.3.

            	
              AT&T
      Inc. or AT&T

            


    

     

    AT&T
Inc. (formerly SBC Communications Inc.), a Delaware Corporation, which acquired
AT&T Corp. effective November 18, 2005 pursuant to that certain merger
agreement dated January 30, 2005.

     

    
      	
              2.4.

            	
              AT&T
      Company

            


    

     

    AT&T and each other entity required
to be aggregated with AT&T under Code §§ 414(b), (c), (m), or
(o).  With respect to periods prior to November 18, 2005, the
controlled group shall be determined only with respect to entities required to
be aggregated with AT&T Corp. With respect to periods on or after November
18, 2005, the controlled group shall be determined with respect to entities
required to be aggregated recognizing the acquisition of AT&T Corp. by SBC
Communications Inc. (now known as AT&T Inc.).

     

    
      	
              2.5.

            	
              AT&T
      Corp. Subsidiary

            


    

     

    Any
corporation of which more than 50 percent of the voting stock is owned directly
or indirectly by AT&T Corp.

     

    
      	
              2.6.

            	
              AT&T
      Management Pension Plan

            


    

     

    The
AT&T Management Pension Plan, as amended and restated from time to time, and
effective January 1, 2007, the AT&T Pension Benefit Plan – AT&T Legacy
Management Program.

     

    
      	
              2.7.

            	
              AT&T
      Pension Plan

            


    

     

    The
AT&T Pension Plan, as amended and restated from time to time.

     

    
      	
              2.8.

            	
              Beneficiary

            


    

     

    Any
person entitled to an Excess Death Benefit, if any, pursuant to Section
4.10.

     

    
      	
              2.9.

            	
              Benefit
      Limitation

            


    

     

    The
maximum benefit payable to a Participant under the Qualified Plan in accordance
with Code Section 415, but after application of the Compensation
Limitation, if any, under the AT&T Management Pension Plan or the AT&T
Pension Plan.

     

    
      	
              2.10.

            	
              Board

            


    

     

    The Board
of Directors of AT&T Corp.

     

    
      	
              2.11.

            	
              Change
      in Control

            


    

     

    A change
in control, as that term is defined in the AT&T Management Pension
Plan.

     

    
      	
              2.12.

            	
              CIC
      Eligible Employee

            


    

     

    A CIC
eligible employee, as that term is defined in the AT&T Management Pension
Plan.

     

    
      	
              2.13.

            	
              Code

            


    

     

    The
Internal Revenue Code of 1986, as amended from time to time (and its
predecessor, the Internal Revenue Code of 1954, as amended). Any reference to a
particular section of the Code includes any applicable regulations promulgated
under that section.

     

    
      	
              2.14.

            	
              Code
      Section 401(a)(17) Excess Retirement
Benefit

            


    

     

    The
benefit, if any, described in Section 4.3 that is payable to an Executive or a
Surviving Spouse of an Executive under the terms of the Plan.

     

    
      	
              2.15.

            	
              Code
      Section 415 Excess Retirement
Benefit

            


    

     

    The
benefit, if any, described in Section 4.2 that is payable to a Participant or a
Surviving Spouse of a Participant under the terms of the Plan.

     

    
      	
              2.16.

            	
              Committee

            


    

     

    The
Employees’ Benefit Committee appointed by AT&T Corp. to administer the Plan,
or any successor to such Employees’ Benefit Committee.

     

    
      	
              2.17.

            	
              Company

            


    

     

    AT&T
Corp.

     

    
      	
              2.18.

            	
              Compensation
      Limitation

            


    

     

    The
maximum amount of annual compensation under Code Section 401(a)(17) that
may be taken into account in any Plan Year for benefit accrual purposes under
the AT&T Management Pension Plan, or that is taken into account in any Plan
Year under the AT&T Management Pension Plan for purposes of calculating an
Accident Death Benefit (for periods prior to January 1, 1999), Sickness Death
Benefit or Pensioner Death Benefit under the AT&T Management Pension
Plan.

     

    
      	
              2.19.

            	
              Eligible
      Employee

            


    

     

    An
individual who is employed in a position eligible to participate in the AT&T
Management Pension Plan or the AT&T Pension Plan. An individual who is a
participant in the 2005 Supplemental Employee Retirement Plan of AT&T Inc.
(“SERP”) on December 31, 2008 shall not be eligible to continue to accrue a
benefit under this Plan on or after such individual’s SERP Vesting
Date.  An individual who becomes a participant in the SERP after
December 31, 2008 shall not be eligible to continue to accrue a benefit under
this Plan on or after such individual’s SERP Effective Date (as defined in the
SERP). 

     

    2.20.       ERISA

     

    The
Employee Retirement Income Security Act of 1974, as amended from time to time.
Any reference to a particular section of ERISA includes any applicable
regulations promulgated under that section.

     

    
      	
              2.21.

            	
              Excess
      Death Benefit

            


    

     

    The
benefit, if any, described in Section 4.10 of the Plan.

     

    
      	
              2.22.

            	
              Excess
      Retirement Benefit

            


    

     

    The sum
of the Code Section 415 Excess Retirement Benefit, if any, and the Code Section
401(a)(17) Excess Retirement Benefit, if any, payable to a Participant or a
Surviving Spouse (or to the estate of the Participant or Surviving Spouse) under
the terms of the Plan.

     

    
      	
              2.23.

            	
              Executive

            


    

     

    A
participant in the AT&T Management Pension Plan who is considered to be
within “a select group of management or highly compensated employees” for
purposes of Title I of ERISA and whose “eligible pay,” as that term is defined
in the AT&T Management Pension Plan (other than the AT&T Management
Pension Plan provision limiting eligible pay to an amount under $150,000, as
adjusted), in any Plan Year exceeds the Compensation Limitation for that Plan
Year. Notwithstanding the preceding, for periods of participation in the
AT&T Management Pension Plan prior to January 1, 1998, the term
“compensation,” as that term is defined in the AT&T Management Pension Plan,
shall be substituted in the preceding sentence for the term “eligible
pay.”

     

    
      	
              2.24.

            	
              Leave
      of Absence

            


    

     

    Where a
person is absent from employment with AT&T on a leave of absence, military
leave, or sick leave, where the leave is given in order to prevent a break in
the continuity of term of employment, and permission for such leave is granted
(and not revoked) in conformity with the rules of the employer that employs the
individual, as adopted from time to time, and the employee is reasonably
expected to return to service. Except as set forth below, the leave shall not
exceed six (6) months for purposes of this Plan, and the employee shall
Terminate Employment upon termination of such leave if the employee does not
return to work prior to or upon expiration of such six (6) month period, unless
the individual retains a right to reemployment under law or by contract. A
twenty-nine (29) month limitation shall apply in lieu of such six (6) month
limitation if the leave is due to the employee being “disabled” (within the
meaning of Treasury Regulation Section 1.409A-3(i)(4)). A Leave of Absence shall
not commence or shall be deemed to cease under the Plan where the employee has
incurred a Termination of Employment.

     

    
      	
              2.25.

            	
              Normal
      Retirement Date

            


    

     

    The
Normal Retirement Date as determined under the AT&T Management Pension Plan
or the AT&T Pension Plan, as applicable.

     

    
      	
              2.26.

            	
              Officer

            


    

     

    An
individual who is designated as an officer level employee for compensation
purposes on the records of AT&T Inc. Notwithstanding the preceding, for
purposes of Section 7.1(b), relating to the purchase of a commercial annuity
contract, the term “Officer” shall mean an officer of AT&T Corp., as defined
in the AT&T Non-Qualified Pension Plan.

     

    
      	
              2.27.

            	
              Participant

            


    

     

    An
individual and/or an Executive who has satisfied the eligibility requirements in
Section 3.1.

     

    
      	
              2.28.

            	
              Participating
      Company

            


    

     

    AT&T
Corp. and any AT&T Corp. Subsidiary that is a participating company under
the AT&T Management Pension Plan or the AT&T Pension
Plan.    Effective January 1, 2007, the term Participating
Company shall also include an AT&T Company to the extent that an employee of
such AT&T Company is eligible to participate in the AT&T Management
Pension Plan pursuant to the provisions of Section 2.15(c) of that
plan.

     

    
      	
              2.29.

            	
              Plan

            


    

     

    This
AT&T Excess Benefit and Compensation Plan.

     

    
      	
              2.30.

            	
              Plan
      Administrator

            


    

     

    With
respect to individuals covered by the AT&T Management Pension Plan, the
Pension Plan Administrator under the AT&T Management Pension Plan and, with
respect to individuals covered by the AT&T Pension Plan, the Pension Plan
Administrator under the AT&T Pension Plan.  The Plan Administrator
has the authority to administer and adjudicate claims under the
Plan.

     

    
      	
              2.31.

            	
              Qualified
      Plan

            


    

     

    The
AT&T Management Pension Plan or the AT&T Pension Plan, whichever such
Plan holds the liability for the Participant’s qualified accrued pension benefit
as of the date payment(s) under this Plan commence(s) or
recommence(s).

     

    
      	
              2.32.

            	
              Specified
      Employees

            


    

     

    Any
Participant who is a Key Employee (as defined in Code Section 416(i) without
regard to paragraph (5) thereof), as determined by AT&T in accordance with
its uniform policy with respect to all arrangements subject to Code Section
409A, based upon the 12-month period ending on each December 31st (such 12-month
period is referred to below as the identification period). All Participants who
are determined to be Key Employees under Code Section 416(i) (without regard to
paragraph (5) thereof) during the identification period shall be treated as Key
Employees for purposes of the Plan during the 12-month period that begins on the
first day of the 4th month following the close of such identification
period.

     

    
      	
              2.33.

            	
              SERP

            


    

     

    The 2005
Supplemental Employee Retirement Plan of AT&T Inc., as amended from time to
time.

     

    
      	
              2.34.

            	
              SERP
      Participant

            


    

     

    An
individual who has been designated as eligible to participate in the
SERP.  For purposes of this Plan, such individual is considered a SERP
Participant whether or not he or she has satisfied the vesting requirements of
the SERP.

     

    
      	
              2.35.

            	
              SERP
      Vesting Date

            


    

     

    The later
of January 1, 2011 or the date an individual vests under the SERP.

     

    
      	
              2.36.

            	
              Surviving
      Spouse

            


    

     

    A
deceased Participant’s surviving spouse of the opposite sex who is such
Participant’s “spouse” within the meaning of the Qualified Plan, as defined in
the respective provisions of the Qualified Plan.  Notwithstanding the
preceding, if an alternate payee (as that term is defined in Section 414(p) of
the Code) is deemed the surviving spouse for purposes of all or a portion of the
Participant’s benefit under the Qualified Plan, such alternate payee shall not
be deemed to be the “spouse” for any purpose under this Plan.

     

    


     

    
      	
              2.37.

            	
              Termination
      of Employment

            


    

     

    The
ceasing of the Participant’s employment from the AT&T controlled group of
companies for any reason whatsoever, whether voluntarily or involuntarily.
References herein to Termination of Employment, Terminate Employment, or a
similar reference, shall mean the event where the employee has a separation from
service, as defined under Code Section 409A, with all members of the AT&T
controlled group. Notwithstanding the foregoing, the employment relationship of
a Participant with the AT&T controlled group is considered to remain intact
while the individual is on a Leave of Absence.

     

    
      	
              2.38.

            	
              VRIP

            


    

     

    The
Voluntary Retirement Incentive Program for Management Employees within the
meaning of the AT&T Management Pension Plan.

     

    


    Article

       3.

    Eligibility

     

    


     

    
      	
              3.1.

            	
              Participation

            


    

     

    (a) Date of
Participation.   If the benefit payable under the
Qualified Plan to an Eligible Employee or a Surviving Spouse or Beneficiary of
an Eligible Employee is limited by reason of the application of the Benefit
Limitation or the Compensation Limitation, he or she shall be eligible to be a
Participant or receive benefits as a Surviving Spouse, as applicable, under this
Plan.  An Eligible Employee shall not become a Participant in this
Plan if he or she is subject to the Compensation Limitation, but not the Benefit
Limitation, under the AT&T Pension Plan.

     

    (b) Loss of
Eligibility.  In the event any Participant ceases to be an
Eligible Employee by reason of a change to an employment status which is not
eligible to participate in the Plan, 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.

     

    
      	
              3.2.

            	
              Surviving
      Spouse Benefit

            


    

     

    The
Surviving Spouse of a Participant shall be eligible to receive an Excess
Retirement Benefit under the Plan to the extent provided in Section 4.1 or
Section 4.5 of the Plan.

     

    
      	
              3.3.

            	
              Relationship
      To Other Plans

            


    

     

    The
Excess Retirement Benefit and Excess Death Benefit (as defined in Section 4.10)
payable under the Plan shall be in addition to any other benefits provided,
directly or indirectly, to a Participant, Surviving Spouse, Beneficiary, or the
estate of such Participant or Surviving Spouse, by any AT&T Company.
Participation in the Plan shall not preclude or limit the participation of the
Participant in any other benefit plan sponsored by an AT&T Company for which
such Participant would otherwise be eligible. Notwithstanding the preceding, the
Excess Retirement Benefit and Excess Death Benefit payable to a Participant,
Surviving Spouse, Beneficiary, or estate of a Participant or Surviving Spouse
under this Plan shall not duplicate benefits payable to such Participant,
Surviving Spouse, Beneficiary, or estate of such Participant or Surviving
Spouse, under any other plan or arrangement of an AT&T Company.

     

    
      	
              3.4.

            	
              Forfeiture
      of Benefits

            


    

     

    If any
Participant who otherwise would be entitled to an Excess Retirement Benefit
under this Plan is discharged for cause due to conviction of a felony related to
his or her employment, the rights of such Participant to an Excess Retirement
Benefit under this Plan, including the rights of the Participant’s Surviving
Spouse, Beneficiary and/or estate to any benefits related to such Participant
under the Plan, shall be forfeited. To the extent a benefit under any other
nonqualified plan of AT&T is offset by benefits payable under this Plan,
such offset shall be determined as if a forfeiture had not
occurred.

     

    Article

    4.

    Retirement
and Death Benefits

     

    


    
      	
              4.1

            	
              Excess
      Retirement Benefits

            


    

     

    If the
retirement benefit payable to a Participant or a Surviving Spouse under the
AT&T Management Pension Plan or the AT&T Pension Plan is limited by
reason of the application of the Benefit Limitation and/or, for an Executive or
Surviving Spouse of an Executive under the AT&T Management Pension Plan is
limited in any year by reason of the application of the Compensation Limitation,
an Excess Retirement Benefit shall be paid as provided in this Article 4 to the
Participant or the Surviving Spouse, as applicable.  Notwithstanding
the immediately preceding sentence, effective for distributions commencing on or
after January 1, 2009, the provisions of Section 4.2 and Section 4.3 shall not
apply for purposes of determining the benefit payable following the death of a
Participant except with respect to a Participant who terminated employment prior
to January 1, 2005. In all other cases, the benefit payable following the death
of a Participant shall be determined pursuant to Section 4.5, or Section
4.4(c)(ii)(B).

     

    


     

    
      	
              4.2

            	
              Amount
      of Code Section 415 Excess Retirement
Benefit

            


    

     

    


     

    (a)           Subject
to the provisions of Section 4.2(c), Section 4.7 and Section 4.8, the amount, if
any, of the Code Section 415 Excess Retirement Benefit payable monthly to a
Participant or a Surviving Spouse pursuant to this Section 4.2 shall be equal to
the excess, if any, of (i) over (ii) at the date of benefit commencement or
recommencement, as applicable, where:

     

    "(i)" is
the amount of the monthly benefit which would be provided to the Participant or
the Surviving Spouse under the Qualified Plan as of such date, without regard to
the Benefit Limitation but taking into account the Compensation Limitation,
based on the age of the Participant (or Surviving Spouse, if applicable) as of
such date and the form of payment elected by the Participant or Surviving
Spouse, as applicable, under the Qualified Plan; and

     

    "(ii)" is
the amount of the monthly benefit actually payable to such Participant or
Surviving Spouse under the Qualified Plan as of such date, based on the age of
the Participant (or Surviving Spouse, if applicable) and the form of payment
elected by the Participant or Surviving Spouse, as applicable, under the
Qualified Plan.

     

    For
purposes of subparagraphs (i) and (ii), the Qualified Plan shall be the
Qualified Plan as in effect at the date of termination of employment, or death,
if earlier, provided, however, that if the Qualified Plan is subsequently
amended in a manner that affects the amount of benefit payable with respect to
such Participant or Surviving Spouse, the terms of the Qualified Plan, as
amended, shall, to the extent applicable, apply to such Participant or Surviving
Spouse.

     

    (b)           Except
as described in Section 4.2(c), the amount of the Code Section 415 Excess
Retirement Benefit payable as a result of the application of the Benefit
Limitation under the Qualified Plan pursuant to Section 4.2(a) shall be
determined or redetermined, including a decrease, (i) as of the date when
benefits are to commence pursuant to Section 4.4 or recommence pursuant to
Section 4.7 (including the date survivor annuitant benefits payable to a
Surviving Spouse commence following the death of a Participant who was receiving
a monthly benefit from the Qualified Plan at the time of his or her death); (ii)
as of the effective date of any subsequent increases and/or decreases in the
Benefit Limitation, to the extent such increase and/or decrease affects the
benefit payable to the Participant or Surviving Spouse under the Qualified Plan,
and/or (iii) as of the effective date of any special increases in the benefit
payable with respect to the Participant or Surviving Spouse, prior to
application of the Benefit Limitation, as a result of amendments to the AT&T
Management Pension Plan and/or the AT&T Pension Plan, whichever is
applicable.  Benefits under this Section 4.2 Plan shall also be
redetermined upon the occurrence of an event described in Section
4.6.

     

    (c)           The
provisions of Section 4.2(a) and Section 4.2(b) shall apply only (i) to benefits
payable with respect to a Participant who terminated employment prior to January
1, 2005, and (ii) to benefits payable with respect to a Participant who
terminated employment after December 31, 2004 if distribution commenced to
either the Participant or the Surviving Spouse on or before December 1, 2008.
Effective for distributions commencing after December 1, 2008, except with
respect to a Participant who terminated employment prior to January 1, 2005, the
Code Section 415 Excess Retirement Benefit shall be determined as of the later
of (i) November 30, 2008 or (ii) the date of the Participant’s termination of
employment, determined as if benefits under the Qualified Plan commenced in the
form of a single life annuity as of such date, and shall not be subject to
redetermination pursuant to Section 4.2(b). Notwithstanding the preceding, (i)
with respect to a SERP Participant who is eligible to participate in the SERP on
December 31, 2008, the Code Section 415 Excess Retirement Benefit shall be
determined as of the earlier of termination of employment or the SERP Vesting
Date, and (ii) with respect to a SERP Participant who first becomes eligible to
participate in the SERP on or after January 1, 2009, the Code Section 415 Excess
Retirement Benefit shall be determined as of the earlier of termination of
employment or the Participant’s SERP Effective Date (as defined in the SERP),
and with respect to any SERP Participant, shall not thereafter be subject to
redetermination pursuant to Section 4.2(b).

     

    
      	
              4.3

            	
              Amount
      of Code Section 401(a)(17) Excess Retirement
  Benefit

            


    

     

    


     

    (a)           Subject
to the provisions of Section 4.3(c), Section 4.7 and Section 4.8, the amount, if
any, of the Code Section 401(a)(17) Excess Retirement Benefit payable monthly to
a Participant or a Surviving Spouse pursuant to this Section 4.3 shall be equal
to the excess, if any, of (i) over (ii) at the date of benefit commencement or
recommencement, as applicable, where:

     

    "(i)" is
the amount of the monthly benefit which would be provided to the Participant or
the Surviving Spouse under the AT&T Management Pension Plan as of such date,
without regard to the Compensation Limitation and Benefit Limitation, based on
the age of the Participant (or Surviving Spouse, if applicable) as of such date
and the form of payment elected by the Participant or Surviving Spouse, as
applicable, under the AT&T Management Pension Plan; and

     

    "(ii)" is
the amount of the monthly benefit actually payable to such Participant or
Surviving Spouse under the AT&T Management Pension Plan as of such date,
based on the age of the Participant (or Surviving Spouse, if applicable) and the
form of payment elected by the Participant or Surviving Spouse, as applicable,
under the AT&T Management Pension Plan, taking into account the Compensation
Limitation, but prior to application of the Benefit Limitation.

     

    For
purposes of subparagraphs (i) and (ii), the determination of the benefits
payable under this Plan shall be made pursuant to the terms of the AT&T
Management Pension Plan as in effect at the date of termination of employment,
or death, if earlier, provided, however, that if the AT&T Management Pension
Plan is subsequently amended in a manner that affects the amount of benefit
payable with respect to such Participant or Surviving Spouse, the terms of the
AT&T Management Pension Plan, as amended, shall, to the extent applicable,
apply to such Participant or Surviving Spouse.

     

     (b)           Except
as described in Section 4.3(c), the amount of the Code Section 401(a)(17) Excess
Retirement Benefit payable as a result of the application of the Compensation
Limitation under the AT&T Management Pension Plan pursuant to Sections
4.3(a) shall be determined or redetermined, including a decrease, (a) as of the
date when benefits are to commence pursuant to Section 4.4 or recommence
pursuant to Section 4.7; (b) as of the effective date of any subsequent
increases and/or decreases in the Compensation Limitation, to the extent such
increase and/or decrease affects the benefit payable to the Participant or
Surviving Spouse under the AT&T Management Pension Plan, and/or (c) as of
the effective date of any special increases in the benefit payable with respect
to the Participant or Surviving Spouse, prior to application of the Compensation
Limitation, as a result of amendments to the AT&T Management Pension
Plan.  Benefits under this Section 4.3 Plan shall also be redetermined
upon the occurrence of an event described in Section 4.6.

     

    (c)           The
provisions of Section 4.3(a) and Section 4.3(b) shall apply only (i) to benefits
payable with respect to a Participant who terminated employment prior to January
1, 2005, and (ii) to benefits payable with respect to a Participant who
terminated employment after December 31, 2004 if distribution commenced to
either the Participant or the Surviving Spouse on or before December 1, 2008.
Effective for distributions commencing after December 1, 2008, except with
respect to a Participant who terminated employment prior to January 1, 2005, the
Code Section 401(a)(17) Excess Retirement Benefit shall be determined as of the
later of (i) November 30, 2008 or (ii) the date of the Participant’s termination
of employment, determined as if benefits under the AT&T Management Pension
Plan commenced in the form of a single life annuity as of such date, and shall
not be subject to redetermination pursuant to Section
4.3(b).  Notwithstanding the preceding, (i) with respect to a SERP
Participant who is eligible to participate in the SERP on December 31, 2008, the
Code Section 401(a)(17) Excess Retirement Benefit shall be determined as of the
earlier of termination of employment or the SERP Vesting Date, and (ii) with
respect to a SERP Participant who first becomes eligible to participate in the
SERP on or after January 1, 2009, the Code Section 401(a)(17) Excess Retirement
Benefit shall be determined as of the earlier of termination of employment or
the Participant’s SERP Effective Date (as defined in the SERP), and with respect
to any SERP Participant, shall not thereafter be subject to redetermination
pursuant to Section 4.3(b).

     

    
      	
              4.4.

            	
              Time
      and Form of Benefits Payable to a Participant or Surviving
      Spouse

            


    

     

     (a)           For Benefits Commencing
Prior to 2005.  The Excess Retirement Benefit provided under
the Plan payable to either the Participant or the Surviving Spouse, as
applicable, with respect to benefits commencing prior to the 2005 calendar year
shall be payable as follows:

     

    
      	
              (1)  

            	
               With
      respect to a Participant whose Qualified Plan benefit is payable under the
      AT&T Management Pension Plan and who terminates employment prior to
      January 1, 1998, and with respect to a Participant whose Qualified Plan
      benefit is payable under the AT&T Pension Plan and who terminates
      employment prior to July 1, 1999, the Excess Retirement Benefit shall
      commence at the same time and shall be paid in the same benefit form as
      the Participant’s or Surviving Spouse’s benefits are paid under the
      AT&T Management Pension Plan or the AT&T Pension Plan, whichever
      is applicable, provided, however, that the Committee shall have the right
      to approve the election of the form of the Excess Retirement Benefit
      payable to the Participant under this Plan;
and

            


    

     

    
      	
              (2)  

            	
              With
      respect to a Participant whose Qualified Plan benefit is payable under the
      AT&T Management Pension Plan and who terminates employment after
      December 31, 1997, the Excess Retirement Benefit shall commence at the
      same time and shall be paid in the same form of annuity in which all or a
      portion of the Participant’s or Surviving Spouse’s benefits under the
      AT&T Management Pension Plan are paid, or if no annuity is payable
      from the AT&T Management Pension Plan under the form of payment
      elected, shall be paid in the form of a single life annuity, unless the
      Committee, in its sole discretion, elects to pay the Excess Retirement
      Benefit in the form of a single lump sum payment;
  and

            


    

     

    
      	
              (3)  

            	
              With
      respect to a Participant whose Qualified Plan benefit is payable under the
      AT&T Pension Plan and who terminates employment after June 30, 1999,
      the Excess Retirement Benefit shall commence at the same time and shall be
      paid in the same form of annuity in which all or a portion of the
      Participant’s or Surviving Spouse’s benefits under the AT&T Pension
      Plan benefits are paid, or if no annuity is elected under the AT&T
      Pension Plan, shall be paid in the form of a single life annuity, unless
      the Committee, in its sole discretion, elects to pay the Excess Retirement
      Benefit in the form of a single lump sum
  payment.

            


    

     

    (b)           Benefits Commencing After
2004 and On or Before December 1, 2008.  With respect to a
Participant whose Qualified Plan benefit commences after 2004, except as
provided in Section 7.1 regarding payments in the form of a commercial annuity
contract, the Excess Retirement Benefit shall commence at the same time and
shall be paid in the same form of annuity in which all or a portion of the
Participant’s or Surviving Spouse’s benefits under the Qualified Plan are paid,
or if no annuity is elected under the Qualified Plan, in the form of a single
life annuity.

     

      (c)           Benefits Commencing After
December 1, 2008.  Payment of benefits with respect to a
Participant whose Qualified Plan benefit has not commenced on or before December
1, 2008 shall be made in the time and form as described in the following
subparagraphs (i) through (v), as applicable. For purposes of this subparagraph
(c), if  a Participant or Surviving Spouse is entitled to a benefit
based on a Force Management Pension credit and/or a CIC Credit under the
AT&T Management Pension Plan in addition to the regular pension benefit, and
if such Participant or Surviving Spouse, as applicable, commenced distribution
of only a portion of the Qualified Plan benefit (and associated benefit under
this Plan) on or before December 1, 2008, then the provisions of subparagraphs
(i) through (v) shall be applied separately to the portion of the benefit for
which distribution has commenced, and that portion of the benefit for which
distribution has not commenced by such date.

     

    (i) Participants Terminating
Prior to 2005:  The provisions of Section 4.4(b) regarding the
time and form of payment of benefits under the Plan shall apply with respect to
benefits commencing after December 1, 2008 to or with respect to a Participant
who terminated employment prior to 2005.  If such an individual is
rehired into a position covered by this Plan after 2004, the terms of the Plan
shall apply separately to the benefit earned prior to 2005 and the benefit
earned after 2004.

     

     (ii)
Participants
Terminating Employment after 2004 and Prior to December 1, 2008: Subject
to the provisions of Section 4.4(d) and Section 7.1(c), benefits payable to or
with respect to a Participant who terminates employment after December 31, 2004
and  before December 1, 2008 shall be paid as follows:

     

    (A) if
distribution of benefits with respect to the Participant commences on or before
December 1, 2008, the time and form of payment of benefits under the Plan shall
be determined in the manner described in Section 4.4(b), or

     

    (B) if
distribution of benefits does not commence on or before December 1, 2008,
distribution shall be made to the Participant commencing on July 1, 2009 in the
form of a lump sum equal to the present value determined pursuant to Section
4.4(c)(vi); provided, however, if the amount so determined exceeds $50,000,
distribution shall be paid in monthly installments over a period of 120 months.
If the Participant dies prior to the commencement of such payment, distribution
equal to the present value of the amount that otherwise would have been payable
to the Participant shall be made on July 1, 2009 to the Surviving Spouse, or if
there is no Surviving Spouse, to the estate of the Participant.  If
the Surviving Spouse entitled to receive the benefit described in the preceding
sentence dies after the Participant but before distribution of such benefit, the
benefit shall be paid to the estate of the Surviving Spouse.  Survivor
benefits, if any, upon death following commencement of distribution to the
Participant shall be determined pursuant to the provisions of Section
4.5(d).

     

    (iii)
Participants
Terminating Employment On or After December 1, 2008 Who Are Not SERP
Participants: Subject to the provisions of Section 4.4(c)(iv), Section
4.4(c)(v), and Section 4.4(d), benefits payable to a Participant who terminates
employment on or after December 1, 2008 shall be paid in the form of a lump sum
equal to the present value determined pursuant to Section 4.4(c)(vi), upon the
Participant’s Termination of Employment; provided, however, if the amount so
determined exceeds $50,000, distribution shall be paid in monthly installments
over a period of 120 months. If the Participant dies before receiving a complete
distribution of the benefits so determined, survivor benefits, if any, shall be
paid in accordance with the provisions of Section 4.5.

     

    (iv) SERP Participants on
December 31, 2008: Subject to the provisions of Section 4.4(d), with
respect to a Participant who becomes eligible to participate in the SERP prior
to January 1, 2009, Excess Retirement Benefits shall be paid to such Participant
in accordance with the terms of an election made on or before December 31, 2008
with respect to benefits that may become payable to the Participant under the
SERP, and shall be effective for purposes of this Plan without regard to whether
such Participant becomes vested under the SERP. The amount payable from the Plan
shall be the actuarial equivalent of the single life annuity benefit determined
pursuant to the provisions of Section 4.2(c) and Section 4.3(c), based on the
actuarial assumptions in effect under the SERP as of the date payments commence.
Survivor benefits, if any, following the death of the Participant shall be
determined in accordance with the provisions of Section 4.5.

     

    (v) Participants Terminating
Employment On or After December 1, 2008 Who Become SERP Participants After
December 31, 2008: Subject to the provisions of Section 4.4(d), with
respect to a Participant who becomes eligible to participate in the SERP after
December 31, 2008, Excess Retirement Benefits shall be paid in the form of a
lump sum or in 120 monthly installments commencing upon Termination of
Employment; the applicable form of payment shall be determined on the
Participant’s SERP Effective Date, based on the present value of the Excess
Retirement Benefit determined as if distribution of such benefit commenced on
the SERP Effective Date in the form of a single life annuity, and based on the
actuarial assumptions in effect under the SERP as of such date.  If
the present value determined as of the SERP Effective Date is $50,000 or less,
the form of payment shall be a lump sum, and if present value exceeds $50,000,
the form of payment shall be 120 monthly installments. The amount of the benefit
payable commencing at Termination of Employment shall be determined in
accordance with the provisions of Section 4.4(c)(vi). If the Participant dies
before receiving a complete distribution of the benefits so determined, survivor
benefits, if any, shall be paid in accordance with the provisions of Section
4.5

     

    (vi)
Determination of
Present Value: For purposes of Section 4.4(c)(ii)(B), Section 4.4(c)(iii)
and Section 4.4(c)(v), the present value shall be determined as
follows:

     

    (A) Employee who is not a SERP
Participant: with respect to a Participant who is not a SERP Participant,
equal to the present value of the single life annuity that would be payable
under the Plan commencing on the Participant’s Normal Retirement
Date.  Such present value shall be determined on the basis of
actuarial assumptions under the Qualified Plan as of such date, calculated as
follows: the annual amount of the Excess Retirement Benefit shall be divided by
the early commencement factor as set forth in Appendix B of the Qualified Plan
for the Participant’s age at Termination of Employment, and multiplied by the
factor for determining the lump sum value as set forth in Appendix B of the
Qualified Plan for the Participant’s age at Termination of Employment.
Notwithstanding the preceding, for a Participant described in Section
4.4(c)(ii)(B), the present value shall be based on the Participant’s age as of
December 1, 2008, and the amount so determined will be accumulated to July 1,
2009 at an effective annual interest rate of four percent.

     

    (B) Employee who is a SERP
Participant:   with respect to a Participant who is a SERP
Participant, other than a SERP Participant described in Section 4.4(c)(iv), the
present value of the amount payable at Termination of Employment shall be
determined by multiplying the Excess Retirement Benefit determined pursuant to
Section 4.2(c) and Section 4.3(c) by an immediate annuity factor based on the
age of the Participant at Termination of Employment.  The immediate
annuity factor shall be based on 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 and as defined in the SERP.

     

     For
purposes of Sections 4.4(c)(ii)(B), 4.4(c)(iii) and 4.4(c)(v) above, monthly
installments shall be calculated in the same manner that a financial institution
would calculate the monthly payments for a 10-year fixed interest loan. The
interest rate used in the calculations shall be equal to the Code Section 417(e)
interest rate in effect under the Qualified Plan on the date of the
Participant’s Termination of Employment (except, with respect to distributions
made pursuant to Section 4.4(c)(ii)(B), such rate in effect for the 2008
calendar year).

     

      (d)           Payments to Specified
Employees.  Notwithstanding the provisions of the preceding
sections 4.4(a) through 4.4(c), effective on and after January 1, 2005 with
respect to payments in the form of a commercial annuity pursuant to Section 7.1
and effective on and after January 1, 2009 with respect to all other payments
under the Plan, payment of the Excess Retirement Benefit under the Plan with
respect to a Participant who is eligible to participate in the SERP or who is
determined to meet the definition of Specified Employee shall be payable as
otherwise provided in this Plan, except that the initial payment shall be made
no earlier than the sixth month  anniversary of his or her Termination
of Employment.  If, absent this Section 4.4(d), payment to a Specified
Employee would have commenced before the expiration of such six-month period,
the first payment with respect to such Specified Employee will include the sum
of the payments withheld, together with interest thereon.  For
purposes of the immediately preceding sentence, interest shall be credited using
the GAAP Rate in effect as of the end of the calendar year immediately preceding
the Participant’s Termination of Employment, for distributions made after
December 31, 2007.  “GAAP Rate” means such rate as defined under the
SERP for the referenced period. Notwithstanding the preceding, for distributions
made prior to January 1, 2008, interest credited for purposes of this Section
4.4(d) shall be at an effective annual rate equal to 120 percent of the Federal
Mid-term rate in effect as of the date such annuity payments otherwise would
have commenced.

     

    
      	
              4.5.

            	
              Additional
      Provisions for Payment of Excess Retirement Benefit Following
      Death

            


    

     

    The
provisions of this Section 4.5 apply upon the death of a Participant if payment
of the Excess Retirement Benefit is determined pursuant to the provisions of
Section 4.4(c)(iii), Section 4.4(c)(iv) or Section 4.4(c)(v), and, for purposes
of Section 4.5(d), also to a Participant described in Section 4.4(c)(ii)(B). In
all other circumstances, benefits, if any, payable following the death of the
Participant, shall be determined as described elsewhere in this
Plan.

     

    (a) Death prior to
commencement:  If a Participant described in Section
4.4(c)(iii), Section 4.4(c)(iv) or Section 4.4(c)(v) dies before Termination of
Employment, or following Termination of Employment but before the date as of
which his or her benefit commences under this Plan, the Excess Retirement
Benefit shall be payable in a lump sum to the Surviving Spouse, or if there is
no Surviving Spouse, to the Participant’s estate, upon the death of the
Participant. The amount of such lump sum payment shall be determined pursuant to
the provisions of Section 4.5(c).

     

     (b)
Death of Spouse before
payment of survivor benefit: If a Participant dies before the date as of
which his or her benefit commences under this Plan, and he or she is survived by
a Surviving Spouse entitled to payment of the Excess Retirement Benefit pursuant
to Section 4.5(a), and such Surviving Spouse dies prior to the date payment of
benefits under this Plan commence, a lump sum benefit shall be payable to the
estate of the Surviving Spouse upon the death of the Surviving Spouse. The
amount of such lump sum shall be determined pursuant to the provisions of
Section 4.5(c).

     

     (c)  Determination of lump sum
amount for death before commencement:

     

    (i)
Except with respect to a SERP Participant, the single cash payment payable
pursuant to Section 4.5(a) or Section 4.5(b) shall be equal to the difference
between (A) the Participant’s “cash balance account” under the Qualified Plan as
of the date of death of the Participant or the Surviving Spouse, as applicable,
determined without regard to the Compensation Limitation or the Benefit
Limitation, and (B) the corresponding payment that would be payable under the
Qualified Plan as of the date of commencement of benefits under this
Plan.  No benefit is payable pursuant to Section 4.5(a) or Section
4.5(b) with respect to a Participant who does not have a cash balance account
under the Qualified Plan at the time of his or her death.

     

    (ii) The
single cash payment payable pursuant to Section 4.5(a) or Section 4.5(b) upon
the death of a Participant who is a SERP Participant, shall be determined by
multiplying the Excess Retirement Benefit determined pursuant to Section 4.2(c)
and Section 4.3(c) by an immediate annuity factor based on the age of the
Participant on the date of death.  The immediate annuity factor shall
be based on 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 and as defined in the SERP.

     

    (d)  Death following commencement
of distribution for a Participant who is not a SERP Participant on December 31,
2008:  If the Participant dies following distribution of the
lump sum pursuant to Section 4.4(c)(ii)(B), Section 4.4(c)(iii) or Section
4.4(c)(v), no benefit shall be payable with respect to such Participant’s Excess
Retirement Benefit following the death of the Participant. If the Participant is
receiving payment of the Excess Retirement Benefit in the form of installments
pursuant to Section 4.4(c)(ii)(B), Section 4.4(c)(iii) or Section 4.4(c)(v) and
dies prior to receiving such installments for 120 months, the present value of
the remaining payments shall be made to the Surviving Spouse of such
Participant, or if there is no Surviving Spouse, to the estate of the
Participant. Such present value shall be calculated using the interest rate that
was used to determine the amount of the monthly installments at the time
distribution of such payments commenced.

     

    (e) Death following commencement
of distribution for a Participant who is a SERP Participant on December 31,
2008:  Upon the death following commencement of benefits under
the Plan of a Participant described in Section 4.4(c)(iv), further payment of
benefits related to the Excess Retirement Benefit shall be the survivor benefit,
if any, payable under the terms of an election made on or before December 31,
2008 with respect to benefits that may become payable to the Participant under
the SERP and under this Plan, determined under the actuarial assumptions and
methodology set forth in the SERP.   Any survivor benefit payable
pursuant to this Section 4.5(e) shall be paid to the same beneficiary to whom
survivor benefits are payable under the SERP.

     

    
      	
              4.6.

            	
              Future
      Benefit Adjustments

            


    

     

    (a)           Effective
with respect to benefits that commenced on or before December 1, 2008, if a
Participant has commenced receiving a pension under the Qualified Plan (other
than a deferred vested pension under a formula other than cash balance) in the
form of either a joint and 50 percent survivor annuity or a joint and 100
percent survivor annuity (including such a joint and survivor annuity pursuant
to the cash payment option under the AT&T Management Pension Plan) and his
or her designated annuitant subsequently predeceases him or her, the
Participant’s Excess Retirement Benefit under this Plan shall be adjusted
prospectively, by increasing the monthly pension by the original cost of the
survivor annuity form of benefit under the Qualified Plan. Such adjustment shall
be effective as of the first day of the first month following the death of the
Participant’s designated annuitant.  The amount, if any, which is to
be paid from this Plan following the death of such designated annuitant shall be
determined pursuant to the recalculation provisions of Section 4.2 and Section
4.3. The provisions of this Section 4.6(a) do not apply with respect to a
distribution in the form of a commercial annuity pursuant to Section
7.1.

     

     (b)           In
the event that, following commencement of benefits on or before December 1, 2008
to a Participant or Surviving Spouse under the Plan, the Qualified Plan benefit
is subsequently increased as a result of a successful claim for benefits under
the Qualified Plan, the Excess Retirement Benefit to the Participant or
Surviving Spouse under this Article 4 shall be recalculated as soon as
practicable after the Qualified Plan benefit is adjusted.  The Company
shall have the right to recover any benefits paid from this Plan to the extent
that such payments are subsequently paid by the Qualified Plan as a result of
such successful claim for benefits under those plans.

     

    
      	
              4.7.

            	
              Suspension
      and Recommencement of Benefit
Payments

            


    

     

    Subject
to Section 5.2, if a Participant’s benefit payments under the Qualified Plan are
suspended (or would have been suspended if the Participant had not received his
or her total benefit under such plan as a lump sum) under the terms of that plan
because of his or her employment or reemployment subsequent to termination of
employment, any type of benefit payment he or she is entitled to under this Plan
shall be permanently suspended for the period of such employment or reemployment
to the extent and in a manner consistent with the terms and conditions
applicable to the suspension of benefit payments under the Qualified Plan,
provided, however, that payments for which an Executive is entitled pursuant to
a commercial annuity contract purchased on his or her behalf pursuant to Section
7.1 of the Plan shall not be suspended for the period of such employment or
reemployment.  Payment of a Participant’s suspended benefit under this
Plan shall recommence simultaneously with the recommencement of his or her
benefits under the Qualified Plan.  The amount of the Participant’s
Excess Retirement Benefit upon recommencement shall be adjusted (including a
decrease, if applicable) to reflect adjustments, if any, in the amount of the
Participant’s pension benefit under the Qualified Plan resulting from the period
of reemployment, pursuant to Section 4.2 and/or Section 4.3, including any
recalculations pursuant to Section 4.2(b) and Section
4.3(b).  Following recommencement of payment under this Plan, the
Participant (or Surviving Spouse) shall not be eligible to receive any payments
that would otherwise have been payable but for the suspension.

     

    Notwithstanding
the preceding, effective beginning January 1, 2005, benefits shall not be
suspended during a period of employment or reemployment. Benefits paid upon a
subsequent termination of employment shall be reduced by the actuarial
equivalent of the benefit payments that were continued during
reemployment.

     

    
      	
              4.8.

            	
              Application
      of Code Section 417(e)

            


    

     

    Notwithstanding
the foregoing provisions of this Article 4, effective for distributions
commencing on or before December 1, 2008, if the application of Code Section
417(e) has resulted in an increase in the Participant’s or Surviving Spouse’s
otherwise payable benefit under the AT&T Management Pension Plan (including
the VRIP provisions) or the AT&T Pension Plan, the benefit otherwise
determinable under this Plan will be decreased by the amount of the increase
attributable to the application of Code Section 417(e) under the AT&T
Management Pension Plan or the AT&T Pension Plan, as applicable, even if
this decrease results in eliminating the Excess Retirement Benefit from this
Plan.

     

    
      	
              4.9.

            	
              Change
      in Control Provisions

            


    

     

    (a)    In
accordance with the preceding provisions of Article 3 and this Article 4,
following the occurrence of a Change in Control, the benefit determined pursuant
to Section 4.2 and/or Section 4.3 for a CIC Eligible Employee shall be
determined taking into account the Change in Control provisions of the AT&T
Management Pension Plan.

     

    (b)    Notwithstanding
the provisions of Section 9.1, or any other provision of the Plan, unless
required by applicable law, this Section 4.9 may not be amended in any manner
adverse to the interests of Participants without their consent and, further,
upon the occurrence of a Change in Control, no amendment may be made to this
Section 4.9 by the Board, the Company, (including any successor to the Company),
any committee, any officer, or any other party to suspend, modify, or eliminate
any benefit provisions that are applicable upon occurrence of a Change in
Control.  

     

    
      	
              4.10.

            	
              Excess
      Death Benefit

            


    

     

    (a)           If
an Accident Death Benefit (for periods prior to January 1, 1999), Sickness Death
Benefit or Pensioner Death Benefit (collectively, “Death Benefit”) is payable
under the terms of the AT&T Management Pension Plan but is limited by reason
of the Compensation Limitation, an Excess Death Benefit shall be paid as
provided in this Section 4.10 to the Beneficiary of an Executive otherwise
entitled to receive the Death Benefit under the terms and conditions of the
AT&T Management Pension Plan, including the condition that no Pensioner
Death Benefit is payable with respect to a Participant who has commenced
distribution of the pension benefit under the AT&T Management Pension Plan
but who at the time of death is not receiving payment in the form of an annuity
from that plan.

     

    (b)           The
amount, if any, of the Excess Death Benefit payable shall be equal to the
difference between (i) and (ii) where:

     

    “(i)”           is
the amount of the Death Benefit which would be provided to the Beneficiary under
the AT&T Management Pension Plan, if any, without regard to the Compensation
Limitation under the AT&T Management Pension Plan; and

     

    “(ii)”                      is
the amount of the Death Benefit actually payable to such Beneficiary under the
AT&T Management Pension Plan.

     

    (c)           The
Excess Death Benefit provided under this Plan, if any, (i) shall commence at the
same time, (ii) shall be paid for as long as, and (iii) shall be paid in the
same benefit form as the Committee or its delegate has determined with respect
to the Death Benefit payable under the AT&T Management Pension Plan.
Notwithstanding the preceding, effective for deaths occurring on or after
January 1, 2009, the Excess Death Benefit, if any, shall be paid in a lump sum
within a reasonable period of time following the date the Beneficiary is
identified by the Committee or its delegate.

     

    Article

       5.

    Miscellaneous
Provisions

     

    
      	
              5.1.

            	
              Determination
      of Benefits

            


    

     

    Except as
otherwise indicated herein, Excess Retirement Benefit payments under Article 4
of this Plan shall be calculated in accordance with the rules, procedures, and
assumptions utilized under the AT&T Management Pension Plan or the AT&T
Pension Plan, whichever is applicable. Thus, whenever it is necessary to
determine whether one benefit is less than, equal to, or larger than another, or
to determine the equivalent actuarial value of any benefit, whether or not such
form of benefit is provided under this Plan, such determination shall be made,
at the Administrator’s discretion, by AT&T Corp.’s enrolled actuary, using
mortality, interest and other assumptions normally used at the time in
determining actuarial equivalence under the AT&T Management Pension Plan or
AT&T Pension Plan, whichever is applicable.

     

    
      	
              5.2.

            	
              Mandatory
      Portability Agreement

            


    

     

    A
Participant (a) who is employed by an “Interchange Company,” as that term is
defined under the Mandatory Portability Agreement (“MPA”), subsequent to
retirement or termination of employment from AT&T Corp., its subsidiaries or
any affiliated company, (b) who is covered under the terms and conditions of the
MPA, and (c) for whom assets and liabilities are transferred from the AT&T
Management Pension Plan or the AT&T Pension Plan to a defined benefit
pension plan of an Interchange Company, shall forfeit his rights to an Excess
Retirement Benefit under this Plan, including the rights of the Participant’s
spouse to an Excess Retirement Benefit as a Surviving Spouse and the rights of a
Beneficiary to an Excess Death Benefit.


    Article

       6.

    Disposition
of Participating Company

     

    
      	
              6.1.

            	
              Sale,
      Spin-Off, or Other Disposition of Participating
  Company

            


    

     

    (a)           Subject
to Sections 5.2 and 10.1, in the event AT&T Corp. sells, spins off, or
otherwise disposes of a Subsidiary, or disposes of all or substantially all of
the assets of a Subsidiary such that one or more Participants terminate
employment for the purpose of accepting employment with the purchaser of such
stock or assets, any person employed by such Subsidiary who ceases to be an
employee as a result of the sale, spin-off, or disposition shall be deemed to
have terminated his or her employment with a Participating Company and be
eligible for an Excess Retirement Benefit commencing in accordance with the
terms and conditions of this Plan that are applicable to a separation from
service.  Further, if the Participant dies after termination of
employment as described in this Section 6.1, his or her Surviving Spouse
may be entitled to an Excess Retirement Benefit, if eligible as provided in
Sections 4.2 and 4.3, and/or his or her Beneficiary may be entitled to an Excess
Death Benefit, if eligible as provided in Section 4.10. Notwithstanding the
preceding, effective January 1, 2005, no distribution shall commence pursuant to
this Section 6.1(a) unless the Participant has a separation from service, as
defined under Code Section 409A, with all members of the AT&T controlled
group.

     

    (b)           Notwithstanding
the foregoing provisions of this Section 6.1, and subject to Section 10.1, if,
as part of the sale, spin-off, or other disposition of the stock or assets of a
Subsidiary, the Subsidiary, its successor owner, or any other party agrees in
writing to assume the liability for the payment of the Excess Retirement Benefit
and/or the Excess Death Benefit to which the Participant, Surviving Spouse
and/or Beneficiary would have been entitled under the Plan but for such sale,
spin-off, or other disposition, then the entitlement of the Participant or his
or her Surviving Spouse to an Excess Retirement Benefit and/or any Beneficiary
to an Excess Death Benefit under this Plan shall terminate. Any subsequent
entitlement of the former Participant or his or her Surviving Spouse or
Beneficiary to the Excess Retirement Benefit and/or the Excess Death Benefit
shall be the sole responsibility of the assuming party.

     


    Article

       7.

    Source
of Payment

     

    
      	
              7.1.

            	
              Source
      of Payments

            


    

     

    (a)     Benefits
arising under this Plan and all costs, charges, and expenses relating thereto
will be payable from the Company’s general assets. The Company may, however,
establish a trust to pay such benefits and related expenses, provided such trust
does not cause the Plan to be “funded” within the meaning of ERISA. To the
extent trust assets are available, they may be used to pay benefits arising
under this Plan and all costs, charges, and expenses relating thereto. To the
extent that the funds held in the trust, if any, are insufficient to pay such
benefits, costs, charges and expenses, the Company shall pay such benefits,
costs, charges, and expenses from its general assets.

     

    (b)   In
addition, subject to the provisions of  Section 7.1(d), the Company
may, in its sole discretion, purchase and distribute one or more commercial
annuity contracts, or cause the trustee of the trust to purchase and distribute
one or more commercial annuity contracts, to make benefit payments required
under this Plan, to any Officer, as defined in the AT&T Non-Qualified
Pension Plan, or the Surviving Spouse of any Officer, provided, however, that
with respect to an annuity purchase occurring prior to January 1,
2005,  the purchase and distribution of any such annuity contracts
shall be no sooner than the expiration of any forfeiture provisions applicable
to the Officer  under the AT&T Non-Competition Guidelines, or as
otherwise may be provided in accordance with procedures establish by the
Executive Vice President – Human Resources (or any successor to such position),
and provided further that, effective January 1, 2004, the Company’s right to
direct that payments under the Plan shall be made through one or more commercial
annuity contracts shall be applicable to only the benefits payable to any
Participant, or the Surviving Spouse of any such Participant, as applicable, who
(1) was  on the active payroll of the Company (or on an approved leave
of absence with guaranteed right of reinstatement) and classified as an Officer
on December 31, 2003, and (2) satisfies the age and service requirements, or is
within twelve months of satisfying the  requirements in effect at the
time the Participant terminates employment with the Company for the receipt of
retirement-related health benefits under the AT&T Corp. Postretirement
Welfare Benefits Plan (or any successor to such plan) (other than by virtue of
the “Rule of 65”or  through a Company-sponsored employee-paid health
benefits access program, or through the AT&T Corp. Separation Medical Plan),
without regard to whether or not the Officer has five years of service as of
December 31, 1999. Such annuity contracts may be purchased from a commercial
insurer acceptable to the Executive Vice President - Human Resources (or any
successor to such position). Further, the Executive Vice President - Human
Resources (or any successor to such position), may determine, in his or her sole
discretion, to pay additional sums to any Officer, from the Company’s general
assets or from the trust, if any, to reimburse the Officer for additional
federal and state income taxes estimated to be incurred by reason of the
distribution of any such annuity contracts. The Executive Vice President - Human
Resources (or any successor to such position) shall establish a methodology or
methodologies for determining the amount of such additional sums. The
methodology or methodologies selected shall be those that the Executive Vice
President - Human Resources (or any successor to such position) determines, in
his or her sole discretion, to be the most effective and administratively
feasible for the purpose of producing after-tax periodic benefit payments that
approximate the after-tax periodic benefit payments that would have been
received by Officers in the absence of the distribution of the annuity
contract.  Any such purchase and distribution of an annuity contract
shall be a full and complete discharge of the Plan’s, AT&T Corp.’s and the
Participating Companies’ liability for payments assumed by the issuer of the
annuity contract.

     

    (c)    Notwithstanding
the provisions of the preceding Section 7.1(b), effective January 1, 2005, a
Participant who is eligible to elect to receive his or her benefit under the
Plan in the form of a third-party commercial annuity contract pursuant to
Section 7.1(b) shall be required to submit an election, on a form provided by
the Company, with respect to the time and form of payment in which benefits
under this Plan shall be distributed for any reason other than the death of the
Participant.  Such election form shall be submitted to the Company no
later than one of the following dates, whichever is applicable:  (i)
such Eligible Employee’s separation from service, with respect to distribution
of such annuity contract during the 2005 calendar year, (ii) the earlier of (A)
such employee’s separation from service, or (B) December 31, 2005, with respect
to the distribution of such annuity contract during the 2006 calendar year, and
(iii) December 31, 2006, for distributions of such annuity contracts occurring
after the 2006 calendar year.  Notwithstanding the foregoing, the
Company may permit such an employee to submit a distribution election form in
2006 with respect to his or her benefits under the Plan, provided that such
election in the 2006 calendar year may not result in a change in payment
elections with respect to payments that the Participant would otherwise receive
during the 2006 calendar year, or to cause payments to be made in 2006, to the
extent permitted under the proposed Treasury Regulations under Code Section
409A.

     

    (d)  Notwithstanding
the provisions of the preceding Section 7.1(b) and Section 7.1(c), the annuity
purchase program described in Section 7.1(b) shall be discontinued effective
September 6, 2007, and any election in effect on September 6, 2007 pursuant to
which a Participant has elected to receive distribution of his or her benefits
under this Plan through the purchase of a commercial annuity contract shall be
null and void, as such election relates to any distribution from this Plan to a
Participant or Surviving Spouse occurring after September 6, 2007.

     

    
      	
              7.2.

            	
              Unfunded
      Status

            


    

     

    The Plan
at all times shall be entirely unfunded for purposes of the Code and ERISA and
no provision shall at any time be made with respect to segregating any assets of
a Participating Company for payment of any benefits hereunder. Funds that may be
invested through a trust described in Section 7.1 shall continue for all
purposes to be part of the general assets of the Participating Company that
invested the funds. The Plan constitutes a mere promise by AT&T Corp. and
the Participating Companies to make Excess Retirement Benefit payments and
Excess Death Benefit payments, if any, in the future. No Participant, Surviving
Spouse or any other person shall have any interest in any particular assets of a
Participating Company by reason of the right to receive a benefit under the Plan
and to the extent the Participant, Surviving Spouse or any other person acquires
a right to receive benefits under this Plan, such right shall be no greater than
the right of any unsecured general creditor of a Participating
Company.

     

    
      	
              7.3.

            	
              Fiduciary
      Relationship

            


    

     

    Nothing
contained in the Plan, and no action taken pursuant to the provisions of the
Plan, shall create or be construed to create a trust or a fiduciary relationship
between or among AT&T Corp., any other Participating Company, the Board, the
Administrator, the Committee, any Participant, any Surviving Spouse, or any
other person, except as provided in Section 8.4.

     


    Article

       8.

    Administration
of the Plan

     

    
      	
              8.1.

            	
              Administration

            


    

     

    AT&T
Corp. shall be the “administrator” of the Plan as that term is defined in
ERISA.

     

    
      	
              8.2.

            	
              Indemnification

            


    

     

    Neither
the Administrator, any member of the Board or of the Committee, nor each other
officer to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, shall be personally
liable by reason of any contract or other instrument executed by such individual
or on his or her behalf in his or her capacity as the Administrator or as a
member of the Board or of the Committee, nor for any mistake of judgment made in
good faith, and AT&T Corp. shall indemnify and hold harmless the
Administrator, each member of the Board, each member of the Committee, and each
other employee or officer to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim) arising out of any act or omission to act
in connection with the Plan unless arising out of such person’s own fraud or bad
faith.

     

    
      	
              8.3.

            	
              Claims
      Procedure

            


    

     

    (a)           All
claims for benefit payments under the Plan shall be submitted in writing by the
Participant, Surviving Spouse, Beneficiaries, estate, or the duly authorized
representative of such person or estate (“Claimant” for purposes of this Section
8.3) to the Plan Administrator. The Plan Administrator shall notify the Claimant
in writing within 90 days after receipt as to whether the claim has been granted
or denied. This period may be extended for up to an additional 90 days, for a
total of 180 days, in the case of special circumstances provided that written
notice of the extension is furnished to the Claimant prior to the commencement
of the extension. In the event the claim is denied, in whole or in part, the
Claimant will receive notice of the Plan Administrator’s decision, including:
(i) the specific reasons for the denial, (ii) reference to the pertinent Plan
provisions on which the denial is based, (iii) a description of any additional
material or information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary, and (iv) a
description of the Plan’s procedures for appealing the denial (including
applicable time limits) and the Claimant’s right to bring a civil action under
section 502(a) of ERISA, to the extent ERISA applies to such claim for benefits,
following an adverse determination on review.

     

    (b)           Any
Claimant whose claim for benefits has been denied, in whole or in part, may,
within 60 days of receipt of any adverse benefit determination, appeal such
denial to the Committee. All appeals shall be in the form of a written statement
and shall (i) set forth all of the reasons in support of favorable action on the
appeal, (ii) identify those provisions of the Plan upon which the Claimant is
relying, and (iii) include copies of any other documents, records and other
materials which may support favorable consideration of the claim. If the
Claimant submits a written request for review of a denied claim, the Claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the claim
(as defined in DOL Reg. §2560.503-1(m)(8) for claims filed on or after January
1, 2002), to the extent ERISA applies to such claim for benefits, and (iv) a
statement of the right of the Claimant to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on review, to the
extent ERISA applies to such claim for benefits. The Committee shall decide the
issues presented within 60 days after receipt of such request, but this period
may be extended for up to an additional 60 days in the case of special
circumstances provided that written notice of the extension is furnished to the
Claimant prior to the commencement of the extension.  The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render the determination. In the
case of an adverse determination, the decision of the Committee shall be set
forth in writing and include (i) the specific reason or reasons for the adverse
determination, (ii) reference to the pertinent Plan provisions on which the
denial is based, (iii) a statement that the Claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information (as defined in DOL Reg.
§2560.503-1(m)(8) for claims filed on or after January 1, 2002) relevant to the
Claimant’s claim for benefits, to the extent ERISA applies to such claim for
benefits, and (iv) a statement of the right of the Claimant to bring a civil
action under ERISA Section 502(a), to the extent ERISA applies to such claim for
benefits.

     

    Any
Claimant whose claim for benefits has been denied shall have such further rights
of review as are provided in ERISA Section 503, and the Committee and Plan
Administrator shall retain such right, authority, and discretion as is provided
in or not expressly limited by ERISA Section 503.

     

    (c)           The
Committee shall serve as the final review committee, under the Plan and ERISA,
for the review of all appeals by Claimants whose initial claims for benefits
have been denied, in whole or in part, by the Plan Administrator. The Committee
shall have the authority, subject to Section 8.3(d), to determine conclusively
for all parties any and all questions arising from administration of the Plan,
and shall have sole and complete discretionary authority and control to manage
the operation and administration of the Plan, including, but not limited to,
authorizing disbursements according to the Plan, the determination of all
questions relating to eligibility for participation and benefits, interpretation
of all Plan provisions, determination of the amount and kind of benefits payable
to any Participant, Surviving Spouse, Beneficiary or estate, and the
construction of disputed and doubtful terms. Such decisions by the Committee
shall be conclusive and binding on all parties and not subject to further
review.

     

    (d)           In
the event that the Company (or its designee) fails to make a decision on a claim
and/or appeal within 20 days of an event entitling the Claimant to a payment
under this Plan (or, if later, within the ninety/sixty day period, with
extensions, set forth in Section 8.3(a) and (b)), the Trustee of the AT&T
Corp. Benefits Protection Trust (“Trust”) may make a decision in lieu of the
Company (or its designee) as authorized by the Trust and subject to the terms
and conditions of the Trust.  Any decision by the Trustee to make a
payment under this Plan to the Claimant is subject to the availability of Trust
assets allocated to pay benefits under this Plan.  A payment to the
Claimant from the prorated Trust assets shall be considered a satisfaction of
the Company’s liability under this Plan to the extent payment from the Trust was
sufficient to cover the amount determined by the Trustee as the amount to which
the Claimant was entitled.

     

    
      	
              8.4.

            	
              Named
      Fiduciaries

            


    

     

    AT&T
Corp., the Committee, the Administrator(s) and each Participating Company, and
effective beginning August 22, 2006, the Chief Financial Officer of AT&T
Inc., and the individual directly reporting to the Chief Executive Officer of
AT&T Inc., who has responsibility for human resource matters, are each a
named fiduciary as that term is used in ERISA with respect to the particular
duties and responsibilities herein provided to be allocated to each of them,
respectively.

     

    
      	
              8.5.

            	
              Role
      of the Committee

            


    

     

    (a)           The
Committee shall have the specific powers elsewhere herein granted to it and
shall have such other powers as may be necessary in order to enable it to
administer the Plan, except for powers herein granted or provided to be granted
to others.

     

    (b)           The
adoption of by-laws and rules for the employment of a secretary and assistants
shall be the same as are set forth in AT&T Management Pension Plan or the
AT&T Pension Plan.

     

    
      	
              8.6.

            	
              Allocation
      of Responsibilities

            


    

     

    AT&T
Corp. may allocate responsibilities for the operation and administration of the
Plan consistent with the Plan’s terms, including allocation of responsibilities
to the Committee and the other Participating Companies. AT&T Corp. and other
named fiduciaries may designate in writing other persons to carry out their
respective responsibilities under the Plan, and may employ persons to advise
them with regard to any such responsibilities.

     

    
      	
              8.7.

            	
              Multiple
      Capacities

            


    

     

    Any
person or group of persons may serve in more than one fiduciary capacity with
respect to the Plan.

     


    Article

       9.

    Amendment
and Termination

     

    
      	
              9.1.

            	
              Amendment
      and Termination

            


    

     

    Pursuant
to ERISA Section 402(b)(3), and subject to Section 4.9 of the Plan, the
Board or its delegate (acting pursuant to the Board’s delegations of authority
then in effect) may from time to time amend, suspend, or terminate the Plan at
any time. Plan amendments may include, but are not limited to, elimination or
reduction in the level or type of benefits provided prospectively to any class
or classes of Participants (and Surviving Spouses and Beneficiaries). Any and
all Plan amendments may be made without the consent of any Participant,
Surviving Spouse or Beneficiary. Notwithstanding the foregoing, no such
amendment, suspension, or termination shall retroactively impair or otherwise
adversely affect the rights of any Participant, Surviving Spouse, or other
person to benefits under the Plan, the AT&T Management Pension Plan or the
AT&T Pension Plan which have arisen prior to the date of such
action.

     

    Notwithstanding
the preceding, the Board may adopt any prospective or retroactive amendment that
it determines is necessary for the Plan to maintain its compliance with Code
Section 409A.

     


    Article

       10.

    General
Provisions

     

    
      	
              10.1.

            	
              Binding
      Effect

            


    

     

    The Plan
shall be binding upon and inure to the benefit of each Participating Company and
its successors and assigns, and to each Participant, his or her successors,
designees, Beneficiaries, designated annuitants, and estate. The Plan shall also
be binding upon any successor corporation or organization succeeding to
substantially all of the assets and business of AT&T Corp. Nothing in the
Plan shall preclude AT&T Corp. from merging or consolidating into or with,
or transferring all or substantially all of its assets to, another corporation
which assumes the Plan and all obligations of AT&T Corp. hereunder. AT&T
Corp. agrees that it will make appropriate provision for the preservation of the
rights of Participants, Surviving Spouses and Beneficiaries under the Plan in
any agreement or plan or reorganization into which it may enter to effect any
merger, consolidation, reorganization, or transfer of assets. Upon such a
merger, consolidation, reorganization, or transfer of assets, the term
“Participating Company” shall refer to such other corporation and the Plan shall
continue in full force and effect.

     

    
      	
              10.2.

            	
              No
      Guarantee of Employment

            


    

     

    Neither
the Plan nor any action taken hereunder shall be construed as (i) a contract of
employment or deemed to give any Participant the right to be retained in the
employment of a Participating Company, the right to any level of compensation,
or the right to future participation in the Plan; or (ii) affecting the right of
a Participating Company to discharge or dismiss any Participant at any
time.

     

    
      	
              10.3.

            	
              Assignment
      of Benefits

            


    

     

    No Excess
Retirement Benefit or Excess Death Benefit under this Plan or any right or
interest in such Excess Retirement Benefit or Excess Death Benefit shall be
assignable or subject in any manner to anticipation, alienation, sale, transfer,
claims of creditors, garnishment, pledge, execution, attachment or encumbrance
of any kind, including, but not limited to, pursuant to any domestic relations
order (within the meaning of ERISA Section 206(d)(3) and Code
Section 414(p)(1)(B)) or judgment or claims for alimony, support, separate
maintenance, and claims in bankruptcy proceedings, and any such attempted
disposition shall be null and void.

     

    
      	
              10.4.

            	
              Facility
      of Payment

            


    

     

    If the
Plan Administrator shall find that any person to whom any amount is or was
payable under the Plan is unable to care for his or her affairs because of
illness or accident, then any payment, or any part thereof, due to such person
(unless a prior claim therefore has been made by a duly appointed legal
representative), may, if the Plan Administrator so directs AT&T Corp., be
paid to the same person or institution that the benefit with respect to such
person is paid or to be paid under the AT&T Management Pension Plan or
AT&T Pension Plan, if applicable, or the Participant’s Surviving Spouse, a
child, a relative, an institution maintaining or having custody of such person,
or any other person deemed by the Administrator to be a proper recipient on
behalf of such person otherwise entitled to payment. Any such payment shall be
in complete discharge of the liability of AT&T Corp., the Board, the
Committee, the Administrator, and the Participating Company therefore. If any
payment to which a Participant, Surviving Spouse or Beneficiary is entitled
under this Plan is unclaimed or otherwise not subject to payment to the person
or persons so entitled, such amounts representing such payment or payments shall
be forfeited after a period of two years from the date the first such payment
was payable and shall not escheat to any state or revert to any party; provided,
however, that any such payment or payments shall be restored if any person
otherwise entitled to such payment or payments makes a valid claim.

     

    
      	
              10.5.

            	
              Severability

            


    

     

    If any
section, clause, phrase, provision, or portion of this Plan or the application
thereof to any person or circumstance shall be invalid or unenforceable under
any applicable law, such event shall not affect or render invalid or
unenforceable the remainder of this Plan and shall not affect the application of
any section, clause, provision, or portion hereof to other persons or
circumstances.

     

    
      	
              10.6.

            	
              Plan
      Year

            


    

     

    Each plan
year shall begin on January 1 and end on December 31.

     

    
      	
              10.7.

            	
              Headings

            


    

     

    The
captions preceding the sections and articles hereof have been inserted solely as
a matter of convenience and shall not in any manner define or limit the scope or
intent of any provisions of the Plan.

     

    
      	
              10.8.

            	
              Governing
      Law

            


    

     

    The Plan
shall be governed by the laws of the State of Texas (other than its conflict of
laws provisions) from time to time in effect, except to the extent such laws are
preempted by the laws of the United States of America.

     

    
      	
              10.9.

            	
              Entire
      Plan

            


    

     

    This
written Plan document is the final and exclusive statement of the terms of this
Plan, and any claim of right or entitlement under the Plan shall be determined
in accordance with its provisions pursuant to the procedures described in
Article 8. Unless otherwise authorized by the Board or its delegate, no
amendment or modification to this Plan shall be effective until reduced to
writing and adopted pursuant to Section 9.1.

     

    
      	
              10.10.

            	
              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. Any recovery of overpayment pursuant to this Section 10.10
may be deducted from future benefits payable to or on behalf of the Participant
from this Plan.