Exhibit 10-k


AT&T INC.


CASH DEFERRAL PLAN


 


Article 1 − Statement of Purpose 


The purpose of the Cash Deferral Plan (“Plan”) is to provide
savings opportunities to a select group of management employees of AT&T
Inc. (“AT&T”) and its Subsidiaries. 


Article 2 − Definitions 


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


Annual Bonus.  The award designated the “Annual Bonus” by AT&T
(including but not limited to an award that may be paid in more frequent
installments than annually), together with any individual discretionary award
made in connection therewith, or comparable awards, if any, determined by
AT&T to be used in lieu of these awards. 


Base Compensation.  The following types of cash-based compensation
paid by an Employer (but not including payments made by a non-Employer, such as
state disability payments), before reduction due to any contribution pursuant
to this Plan or reduction pursuant to any deferral plan of an Employer,
including but not limited to a plan that includes a qualified cash or deferral
arrangement under Section 401(k) of the Code: 


(a)  base salary; 


(b)  lump sum payments in lieu of a base salary increase; and 


(c)  Annual Bonus. 


Payments by an Employer under a disability plan made in lieu of
any compensation described above, shall be deemed to be a part of the
respective form of compensation it replaces for purposes of this definition. 
Base Compensation does not include zone allowances or any other geographical
differential and shall not include payments made in lieu of unused vacation or
other paid days off, and such payments shall not be contributed to this Plan. 


Determinations by AT&T (the Committee with respect to Officer
Level Employees) of the items that make up Base Compensation shall be final. 
The Committee may, from time to time, add or subtract types of compensation to
or from the definition of “Base Compensation” provided, however, any such
addition or subtraction shall be effective only with respect to the next period
in which a Participant may make an election to establish a Cash Deferral
Account.  Base Compensation that was payable in a prior Plan Year but paid in a
later Plan Year shall not be used to determine Employee Contributions in the
later Plan Year. 



 





 


 












 





Business Day.  Any day during regular
business hours that AT&T is open for business. 


Cash Deferral Account or Account.  The Account or Accounts
established annually by an election by a Participant to make Employee
Contributions to the Plan with each account relating to a Plan Year.  For each
Plan Year after 2008, there shall be a separate Cash Deferral Account for Base
Compensation (excluding Annual Bonus) and a separate Cash Deferral Account for
the Short Term Incentive Award and/or Annual Bonus.  Earnings on each of
Employee Contributions shall accrue to the respective Cash Deferral Accounts
where they are earned. 


Change in Control.  With respect to AT&T’s direct and indirect
ownership of an Employer, a “Change in the effective control of a Corporation,”
as defined in Treasury Regulation Section 1.409A−3(i)(5)(vi)(A)(1),
regardless of whether the Employer is a corporation or non-corporate entity as
permitted by the regulation, and using “50 percent” in lieu of “30 percent” in
such regulation.  A Change in Control will not apply to AT&T itself. 


Chief Executive Officer.  The Chief Executive Officer of AT&T
Inc. 


Code.  References to the Code shall be to provisions of the
Internal Revenue Code of 1986, as amended, including regulations promulgated
thereunder and successor provisions.  Similarly, references to regulations
shall include amendments and successor provisions. 


Committee.  The Human Resources Committee of the Board of
Directors of AT&T Inc. 


Disability.  Absence of an Employee from work with an Employer
under the relevant Employer’s disability plan. 


Eligible Employee.  An Employee who: 


(a) is a full or part time, salaried Employee of AT&T or an
Employer in which AT&T has a direct or indirect 100% ownership interest and
who is on active duty or Leave of Absence (but only while such Employee is
deemed by the Employer to be an Employee of such Employer); 


(b) is, as determined by AT&T, a member of Employer’s “select
group of management or highly compensated employees” within the meaning of the
Employee Retirement Income Security Act of 1974, as amended, and regulations
thereunder (“ERISA”), which is deemed to include each Officer Level  Employee;
and 


(c) has an employment status which has been approved by AT&T
to be eligible to participate in this Plan or is an Officer Level Employee. 


Notwithstanding the foregoing, AT&T (the Committee with
respect to Officer Level Employees) may, from time to time, exclude any
Employee or group of Employees from being deemed an “Eligible Employee” under
this Plan. 


In the event a court or other governmental authority determines
that an individual was improperly excluded from the class of persons who would
be permitted to make Employee Contributions during a particular time for any
reason, that individual shall not be permitted to 



 





 


 












 





make such contributions for purposes of
the Plan for the period of time prior to such determination. 


Employee.  Any person employed by an Employer and paid on an
Employer’s payroll system, excluding persons hired for a fixed maximum term and
excluding persons who are neither citizens nor permanent residents of the
United States, all as determined by AT&T.  For purposes of this Plan, a
person on Leave of Absence who otherwise would be an Employee shall be deemed
to be an Employee.


Employee Contributions.  Amounts credited to a Cash Deferral
Account pursuant to Section 4.1 (Election to Make Contributions) of the Plan.


Employer.  AT&T Inc. or any of its Subsidiaries. 


Incentive Award.  A cash award paid by an Employer (and not by a
non-Employer, such as state disability payments) under the Short Term Incentive
Plan or any successor plan, the 2006 Incentive Plan or any successor plan, or
any other award that the Committee specifically permits to be contributed to a
Cash Deferral Account under this Plan (regardless of the purpose of the award).



Leave of Absence.  Where a person is absent from employment with
an Employer on a leave of absence, military leave, sick leave, or Disability,
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
§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.


Officer Level Employee.  Any executive officer of AT&T, as
that term is used under the Securities Exchange Act of 1934, as amended, and
any Employee that is an “officer level” Employee for compensation purposes as
shown on the records of AT&T. 


Participant.  An Employee or former Employee who participates in
this Plan. 


Plan Interest Rate.  An annual rate of interest equal to Moody’s
Long-Term Corporate Bond Yield Average for the September preceding the calendar
year during which the interest rate will apply.  The Committee may choose
another method of calculating the Plan Interest Rate, but such other method may
only apply to Cash Deferral Units that Participants have not yet elected to
establish. 



 





 












 





Plan Year.  Each of the following shall be
a Plan year:  the period from January 1, 2005 through January 15, 2006; the
period January 16, 2006 through December 31, 2006; and, for all later Plan
Years, it is defined as the period from January 1 through December 31. 


Retirement or Retire.  Termination of Employment on or after the
date the Participant has attained one of the following combinations of age and
Net Credited Service: 


Net Credited Service                           Age


10 years or more                  65 or older


20 years or more                  55 or older


25 years or more                  50 or older


30 years or more                  Any age


For purposes of this Plan only, Net Credited Service shall be
calculated in the same manner as “Pension Eligibility Service” under the
AT&T Pension Benefit Plan – Nonbargained Program (“Pension Plan”), as the
same existed on October 1, 2008, except that service with an Employer shall be
counted as though the Employer were a “Participating Company” under the Pension
Plan and the Employee was a participant in the Pension Plan. 


Senior Manager.  Any Employee who is a “senior manager” for
compensation purposes as shown on the records of AT&T.


Short Term Incentive Award.  A cash award paid by an Employer (and
not by a non-Employer, such as state disability payments) under the Short Term
Incentive Plan or any successor plan, together with any individual
discretionary award made in connection therewith; an award under a similar plan
intended by the Committee to be in lieu of an award under such Short Term
Incentive Plan, including, but not limited to, Performance Units granted under
the 2006 Incentive Plan or any successor plan.  It shall also include any other
award that the Committee designates as a Short Term Incentive Award
specifically for purposes of this Plan (regardless of the purpose of the award)
provided the deferral election is made in accordance with Section 409A. 


Specified Employee.  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. 


Subsidiary.  Any corporation, partnership, venture or other entity
or business with which AT&T would be considered a single employer under
Sections 414(b) and (c) of the Code, using 50% as the ownership threshold as
provided under Section 409A of the Code. 



 





 












 





Termination of Employment.  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 Section 409A, with all Employers.  For purposes of
this Plan, a Termination of Employment with respect to an Employer also shall
be deemed to occur when such Employer incurs a Change in Control. 


Article 3 − Administration of the
Plan 


3.1          The Committee.


Except as delegated by this Plan or by the
Committee, the Committee shall be the administrator of the Plan and will
administer the Plan, interpret, construe and apply its provisions and all
questions of administration, interpretation and application of the Plan,
including, without limitation, questions and determinations of eligibility
entitlement to benefits and payment of benefits, all in its sole and absolute
discretion.  The Committee may further establish, adopt or revise such rules
and regulations and such additional terms and conditions regarding
participation in the Plan as it may deem necessary or advisable for the
administration of the Plan.  References in this Plan to determinations or other
actions by AT&T, herein, shall mean actions authorized by the Committee,
the Chief Executive Officer, the Senior Executive Vice President of AT&T in
charge of Human Resources, or their respective successors or duly authorized
delegates, in each case in the discretion of such person.  All decisions by the
Committee, its delegate or AT&T, as applicable, shall be final and binding.



3.2          Claims and Appeals.


(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”) 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 Committee review the
determination of the AT&T Executive Compensation Administration
Department.  Such request must be addressed to the Committee at the address for
giving notice under this Plan.  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
Committee 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 of the AT&T Executive
Compensation Administration Department’s decision by the Committee 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
Committee’s receipt of a request for review, the Administrator will review the
decision of the AT&T Executive Compensation Administration Department.  If
the Committee determines that special circumstances require an extension of
time beyond the initial sixty (60)-day review period, the Committee 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 Committee expects to render its decision on the review of the
claim.  If this notice is provided, the Committee 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 Committee 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
Committee will render a decision, written in a manner designed to be understood
by the Claimant.  If the Committee 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 Committee 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. 


The Committee shall serve as the final review committee under the
Plan and shall have sole and complete discretionary authority to administer,
interpret, construe and apply the Plan provisions, and determine all questions
of administration, interpretation, construction, and application of the Plan,
including questions and determinations of eligibility, entitlement to benefits
and the type, form and amount of any payment of benefits, all in its sole and
absolute discretion.  The Committee shall further have the authority to
determine all relevant facts and related issues, and all documents, records and
other information relevant to a claim conclusively for all parties, and in
accordance with the terms of the documents or instruments governing the Plan.
Decisions by the Committee shall be conclusive and binding on all parties and
not subject to further review. 


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. 


Article 4 − Contributions 


4.1          Election to Make Contributions.


(a)  The Committee shall establish dates and other conditions for
participation in the Plan and making contributions as it deems appropriate. 
Except as otherwise provided by the Committee, each year an Employee who is an
Eligible Employee as of September 30 may thereafter make an election on or
prior to the last Business Day of the immediately following November (such
election shall be cancelled if the Employee is not an Eligible Employee on the
last day such an election may be made) to contribute on a pre-tax basis,
through payroll deductions, any combination of the following: 


(1)  From 1% to 50% (in whole percentage increments) of the
Participant’s monthly Base Compensation, other than Annual Bonus, during the
calendar year (the Plan Year for such contributions) following the calendar
year of such election.  Employees who are below the level of Senior Manager, as
shown on the records of AT&T at the time of the election, may contribute no
more than 25% or such other amount as determined by AT&T. 


(2)  Up to 95% (in whole percentage increments) of a Short Term
Incentive Award, or up to 50% (in whole percentage increments) of Annual Bonus
(25% for Employees who are below



 





 












 





the level of Senior Manager), in each case
such contributions shall be made during the second calendar year (which is the
Plan Year for such contributions) following the year of such election, except
that in 2008 a separate election may be made with respect to contributions to
be made in 2009.  An Employee may make such an election with respect to the
type of Award (Short Term Incentive Award or Annual Bonus) that the Employee is
under as of the time the Employee’s eligibility to make such election is
determined.  If because of a promotion or otherwise, the Employee receives a
different type of Award instead of or in partial or full replacement for the
type of Award subject to the Employee’s election for the relevant Plan Year,
the election will apply to the other Award as well, including but not limited
to any individual discretionary award related thereto. 


(b)  The Committee may permit an Eligible Employee to make an
election to make other contributions under this Plan with compensation other
than Base Compensation or Short Term Incentive Awards on such terms and
conditions as such Committee may permit from time to time provided that any
such election is made in accordance with Section 409A of the Code. 


(c)  Notwithstanding anything to the contrary in this Plan, no
election shall be effective to the extent it would permit an Employee
Contribution or distribution to be made that is not in compliance with Section
409A of the Code.  To the extent such election related to Employee
Contributions that complied with such statute and regulations, thereunder, that
portion of the election shall remain valid, except as otherwise provided under
this Plan. 


(d)  To the extent permitted by Section 409A of the Code, AT&T
may refuse or terminate, in whole or in part, any election to make
contributions to the Plan at any time; provided, however, only the Committee
may take such action with respect to persons who are Officer Level Employees. 


(e)  In the event the Participant takes a hardship withdrawal
pursuant to Treasury Regulation §1.401(k)−1 from a benefit plan qualified
under the Code and sponsored by an Employer, any election to make Employee
Contributions by such Participant shall be cancelled on a prospective basis,
and the Participant shall not be permitted to make a new election with respect
to Employee Contributions that would be contributed during the then current and
immediately following calendar year. 


(f)  To the extent a Participant makes contributions to the Plan
where the payment of which would be deductible by AT&T under Section 162(m)
of the Code without regard to the size of the distribution, such contributions
and earnings thereon shall be distributed first. 


(g)  With respect to a Plan Year, an Employee may elect to (1)
make Employee Contributions of Base Compensation other than Annual Bonus to
this Plan but only if the Employee elects to contribute at least 6% of Base
Compensation other than Annual Bonus for the same Plan Year to the Stock
Purchase and Deferral Plan and/or (2) make Employee Contributions of Annual
Bonus to this Plan but only if the Employee elects to contribute at least 6% of
Annual Bonus for the same Plan Year to the Stock Purchase and Deferral Plan. 



 





 












 





4.2          Contributions to a Cash
Deferral Account.


(a)  Employee Contributions shall be made pursuant to a proper
election, only during the Participant’s lifetime; provided, however, with
respect to Employee Contribution elections made prior to 2007, the Employee
must remain an Eligible Employee while making any such contributions.  In the
event of a Change in Control of an Employer, subsequent compensation from the
Employer may not be contributed to the Plan.  The Employer may continue the
then current elections of the participants under a subsequent plan in order to
comply with applicable tax laws. 


(b)  A Participant’s contributions shall be credited to the
Participant’s Cash Deferral Account on the day the compensation – from which
the contribution is to be deducted – is to be paid (“paid,” as used in this
Plan, includes amounts contributed to the Plan that would have been paid were
it not for an election under this Plan), as determined by the relevant
Employer.  Earnings on each Cash Deferral Account shall be recorded on
Participant’s statements quarterly.  The Committee may modify or change this
paragraph (b) from time to time. 


4.3          Earnings on Cash Deferral Accounts.


During a calendar year, the Participant’s Cash Deferral Account
shall accrue interest on amounts held by such Account at the Plan Interest Rate
for such year, compounded quarterly on the last day of each quarter.  Interest
will accrue on unpaid amounts in the Cash Deferral Account from the date
credited to such Account. 


Article 5 − Distributions 


5.1          Distributions of Cash Deferral Accounts.


(a)  Initial Election with Respect to a Cash Deferral Account.  At
the time the Participant makes an election to make Employee Contributions with
respect to a Cash Deferral Account, the Participant shall also elect the
calendar year of the distribution of the Cash Deferral Account and the number
of installments.  The Participant may elect either of the following: 


(i)  Specified Date Distribution.  That
the distribution of the Cash Deferral Account commence in the calendar year
specified by the Participant, but no later than the 10th calendar year after
the Plan Year the Cash Deferral Account commenced, in up to Ten (10)
installments.  However, for purposes of Initial Elections with respect to Plan
Years prior to 2009 only, in the event the Participant Terminates Employment
prior to the calendar year of the distribution, the Cash Deferral Account must
commence distribution the calendar year following the calendar year of the
Termination of Employment, with the same number of installments, unless the
Employee has made an irrevocable election under (b), below. For example, if the
Participant elected a 2010 distribution with five (5) installments, but
Terminated Employment in 2007, the Cash Deferral Account would commence
distribution in 2008.


 


(ii)  Retirement Distribution.  That the distribution of the Cash
Deferral Account commence the calendar year following the calendar year of
Retirement in up to (10) installments.  If the Participant Terminates
Employment while not Retirement eligible, the distribution shall commence the
calendar year following the calendar year of Termination of Employment, but



 





 












 





shall be limited to five (5)
installments.  This distribution alternative will not be available for Initial
Elections made after 2007. 


If no timely distribution election is made by the Participant,
then the Participant will be deemed to have made an election to have the Cash
Deferral Account distributed in a single installment in the first calendar year
after the calendar year Employee Contributions were first made. 


(b)  Election to Delay a Specified Date
Distribution. 


(i)                 
 If an Employee elected a Specified Date Distribution for a Cash
Deferral Account, the Employee may elect to delay the Specified Date
Distribution commencement date and, as part of such delay election elect a new
number of installments; provided, however, Termination of Employment will not
accelerate the distribution, unlike the initial deferral election.  Unless
otherwise provided by AT&T, the election of a new distribution commencement
date for a Cash Deferral Account must be made on or after October 16, and on or
before the last Business Day of the next following December, of the calendar
year that is the second calendar year preceding the calendar year in which the
distribution would otherwise commence.  


 


(ii)               
 To make this election, the Participant must be an Employee that
is, as determined by AT&T, a member of Employer's “select group of
management or highly compensated employees” within the meaning of ERISA on the
September 30 immediately preceding such election and on the day of such
election.  The new distribution election must delay commencement of the
distribution by five (5) years.  


 


(iii)             
 An election to delay the Specified Date Distribution commencement
date of a Cash Deferral Account may not be made in the same calendar year the
election to establish the Cash Deferral Account is made.  Notwithstanding
anything to the contrary in this Plan: 


 


a.       
 an election to delay the Specified Date Distribution commencement
date must be made at least 12 months prior to the date of the first scheduled
payment under the prior distribution election, and 


b.      
 the election shall not take effect until at least 12 months after
the date on which the election is made. 


 


(c)  A Participant’s Cash Deferral Account shall be distributed to
the Participant on March 10 (or as soon thereafter as administratively
practicable, as determined by AT&T) of the calendar year elected by the
Participant for the Account.  In the event the distribution is to be made to a
“Specified Employee” as a result of the Participant’s Termination of Employment
(other than as a result of a Change in Control), the distribution shall not
occur until the later of such March 10 or six (6) months after the Termination
of Employment, except it shall be distributed upon the Participant’s earlier
death in accordance with this Plan.  The distributions shall continue annually
on each successive March 10 (or such other date as determined by AT&T)
until the number of installments elected by the Participant is reached.  In
each installment, AT&T shall distribute to the Participant that portion of
the Participant’s Cash



 





 












 





Deferral Account that is equal to the
total dollar amount of the Participant’s Account divided by the number of
remaining installments. 


(d)  The Committee may establish other distribution alternatives
from time to time, but such alternatives may be offered no earlier than the
next period in which a Participant may make an election to establish a Cash
Deferral Account. 


 


5.2          Death of the Participant.


In the event of the death of a Participant, notwithstanding
anything to the contrary in this Plan, all undistributed Cash Deferral Accounts
shall be distributed to the Participant’s beneficiary in accordance with the
AT&T Rules for Employee Beneficiary Designations, as the same may be
amended from time to time, within the later of 90 days following such
determination or the end of the calendar year in which determination was made. 


 


5.3          Unforeseeable Emergency Distribution.  


If a Participant experiences an “Unforeseeable Emergency,” the Participant
may submit a written petition to AT&T (the Committee in the case of Officer
Level Employees), to receive a partial or full distribution of his Cash
Deferral Account(s).  In the event that AT&T (the Committee in the case of
Officer Level Employees), upon review of the written petition of the
Participant, determines in its sole discretion that the Participant has
suffered an “Unforeseeable Emergency,” AT&T shall make a distribution to
the Participant from the Participant’s Cash Deferral Accounts, on a pro-rata
basis, within the later of 90 days following such determination or the end of
the calendar year in which determination was made, subject to the following: 


(a)           “Unforeseeable Emergency” shall mean a severe
financial hardship to the Participant resulting from an illness or accident of
the Participant, the Participant’s legal spouse, the Participant’s beneficiary,
or the Participant’s dependent (as defined in Code Section 152, without regard
to Code Section 152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s
property due to casualty; or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant, all as determined in the sole discretion of the Committee. 
Whether a Participant is faced with an Unforeseeable Emergency permitting a
distribution is to be determined based on the relevant facts and circumstances
of each case, but, in any case, a distribution on account of Unforeseeable
Emergency shall not be made to the extent that such emergency is or may be
relieved through reimbursement or compensation from insurance or otherwise, by
liquidation of the Participant’s assets, to the extent the liquidation of such
assets would not cause severe financial hardship, or by cessation of deferrals
under the Plan.


(b)           The amount of a distribution to be made because of
an Unforeseeable Emergency shall not exceed the amount reasonably necessary, as
determined by AT&T (the Committee in the case of Officer Level Employees)
in its sole discretion, to satisfy the emergency need (which may include
amounts necessary to pay any Federal, state, local, or foreign income taxes or



 





 












 





penalties reasonably anticipated to result
from the distribution).  Determinations of the amount reasonably necessary to
satisfy the emergency need shall take into account any additional compensation
that is available if the plan provides for cancellation of a deferral election
upon a payment due to an Unforeseeable Emergency.  The determination of amounts
reasonably necessary to satisfy the Unforeseeable Emergency need is not
required to, but may, take into account any additional compensation that, due
to the Unforeseeable Emergency, is available under another nonqualified
deferred compensation plan but has not actually been paid, or that is available
due to the Unforeseeable Emergency under another plan that would provide for
deferred compensation except due to the application of the effective date
provisions under Treasury Regulation § 1.409A−6. 


(c)           Upon such distribution on account of an
Unforeseeable Emergency under this Plan, any election to make Employee
Contributions by such Participant shall be immediately cancelled, and the
Participant shall not be permitted to make a new election with respect to
Employee Contributions that would be contributed during the then current and
immediately following calendar year. 


 


5.4          Ineligible Participant.


Notwithstanding any other provisions of this Plan to the contrary,
if AT&T receives an opinion from counsel selected by AT&T, or a final
determination is made by a Federal, state or local government or agency, acting
within its scope of authority, to the effect that an individual’s continued
participation in the Plan would violate applicable law, then such person shall
not make further contributions to the Plan to the extent permitted by Section
409A of the Code. 


 


5.5          Conflict of Interest
Distribution.


AT&T may in its sole discretion accelerate a distribution(s) to the
Participant, provided he or she is no longer actively employed by AT&T: (a)
to the extent necessary for any Federal officer or employee in the executive
branch to comply with an ethics agreement with the Federal government or (b) to
the extent reasonably necessary to avoid the
violation of an applicable Federal, state, local, or foreign ethics law or
conflicts of interest law (including where such payment is reasonably necessary
to permit the service provider to participate in activities in the normal
course of his or her position in which the service provider would otherwise not
be able to participate under an applicable rule). Any such distribution may
only be made in accordance with Section 409A of the Code and the regulations
thereunder.


 


Article 6 − Transition Provisions 


6.1          2005 Cash Deferral Accounts.


Notwithstanding Article 4 to the contrary, if an Employee is an
Eligible Employee on September 30, 2004, the Employee may make an election
under Article 4 on or prior to 



 





 


 












 





December 15, 2004, with respect to the
establishment of a Cash Deferral Account for the contribution of Base
Compensation and/or Incentive Awards that would otherwise be paid during the
period from January 1, 2005, through January 15, 2006, which shall be the Plan
Year for such Cash Deferral Account. 


 


6.2          2007 Amendments.


Amendments made to the Plan on November 15, 2007, shall be
effective January 1, 2008, except for amendments to this Article 7, which shall
be effective upon adoption.  Any Participants electing prior to November 15,
2007, to make Employee Contributions in 2008 shall have their elections canceled
if they do not consent by December 14, 2007, to all prior amendments to this
Plan and to the Stock Purchase and Deferral Plan.  Subject to the foregoing
consent requirements, all Employee Contribution elections made prior to 2008,
including but not limited to elections to contribute cash with respect to
Performance Shares granted that would be distributed under the 2001 Incentive
Plan or a successor plan, shall remain in force, subject to all other terms of
the amended Plan. 


6.3          2008 Amendments.  For the 2008 Plan Year, only Salary
and Short Term Incentive Awards paid after Termination of Employment may be
contributed to the Plan. Article 7 − Discontinuation, Termination,
Amendment. 


7.1          AT&T’s Right to Discontinue Offering Cash
Deferral Accounts. 


The Committee may at any time discontinue offerings of Cash
Deferral Accounts or contributions under the Plan.  Any such discontinuance
shall have no effect upon existing Cash Deferral Accounts or the terms or
provisions of this Plan as applicable to such Accounts. 


7.2          AT&T’s Right to Terminate Plan.


The Committee may terminate the Plan at any time.  Upon termination
of the Plan, contributions shall no longer be made under the Plan. 


After termination of the Plan, Participants shall continue to earn
interest on undistributed amounts and shall continue to receive all
distributions under this Plan at such time as provided in and pursuant to the
terms and conditions of Participant’s elections and this Plan.  Notwithstanding
the foregoing, the termination of the Plan shall be made solely in accordance
with Section 409A of the Code and in no event shall cause the accelerated
distribution of any Account unless such termination is effected in accordance
with Section 409A of the Code. 


7.3          Amendment.


The Committee may at any time amend the Plan in whole or in part;
provided, however, that no amendment, including but not limited to an amendment
to this section, shall be effective, without the consent of a Participant, to
alter, to the material detriment of such Participant, any of the Cash Deferral
Accounts of the Participant, other than as provided elsewhere in this section. 
For purposes of this section, an alteration to the material detriment of a
Participant shall include,



 





 


 












 





but not be limited to, a material
reduction in the period of time over which the Participant’s Cash Deferral Account
may be distributed to a Participant, any reduction in the amounts credited to
the Participant’s Cash Deferral Accounts, or any reduction in the Plan Interest
Rate (other than as it may fluctuate in accordance with its terms) for Cash
Deferral Accounts previously elected by the Participant.  Any such consent may
be in a writing, telecopy, or e-mail or in another electronic format.  An
election to make Employee Contributions shall be conclusively deemed to be the
consent of the Participant to any and all amendments to the Plan prior to such
election, and such consent shall be a condition to making any election with
respect to Employee Contributions. 


The Plan is established in order to provide deferred compensation
to a select group of management and highly compensated employees with in the
meaning of Sections 201(2) and 301(a)(3) of ERISA.  To the extent legally
required, the Code and ERISA shall govern the Plan, and if any provision hereof
is in violation of an applicable requirement thereof, the Company reserves the
right to retroactively amend the Plan to comply therewith to the extent
permitted under the Code and ERISA.  The Company also reserves the right to
make such other changes as may facilitate implementation of Section 409A of the
Code.  Provided, however, that in no event shall any such amendments be made in
violation of the requirements of Section 409A of the Code. 


 


Article 8 − Miscellaneous 


8.1          Tax Withholding.


Upon a distribution from a Participant’s Cash Deferral Account,
AT&T shall withhold sufficient amounts to satisfy the minimum amount of
Federal, state, and local taxes required by law to be withheld as a result of
such distribution. 


8.2          Loyalty Conditions for Officer Level Employees and
Senior Managers.


Each Officer Level Employee or a Senior Manager who elects to make
Employee Contributions under Section 4.1 of this Plan shall be subject to the
agreements and conditions of this section.


(a)                
 By making an Employee
Contribution election under Section 4.1 of this Plan after September 1, 2009, a
Participant acknowledges that AT&T would be unwilling to provide for such
an election but for the loyalty conditions and covenants set forth in this
section, and that the conditions and covenants herein are a material inducement
to AT&T’s willingness to sponsor the Plan and to offer Plan benefits for
the Participants.  Accordingly, as a condition to making an Employee
Contribution election under Section 4.1 of this Plan after September 1, 2009,
each such electing Participant is deemed to agree that he shall not, without
obtaining the written consent of the Committee 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. 



 





 












 





  


(b)               
 Definitions.  For purposes of this section and of the
Plan generally:


(i)                 
 an “Employer Business”
shall mean AT&T Inc. and any of its Subsidiaries, or any business in which
they or any affiliate of theirs has a substantial ownership or joint venture
interest; 


(ii)               
 “engaging in
competition with AT&T” shall mean, while employed by AT&T or any of its
Subsidiaries, or within two (2) years after 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
non-substantial 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 of, any person or entity that is engaged in competition with any
Employer Business or that takes a position adverse to any Employer Business. 


(iii)             
 “engaging in conduct
disloyal to AT&T” means, while employed by AT&T or any of its
Subsidiaries, or within two (2) years after 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 any of its Subsidiaries during the
one (1) year prior to the Participant’s Termination of Employment, whether or
not acceptance of such position would constitute a breach of such person’s
contractual obligations to AT&T or any of its Subsidiaries; (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 Participant’s Termination of Employment (regardless
of the reason for that termination) to terminate, discontinue, renegotiate,
reduce, or otherwise cease or modify its relationship with AT&T or any of
its Subsidiaries; 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 (“Customer”), on behalf of any Employer Business
during the two (2) years prior to the Participant’s Termination of Employment
(regardless of the reason for that termination), 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” shall also mean, 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.



 





 












 


 





“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 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 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 Participant from a third party; (iii)
was known to Participant prior to receipt from the Employer Business; or (iv)
was independently developed by 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
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.  


(c)                
 Equitable Relief.  The
parties recognize that any Participant’s breach of any of the covenants in this
section will cause irreparable injury to the 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 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 (including the accrual or granting of Share Units,
Matching Share Units and Options) for all Participants.  Accordingly, in the
event of a Participant’s actual or threatened breach of the covenants in this
section, the Committee, 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 Section.  AT&T shall
pay for any Plan expenses that the Committee incurs hereunder, and shall be
entitled to recover from the Participant its reasonable attorneys’ fees and
costs incurred in obtaining such injunctive remedies.  


(d)               
 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 ability to make Employee Contribution elections under Section 4.1
of this Plan after September 1, 2009, that each and all of the following
conditions apply to all such electing Participants: 



 

 






 












 





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


(ii)               
 All litigation between
the parties relating to this section 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. 


8.3          Elections and Notices. Notwithstanding anything to
the contrary contained in this Plan, all elections and notices of every kind
under this Plan shall be made (1) on forms prepared by AT&T or the General
Counsel, Secretary or Assistant Secretary, or their respective delegates, or
(2) in such other manner as permitted or required by AT&T or the General
Counsel, Secretary or Assistant Secretary, or their respective delegates,
including through electronic means, over the Internet or otherwise. An election
shall be deemed made when received by AT&T (or its designated agent, but
only in cases where the designated agent has been appointed for the purpose of
receiving such election), which may waive any defects in form. Unless made irrevocable
by the electing person, each election with regard to making Employee
Contributions or distributions of Cash Deferral Accounts shall become
irrevocable at the close of business on the last day the Employee is permitted
to make such election. Notwithstanding anything to the contrary in this Plan,
AT&T may place additional limits on the times during which elections may be
made to make contribution(s) or to delay distribution(s).


If not otherwise specified by this Plan or AT&T, any notice or
filing required or permitted to be given to AT&T under the Plan shall be
delivered to the principal office of AT&T, directed to the attention of the
Senior Executive Vice President in charge of Human Resources for AT&T or
his or her successor.  Such notice shall be deemed given on the date of
delivery. 


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


By participating in the Plan, each Participant agrees that
AT&T may provide any documents required or permitted under the Federal or
state securities laws, including but not limited to the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, by e-mail, by
e-mail attachment, or by notice by e-mail of electronic delivery through
AT&T’s Internet Web site or by other electronic means. 



 





 












 





8.4          Unsecured General Creditor.


Participants and their beneficiaries, heirs, successors, and
assigns shall have no legal or equitable rights, interest, or claims in any
property or assets of any Employer.  No assets of any Employer shall be held
under any trust for the benefit of Participants, their beneficiaries, heirs,
successors, or assigns, or held in any way as collateral security for the
fulfilling of the obligations of any Employer under this Plan.  Any and all of
each Employer’s assets shall be, and remain, the general, unpledged,
unrestricted assets of such Employer.  The only obligation of an Employer under
the Plan shall be merely that of an unfunded and unsecured promise of AT&T
to make distributions under and in accordance with the terms of the Plan. 


8.5          Non-Assignability.


Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt, any
Cash Deferral Account under the Plan, if any, or any part thereof, which are,
and all rights to which are, expressly declared to be unassignable and
non-transferable.  No part of  a distributable Cash Deferral Account shall,
prior to actual distribution, be subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation of law in the
event of a Participant’s or any other person’s bankruptcy or insolvency. 


8.6          Employment Not Guaranteed.


Nothing contained in this Plan nor any action taken hereunder
shall be construed as a contract of employment or as giving any employee any
right to be retained in the employ of an Employer or to serve as a director. 


8.7          Errors.


At any time AT&T or an Employer may correct any error made
under the Plan without prejudice to AT&T or any Employer.  Neither AT&T
nor any Employer shall be liable for any damages resulting from failure to
timely allow any contribution to be made to the Plan or for any damages
resulting from the correction of, or a delay in correcting, any error made
under the Plan.  In no event shall AT&T or any Employer be liable for
consequential or incidental damages arising out of a failure to comply with the
terms of the Plan. 


8.8          Captions.


The captions of the articles, sections, and paragraphs of this
Plan are for convenience only and shall not control nor affect the meaning or
construction of any of its provisions. 


8.9          Governing Law.


To the extent not preempted by Federal law, the Plan, and all
benefits and agreements hereunder, and any and all disputes in connection
therewith, shall be governed by and construed in accordance with the
substantive laws of the State of Texas, without regard to conflict or 



 








 





choice of law principles which might
otherwise refer the construction, interpretation or enforceability of this Plan
to the substantive law of another jurisdiction. 


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


8.10        Plan to Comply with Section 409A.


In the event any provision of this Plan is held invalid, void, or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of this Plan.  Notwithstanding any provision to
the contrary in this Plan, each provision in this Plan shall be interpreted to
permit the deferral of compensation in accordance with Section 409A of the Code
and any provision that would conflict with such requirements shall not be valid
or enforceable. 


8.11        Successors and Assigns.


This Plan shall be binding upon AT&T and its successors and
assigns.