Exhibit 10-n


 


 


AT&T HEALTH PLAN


Effective January 1, 2020 


 


ARTICLE 1   PURPOSE


The AT&T Health Plan ("Plan")
provides Participants with certain medical, dental, and vision benefits, as
specified herein.  Effective March 23, 2010, the Plan shall be frozen to new Participants,
except as described in Section 2.15.  The Company intends this Plan to be a
“grandfathered health plan” under the Patient Protection and Affordable Care
Act (the “Affordable Care Act”).  Appendix C hereto contains the required
Participant disclosure regarding the Plan’s grandfathered status under the
Affordable Care Act.


 


ARTICLE 2   DEFINITIONS


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


 


2.1               
 Active
Participant.  “Active Participant” shall mean an Active Employee Participant and his
Dependents.


 


2.2               
 Active
Employee Participant.  “Active Employee Participant” shall mean an Eligible Employee
electing to participate in the Plan while in active service, on a Leave of
Absence or while receiving short term disability benefits under the Officer
Disability Plan.


 


2.3               
 Annual
Deductible. 
“Annual Deductible” shall mean the amount the Active Participant must pay for
Covered Health Services in a Plan Year before the Plan will begin paying for
Covered Benefits in that calendar year.  The Annual Deductible applies to all
Covered Health Services.  The Annual Deductible does not apply to Preventive
Care, Dental Services and Vision Services.   Once the Participant meets his
applicable Annual Deductible, the Plan will begin to pay Covered Benefits,
subject to any required Coinsurance, in accordance with and as governed by
Section 4.1.  The applicable Annual Deductible is set forth in Appendix A
to this Plan. 


 


2.4               
 Annual
Out-of-Pocket Maximum.  “Annual Out-of-Pocket Maximum” shall mean the maximum amount of
Covered Health Services an Active Participant must pay out-of-pocket every
calendar year, including the Participant’s Annual Deductible.  Once the
Participant reaches the applicable Annual Out-of-Pocket Maximum, Covered
Benefits for those Covered Health Services that apply to the Annual Out-of-Pocket
Maximum are payable in accordance with and as governed by Section 4.1 during
the rest of that Plan Year.  The following costs shall never apply toward the
Annual Out-of-Pocket Maximum:  (a) any applicable Monthly Contributions and (b)
any charges for Non-Covered Health Services.  Even when the Annual
Out-of-Pocket Maximum has been reached, Covered Benefits will not be provided
for the following:  (a) any applicable Monthly Contributions and (b) any
charges for Non-Covered Health Services.  The applicable Annual Out-of-Pocket
Maximum is set forth in Appendix A to this Plan.


 


2.5               
 AT&T.  “AT&T” shall mean
AT&T Inc.  References to “Company” shall mean AT&T.


 



 

 






 


 








2.6               
 CEO.  "CEO" shall mean
the Chief Executive Officer of AT&T Inc. 


 


2.7               
 COBRA.  “COBRA” shall mean the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended.


 


2.8               
 Coinsurance.  “Coinsurance” shall mean the
amount an Active Participant must pay each time he/she receives Covered Health
Services, after he/she meets the applicable Annual Deductible.  Coinsurance
payments are calculated as a percentage of Covered Health Services, rather than
a set dollar amount.  Coinsurance does not apply to Preventive Care, Dental
Services and Vision Services (or Medical Services for Retired Participants as
provided in Section 4.1(c)).  The applicable Coinsurance percentage is set
forth in Appendix A to this Plan.  


 


2.9               
 Committee.  "Committee" shall
mean the Human Resources Committee of the Board of Directors of AT&T Inc.


 


2.10            
 Covered
Benefits. 
“Covered Benefits” shall mean the benefits provided by the Plan, as provided
for and governed by Section 4.1 of the Plan.


 


2.11            
 Covered
Health Services.  “Covered Health Services” means all Medical Services or
Preventive Care that would qualify as deductible medical expenses for federal
income tax purposes, whether deducted or not.  Dental Services and Vision
Services are not included in the definition of Covered Health Services. 


 


2.12            
 Dental
Services. 
“Dental Services” shall mean services for dental and orthodontic care.   The
Plan Administrator, in its sole discretion, shall determine whether a
particular service is classified as Preventive Care or a Dental, Medical or
Vision Service. 


 


2.13            
 Dependent(s).  “Dependent(s)” shall mean those
individuals who would qualify as a Participant’s dependent(s) under the terms
of the AT&T Medical Program.


 


2.14            
 Disability.  "Disability" shall
mean qualification for long term disability benefits under Section 3.1 of the
Officer Disability Plan. 


 


2.15            
 Eligible
Employee. 
"Eligible Employee" shall mean an Officer.  Notwithstanding the
foregoing, the CEO may, from time to time, exclude any Officer or group of
Officers from being an “Eligible Employee” under this Plan.  Employees of a
company acquired by AT&T shall not be considered an Eligible Employee
unless designated as such by the CEO.  Notwithstanding the foregoing, only the
Committee shall have the authority to exclude from participation or take any
action with respect to Executive Officers.   


 


Notwithstanding
the foregoing provisions, unless otherwise provided for in Appendix D to this
Plan, individuals hired, rehired or promoted to an Officer level position on or
after March 23, 2010 shall be excluded from the term Eligible Employee, and
such individuals (and their Dependents) shall not be eligible to participate in
this Plan.


 


2.16            
 Employer.  "Employer" shall
mean AT&T Inc. or any of its Subsidiaries. 


 


2.17            
 Executive
Officer. 
“Executive Officer” shall mean any executive officer of AT&T, as that term
is used under the Securities Exchange Act of 1934.









 














 





2.18            
 International
Plan.  “International
Plan” shall mean the “AT&T International Health Plan” for Officers serving
in expatriate positions with the Company.  


 


2.19            
 Leave
of Absence. 
“Leave of Absence” shall mean a Company-approved leave of absence.


 


2.20            
 Medical
Services. 
“Medical Services” shall mean medical/surgical, mental health/substance abuse
and prescription pharmacy services.  The Plan Administrator, in its sole
discretion, shall determine whether a particular service is classified as
Preventive Care or a Medical, Dental or Vision Service.  Medical Services do
not include Dental Services and Vision Services.


 


2.21            
 Monthly
Contributions.  “Monthly Contributions” shall mean the monthly premiums or
contributions required for participation in this Plan as further governed by
Article 7 of the Plan.  The applicable Monthly Contributions are set forth in
Exhibit A to this Plan.


 


2.22            
 Non-Covered
Health Services.  “Non-Covered Health Services” shall mean any Medical Services or
Preventive Care which do not meet the definition of Covered Health Services.


 


2.23            
 Officer.  "Officer" shall
mean an individual who is designated as an officer level employee for
compensation purposes on the records of AT&T.


 


2.24            
 Participant.  “Participant” shall mean an
Active Participant or Retired Participant or both, as the context indicates. 


 


2.25            
 Plan
Administrator.  “Plan
Administrator” shall mean the SEVP-HR, or any other person or persons whom the
Committee may appoint to administer the Plan; provided that the Committee may
act as the Plan Administrator at any time.


 


2.26            
 Plan
Year.  ”Plan
Year” shall mean the calendar year. 


 


2.27            
 Preventive
Care. 
“Preventive Care” generally focuses on evaluating a Participant’s current
health status when the Participant is symptom-free and taking the necessary steps
to maintain the Participant’s health. The Plan Administrator, in its sole
discretion, shall determine whether a particular service constitutes Preventive
Care.


 


2.28            
 Qualified
Dependent.  “Qualified Dependent” shall
mean a
Dependent who loses coverage under a COBRA eligible program due to a Qualifying
Event.


 


2.29            
 Qualifying
Event. 
 “Qualifying
Event” shall mean any of the following events if, but for COBRA continuation
coverage, they would result in a Participant’s loss of coverage under this
Plan:  


 


(1)           death of a covered Eligible Employee;


(2)           termination (other than by reason of
such Eligible Employee’s gross  misconduct) of an Employee’s employment;


(3)           reduction in hours of an Eligible
Employee;



 

 






 








(4)           divorce
or legal separation of an Eligible Employee or dissolution of an Eligible
Employee’s registered domestic partnership;


(5)           an Eligible Employee’s entitlement to
Medicare benefits; or


(6)           a Dependent child ceasing to qualify as
a Dependent


 


2.30            
 Retire,
Retired or Retirement. 
“Retire,” “Retired” or "Retirement" shall mean the termination of an
Active Employee Participant's employment with AT&T or any of its
Subsidiaries, for reasons other than death, on or after the earlier of the
following dates:  (1) the date such Active Employee Participant has attained
age 55, and, for an Active Employee Participant on or after January 1, 2002,
has five (5) years of service, or (2) the date the Active Employee Participant
has attained one of the following combinations of age and service at
termination of employment on or after April 1, 1997:    


 


Net Credited Service                                               Age 


25 years or more                                                  50
or older


30 years or more                                                  Any
age


 


2.31        Retired
Participant.  “Retired Participant” shall mean a Retired Employee Participant and
his Dependents.   


 


2.32        Retired Employee
Participant.  “Retired Employee Participant” shall mean a former Active
Employee Participant who has Retired within the meaning of Section 2.30 and who
meets the additional requirements of Section 3.2 to be eligible for coverage in
Retirement.


 


2.33        SEVP-HR.            “SEVP-HR” shall
mean AT&T’s highest ranking Officer, specifically responsible for human
resources matters. 


 


2.34        Subsidiary .  "Subsidiary"
shall mean any corporation, partnership, venture or other entity in which
AT&T holds, directly or indirectly, a 50% or greater ownership interest. 
The Committee may, at its sole discretion, designate any other corporation,
partnership, venture or other entity a Subsidiary for the purpose of
participating in this Plan.  


  


2.35        Vision
Services. 
“Vision Services” shall mean services for vision care.  The Plan Administrator,
in its sole discretion, shall determine whether a particular service is
classified as Preventive Care or a Vision, Medical or Dental Service.


 


2.36        Medicare
Eligible Retired Participant.   “Medicare Eligible Retired
Participant” shall mean a Retired Participant who is eligible for Medicare due
to reaching the eligible age for Medicare.


 


 


ARTICLE 3   ELIGIBILITY


 


3.1               
 Active
Participants.  Each Eligible Employee shall be eligible to participate
in this Plan along with his/her Dependent(s) beginning on the effective date of
the employee becoming an Eligible Employee.


 



 

 









 





In order to continue participation, the Active Participant must
pay all applicable Monthly Contributions.  If an Active Employee Participant
terminates participation in this Plan at any time for any reason, that
Participant and his/her Dependent(s) shall be ineligible to participate in the
Plan at any time in the future. 


 


3.2               
 Retired
Participants.  Provisions of this Plan will continue in effect during Retirement
for each Retired Employee Participant and his/her Dependent(s) with respect to
any Eligible Employee who became a Participant before January 1, 1999.  Neither
an Eligible Employee who became a Participant after December 31, 1998 nor
his/her Dependent(s) shall be eligible for participation hereunder on or after
such Participant’s Retirement. Coverage for Retired Participants shall be subject
to the payment of all applicable Monthly Contributions, as governed by Article
7.  The provisions of this Plan related to Retired Participants, including the
level of Covered Benefits and the applicable Monthly Premiums, shall begin to
apply on the first day of the month following the month in which the Active
Employee Participant Retires.  If a Retired Employee Participant terminates
participation at any time for any reason, participation of that Retired
Employee participant and his/her Dependent(s) may not be reinstated for any
reason.


 


3.3               
 Requirement
to Enroll and Participate in Medicare and the International Plan.  Notwithstanding any
provision in this plan to the contrary, as a condition to participation in the
Plan, each Participant must be enrolled in, paying for, and participating in
(i) all parts of Medicare for which such Participant is eligible and for which
Medicare would be primary if enrolled therein, except for Medicare Part D
relating to prescription drug coverage, and (ii) the International Plan (if
eligible).


 


ARTICLE 4   BENEFITS


 


4.1               
 Covered
Benefits. Subject to the limitations in this Plan (including but not limited to the
loyalty conditions set forth in Article 8 below),
this Plan provides the benefits described below.  Monthly Contributions for
participation in this Plan, the International Plan, Medicare, or any other
health plan are not considered “services”, and are therefore are not Covered
Benefits under this Plan.


 


(a)     Active Participants (Medical
Services and Preventive Care) -  


 


Medical
Services - After the Annual Deductible has been met, 100% payment of Covered
Health Services not paid under the International Plan or Medicare minus the
amount of Coinsurance, until the Active Participant reaches the Annual
Out-of-Pocket Maximum, at which time coverage is 100% of Covered Health
Services (or 100% of Covered Health Services not paid under the International
Plan).


   


Preventive
Care - Preventive Care is covered at 100%, not subject to the Annual Deductible
or Coinsurance.  


 


(b)     Active Participants (Dental
Services and Vision Services) -


  


100%
payment, through reimbursement or otherwise, of all Dental Services and Vision
Services not paid under the Active Participant’s (i) Medicare, or (ii)
International Plan, provided expenses for such services would qualify as
deductible medical expenses for federal income tax purposes, whether deducted
or not.  



 

 






 












 





(c)    
 Retired
Participants


  


100% payment,
through reimbursement or otherwise, of all Medical, Dental, Vision and
Preventive services not paid under the Retired Participant’s Medicare, provided
expenses for such services would qualify as deductible medical expenses for
federal income tax purposes, whether deducted or not. 


 


 


4.2               
 Priority
of Paying Covered Claims.  Claims for benefits will be applied against the
various health plans, as applicable, and coordinated with Medicare in the
following order: 


(1)               
 Medicare, to the extent the Participant is eligible
therefore and such claim is actually paid by Medicare, 


(2)               
 International Plan, if applicable,


(2)           CarePlus, if elected, 


(3)           Long
Term Care Plan, if elected, 


(4)           this Plan.


 


 


ARTICLE 5   TERMINATION OF
PARTICIPATION


 


5.1               
 Termination
of Participation. 
Participation will cease on the last day of the month in which one of the
following conditions occurs:


 


(1)               
 A Participant ceases to meet the definition of a
Dependent (as set forth in Section 2.13 of this Plan) for any reason, in which
case participation ceases for such Participant;  


 


(2)               
 A Participant eligible to enroll in Medicare is no
longer a participant in all parts of Medicare for which such Participant is
eligible to enroll and for which Medicare would be primary if enrolled therein,
except for Medicare Part D relating to prescription drug coverage, in which
case participation ceases for such Participant;  


 


(3)               
 The Active Employee Participant’s termination of
employment for reasons other than Death, Disability, or Retirement by an
individual who meets the applicable requirements of Section 3.2 in order to
qualify for Plan benefits in Retirement, in which case participation ceases for
the Participant and his/her Dependent(s);


 


(4)               
 The demotion or designation of an Active Employee
Participant so as to no longer be eligible to participate in the Plan, in which
case participation ceases for the Participant and his/her Dependent(s);


 


(5)               
 The Active Employee Participant (or Retired Employee
Participant) participates in an activity that constitutes engaging in
competitive activity with AT&T or engaging in conduct disloyal to AT&T
under Article 8, in which case participation ceases for the Active Employee
Participant (or Retired Employee Participant) and his/her Dependent(s); or


 



 

 






 












 





(6)               
 Discontinuance of the Plan by AT&T, or, with
respect to a Subsidiary’s Active Employee Participants (or Retired Employee
Participants), such Subsidiary’s failure to make the benefits hereunder
available to Active Employee Participants employed by it (or its Retired
Employee Participants). 


 


5.2               
 Death.  In the event of the Active
Employee Participant’s (or Retired Employee’s Participant’s) death, his
Dependents may continue participation in this Plan as follows:


 


(1)           In the event of the death of a Retired Employee
Participant such Retired Employee Participant’s Dependents may continue
participation in this Plan, eligible for the Covered Benefits described in
Section 4.1(c) of the Plan, for so long as such Dependents would have otherwise
been eligible to participate under the terms of the AT&T Medical Program,
are paying any applicable contributions for this Plan as provided in Article 7,
and are participating in Medicare if eligible. If a surviving spouse of such
deceased Active Employee Participant otherwise eligible for participation in
the Plan remarries, his/her participation and the participation of any
otherwise eligible Dependents will cease with the effective date of his/ her
marriage.


 


(2)           In the event of an in-service death of an Active
Employee Participant eligible to participate in the Plan in Retirement as provided
under Article 3.2, who was Retirement eligible, within the meaning of Section
2.30, at the time of death, such Active Employee Participant’s surviving
Dependents may continue participation in this Plan, eligible for the Covered
Benefits described in Section 4.1(a) and (b), for so long as such Dependents
would have otherwise been eligible for participation under the terms of the
AT&T Medical Program, are paying any applicable contributions for this Plan
as provided in Article 7, and are participating in Medicare if eligible.  If a
surviving spouse of such deceased Active Employee Participant otherwise
eligible for participation in the Plan remarries, his/her participation and the
participation of any otherwise eligible Dependents will cease with the effective
date of his/ her marriage.


 


(3)           In the event of (i) an in-service death of an Active
Employee Participant not eligible to participate in the Plan in Retirement as
provided in Article 3.2 or (ii) an in-service death of an Active Employee
Participant eligible to participate in the Plan in Retirement as provided in
Article 3.2 but the individual was not Retirement eligible, within the meaning
of Section 2.30, at the time of death, such Active Employee Participant’s
Dependent(s) may continue participation in this Plan, eligible for the Covered
Benefits described in Sections 4.1(a) and (b), for a 36-month period commencing
the month following the month in which such Active Employee Participant dies as
long as such Dependent(s) would have otherwise been eligible for participation
under the terms of the AT&T Medical Program and subject to the payment of
Active Participant Contributions for the first 12 months and payment of Active
COBRA Contributions for the remaining 24 months, as provided by Articles 7 and
10.1.  If the Active Employee Participant’s Dependent(s) are eligible for
COBRA, they will automatically be enrolled in COBRA so that there is no lapse
in coverage, and this 36-month coverage will be integrated and run concurrently
with COBRA coverage.







 












 


 





ARTICLE 6   DISABILITY


 


6.1               
 Disability.  With respect to any Active
Employee Participant who commences receipt of short term or long term
disability benefits under the Officer Disability Plan, participation under this
Plan will be as follows: 


 


(1)           The Participant will continue to
participate in this Plan, eligible for the Covered Benefits described in
Section 4.1(a) and (b), for as long as he/she receives short term disability
benefits under the Officer Disability Plan and pays the applicable
contributions for this Plan as provided by Article 7. 


 


(2)           An Active Employee Participant not
eligible to participate in the Plan in Retirement as provided in Article 3.2
who commences long term disability benefits under the Officer Disability Plan
or an Active Employee Participant eligible to participate in the Plan in Retirement
as provided in Article 3.2 but who is not Retirement eligible, within the
meaning of Section 2.30, at the time long term disability benefits under the
Officer Disability Plan commence, will cease participation in this Plan (along
with his/her Dependents) effective as of the last day of the calendar month in
which such long term disability benefits commence, unless such benefits
commence on the first day of a calendar month, in which case participation in
this Plan shall cease effective as of the last day of the prior month.


 


(3)           An Active Employee Participant eligible
to participate in the Plan in Retirement as provided in Article 3.2 ,who is
Retirement eligible, within the meaning of Section 2.30, at the time long term
disability benefits under the Officer Disability Plan commence, will be
eligible to continue participation in this Plan on the same terms and
conditions that participation would be available to such Participant in
Retirement, subject to the payment of applicable contributions for this Plan as
provided by Article 7, regardless of his/her continued receipt of long term
disability benefits under the Officer Disability Plan. 


 


 


ARTICLE 7   COSTS


 


7.1               
 Provision
of Benefits under the Plan.  Except as provided below in this Article 7 with
respect to required Monthly Contributions or with respect to any required
Coinsurance, the benefits available to
Participants under this Plan shall be provided through an insurance policy
maintained by AT&T. 


 


7.2               
 Active
Participant Contributions.  An Active Participant electing to participate in
the Plan will pay Monthly Contributions to participate in the Plan while in
active service, while on Leave of Absence or while receiving short term
disability benefits under the Officer Disability Plan. The Monthly Contribution
for participation may change annually, effective at the beginning of each Plan
Year.  Contributions to be made by Active Participants electing to participate in
the Plan shall be set annually by the SEVP-HR, determined in the SEVP-HR’s sole
and absolute discretion.  The SEVP-HR may adopt tiered rates for similarly
situated groups of Participants based on factors such as the number of
Dependents covered or Medicare eligibility.  Notwithstanding the foregoing,
required Monthly Contributions for Executive Officers shall be approved by the
Committee.







 












 





7.3               
 Retired
Participant Contributions.  Retired Participants who elect to participate will
pay Monthly Contributions to participate in the Plan. The Monthly Contribution
for participation may change annually, effective at the beginning of each Plan
Year.  Contributions to be
made by Retired Participants who elect to participate shall be set annually by
the SEVP-HR (in his/her sole and absolute discretion), to the extent their
contributions have not previously been provided for in a separate agreement.


 


7.4               
 Survivor
Contributions.   Upon the death
of a Participant, the Participant’s Dependents shall be required to pay Monthly
Contributions to participate in the Plan.  The Monthly Contributions shall be set annually by the SEVP-HR, in the SEVP-HR’s sole and
absolute discretion.  Any changes to the Monthly Contributions shall be
effective at the beginning of each Plan Year.


 


7.5               
 Contributions
for Participants on Disability.  Participants continuing benefits while on Disability shall be
required to pay Monthly Contributions to participate in the Plan.  The Monthly
Contributions shall be set annually by the SEVP-HR,
determined in the SEVP-HR’s sole and absolute discretion.  Any changes
to the Monthly Contributions shall be effective at the beginning of each Plan
Year.


 


ARTICLE 8   LOYALTY CONDITIONS


 


8.1               
 Participants
acknowledge that no coverage and benefits would be provided under this Plan on
and after January 1, 2010 but for the loyalty conditions and covenants set
forth in this Article, and that the conditions and covenants herein are a
material inducement to AT&T’s willingness to sponsor the Plan and to offer
Plan coverage and benefits for the Participants on or after January 1, 2010. 
Accordingly, as a condition of receiving coverage and any Plan benefits on or
after January 1, 2010, each Participant is deemed to agree that he/she shall
not, without obtaining the written consent of the Plan Administrator in
advance, participate in activities that constitute engaging in competition with
AT&T or engaging in conduct disloyal to AT&T, as those terms are defined
in this Section.  Further and notwithstanding any other provision of this Plan,
all coverage and benefits under this Plan on and after January 1, 2010 with
respect to a Participant and his or her Dependents shall be subject in their
entirety to the enforcement provisions of this Section if the Participant,
without the Plan Administrator’s consent, participates in an activity that
constitutes engaging in competition with AT&T or engaging in conduct
disloyal to AT&T, as defined below.  The provisions of this Article 8 as in
effect immediately before such date shall be applicable to Participants who
retire before January 1, 2010.  


8.2               
 Definitions.  For purposes of this Article and of the
Plan generally


(1)               
 an “Employer Business”
shall mean AT&T, any Subsidiary, or any business in which AT&T or a
Subsidiary or an affiliated company of AT&T has a substantial ownership or
joint venture interest;



 

 






 












 





(2)               
 “engaging in
competition with AT&T” shall mean, while employed by an Employer Business
or within two (2) years after the Participant’s termination of employment,
engaging by the Participant in any business or activity in all or any portion
of the same geographical market where the same or substantially similar
business or activity is being carried on by an Employer Business.  “Engaging in
competition with AT&T” shall not include owning a nonsubstantial publicly
traded interest as a shareholder in a business that competes with an Employer
Business.  “Engaging in competition with AT&T” shall include representing
or providing consulting services to, or being an employee or director of, any
person or entity that is engaged in competition with any Employer Business or
that takes a position adverse to any Employer Business.


(3)               
 “engaging in conduct
disloyal to AT&T” means, while employed by an Employer Business or within
two  (2) years after the Participant’s termination of employment,
(i) soliciting for employment or hire, whether as an employee or as an
independent contractor, for any business in competition with an Employer Business,
any person employed by AT&T or its affiliates during the one (1) 
year prior to the termination of the Participant’s employment, whether or not
acceptance of such position would constitute a breach of such person’s
contractual obligations to AT&T and its affiliates; (ii) soliciting,
encouraging, or inducing any vendor or supplier with which Participant had
business contact on behalf of any Employer Business during the
two (2) years prior to the termination of the Participant’s employment,
for any reason to terminate, discontinue, renegotiate, reduce, or otherwise
cease or modify its relationship with AT&T or its affiliate; or
(iii) soliciting, encouraging, or inducing any customer or active
prospective customer with whom Participant had business contact, whether in
person or by other media, on behalf of any Employer Business during the
two (2) years prior to the termination of Participant’s employment
for any reason (“Customer”), to terminate, discontinue, renegotiate, reduce, or
otherwise cease or modify its relationship with any Employer Business, or to
purchase competing goods or services from a business competing with any
Employer Business, or accepting or servicing business from such Customer on
behalf of himself or any other business.  “Engaging in conduct disloyal to
AT&T” also means, disclosing Confidential Information to any third party or
using Confidential Information, other than for an Employer Business, or failing
to return any Confidential Information to the Employer Business following termination
of employment.


(4)               
 “Confidential
Information” shall mean all information belonging to, or otherwise relating to,
an Employer Business, which is not generally known, regardless of the manner in
which it is stored or conveyed to the Participant, and which the Employer
Business has taken reasonable measures under the circumstances to protect from
unauthorized use or disclosure.  Confidential Information includes trade
secrets as well as other proprietary knowledge, information, know-how, and
non-public intellectual property rights, including unpublished or pending
patent applications and all related patent rights, formulae, processes,
discoveries, improvements, ideas, conceptions, compilations of data, and data,
whether or not



 





 












 





patentable or copyrightable and whether or
not it has been conceived, originated, discovered, or developed in whole or in
part by the Participant.  For example, Confidential Information includes, but
is not limited to, information concerning the Employer Business’ business
plans, budgets, operations, products, strategies, marketing, sales, inventions,
designs, costs, legal strategies, finances, employees, customers, prospective
customers, licensees, or licensors; information received from third parties
under confidential conditions; or other valuable financial, commercial,
business, technical or marketing information concerning the Employer Business,
or any of the products or services made, developed or sold by the Employer
Business.  Confidential Information does not include information that (i) was
generally known to the public at the time of disclosure; (ii) was lawfully
received by the Participant from a third party; (iii) was known to the
Participant prior to receipt from the Employer Business; or (iv) was
independently developed by the Participant or independent third parties; in
each of the foregoing circumstances, this exception applies only if such public
knowledge or possession by an independent third party was without breach by the
Participant or any third party of any obligation of confidentiality or non-use,
including but not limited to the obligations and restrictions set forth in this
Plan.


 


8.3               
 Forfeiture
of Benefits.  Subject
to the provisions of Section 1001(5) of the Affordable Care Act, coverage and
benefits shall be forfeited and shall not be provided under this Plan for any
period as to which the Plan Administrator determines that, within the time
period and without the written consent specified, Participant has been either
engaging in competition with AT&T or engaging in conduct disloyal to
AT&T.


8.4               
 Equitable
Relief.  The parties recognize that any
Participant’s breach of any of the covenants in this Article 8 will cause
irreparable injury to AT&T, will represent a failure of the consideration
under which AT&T (in its capacity as creator and sponsor of the Plan)
agreed to provide the Participant with the opportunity to receive Plan coverage
and benefits, and that monetary damages would not provide AT&T with an
adequate or complete remedy that would warrant AT&T’s continued sponsorship
of the Plan and payment of Plan benefits for all Participants.  Accordingly, in
the event of a Participant’s actual or threatened breach of the covenants in
this Article, the Plan Administrator, in addition to all other rights and
acting as a fiduciary under ERISA on behalf of all Participants, shall have a
fiduciary duty (in order to assure that AT&T receives fair and promised
consideration for its continued Plan sponsorship and funding) to seek an
injunction restraining the Participant from breaching the covenants in this
Article 8.  In addition, AT&T shall pay for any Plan expenses that the
Plan Administrator incurs hereunder, and shall be entitled to recover from the
Participant its reasonable attorneys’ fees and costs incurred in obtaining such
injunctive remedies.  To enforce its repayment rights with respect to a
Participant, the Plan shall have a first priority, equitable lien on all Plan
benefits provided to or for the Participant and his or her Dependents.  In the
event the Plan Administrator succeeds in enforcing the terms of this Article
through a written settlement with the Participant or a court order granting an
injunction hereunder, the Participant shall be entitled to collect Plan benefits
collect Plan benefits prospectively, if the Participant is otherwise entitled
to such benefits, net of any fees and costs assessed pursuant hereto (which
fees and costs shall be paid to AT&T as a repayment on behalf of the
Participant), provided that the Participant complies with said settlement or
injunction.







 












 





8.5               
 Uniform
Enforcement.  In
recognition of AT&T’s need for nationally uniform standards for the Plan
administration, it is an absolute condition in consideration of any
Participant’s accrual or receipt of benefits under the Plan after January 1,
2010 that each and all of the following conditions apply to all Participants
and to any benefits that are paid or are payable under the Plan: 


(1)               
 ERISA shall control
all issues and controversies hereunder, and the Committee shall serve for purposes
hereof as a “fiduciary” of the Plan, and as its “named fiduciary” within the
meaning of ERISA.


(2)               
 All litigation between
the parties relating to this Article shall occur in federal court, which shall
have exclusive jurisdiction, any such litigation shall be held in the United
States District Court for the Northern District of Texas, and the only remedies
available with respect to the Plan shall be those provided under ERISA.


(3)               
 If the Plan
Administrator determines in its sole discretion either (I) that AT&T or its
affiliate that employed the Participant terminated the Participant’s employment
for cause, or (II) that equitable relief enforcing the Participant’s covenants
under this Article 8 is either not reasonably available, not ordered by a
court of competent jurisdiction, or circumvented because the Participant has
sued in state court, or has otherwise sought remedies not available under
ERISA, then in any and all of such instances the Participant shall not be
entitled to collect any Plan benefits, and if any Plan benefits have been paid
to the, the Participant shall immediately repay all Plan benefits to the Plan
(with such repayments being used within such year for increased benefits for
other Participants in any manner determined in the Plan Administrator’s
discretion) upon written demand from the Plan Administrator.  Furthermore, the
Participant shall hold AT&T and its affiliates harmless from any loss,
expense, or damage that may arise from any of the conduct described in clauses
(I) and (II) hereof.


 


ARTICLE 9   MISCELLANEOUS


 


9.1               
 Administration.  The Plan Administrator is
the named fiduciary of the Plan and has the power and duty to do all things
necessary to carry out the terms of the Plan.  The Plan Administrator has the
sole and absolute discretion to interpret the provisions of the Plan, to make
findings of fact, to determine the rights and status of Participants and other
under the Plan, to determine which expenses and benefits qualify as Covered
Health Services or Covered Benefits, to make all benefit determinations under
the Plan, to decide disputes under the Plan and to delegate all or a part of
this discretion to third parties and insurers.  To the fullest extent permitted
by law, such interpretations, findings, determinations and decisions shall be
final, binding and conclusive on all persons for all purposes of the Plan.  The
Plan Administrator may delegate any or all of its authority and responsibility
under the Plan to other individuals, committees, third party administrators,
claims administrators or insurers for any purpose, including, but not limited
to the processing of benefits and claims related thereto.  In carrying out
these functions, these individuals or entities have been delegated
responsibility and discretion for interpreting the provisions of the Plan,
making findings of fact, determining the rights



 

 






 












 





and status of Participants and others under the Plan, and deciding
disputes under the Plan and such interpretations, findings, determinations and
decisions shall be final, binding and conclusive on all persons for all
purposes of the Plan.  


 


9.2               
 Amendments
and Termination.  This Plan may be modified or terminated at any time in
accordance with the provisions of AT&T's Schedule of Authorizations. 


 


9.3               
 Newborns'
and Mothers' Health Protection Act of 1996.  To the extent this Plan provides benefits for hospital lengths
of stay in connection with childbirth, the Plan will cover the minimum length
of stay required for deliveries (i.e., a 48-hour hospital stay after a vaginal
delivery or a 96-hour stay following a delivery by Cesarean section.)  The
mother’s or newborn’s attending physician, after consulting with the mother,
may discharge the mother or her newborn earlier than the minimum length of stay
otherwise required by law.  Such coverage shall be subject to all other
provisions of this Plan.


 


9.4               
 Women's
Health and Cancer Rights Act of 1998.  To the
extent this Plan provides benefits for mastectomies, it will provide, for an
individual who is receiving benefits in connection with a mastectomy and who
elects breast reconstruction in connection with such mastectomy, coverage for
reconstruction on the breast on which the mastectomy was performed, surgery and
reconstruction on the other breast to give a symmetrical appearance, and
prosthesis and coverage for physical complications of all stages of the
mastectomy, including lymphedemas.  Such coverage shall be subject to all other
provisions of this Plan.


 


9.5               
 Paul
Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act of
2008.   To the extent
this Plan provides mental health benefits or substance use disorder benefits it
will not place annual or lifetime maximums for such benefits that are lower
than the annual and lifetime maximums for physical health benefits.  In
addition, the financial requirements (e.g., deductibles and co-payments) and
treatment limitations (e.g., number of visits or days of coverage) that apply
to mental health benefits or substance use disorder benefits will not be more
restrictive than the predominant financial requirements or treatment
limitations that apply to substantially all medical/surgical benefits; mental
health benefits and substance use disorder benefits will not be subject to any
separate cost sharing requirements or treatment limitations that only apply to
such benefits; if the Plan provides for out of network medical/surgical or
substance use disorder benefits, it will provide for out of network mental health
and substance use disorder benefits and standards for medical necessity
determinations and reasons for any denial of benefits relating to mental health
benefits and substance use disorder benefits will be made available upon
request to plan participants.  Such coverage shall be subject to all other
provisions of this Plan.


 


9.6               
 Continuation
of Coverage During Family or Medical Leave.  During any period which an Active
Employee Participant is on a family or medical leave as defined in the Family
or Medical Leave Act, any benefit elections in force for such Participant shall
remain in effect.  While the Participant is on paid leave, contributions shall
continue.  If the Participant is on an unpaid leave, the Participant may elect
to prepay required contributions on a pre-tax basis before the commencement of
such unpaid leave.  Alternatively, the Participant may elect to make such
payments on an after-tax basis monthly in accordance with an arrangement that
the Plan Administrator shall provide.  If coverage is not continued during the
entire period of the family or medical leave because the Participant declines
to pay the premium, the coverage must be reinstated upon reemployment with no
exclusions or waiting periods, notwithstanding any other provision



 





 












 





of this Plan to the contrary. If the
Participant does not return to work upon completion of the leave, the
Participant must pay the full cost of any health care coverage that was
continued on his/her behalf during the leave.  These rules apply to the COBRA
eligible programs.  


  


9.7               
 Rights While
on Military Leave. 
Pursuant to the provisions of the Uniformed
Services Employment and Reemployment Rights Act of 1994, an Active Employee
Participant on military leave will be considered to be on a Leave of Absence
and will be entitled during the leave to the health and welfare benefits that
would be made available to other similarly situated employees if they were on a
Leave of Absence.  This entitlement will end if the individual provides written
notice of intent not to return to work following the completion of the military
leave.  The individual shall have the right to continue his/her coverage,
including any Dependent coverage, for the lesser of the length of the leave or
18 months.  If the military leave is for a period of 31 days or more, the
individual may be required to pay 102 percent of the total premium (determined
in the same manner as a COBRA continuation coverage premium).  If coverage is
not continued during the entire period of the military leave because the
individual declines to pay the premium or the leave extends beyond 18 months,
the coverage must be reinstated upon reemployment with no pre-existing
condition exclusions (other than for service-related illnesses or injuries) or
waiting periods (other than those applicable to all Eligible Employees).


 


9.8               
 Qualified Medical Child Support Orders.  The Plan will comply with any Qualified
Medical Child Support Order issued by a court of competent jurisdiction or
administrative body that requires the Plan to provide medical coverage to a
Dependent child of an Active Employee or Retired Employee Participant.  The
Plan Administrator will establish reasonable procedures for determining whether
a court order or administrative decree requiring medical coverage for a
Dependent child meets the requirements for a Qualified Medical Child Support
Order.  The cost of coverage or any additional cost of such coverage, if any,
shall be borne by the Participant.


 


9.9               
 Right of Recovery.   If the Plan has made an erroneous or excess
payment to any Participant, the Plan Administrator shall be entitled to recover
such excess from the individual or entity to whom such payments were made.  The
recovery of such overpayment may be made by offsetting the amount of any other
benefit or amount payable by the amount of the overpayment under the Plan.


 


ARTICLE 10   COBRA


 


10.1            
 Continuation
of Coverage Under COBRA.  Participants
shall have all COBRA continuation rights required by federal law and all
conversion rights.  COBRA continuation coverage shall be continued as provided
in this Article 10.   


 


10.2            
 COBRA
Continuation Coverage for Terminated Participants.  A covered Active Employee Participant may elect COBRA
continuation coverage, at his/her own expense, if his participation under this
Plan would terminate as a result of one of the following Qualifying Events: an
Employee’s termination of employment or reduction of hours with an Employer.  


 


10.3            
 COBRA
Continuation Coverage for Dependents.  A Qualified
Dependent may elect COBRA continuation coverage, at his/her own expense, if
his/her participation under this Plan would terminate as a result of a
Qualifying Event.
 









 





10.4            
 Period of
Continuation Coverage for Covered Participants.  A covered Active Employee Participant who qualifies for COBRA
continuation coverage as a result of a Participant’s termination of employment
or reduction in hours of employment described in Subsection 10.2 may elect
COBRA continuation coverage for up to 18 months measured from the date of the
Qualifying Event.  


 


Coverage under this Subsection 10.4
may not continue beyond the:






(1)         
 date on which the Active Employee Participant’s
Employer ceases to maintain this Plan;






(2)         
 last day of the month for which premium payments have
been made with respect to this Plan, if the individual fails to make premium
payments on time, in accordance with Subsection 10.6;






(3)         
 date the covered Active Employee Participant becomes
entitled to Medicare; or






(4)         
 date the covered Participant is no longer subject to a
pre-existing condition exclusion under the Participant's other coverage or new
employer plan for the type of coverage available under the COBRA eligible
program for which the COBRA election was made.


 


10.5            
 Period of COBRA Continuation Coverage for Dependents.  If a Qualified
Dependent elects COBRA continuation coverage under a COBRA eligible program as
a result of the an Active Employee Participant’s termination of employment as
described in Subsection 10.2, continuation coverage may be continued for up to
18 months measured from the date of the Qualifying Event.  COBRA continuation
coverage for all other Qualifying Events may continue for up to 36 months.


 


Continuation coverage under this
Subsection 10.5 with respect to a COBRA eligible program may not continue
beyond the date:






(1)         
 on which premium payments have not been made, in
accordance with Subsection 10.6 below;






(2)         
 the Qualified Dependent becomes entitled to Medicare; 






(3)         
 on which the Employer ceases to maintain this Plan; or






(4)         
 the Qualified Dependent is no longer subject to a
pre-existing condition exclusion under the Participant’s other coverage or new
employer plan for the type of coverage available under this Plan. 


 


 


10.6            
 Contribution Requirements for COBRA Continuation Coverage.  Covered
Participants and Qualified Dependents who elect COBRA continuation coverage as
a result of a Qualifying Event will be required to pay continuation coverage
payments.  Continuation coverage payments are the payments required for COBRA
continuation coverage that is an amount equal to a reasonable estimate of the
cost to this Plan of providing coverage for all covered Participants at the
time of the Qualifying Event plus a 2% administrative expense.










 





10.7            
 In the case of a disabled individual who receives an additional
11-month extended coverage under COBRA, the Employer may assess up to 150% of
the cost for this extended coverage period.  Such cost shall be determined on
an actuarial basis and take into account such factors as the Secretary of the
Treasury may prescribe in regulations.


 


Covered Participants and Qualified
Dependents must make the continuation coverage payment prior to the first day
of the month in which such coverage will take effect.  However, a covered
Participant or Qualified Dependent has 45 days from the date of an affirmative
election to pay the continuation coverage payment for the first month's payment
and the cost for the period between the date medical coverage would otherwise
have terminated due to the Qualifying Event and the date the covered
Participant and/or Qualified Dependent actually elects COBRA continuation
coverage.  


 


The covered Participant and/or
Qualified Dependent shall have a 30-day grace period to make the continuation
coverage payments due thereafter.  Continuation coverage payments must be
postmarked on or before the completion of the 30-day grace period.  If
continuation coverage payments are not made on a timely basis, COBRA
continuation coverage will terminate as of the last day of the month for which
timely premiums were made.  The 30-day grace period shall not apply to the
45-day period for the first month’s payment of COBRA premiums as set out in the
section above. 


 


If payment is received that is
significantly less than the required continuation coverage payment, then
continuation coverage will terminate as of the last day of the month for which
premiums were paid.  A payment is considered significantly less than the amount
due if it is greater than the lesser of $50 or 10% of the required continuation
coverage payment.  Upon receipt of a continuation coverage payment that is
insignificantly less than the required amount, the Plan Administrator must
notify the covered Participant or Qualified Dependent of the amount of the
shortfall and provide them with an additional 30-day grace period from the date
of the notice for this payment only.  


 


10.8            
 Limitation on Participant's Rights to COBRA Continuation Coverage.


 


(1)               
 If a Qualified Dependent loses, or will lose medical
coverage under this Plan as a result of divorce, legal separation, entitlement
to Medicare, or ceasing to be a Dependent, such Qualified Dependent is
responsible for notifying the Plan Administrator in writing within 60 days of
the Qualifying Event.  Failure to make timely notification will terminate the
Qualified Dependent's rights to COBRA continuation coverage under this Article.






(2)               
 A Participant must complete and return the required
enrollment materials within 60 days from the later of (a) the date of loss of
coverage, or (b) the date the Plan Administrator sends notice of eligibility
for COBRA continuation coverage.  Failure to enroll for COBRA continuation
coverage during this 60-day period will terminate all rights to COBRA continuation
coverage under this Article.  An affirmative election of COBRA continuation
coverage by a Participant or his/her spouse shall be deemed to be an election
for that Participant's Dependent(s) who would otherwise lose coverage under the
Plan.


 



 

 






 








10.9            
 Subsequent
Qualifying Event.  If a second Qualifying Event occurs
during an 18-month extension explained above, coverage may be continued for a
maximum of 36 months from the date of the first Qualifying Event.  In the event
the Dependent loses coverage due to a Qualifying Event and after such date the
Participant becomes entitled to Medicare, the Dependent shall have available up
to 36 months of coverage measured from the date of the Qualifying Event that
causes the loss of coverage.  If the Participant was entitled to Medicare prior
to the Qualifying Event, the Dependent shall have up to 36 months of coverage
measured from the date of entitlement to Medicare.


 


10.10        
 Extension of
COBRA Continuation Period for Disabled Individuals.  The period of continuation shall be extended to 29 months in
total (measured from the date of the Qualifying Event) in the event the
individual is disabled as determined by the Social Security laws within 60 days
of the Qualifying Event.  The individual must provide evidence to the Plan
Administrator of such Social Security determination prior to the earlier of 60
days after the date of the Social Security determination, or the expiration of
the initial 18 months of COBRA continuation coverage.  In such event, the
Employer may charge the individual up to 150% of the COBRA cost of the
coverage.


 


ARTICLE 11   PRIVACY OF
MEDICAL INFORMATION


 


11.1            
 Definitions.  For purposes of this
Article 11, the following defined terms shall have the meaning assigned to such
terms in this subsection: 






(1)           “Business Associate” shall have the
meaning assigned to such phrase at 45 C.F.R. § 160.103; 


 


(2)           “Health Care Operations” shall have the
meaning assigned to such phrase at 45 C.F.R. § 164.501;


 


(3)           “HIPAA” shall mean Parts 160 (“General
Administrative Requirements”) and 164 (“Security and Privacy”) of Title 45 of
the Code of Federal Regulations as such parts are amended from time to time; 


 


(4)           “Payment” shall have the meaning
assigned to such phrase at 45 C.F.R § 160.103;


 


(5)           “Protected Health Information” or “PHI”
shall have the meaning assigned to such phrase at 45 C.F.R. § 160.103; and


 


(6)           “Treatment” shall have the meaning
assigned to such phrase at 45 C.F.R. § 164.501.


 


11.2            
 Privacy
Provisions Relating to Protected Health Information (“PHI”).  The Plan and its Business
Associates shall use and disclose PHI to the extent permitted by, and in
accordance with, HIPAA, for purposes of providing benefits under the Plan and
for purposes of administering the plan, including, by way of illustration and
not by way of limitation, for purposes of Treatment, Payment, and Health Care
Operations.  







 

 






 












 





11.3            
 Disclosure
of De-Identified or Summary Health Information.  The HIPAA Plan, or, with respect to the
HIPAA Plan, a health insurance issuer, may disclose summary health information
(as that phrase is defined at 45 C.F.R. § 160.5049a))  to the Plan Sponsor of
the HIPAA Plan (and its affiliates) if such entity requests such information
for the purpose of: 


 


(1)           Obtaining premium bids from health plans
for providing health


                insurance coverage under the HIPAA
Plan; 


 


(2)           Modifying, amending or terminating the
group health benefits


                under the HIPAA Plan. 


 


In addition, the HIPAA Plan or a health insurance
insurer with respect to the HIPAA Plan may disclose to the Plan Sponsor of the
HIPAA Plan (or its affiliates) information on whether an individual is
participating in the group health benefits provided by the HIPAA Plan or is
enrolled in, or has ceased enrollment with health insurance offered by the
HIPAA Plan.


 


11.4            
 The
HIPAA Plan Will Use and Disclose PHI as Required by Law      

           or as Permitted by the Authorization of the Participant or
Beneficiary. 


 


Upon
submission of an authorization signed by a Participant, beneficiary, subscriber
or personal representative that meets HIPAA requirements, the HIPAA Plan will
disclose PHI. 


 


In addition, PHI will be disclosed to the extent
permitted or required by law, without the submission of an authorization form.


 


11.5            
 Disclosure
of PHI to the Plan Sponsor.  The HIPAA Plan will disclose information to the Plan Sponsor
only upon certification from the Plan Sponsor that the HIPAA Plan documents
have been amended to incorporate the assurances provided below. 


 


The Plan Sponsor agrees to:






(1)           not use or further disclose PHI
other than as permitted or required by the HIPAA Plan document or as required
by law; 


 


(2)           ensure that any affiliates or agents,
including a subcontractor, to whom the Plan Sponsor provides PHI
received from the HIPAA Plan, agrees to the same restrictions and conditions
that apply to the Plan Sponsor with respect to such PHI; 


 


(3)           not use or disclose PHI
for employment-related actions and decisions unless authorized by the
individual to whom the PHI relates; 


 


(4)           not use or disclose PHI
in connection with any other benefits or employee benefit plan of the Plan
Sponsor or its affiliates unless permitted by the Plan or authorized by an
individual to whom the PHI relates; 


 


(5)           report to the Plan any PHI
use or disclosure that is inconsistent with the uses or disclosures provided
for of which it becomes aware; 



 

 






 








(6)           make
 PHI available to an individual in accordance with HIPAA’s access rules; 


 


(7)           make PHI available for amendment and
incorporate any amendments to PHI in accordance with HIPAA; 


 


(8)           make available the information required
to provide an accounting


                of disclosures; 


 


(9)           make internal practices, books and
records relating to the use and disclosure of PHI received from the HIPAA Plan
available to the Secretary of the United States Department of Health and Human
Resources for purposes of determining the Plan’s compliance with HIPAA; and


 


(10)         if feasible, return or destroy all PHI
received from the HIPAA Plan that the Plan Sponsor still maintains in any form,
and retain no copies of such PHI when no longer needed for the purpose for
which disclosure was made (or if return or destruction is not feasible, limit
further uses and disclosures to those purposes that make the return or
destruction infeasible). 


 


11.6            
 Separation
Between the Plan Sponsor and the HIPAA Plan.  In accordance with HIPAA,
only the following employees and Business Associate personnel shall be given
access to PHI: 


 


(1)           employees of the AT&T Benefits
and/or AT&T Executive Compensation organizations responsible for
administering group health plan benefits under the HIPAA Plan, including those
employees whose functions in the regular course of business include Payment,
Health Care Operations or other matters pertaining to the health care programs
under a HIPAA Plan; 


 


(2)           employees who supervise the work of the
employees described in (1), above; 


 


(3)           support personnel, including other
employees outside of the AT&T Benefits or AT&T Executive Compensation
organizations whose duties require them to rule on health plan-related appeals
or perform functions concerning the HIPAA Plan; 


 


(4)           investigatory personnel to the limited
extent that such PHI is necessary to conduct investigations of possible fraud; 


 


(5)           outside and in-house legal counsel
providing counsel to the HIPAA Plan; 


 


(6)           consultants providing advice concerning
the administration of the HIPAA Plan; and


 


(7)           the employees of Business Associates
charged with providing services to the HIPAA Plan. 


 



 

 






 








The persons
identified above shall have access to and use PHI to the extent that such
access and use is necessary for the administration of group health benefits
under a HIPAA Plan.  If these persons do not comply with this Plan document,
the Plan Sponsor shall provide a mechanism for resolving issues of
noncompliance, including disciplinary sanctions. 


 


11.7            
 Enforcement.   


Enforcement
of this Article 11 shall be as provided for by HIPAA. In particular,
participants and beneficiaries are not authorized to sue with regard to
purported breaches of this Article 11 except as explicitly permitted by HIPAA. 


ARTICLE 12                      CLAIM
AND APPEAL PROCESS


 


12.1                        Claims for Benefits
under the Plan. – See Appendix B.


 


12.2                        Claims
Related to Basic Eligibility for Coverage under the Plan and Claims Related to
the Article 8 Loyalty Conditions. 


 


 


(a)           Claims. 
A person who believes that he or she is being denied a benefit to which he or
she is entitled under this Plan (hereinafter referred to as a “Claimant”) based
on a claim for basic eligibility for coverage under the Plan or a claim related
to the Article 8 Loyalty Conditions may file a written request for such benefit
with the Executive Compensation Administration Department, setting forth his or
her claim. The request must be addressed to the AT&T Executive Compensation
Administration Department at its then principal place of business.


(b)           Claim
Decision.  Upon receipt of a claim, the AT&T Executive Compensation
Administration Department shall review the claim and provide the Claimant with
a written notice of its decision within a reasonable period of time, not to exceed
ninety (90) days, after the claim is received. If the AT&T Executive
Compensation Administration Department determines that special circumstances
require an extension of time beyond the initial ninety (90)- day claim review
period, the AT&T Executive Compensation Administration Department shall
notify the Claimant in writing within the initial ninety (90)-day period and
explain the special circumstances that require the extension and state the date
by which the AT&T Executive Compensation Administration Department expects
to render its decision on the claim. If this notice is provided, the AT&T
Executive Compensation Administration Department may take up to an additional
ninety (90) days (for a total of one hundred eighty (180) days after receipt of
the claim) to render its decision on the claim. 


If the claim is
denied by the AT&T Executive Compensation Administration Department, in
whole or in part, the AT&T Executive Compensation Administration Department
shall provide a written decision using language calculated to be understood by
the Claimant and setting forth:  (i) the specific reason or reasons for such
denial; (ii) specific references to pertinent provisions of this Plan on which
such denial is based; (iii) a description of any additional material or
information necessary for the Claimant to perfect his or her claim and an
explanation of why such material or such information is necessary; (iv) a
description of the Plan’s procedures for review of denied claims and the steps
to be taken if the Claimant wishes to submit the claim for



 

 





review; (v) the time
limits for requesting a review of a denied claim under this section and for
conducting the review under this section ; and (vi)  a statement of the
Claimant’s right to bring a civil action under Section 502(a) of ERISA if the claim
is denied following review under this section. 


(c)           Request
for Review. Within sixty (60) days after the receipt by the Claimant of the
written decision on the claim provided for in this section, the Claimant may
request in writing that the Plan Administrator review the determination of the
AT&T Executive Compensation Administration Department.  Such request must
be addressed to the Plan Administrator at the address provided in the written
decision regarding the claim.  To assist the Claimant in deciding whether to
request a review of a denied claim or in preparing a request for review of a
denied claim, a Claimant shall be provided, upon written request to the Plan
Administrator and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to the claim.  The Claimant
or his or her duly authorized representative may, but need not, submit a
statement of the issues and comments in writing, as well as other documents,
records or other information relating to the claim for consideration by the
Committee.  If the Claimant does not request a review by the Plan Administrator
of the AT&T Executive Compensation Administration Department’s decision
within such sixty (60)-day period, the Claimant shall be barred and estopped
from challenging the determination of the AT&T Executive Compensation
Administration Department. 


(d)           Review
of Decision.  Within sixty (60) days after the Plan Administrator’s receipt of
a request for review, the Plan Administrator will review the decision of the
AT&T Executive Compensation Administration Department.  If the Plan
Administrator determines that special circumstances require an extension of
time beyond the initial sixty (60)-day review period, the Plan Administrator
shall notify the Claimant in writing within the initial sixty (60)-day period
and explain the special circumstances that require the extension and state the
date by which the Plan Administrator expects to render its decision on the
review of the claim.  If this notice is provided, the Plan Administrator may
take up to an additional sixty (60) days (for a total of one hundred twenty
(120) days after receipt of the request for review) to render its decision on
the review of the claim. 


During its review of
the claim, the Plan Administrator shall:


(1)           Take
into account all comments, documents, records, and other information submitted
by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial review of the claim
conducted pursuant to this section;


(2)           Follow
reasonable procedures to verify that its benefit determination is made in accordance
with the applicable Plan documents; and


(3)           Follow
reasonable procedures to ensure that the applicable Plan provisions are applied
to the Participant to whom the claim relates in a manner consistent with how
such provisions have been applied to other similarly-situated Participants. 


After considering
all materials presented by the Claimant, the Plan Administrator will render a
decision, written in a manner designed to be understood by the Claimant.  If
the Plan Administrator denies the claim on review, the written decision will
include (i) the specific reasons for the decision; (ii) specific references to
the pertinent provisions of this Plan on which the decision is based; (iii) a
statement that the Claimant is entitled to receive, upon request to the



 

 






 








Plan Administrator
and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claim; and (iv) a statement of
the Claimant’s right to bring a civil action under Section 502(a) of ERISA. 


In any case, a
Participant or Beneficiary may have further rights under ERISA. The Plan
provisions require that Participants or Beneficiary pursue all claim and appeal
rights described in this section before they seek any other legal recourse
regarding claims for benefits.


 







 







 








APPENDIX A


 


AT&T HEALTH
PLAN


 


2020 MONTHLY CONTRIBUTIONS,
ANNUAL DEDUCTIBLE, COINSURANCE PERCENTAGES AND ANNUAL OUT-OF-POCKET MAXIMUM


 


Active
Participants


	
  Monthly Contributions

  	
  Individual - $196

  Individual + Spouse - $322

  Individual + 1 or More Children - $212

  Individual + Spouse + 1 or More Children - $501

  
	
  Annual Deductible 

  	
  Individual - $1,700

  All other tiers - $3,400

  
	
  Coinsurance Percentage 

  	
  10% after the Annual Deductible is met.  Coinsurance
  applies until the Annual Out-of-Pocket Maximum is reached.

  
	
  Annual Out-of-Pocket Maximum

  	
  Individual - $6,900

  All other tiers- $13,800 (individual amount of
  $6,900)

  






 


Retired
Participants – Monthly Contributions


	
  Retired Prior to August 31, 1992 and Surviving
  Spouses

  	
  Individual - $209

  Individual + Spouse - $209

  Individual + 2 or More - $209

  
	
  Retired on or after September 1, 1992 and Surviving
  Spouses

   

  Note:  The Plan Administrator shall maintain records
  governing whether a Retired Participant is in Class A, B, C or D.  

   

  	
  Class A

  	
  Individual - $667

  Individual + Spouse - $1,016

  Individual + 1 or More Children - $667

  Individual + Spouse + 1 or More Children - $946

  
	
  Class B

  	
  Individual - $799

  Individual + Spouse - $1,150

  Individual + 1 or More Children - $799

  Individual + Spouse + 1 or More Children - $1,159

  
	
  Class C

  	
  Individual - $987

  Individual + Spouse - $1,339

  Individual + 1 or More Children - $987

  Individual + Spouse + 1 or More Children - $1,399

  
	
  Class D

  	
  Individual - $1,266

  Individual + Spouse - $1,906

  Individual + 1 or More Children - $1,266

  Individual + Spouse + 1 or More Children - $1,912

  






 


COBRA Continuation Coverage – Monthly Contributions


	
  Active COBRA

  	
  Individual - $2,295

  Individual + Spouse - $4,702

  Individual + 1 or More Children - $3,729

  Individual + Spouse + 1 or More Children - $6,725

  
	
  Retired Prior to August 31, 1992 and Surviving
  Spouses COBRA

  	
  Individual - $1,502

  Individual + 1 - $2,934

  Individual + 2 or More - $4,213

  
	
  Retired on or after September 1, 1992 and Surviving
  Spouses COBRA

  	
  Individual - $1,441

  Individual + Spouse - $2,953

  Individual + 1 or More Children - $2,342

  Individual + Spouse + 1 or More Children - $4,224

  







 




APPENDIX B


 


CLAIMS PROCEDURE
APPLICABLE TO CLAIMS FOR BENEFITS UNDER THE PLAN


 


Claim for Benefits Procedures


You, your covered dependents or a duly
authorized person has the right under ERISA and the Plan to file a written
claim for benefits under the Plan. The following describes the procedures used
by the Plan to process claims for benefits, along with your rights and
responsibilities. These procedures were designed to comply with the rules of
the Department of Labor (DOL) concerning claims for Benefits. It is important
that you follow these procedures to make sure that you receive full benefits
under the Plan.


The Plan is an ERISA plan, and you may
file suit in federal court if you are denied benefits you believe are due you
under the Plan. However, you must complete the full claims and appeal process
offered under the Plan before filing a lawsuit.


Filing
a Claim for Benefits


When filing a claim for benefits, you
should file the claim with the Claims Administrator.  The Claims Administrator
is the third party to whom claims and appeal responsibility has been delegated
as permitted under Section 9.1 of the Plan.


The following are not considered claims
for benefits under the Plan:


·     
 A claim related to basic eligibility for coverage under the Plan
(See Section 12.2 of the Plan).


·     
 A claim related to the Loyalty Conditions contained in Article 8
of the Plan (See Section 12.2 of the Plan).


Claim Filing Limits


A request for payment of benefits must be
submitted within one year after the date of service or the date the
prescription was provided.


Required Information


When you request payment of benefits from
the Plan, you must provide certain information as requested by the Claims
Administrator. 


Benefit Determinations


Post-Service
Claims


Post-service claims are those claims that
are filed for payment of benefits after medical care has been received. If your
post-service claim is denied, you will receive a written notice from the Claims
Administrator within 30 days of receipt of the claim, as long as all needed
information identified above and any other information that the Claims
Administrator may request in connection with services rendered to you was
provided with the claim. The Claims Administrator will notify you within this
30-day period if additional information is needed to process the Claim and may
request a one-time extension not longer than 15 days and pend your Claim until
all information is received.


Once notified of the extension, you then
have 45 days to provide this information. If all of the needed information is
received within the 45-day time frame and the claim is denied, the claims
Administrator will notify you of the denial within 15 days after the
information is received. If you don't provide the needed information within the
45-day period, your claim will be denied.


A denial notice will explain the reason
for denial, refer to the part of the Plan on which the denial is based, and
provide the claim appeal procedures.


Pre-Service
Claims


Pre-service claims are those claims that
require notification or approval prior to receiving medical care or require
notification within a specified time period after service begins as required
under the Plan provisions. If your claim is a pre-service claim and is
submitted properly with all needed information, you will receive written notice
of the claim decision from the Claims Administrator within 15 days of receipt
of the claim. If you file a pre-service claim improperly, the Claims
Administrator will notify you of the improper filing and how to correct it
within five days after the pre-service claim is received. If additional
information is needed to process the










 





pre-service
claim, the Claims Administrator will notify you of the information needed
within 15 days after the claim was received and may request a one-time
extension not longer than 15 days and pend your claim until all information is
received. Once notified of the extension, you then have 45 days to provide this
information. If all of the needed information is received within the 45-day
time frame, the Claims Administrator will notify you of the determination
within 15 days after the information is received. If you don't provide the
needed information within the 45-day period, your claim will be denied. A
denial notice will explain the reason for denial, refer to the part of the Plan
on which the denial is based, and provide the claim appeal procedures.


Urgent Care Claims That Require Immediate Action


Urgent care claims are those claims that
require notification or approval prior to receiving medical care in which a
delay in treatment could seriously jeopardize your life or health or the
ability to regain maximum function or, in the opinion of a physician with
knowledge of your medical condition, could cause severe pain. In these
situations:


·     
 You will receive notice of the benefit determination in writing or
electronically within 72 hours after the Claims Administrator receives all
necessary information, taking into account the seriousness of your condition.


·     
 Notice of denial may be oral with a written or electronic
confirmation to follow within three days.


If you filed an urgent claim improperly,
the Claims Administrator will notify you of the improper filing and how to
correct it within 24 hours after the urgent claim was received. If additional
information is needed to process the claim, the Claims Administrator will
notify you of the information needed within 24 hours after the claim was
received. You then have 48 hours to provide the requested information.


You will be notified of a determination no
later than 48 hours after either:


·     
 The Claims Administrator's receipt of the requested information.


·     
 The end of the 48-hour period within which you were to provide the
additional information, if the information is not received within that time.


A denial notice will explain the reason
for denial, refer to the part of the Plan on which the denial is based, and
provide the claim appeal procedures.


Concurrent
Care Claims


If an ongoing course of treatment was
previously approved for a specific period of time or number of treatments, and
your request to extend the treatment is an urgent care claim as defined above,
your request will be decided within 24 hours, provided your request is made at
least 24 hours prior to the end of the approved treatment. The Claims
Administrator will make a determination on your request for the extended
treatment within 24 hours from receipt of your request.


If your request for extended treatment is
not made at least 24 hours prior to the end of the approved treatment, the
request will be treated as an urgent care claim and decided according to the
time frames described above. If an ongoing course of treatment was previously
approved for a specific period of time or number of treatments, and you request
to extend treatment in a non-urgent circumstance, your request will be
considered a new claim and decided according to post-service or pre-service
timeframes, whichever applies.


How to
Appeal a Claim Decision


If you disagree with a pre-service or post-service claim
determination after following the above steps, you can contact the applicable
Claims Administrator in writing to formally request an appeal. Your first
appeal request must be submitted to the Claims Administrator within 180 days
after you receive the Claim denial.


Appeal
Process


A qualified individual who was not
involved in the decision being appealed will be appointed to decide the appeal.
The Claims Administrator may consult with, or seek the participation of,
medical experts as part of the appeal resolution process. You must consent to
this referral and the sharing of pertinent medical claim information. Upon
written request and free of charge you have the right to reasonable access to
and copies of all documents, records and other information relevant to your
claim for benefits.



 

 







 












 





Appeals Determinations


Pre-Service and Post-Service
Claim Appeals


You will be provided written or electronic
notification of the decision on your appeal as follows:


·     
 For appeals of pre-service claims, the first-level appeal will be
conducted and you will be notified by the Claims Administrator of the decision
within 15 days from receipt of a request for appeal of a denied Claim. The
second-level appeal will be conducted and you will be notified by the Claims
Administrator of the decision within 15 days from receipt of a request for
review of the first-level appeal decision.


·     
 For appeals of post-service claims, the first-level appeal will be
conducted and you will be notified by the Claims Administrator of the decision
within 30 days from receipt of a request for appeal of a denied claim. The
second-level appeal will be conducted and you will be notified by the Claims
Administrator of the decision within 30 days from receipt of a request for
review of the first-level appeal decision.


·     
 For procedures associated with urgent Claims, refer to the
following "Urgent
Claim Appeals That Require Immediate Action" section.


·     
 If you are not satisfied with the first-level appeal decision of
the Claims Administrator, you have the right to request a second-level appeal
from the Claims Administrator. Your second level appeal request must be
submitted to the Claims Administrator in writing within 60 days from receipt of
the first-level appeal decision.


·     
 For pre-service and post-service claim appeals, the Plan
Administrator has delegated to the Claims Administrator the exclusive right to
interpret and administer the provisions of the Plan. The Claims Administrator's
decisions are conclusive and binding.


Please note that the Claims
Administrator's decision is based only on whether or not benefits are available
under the Plan for the proposed treatment or procedure. The determination as to
whether the pending health service is necessary or appropriate is between you
and your physician.


Urgent Claim Appeals
That Require Immediate Action


Your appeal may require immediate action
if a delay in treatment could significantly increase the risk to your health or
the ability to regain maximum function or cause severe pain.


In these urgent situations, the appeal
does not need to be submitted in writing. You or your physician should call the
Claims Administrator as soon as possible. The Claims Administrator will provide
you with a written or electronic determination within 72 hours following
receipt by the Claims Administrator of your request for review of the
determination taking into account the seriousness of your condition.


For urgent claim appeals, the Plan
Administrator has delegated to the applicable Claims Administrator the
exclusive right to interpret and administer the provisions of the Plan. The
Claims Administrator's decisions are conclusive and binding.


In any case, a
Participant or Beneficiary may have further rights under ERISA. The Plan
provisions require that Participants or Beneficiary pursue and exhaust all
claim and appeal rights described in this section before they seek any other
legal recourse regarding claims for benefits. 



 

 









 





 


APPENDIX C


DISCLOSURE OF
GRANDFATHERED STATUS


MODEL NOTICE


 


AT&T, as plan
sponsor, believes this Plan is a “grandfathered health plan” under the Patient
Protection and Affordable Care Act (the “Affordable Care Act”).  As permitted
by the Affordable Care Act, a grandfathered health plan can preserve certain basic
health coverage that was already in effect when that law was enacted.  Being a
grandfathered health plan means that the plan may not include certain consumer
protections of the Affordable Care Act that apply to other plans, for example,
the requirement for the provision of preventive health services without any
cost sharing.  However, grandfathered health plans must comply with certain
other consumer protections of the Affordable Care Act, for example, the
elimination of lifetime limits on benefits.


Questions regarding which protections apply
and which protections do not apply to a grandfathered health plan and what
might cause a plan to change from grandfathered health plan status can be
directed to the plan administrator at P.O. Box 30558, Salt Lake City, Utah  84130-0558.  You
 may
also contact the Employee Benefits Security Administration, U.S. Department of
labor at 1-866-444-3272 or www.dol.gov/ebsa/healthreform.  This website has
a table summarizing which protections do and do not apply to grandfathered
health plans.  



 

 






 












 





APPENDIX D


 


 


 


Notwithstanding the provisions and
limitations of Section 2.15 of the Plan, the following Officers shall be included in the term
“Eligible Employee” and shall be eligible to participate in the Plan (along
with any Dependents) subject to all applicable provisions of the Plan:


 


	
  Name

  	
  Title

  	
  Effective Date of
  Participation

  
	
  David McAtee

  	
  Senior Executive Vice
  President & General Counsel

  	
  February 1, 2018