<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
AT&T CORP.
A New York I.R.S. Employer
Corporation No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
AT&T GLOBAL INFORMATION SOLUTIONS COMPANY SAVINGS PLAN
Agent for Service
S. L. Prendergast, Vice President and Treasurer
32 Avenue of the Americas, New York, New York 10013-2412
(212) 387-5400
Please send copies of all communications to:
Marilyn J. Wasser, Vice President - Law and Secretary
32 Avenue of the Americas, New York, New York 10013-2412
CALCULATION OF REGISTRATION FEE
================================================================================
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering +registration
be registered + registered(1) + per share(2) + price(2) + fee
================================================================================
AT&T Corp. + + + +
shares + + + +
(common--par + + + +
value $1 per + + + +
share) + + + +
+ + + +
+ 500,000 + $53 13/16 + $26,906,250 + $9,278.09
================================================================================
(1) Represents the estimated number of shares that may be acquired by the
Trustee under the AT&T Global Information Solutions Company Savings
Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
the average of the high and low sale prices of the common stock, par
value $1 per share, of AT&T Corp. on the New York Stock Exchange on
May 17, 1994.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by AT&T Corp. ("AT&T") with
the Securities and Exchange Commission ("SEC") and are incorporated herein
by reference:
(1) AT&T's Annual Report on Form 10-K for the year ended December 31,
1993;
(2) AT&T's Quarterly Report on Form 10-Q for the period ended March
31, 1994;
(3) AT&T's Current Reports on Form 8-K dated January 14, 1994,
January 27, 1994, March 4, 1994, March 23, 1994, April 5, 1994,
August 16, 1993, as amended (filed April 19, 1994), April 22,
1994 and August 16, 1993, as amended (filed May 20, 1994);
(4) The description of shares of AT&T common stock contained in the
registration statement filed under the Securities Exchange Act of
1934, as amended ("Exchange Act"), including any amendment or
report filed for the purpose of updating such description; and
(5) The AT&T Global Information Solutions Company Savings Plan's
Annual Report on Form 11-K for the year ended December 31, 1993.
All documents, filed subsequent to the date hereof by AT&T with the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment hereto which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); PROVIDED, HOWEVER,
that the documents enumerated above or subsequently filed by AT&T pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made hereby is in effect prior to the filing with
the SEC of AT&T's Annual Report on Form 10-K covering such year shall not
be Incorporated Documents or be incorporated by reference herein or be a
part hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part hereof.
Item 4. Description of Securities.
Not Applicable.
1
<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a director or
officer of a corporation is entitled, under specified circumstances, to
indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him/her in connection with the defense of a
civil or criminal proceeding to which he/she has been made, or threatened
to be made, a party by reason of the fact that he/she was such director or
officer. In certain circumstances, indemnity is provided against
judgments, fines and amounts paid in settlement. In general,
indemnification is available where the director or officer acted in good
faith, for a purpose he/she reasonably believed to be in the best interests
of the corporation. Specific court approval is required in some cases.
The foregoing statement is subject to the detailed provisions of Sections
715, 717 and 721-725 of the New York Business Corporation Law ("BCL").
The AT&T By-laws provide that AT&T is authorized, by (i) a resolution
of shareholders, (ii) a resolution of directors or (iii) an agreement
providing for such indemnification, to the fullest extent permitted by
applicable law, to provide indemnification and to advance expenses to its
directors and officers in respect of claims, actions, suits or proceedings
based upon, arising from, relating to or by reason of the fact that any
such director or officer serves or served in such capacity with AT&T or at
the request of AT&T in any capacity with any other enterprise.
AT&T has entered into contracts with its officers and directors,
pursuant to the provisions of BCL Section 721, by which it will be
obligated to indemnify such persons, to the fullest extent permitted by the
BCL, against expenses, fees, judgments, fines and amounts paid in
settlement in connection with any present or future threatened, pending or
completed action, suit or proceeding based in any way upon or related to
the fact that such person was an officer or director of AT&T or, at the
request of AT&T, an officer, director or other partner, agent, employee or
trustee of another enterprise. The contractual indemnification so provided
will not extend to any situation where a judgment or other final
adjudication adverse to such person establishes that his acts were
committed in bad faith or were the result of active and deliberate
dishonesty or that there inured to such person a financial profit or other
advantage.
2
<PAGE> 4
The directors and officers of AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933 ("1933 Act"), which might be
incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number
4-A AT&T Global Information Solutions Company Savings Plan
Amended and Restated as of January 1, 1992. First Amendment
to AT&T Global Information Solutions Company Savings Plan
effective April 1, 1994.
4-B Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Change to Restated
Certificate of Incorporation dated March 18, 1992,
Certificate of Amendment to Restated Certificate of
Incorporation dated June 1, 1992, and Certificate of
Amendment to the Certificate of Incorporation dated April
20, 1994.
5 Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand.
23-B Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
3
<PAGE> 5
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
4
<PAGE> 6
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on the 23rd day of May, 1994.
AT&T CORP.
By S. L. Prendergast
(Vice President and Treasurer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement or amendment thereto has been signed
below by the following persons in the capacities and on the date indicated.
Principal Executive Officer: #
#
R. E. Allen Chairman #
of the Board #
#
Principal Financial Officer: #
#
R. W. Miller Executive Vice President #
and Chief Financial ###By S. L. Prendergast
Officer # (attorney-in-fact)*
#
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # May 23, 1994
#
Directors: #
#
R. E. Allen #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Drew Lewis #
Donald F. McHenry #
Victor A. Pelson #
Donald S. Perkins #
Henry B. Schacht #
Michael I. Sovern #
Franklin A. Thomas # *by power of attorney
Joseph D. Williams #
Thomas H. Wyman #
5
<PAGE> 7
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the AT&T
Global Information Solutions Company Savings Plan has duly caused this
registration statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dayton, State of
Ohio, on the 23rd day of May, 1994.
AT&T GLOBAL INFORMATION SOLUTIONS
COMPANY SAVINGS PLAN
Richard F. Brenner
Vice President Global
Human Resources
6
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number
4-A AT&T Global Information Solutions Company Savings Plan
Amended and Restated as of January 1, 1992. First Amendment
to AT&T Global Information Solutions Company Savings Plan
effective April 1, 1994.
4-B Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Change to Restated
Certificate of Incorporation dated March 18, 1992,
Certificate of Amendment to Restated Certificate of
Incorporation dated June 1, 1992, and Certificate of
Amendment to the Certificate of Incorporation dated April
20, 1994.
5 Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand.
23-B Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
<PAGE> 1 Exhibit 4-A
AT&T GLOBAL INFORMATION SOLUTIONS COMPANY
SAVINGS PLAN
Amended and Restated as of January 1, 1992
<PAGE>
<PAGE> 2
TABLE OF CONTENTS
Page
PREAMBLE . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 1 - DEFINITIONS. . . . . . . . . . . . . . 8
1.1 Account. . . . . . . . . . . . . . . . . 8
1.2 Administrator. . . . . . . . . . . . . . 8
1.3 Affiliated Companies . . . . . . . . . . 8
1.4 After-Tax Contributions. . . . . . . . . 8
1.5 After-Tax Contribution Account . . . . . 9
1.6 Annuity Starting Date. . . . . . . . . . 9
1.7 AT&T Common Stock. . . . . . . . . . . . 9
1.8 Beneficiary. . . . . . . . . . . . . . . 9
1.9 Break-in-Service . . . . . . . . . . . . 9
1.10 Board of Directors . . . . . . . . . . .10
1.11 Business Day . . . . . . . . . . . . . .10
1.12 Code . . . . . . . . . . . . . . . . . .10
1.13 Compensation . . . . . . . . . . . . . .10
1.14 Disabled . . . . . . . . . . . . . . . .11
1.15 Effective Date . . . . . . . . . . . . .11
1.16 Eligible Employee. . . . . . . . . . . .11
1.17 Employee . . . . . . . . . . . . . . . .11
1.18 Employee Contributions . . . . . . . . .12
1.19 Employer . . . . . . . . . . . . . . . .12
1.20 Employer Matching Contribution . . . . .12
1.21 Employer Matching Contribution Account .12
1.22 Employment Commencement Date . . . . . .12
1.23 ER1SA. . . . . . . . . . . . . . . . . .12
1.24 Highly Compensated Employee. . . . . . .12
1.25 Hour of Service. . . . . . . . . . . . .14
1.26 Normal Retirement Date . . . . . . . . .15
1.27 Participant. . . . . . . . . . . . . . .15
1.28 Performance Match Contributions. . . . .15
1.29 Plan . . . . . . . . . . . . . . . . . .15
1.30 Plan Year. . . . . . . . . . . . . . . .15
1.31 Pre-Tax Contributions. . . . . . . . . .16
1.32 Pre-Tax Contribution Account . . . . . .16
1.33 Recordkeeper . . . . . . . . . . . . . .16
1.34 Reduction in Force . . . . . . . . . . .16
1.35 Retirement Committee . . . . . . . . . .16
1.36 Rollover Account . . . . . . . . . . . .16
1.37 Rollover Contributions . . . . . . . . .16
1.38 Trust or Trust Fund. . . . . . . . . . .16
<PAGE> 3
1.39 Trustee. . . . . . . . . . . . . . . . .17
1.40 Valuation Date . . . . . . . . . . . . .17
1.41 Value. . . . . . . . . . . . . . . . . .17
1.42 Year of Service. . . . . . . . . . . . .17
1.43 Additional Definitions in Plan . . . . .18
ARTICLE 2 - PARTICIPATION. . . . . . . . . . . . .19
2.1 Participation. . . . . . . . . . . . . .19
2.2 Reemployment After Termination . . . . .19
2.3 Employees in a Bargaining Unit . . . . .19
2.4 Inactive Participation . . . . . . . . .19
ARTICLE 3 - PLAN CONTRIBUTIONS . . . . . . . . . .20
3.1 Participant Payroll Deduction Contributions. . . . .
.20
3.2 Employer Matching Contributions. . . . .21
3.3 Performance Match Contributions. . . . .21
3.4 Participant Rollover Contributions . . .22
3.5 Time of Contribution . . . . . . . . . .22
3.6 Profits not Required . . . . . . . . . .22
ARTICLE 4 - NONDISCRIMINATION TESTS. . . . . . . .23
4.1 Non-Discrimination Test for Deferrals (ADP Test). . .
23
4.2 Non-Discrimination Test for Employer Matching .
Contributions and After-Tax Contributions (ACP Test).
24
4.3 Multiple Use of Alternative Limitations Under ADP
and ACP Tests. . . . . . . . . . . . . . . . . . . .
.24
4.4 Corrective Procedures to Satisfy Discrimination
Tests.25
4.5 Return of Contributions. . . . . . . . . . . . . . .
.26
ARTICLE 5 - ACCOUNT ADMINISTRATION . . . . . . . . . . . . . .
.29
5.1 Types of Accounts. . . . . . . . . . . . . . . . . .
.29
5.2 Transfer of Accounts from Profit Sharing Plan.. . . .
29
5.3 Transfer of Accounts from Payroll Employee Stock
Ownership Plan . . . . . . . . . . . . . . . . . . .
.29
5.4 Investment Options . . . . . . . . . . . . . . . . .
.29
5.5 Investment Funds Prior to March 20, 199230
5.6 Participant Direction of Investments . . . . . . . .
.31
5.7 Consolidation of Investment Accounts as of
March 20, 1992.. . . . . . . . . . . . . . . . . . .
.31
5.8 Allocation of Trust Fund Earnings and Losses to
Participant
Accounts . . . . . . . . . . . . . . . . . . . . . .
.32
5.9 Account Statements . . . . . . . . . . . . . . . . .
.32
<PAGE>
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ARTICLE 6 - BENEFITS AND FORMS OF PAYMENT. . . . .33
6.1 Eligibility for Benefits . . . . . . . .33
6.2 Time of Benefit Commencement . . . . . .33
6.3 Form of Payment. . . . . . . . . . . . .34
6.4 Annuity Form of Distribution . . . . . .35
6.5 Benefits for Terminated Participants . .37
6.6 Commencement of Payment. . . . . . . . .37
ARTICLE 7 - WITHDRAWALS AND LOANS. . . . . . . . .38
7.1 After-Tax and Rollover Withdrawals . . .38
7.2 Hardship Withdrawal. . . . . . . . . . .38
7.3 Loans. . . . . . . . . . . . . . . . . .40
ARTICLE 8 - VESTING. . . . . . . . . . . . . . . .43
8.1 Vesting. . . . . . . . . . . . . . . . .43
8.2 Changes in Vesting Schedule. . . . . . .43
8.3 Forfeitures. . . . . . . . . . . . . . .44
8.4 Reemployment . . . . . . . . . . . . . .44
ARTICLE 9 - LIMITATIONS ON CONTRIBUTIONS . . . . .46
9.1 Maximum Annual Contribution to the Plan.46
9.2 Additional Limitation Relating to Defined Benefit
Plans. .47
ARTICLE 10 - TOP HEAVY PROVISIONS. . . . . . . . .49
10.1 Scope. . . . . . . . . . . . . . . . . .49
10.2 Top Heavy Status . . . . . . . . . . . .49
10.3 Minimum Contribution . . . . . . . . . .52
10.4 Limitation to Annual Additions in Top Heavy Plan . .
. . 52
10.5 Vesting. . . . . . . . . . . . . . . . .52
ARTICLE 11 - ADMINISTRATION OF THE PLAN. . . . . .53
11.1 Responsibility for Plan Administration .53
11.2 Authority of Board of Directors. . . . .53
11.3 Duties and Authority of the Committee. .53
11.4 Duties and Authority of the Administrator . . . . . .
. . 54
11.5 Appointment and Removal of Committee Members .. . . .
. . 55
11.6 Committee Procedures . . . . . . . . . .55
11.7 Plan Expenses. . . . . . . . . . . . . .56
11.8 Bonding and Insurance. . . . . . . . . .56
<PAGE> 5
11.9 Maintenance of Written Records . . . . .57
11.10 Scope of Authority . . . . . . . . . . .57
11.11 Appeal Procedure . . . . . . . . . . . .58
ARTICLE 12 - TRUST FUND. . . . . . . . . . . . . .59
12.1 Contributions to the Trust Fund. . . . .59
12.2 Trust Fund for Exclusive Benefit of Participants . .
.59
12.3 Trustee. . . . . . . . . . . . . . . . .59
12.4 Investment Manager . . . . . . . . . . .59
12.5 Voting of Proxies. . . . . . . . . . . .60
12.6 Tenders for Common Stock . . . . . . . .60
12.7 Voting Shares of AT&T Common Stock; Options and
Other Rights . . . . . . . . . . . . . .64
ARTICLE 13 - AMENDMENT AND TERMINATION . . . . . .68
13.1 Amendment - General. . . . . . . . . . .68
13.2 Amendment - Consolidation or Merger. . .68
13.3 Termination of the Plan. . . . . . . . .68
13.4 Allocation of the Trust Fund on Termination of Plan .
68
ARTICLE 14 - FIDUCIARIES . . . . . . . . . . . . .70
14.1 Limitation of Liability of the Employer and Others .
.70
14.2 Indemnification of Fiduciaries . . . . .70
14.3 Scope of Indemnification . . . . . . . .70
ARTICLE 15 - ADOPTION BY AFFILIATED COMPANIES. . .71
15.1 Adoption by Affiliated Companies . . . .71
15.2 Spin-Off of a Division . . . . . . . . .71
15.3 Merger of an Employer. . . . . . . . . .71
15.4 Termination of Participation by an Employer. .. . . .
71
15.5 Adoption by Non-Affiliated Companies . .71
<PAGE>
<PAGE> 6
ARTICLE 16 - MISCELLANEOUS PROVISIONS. . . . . . .72
16.1 Facility of Payment. . . . . . . . . . .72
16.2 Correction of Errors . . . . . . . . . .72
16.3 Missing Persons. . . . . . . . . . . . .72
16.4 Domestic Relations Orders. . . . . . . .73
16.5 Plan Qualifications. . . . . . . . . . .74
16.6 Deductible Contribution. . . . . . . . .74
16.7 Payment of Benefits Through Purchase of Annuity. . 74
Contract
16.8 Plan Administration - Miscellaneous. . .75
SIGNATURE PAGE . . . . . . . . . . . . . . . . . .77
APPENDIX A . . . . . . . . . . . . . . . . . . . .78
APPENDIX B . . . . . . . . . . . . . . . . . . . .79
<PAGE>
<PAGE> 7
PREAMBLE
THIS AT&T GLOBAL INFORMATION SOLUTIONS COMPANY SAVINGS PLAN
(hereinafter referred to as the "Plan" and known until January
26, 1994
as The NCR
Corporation Savings Plan) is amended and restated effective
January 1,
1992 by AT&T
Global Information Solutions Company (hereinafter "Employer").
The Plan is a profit sharing plan and the Employer established
this Plan
effective May
1, 1985 to attract and retain Eligible Employees by providing
them with
an opportunity
to save for their retirement.
The Employer since that time amended the Plan effective May 1,
1987,
December 16,
1987, August 30, 1991, September 9, 1991 and February 1, 1992.
.
Effective August 30, 1993, the NCR Corporation Profit Sharing
Plan and
the NCR
Corporation Payroll Employee Stock Ownership Plan merged into
the Plan.
The Employer desires to amend and restate the Plan to effect
certain
changes.
The Plan shall be maintained for the exclusive benefit of
covered
employees,
and is intended to comply with the Internal Revenue Code of
1986, as
amended, the
Employee Retirement Income Security Act of 1974, as amended,
and other
applicable
law.
The Employer hereby amends and restates the Plan as set
forth in the
following pages effective January 1, 1992, except as otherwise
specifically stated
herein.
<PAGE>
<PAGE> 8
ARTICLE 1
DEFINITIONS
The following terms when used herein shall have the following
meaning,
unless a
different meaning is plainly required by the context.
Capitalized terms
are used
throughout the Plan text for terms defined by this and other
sections.
1.1 Account
"Account" means a Participant's Pre-tax Contribution Account,
Employer
Matching
Contribution Account, After-Tax Contribution Account and
Rollover
Account.
1.2 Administrator
"Administrator" means the person, persons or entity
appointed by the
Committee, as provided in Article 11, to administer the
Plan.
1.3 Affiliated Companies
"Affiliated Companies" means
(a) the Employer,
(b) any other corporation which is a member of a
controlled
group of corporations which includes the Employer
(as
defined in Section 414(b) of the Code),
(c) any other trade or business under common control
with the
Employer (as defined in Section 414(c) of the
Code), or
(d) an affiliated service group which includes the
Employer (as
defined in Section
414(m) of the Code).
For purposes of the limitation on benefits in Article 9, the
determination of whether a corporation is an Affiliated Company
will be
made by modifying Sections 414(b) and (c)of the Code as specified
in
Section 415(h).
1.4 After-Tax Contributions
"After-Tax Contributions" means that portion of a
Participant's
Compensation which he or she elects to defer and authorizes
to be
contributed to the Plan by the Employer, and which shall be
included
in the Participant's gross income.
<PAGE> 9
1.5 After-Tax Contribution Account
"After-Tax Contribution Account" means an account established
and
maintained by the
Recordkeeper to hold a Participant's After-Tax Contributions to
the Plan.
1.6 Annuity Starting Date
"Annuity Starting Date" means the first day of the first
period for
which a
Plan benefit is payable as an annuity or any other
form.
1.7 AT&T Common Stock
"AT&T Common Stock" means the shares of the $1.00 par
value common
stock of the American Telephone and Telegraph Company
("AT&T") as
may be authorized from time to time, or issued upon a
change of
shares of
such common stock or any other shares, whether in
subdivision or
combination thereof and whether as a part of a
classification or
reclassification thereof, or otherwise, and which may
or may not
be duly
registered with the Securities and Exchange commission
or listed
on the
New York Stock Exchange.
1.8 Beneficiary
"Beneficiary" means the person or persons designated to
be the
Beneficiary by the Participant in writing to the
Committee.
Unless designated otherwise, the Beneficiary of a married
Participant
shall be his or her spouse. In the event a married Participant
designates someone other than his or her spouse as Beneficiary,
such
initial designation or subsequent change shall be invalid unless
the
spouse consents in a writing, which names the designated
Beneficiary,
acknowledges the effect of the designation, and is notarized,
or witnessed by a Plan representative. If a Participant fails to
designate a Beneficiary or no designated Beneficiary survives the
Participant, payment of benefits shall be made to the
Participant's estate.
1.9 Break-in-Service
"Break-in-Service" means any Plan Year in which an Employee
has less
than 501 Hours of Service. Solely for purposes of
determining a
Break-in-
Service, Hours of Service shall also include
(a) absence (of a male or female Employee) due to
pregnancy, birth or
adoption of a child, or caring for a child immediately
following birth or
adoption.
During such periods of temporary absence, Hours of Service
shall be
credited in
accordance with the Employee's regular work schedule, and shall
be
credited only in
the first Plan Year in which the absence begins if such hours
are
necessary to prevent
a Break-in-Service. If such hours are not needed in such first
Plan Year
to avoid a
Break-in-
<PAGE> 10
Service, then the total number of hours attributable to such
leave including
those that occurred in the first Plan Year shall be credited in
the next
following Plan
Year.
(b) a period of time during which an Employee is laid off
because of a
"Reduction in Force," and credit shall be given at the
rate of the
number
of hours in his regularly scheduled work day with a weekly
maximum
equal to the number of hours in his regularly scheduled
work week
for a
period not to exceed the duration of recall rights as
established by
the
Employer policy applicable to all employees similarly
situated,
provided
the Employee returns to work within two weeks of the date
of such
recall.
1.10 Board of Directors
"Board of Directors" shall mean the Board of Directors of
AT&T Global
Information Solutions Company.
1.11. Business Day
"Business Day" means a day on which the New York Stock
Exchange is
open for trading.
1.12 Code
"Code" means the Internal Revenue Code of 1986, as amended
and
including all regulations promulgated pursuant thereto.
1.13 Compensation
"Compensation" for purposes of Articles 3 and 4 means the
remuneration
received by or accrued on behalf of a Participant from the
Employer
during a Plan Year, determined prior to the deduction of
Employee
salary
deferral contributions, including overtime pay, bonuses,
commissions, and
certain other pay supplements and incentive compensation
and
including
compensation previously earned by such Participant but
paid to him
during
such Plan Year, and which remuneration is deductible for
income tax
purposes by the Employer; but excluding any amounts
contributed to
any
employee benefit plan for which a deduction by the
Employer is
allowed
under Section 404 of the Code, except as provided above.
Notwithstanding the foregoing, for Plan Years beginning on
or after
January 1, 1989, annual Compensation in excess of $200,000
shall be
disregarded ($150,000 effective as of January 1, 1994);
provided,
however, that this dollar limit shall be automatically
adjusted to
the
maximum permissible dollar limitation permitted by the
Commissioner
of
the Internal Revenue Service. In determining Compensation
of a
Participant
for purposes of this limitation, the family aggregation
rules of
Section
414(q)(6) of the Code shall apply, except in applying such
rules,
the term
<PAGE> 11
"family" shall include only the spouse of the Participant
and any
lineal
descendants of the Participant who have not attained age
19 before
the
close of the year. If as a result of the application of
such rules
the adjusted
dollar limitation is exceeded, then the limitation shall
be prorated
among
the affected individuals in proportion to each such
individual's
Compensation as
determined under this Section 1.13 prior to the application of
this
limitation.
For purposes of the Section 415 limits of Article 9,
"Compensation"
has
the meaning set forth in Section 415(c)(3) of the Code.
Effective
January
1, 1989, for purposes of determining who is a Highly
Compensated
Employee and for purposes of Article 10 (Top Heavy
Provisions),
"Compensation" has the meaning set forth in Section
415(e)(3) of the
Code, and also includes Participant Pre-Tax Contributions
to this
Plan and
elective Employee contributions to a cafeteria plan
described in
Code
Section 125.
1.14 Disabled
"Disabled" with respect to a Participant means "disabled" as
such term
is
defined in the Employer group benefits plan in which the
Participant
participates, regardless of whether the Participant elects
long-term
disability coverage under such plan.
1.15 Effective Date
"'Effective Date" means May 1, 1985, or with respect to any
Employer
specified in appendices to this Plan, the date such
Employer adopted
the
Plan.
1.16 Eligible Employee
"Eligible Employee" means any Employee who is on the U.S.
payroll of
the Employer in a unit code other than 900 who is not a
leased
employee
or covered under a collective bargaining agreement where
retirement
benefits were the subject of good faith bargaining which
does not
provide
for retirement benefits under this Plan.
"Eligible Employee" also means any citizen or resident of
the United
States who is a full-time employee of a foreign subsidiary
of the
Employer, and who is listed in Appendix B to this Plan,
which
appendix may be amended at any time by the Administrator.
1.17 Employee
"Employee" means any person (other than a nonresident alien who
receives
no U.S.
source income from the Employer) who is employed by the
Employer as a
common law
employee and any leased employee within the meaning of Code
Section
414(n)(2);
provided, however, effective January 1, 1987, if leased
<PAGE> 12
employees
constitute twenty
percent or less of the Employer's non-highly compensated work
force, the
term
"Employee" shall not include a leased employee who is covered
by a plan
maintained by
the leasing organization which meets the requirements of Code
Section
414(n)(5).
1.18 Employee Contributions
"Employee Contributions" means a Participant's Pre-Tax
Contributions and
After-Tax
Contributions.
1.19 Employer
"Employer" means AT&T Global Information Solutions Company, a
Maryland
corporation, formerly known as NCR Corporation. For purposes
other than
Articles 11,
12 and 13, the term "Employer" shall also include other
employers as
provided from
time to time in Appendix A to this Plan, as provided in Section
15.1 and
15.5.
1.20 Employer Matching Contributions
"Employer Matching Contributions" means the contributions made
to the
Plan by the
Employer as provided in Section 3.2.
1.21 Employer Matching Contribution Account
"Employer Matching Contribution Account" means an account
established and
maintained
by the Recordkeeper to receive a Participant's share of
Employer Matching
Contributions
and Performance Match Contributions to the Plan.
1.22 Employment Commencement Date
"Employment Commencement Date" means the date on which an
Employee first
completes an Hour of Service for the Employer or an Affiliated
Company
during the
current period of employment.
1.23 ERISA
"ERISA" means the Employee Retirement Income Security Act of
1974, as
amended, and
including all regulations promulgated pursuant thereto.
1.24 Highly Compensated Employee
Effective January 1, 1987, "Highly Compensated Employee" means
an
Employee who,
during the Plan Year or the twelve-month period preceding the
Plan Year,
is
<PAGE> 13
included in one of the following categories within the meaning
of Section
414(q)
of the Code:
(a) an Employee who was at any time a 5% owner of the
Employer;
(b) an Employee who received aggregate Compensation from
all the
Affiliated Companies in excess of the dollar
limitation under
Section 414(q)(1)(B) of the Code ($96,368 for the
Plan Year
beginning in 1993);
(c) an Employee who received aggregate Compensation from
all the
Affiliated Companies in excess of the dollar
limitation
contained in
Section 414(q)(1)(C) of the Code ($64,245 for the
Plan' Year
beginning in 1993) and was in the "top paid group" as
defined
in
Section 414(q)(4) of the Code; or
(d) an officer of an Employer whose annual Compensation
exceeds
50% of the dollar limitation under Section
415(b)(1)(A) of the
Code
($57,821 for the Plan Year beginning in 1993).
An Employee described in subparagraphs (b) through (d) above
for a
Plan
Year, who is not one of the 100 highest paid Employees in
the
current Plan
Year, will not be considered a Highly Compensated Employee
for the
current year unless he or she was a Highly Compensated
Employee in
the
preceding Plan Year (without regard to this sentence).
No more than 50 Employees shall be considered officers or if
less, no
more than the greater of (i) 3 or (ii) 10% of all
Employees shall be
considered officers. If all officers earn less than the
Compensation
threshold in subparagraph (d) above, then the highest paid
officer
shall be
considered a Highly Compensated Employee.
A former Employee shall be considered a Highly Compensated
Employee
if he or she was a Highly Compensated Employee when he or
she
separated from service or at any time after attaining age
55.
In determining Highly Compensated Employees, the rules of
Section
414(q)(6) of the
Code shall apply. The term "family" shall include only the
spouse of the
employee or
former employee and any lineal ascendants and descendants and
the spouses
of such
ascendants and descendants.
<PAGE>
<PAGE> 14
The Employer may elect, by resolution of the Committee, from
year to
year, to make
the determination for the prior twelve-month period, as
described above,
with respect
to the current Plan Year rather than with respect to the
twelve- month
period
preceding the current Plan Year.
The Employer may elect, by resolution of the Committee, for
any year
during which the Employer at all times maintained
significant
business
activities and employed employees in at least two
significantly
separate
geographic areas, to modify the above definition by
substituting
$50,000
(as indexed) for the dollar amount in subparagraph (b) and
by
disregarding
subparagraph (c).
1.25 Hour of Service
"Hour of Service" means:
(a) each hour for which an Employee is paid or entitled
to
payment by the
Employer or any Affiliated Company on account of:
(1) Performance of duties.
(2) A period of time during which no duties are performed
(irrespective of whether the employment relationship
has
terminated) due to vacation, holiday, illness,
incapacity
(including
disability), layoff, jury duty, military duty, or
leave of
absence. No
more than 501 Hours of Service shall be credited
under this
paragraph for any single continuous period (whether
or not such
period occurs in a single computation period), except
that a
maximum of 52 weeks shall be credited for absences
due to
illness,
incapacity or disability. Hours under this paragraph
shall be
calculated and credited pursuant to 29 CFR
2530.200b-2(a),
(b)and
(c), which are incorporated herein by this reference.
No hours
shall be credited under this subsection, however,
with respect
to
any such period of absence for which payment is made
solely to
comply with any applicable worker's compensation or
unemployment or disability insurance laws or for
payments which
solely reimburse an employee for medical or
medically-related
expenses incurred by the employee.
(3) An award of back pay, irrespective of mitigation of
damages,
agreed to
by the Employer or any Affiliated Company. However,
hours
credited under (1) or (2) above shall not also be
credited
under this
subsection (3), and no more than 501 Hours of Service
shall be
credited for any period of time during which back pay
has been
awarded, if during such period the Employee did not
or would
not
have performed duties for the Employer.
(b) Periods of absence for service in the Armed Forces of
the United
States, if the Employee returns to employment with an
Employer
within 90 calendar days of the first opportunity to
do so.
<PAGE> 15
Hours credited under subsection (a)(2) above shall be
credited to the
Year
of Service during which the circumstances occur;
provided, that
the
Committee, following uniform rules, may prorate such
hours
between the first two Years of Service which may be
overlapped
by
such period of absence. Hours of pay at premium
rates shall
count
only as straight time hours.
1.26 Normal Retirement Date
"Normal Retirement Date" means the first day of the month
coinciding
with or immediately following the Participant's
sixty-fifth (65th)
birthday.
1.27 Participant
"Participant" means any Eligible Employee who qualifies for
participation
pursuant to Article 2. A non-vested Participant shall
cease to be a
Participant on the date he or she incurs a one-year
Break-in-Service. A
vested Participant shall cease to be a Participant when
his or her
benefit
payments are completed.
1.28 Performance Match Contributions
"Performance Match Contributions" means the contributions
made to the
Plan by the Employer as provided in Section 3.3.
1.29 Plan
"Plan" means the AT&T Global Information Solutions Company
Savings
Plan either in its previous or present form or as amended
from time
to
time.
1.30 Plan Year
The first Plan Year commenced on May 1, 1985 and ended on
December
31, 1985. The Plan Years after December 31, 1985 and
before January
1,
1988 were the periods beginning on each January 1 and
ending on the
next
December 31. The next Plan Year was a short Plan Year
beginning on
January 1, 1988 and ending on November 30, 1988.
Beginning on
December 1, 1988 and ending on November 30, 1992, the Plan
Year was
the period beginning on each December 1 and ending on the
next
November 30. The next Plan Year was a short Plan Year
beginning on
December 1, 1992 and ending on December 31, 1992.
Beginning on
January 1, 1993, the Plan Year is the period beginning on
each
January 1
and ending on the next December 31.
<PAGE>
<PAGE> 16
1.31 Pre-Tax Contributions
"Pre-Tax Contributions" means that portion of a Participant's
Compensation which he
or she elects to defer and authorizes to be contributed to the
Plan by
the Employer, and
which shall not be included in the Participant's gross income.
1.32 Pre-Tax Contribution Account
"Pre-tax Contribution Account" means an account established
and
maintained by the Recordkeeper to receive a Participant's
Pre-Tax
Contributions to the Plan.
1.33 Recordkeeper
"Recordkeeper" means the entity appointed by the
Administrator to
maintain records of Participant Accounts and perform
administrative
functions related to such recordkeeping.
1.34 Reduction in Force
"Reduction in Force" means that an Employee's employment
is
terminated
under circumstances entitling the Employee to benefits
under the
AT&T
Global Information Solutions Company Workforce
Redeployment Plan,
including the Voluntary Separation Program offered in
January,
1994.
1.35 Retirement Committee
"Retirement Committee" or "Committee" means the committee
as from
time to time constituted and appointed by the Employer
to
administer the
Plan.
1.36 Rollover Account
"Rollover Account" means an account established and maintained
by the
Recordkeeper
to hold a Participant's Rollover Contribution to the Plan.
1.37 Rollover Contributions
"Rollover Contributions" means a Participant's account
balances under
a
similar plan sponsored by a former employer which are
deposited in
this
Plan.
1.38 Trust or Trust Fund
"Trust or Trust Fund" means the trust fund into which shall be
paid all
contributions and
from which all benefits shall be paid under this Plan.
<PAGE>
<PAGE> 17
1.39 Trustee
"Trustee" means the trustee or trustees who receive, hold,
invest, and
disburse the assets
of the Trust in accordance with the terms and provisions set
forth in a
trust agreement.
1.40 Valuation Date
"Valuation Date" means each Business Day and any other day
which the Plan
Administrator may designate from time to time.
1.41 Value
"Value" means (a) as used generally, the fair market value,
and (b) as
used with respect
to a share of AT&T Common Stock on any date, the closing sale
price of a
share of
AT&T Common Stock on the New York Stock Exchange on such date,
or if
there is no
sale of AT&T Common Stock on such exchange on such date, the
average of
the bid and
asked prices at the closing of trading on such date.
1.42 Year of Service
"Year of Service" means each calendar year in which an Employee
has 1,000
or more
Hours of Service with Employer or an Affiliated Company (after
the date
of affiliation
unless otherwise determined by the Board).
Where the Employer maintains the plan of a predecessor
employer, service
for such
predecessor employer will be treated as service for the
Employer as
required by the
Code.
<PAGE> 18
1.43 Additional Definitions in Plan
Section
ACP Test 4.2
ADP Test 4.1
Aggregate Account 10.2(e)
Aggregation Group 10.2(h)
Annual Additions 9.1
Determination Date 10.2(c)
Investment Manager 12.4
Joint and Survivor Annuity 6.4(a)
Key Employee 10.2(g)
Local Plan Administrator 11.4(f)
Lump Sum 6.3(a)
Present Value of Accrued Benefits 10.2
Qualified Domestic Relations Order 16.4
Super Top Heavy 10.2(b)
Top Heavy 10.2(a)
Valuation Date (for Top Heavy) 10.2(d)
Whole Life Annuity 6.4(b)<PAGE>
<PAGE> 19
ARTICLE 2
PARTICIPATION
2.1 Participation
An Eligible Employee shall become a Participant by
submitting an
Enrollment
Form to Global Human Resources. Each Eligible Employee may
become a
Participant
in this Plan on the first day of any month coinciding with or
following
completion of a
twelve consecutive month period within which the Employee has
at least
1,000 Hours of
Service, or, if later, the first of the month coinciding with
or next
following the date on
which he or she becomes an Eligible Employee. The twelve-month
period
used for this
determination shall start on the Employee's Employment
Commencement Date
and
anniversaries of the Employment Commencement Date thereafter.
2.2 Reemployment After Termination
Upon the reemployment of a terminated former Participant as
an
Eligible
Employee, he or she may immediately become a Participant by
submitting an
Enrollment Form to Global Human Resources.
An Employee who terminates prior to becoming a Participant
and is
later
reemployed may become a Participant after satisfying the
requirements of
Section 2.1.
2.3 Employees in a Bargaining Unit
An Employee belonging to a collective bargaining unit, which
has entered
an
agreement with the Employer that does not provide for
retirement benefits
under this
Plan, shall not qualify for participation. If such an Employee
is a
Participant when
such an agreement is entered, the Employee shall cease active
participation on the
effective date of the bargaining agreement. If such an
agreement provides
for Plan
participation, a covered Employee may continue or resume
participation.
2.4 Inactive Participation
If a Participant transfers to a position with the Employer or
an
Affiliated Company
in which he or she is not an Eligible Employee, the Participant
shall not
make
Employee Contributions to the Plan, but his or her Account
Balances will
not be
distributed until termination of employment with the Company or
Affiliated Company.
If such a Participant transfers back to a position in which he
or she is
again an
Eligible Employee, he or she may resume making Employee
Contributions to
the Plan
as of the first of any month following submission of an
Enrollment Form
to Global
Human Resources.
<PAGE>
<PAGE> 20
ARTICLE 3
PLAN CONTRIBUTIONS
3.1 Employee Contributions
(a) Authorization of Payroll Deductions
A Participant who desires to make payroll deduction
contributions pursuant to this Section 3.1 shall
submit an
Enrollment Form to the Employer. The Enrollment Form
shall
authorize the Employer to make payroll deductions
equal to a
whole
percentage of Compensation between 1% and 10%, and
shall
specify the percentage which shall be contributed as
a Pre-Tax
Contribution, which shall not exceed 6%, and the
percentage
which
shall be contributed as an After-Tax Contribution,
which shall
not
exceed the difference between the amount of the
Pre-Tax
Contributions and 10%. Payroll deductions shall be
based on
Compensation for each payroll period.
The Enrollment Form shall be effective on the first day
of the
payroll period coinciding with or following the later
of: (1)
the date
participation commences, or (2) the first day of the
month
which
coincides with or next follows completion of the
Enrollment
Form,
and shall remain in effect until such Enrollment Form
is
superseded
by a subsequent Enrollment Form or revoked. Payroll
deductions
shall be deducted from Participant Compensation each
payroll
period, except for those periods in which the
deducted amount
exceeds the amount remaining after other payroll
deductions.
(b) Maximum Dollar Contribution
Effective January 1, 1987, notwithstanding the
foregoing, Pre-Tax
Contributions to this Plan (and any other plans of
Affiliated
Companies subject to Section 402(g) of the Code) for
any
calendar
year shall not exceed the maximum dollar limitation
on elective
deferrals under Section 402(g) of the Code ($9,240
for 1994 and
indexed thereafter).
(c) Participant Modification of Enrollment Form
The payroll deduction percentages designated in the
Participant's
Enrollment Form shall continue in effect regardless of changes
in
Compensation until
the Participant elects in writing to change the percentage. A
Participant
may change
the percentages, discontinue contributions or resume
contributions by
completing a
new Enrollment Form and submitting it to Global Human
Resources.
Completion of
an Enrollment Form shall automatically revoke all prior
Enrollment Forms
entered
into by a Participant. Any such change will become effective
as soon as
administratively practical thereafter.
<PAGE> 21
(d) Employer Deposit of Employee Contributions
The Employer shall contribute to the Plan on behalf of each
active Participant an amount equal to 100% of the payroll
deduction
amount pursuant
to the Participant's payroll deduction agreement for each
payroll period.
Participant
contributions shall be credited to the Participant's Pre-tax
Contribution
Account or
After Tax Contribution account, as applicable.
The Employer shall pay the Employee Contributions for each
payroll period in cash to the Trustee within a reasonable time
after the
payroll period.
3.2 Employer Matching Contributions
The Employer shall make an Employer Matching
Contribution for
each
payroll cycle in an amount equal to 75% of the first 3%
and 25% of
the
next 3% (4%-6%) of each Participant's Compensation
contributed as
Employee Contributions during such payroll cycle not in
excess of
the
limits contained in Sections 3.1(b) (Maximum Dollar
Contributions)
and
4.1 (ADP Test). This Employer Matching Contribution shall
be
credited
to the Participant's Employer Matching Contribution
Account.
The Employer shall pay the Employer Matching
Contributions for
each
payroll cycle to the Trustee within a reasonable time
after such
payroll
cycle, in cash or AT&T Common Stock.
3.3 Performance Match Contributions
The Employer, in its sole discretion, may make a
Performance
Match Contribution for any calendar year in an amount
equal to up to
50%
of each eligible Participant's Employee Contributions from
4% to 6%
of
Compensation.
A Participant will be eligible to receive a Performance
Match
Contribution for a Plan Year if he or she is actively
employed by
the
Employer on the last day of the Plan Year, or dies,
becomes Disabled
or
retires during the Plan Year.
Any such Performance Match Contribution may be made in cash
or
AT&T Common Stock and will be made in addition to the
Company
Matching Contributions. Any such Performance Match
Contribution
shall
be paid to the Trustee not later than the first Business
Day
coinciding with
or next following the March 31 of the calendar year
following the
calendar
year for which such Performance Match is made. The
Performance
Match
Contribution for each year shall be authorized by a
resolution of
the
Committee.
<PAGE> 22
3.4 Participant Rollover Contributions
An Eligible Employee may request in writing acceptance of a
rollover
amount
from another qualified plan or conduit Individual Retirement
Account
(IRA). The
amount must be directly transferred from another qualified plan
or rolled
over by the
Eligible Employee within 60 days of receiving the distribution
from the
other plan or
conduit IRA. The Administrator has total discretion over
acceptance of
such amounts
into this Plan; provided, rollovers of any type of property
other than
cash will not be
accepted. In the event an Eligible Employee is permitted to
contribute a
rollover
amount, such amount shall be allocated to a separate, fully
vested
Rollover Account.
3.5 Time of Contribution
In no event shall Employer contributions for any
Plan Year
be
made later than the time prescribed by law (i) for
the
deduction of
such contributions for purposes of federal income
tax, as
determined by the applicable provisions of the Code,
or ((ii))
for
making such contributions under a cash or deferred
arrangement
(within the meaning of Section 401(k) of the Code).
3.6 Profits not Required
Effective on and after January 1, 1987, the
Employer shall
make
all contributions to the Plan without regard to
current or
accumulated earnings and profits for the taxable year
ending
with or
within such Plan Year. Notwithstanding the preceding
sentence,
the Plan shall continue to be designed to qualify as
a profit
sharing
plan for purposes of Sections 401(a), 402, 412 and
417 of the
Code.
<PAGE>
<PAGE> 23
ARTICLE 4
NONDISCRIMINATION TESTS
4.1 Non-Discrimination Test For Deferrals (ADP Test)
Effective January 1, 1987, for each Plan Year, the Plan must
meet one
of
the actual deferral percentage (hereinafter "ADP") tests
described below
to satisfy the
non-discrimination requirement. For purposes of this ADP test,
Eligible
Employees
who do not qualify for participation pursuant to Section 2
shall not be
considered.
(a) The ADP for the group of Eligible Employees who are
Highly
Compensated Employees does not exceed the ADP for all
other
Eligible Employees multiplied by 1.25; or
(b) The ADP for the group of Eligible Employees who are
Highly
Compensated Employees (i) is not more than two
percentage
points
higher than the ADP for all other Eligible Employees
and ((ii))
does
not exceed the ADP for all other Eligible Employees
multiplied
by
2.
The ADP for a specified group of Eligible Employees shall be
the
average
of the ratios (calculated separately for each Employee in the
group to
the nearest one-
hundredth of one percent of the Employee's Compensation) of (i)
Participant Pre-Tax
Contributions to ((ii)) the Employee's Compensation earned
while a
Participant,
determined in accordance with Code Section 401(k) and
regulations
pursuant thereto.
For purposes of the ADP tests, the definition of
"Compensation" may be
modified to mean any definition of compensation that complies
with
Section 414(s) of
the Code.
In applying the foregoing tests, Compensation paid to and
Pre-Tax
Contributions on behalf of family members (as defined in Code
Section
414(q)(6)(B))
of a Highly Compensated Employee who is a 5% owner or in the
group
consisting of
the ten Highly Compensated Employees paid the greatest
Compensation shall
be
considered together to determine a combined ADP for the family
group
(which is
treated as one Highly Compensated Employee).
If for any Plan Year a Highly Compensated Employee
is also
eligible to participate in another cash or deferred
arrangement
maintained by any Affiliated Company, then the ADP of
such
Highly Compensated Employee shall be determined by
treating all
the cash or deferred arrangements in which he or she
is
eligible to
participate and this Plan as one arrangement.
<PAGE>
<PAGE> 24
4.2 Non-Discrimination Test for Employer Matching
Contributions and
After-Tax
Contributions (ACP Test)
Effective January 1, 1987, for each Plan Year the Plan must
meet one
of
the average contribution percentage (hereinafter "ACP") tests
described
below to
satisfy this non-discrimination requirement. For purposes of
this ACP
test, Eligible
Employees who do not qualify for participation pursuant to
Article 2
shall not be
considered.
(a) The ACP for the group of Eligible Employees who are
Highly
Compensated Employees does not exceed the ACP for all
other
Eligible Employees multiplied by 1.25; or
(b) The ACP for the group of Eligible Employees who are
Highly
Compensated Employees (i) is not more than two
percentage
points
higher than the ACP for all other Eligible Employees
and (ii)
does
not exceed the ACP for all other Eligible Employees
multiplied
by
2.
The ACP for a specified group of Eligible Employees shall be
the
average
of the ratios (calculated separately for each Employee in the
group to
the nearest one-
hundredth of one percent of the Employee's Compensation) of (i)
Employer
Matching
Contributions on behalf of each such Employee and the
Employee's
After-Tax
Contributions, if any, to (ii) the Employee's Compensation
earned while a
Participant,
determined in accordance with Code Section 401(m) and
regulations
pursuant thereto.
For purposes of the ACP tests, the definition of
"Compensation" may be
modified to mean any definition of Compensation that complies
with
Section 414(s) of
the Code.
In applying the foregoing tests, Compensation paid to and
contributions on
behalf of family members (as defined in Code Section
414(q)(6)(B)) of a
Highly
Compensated Employee who is a 5% owner or in the group
consisting of the
ten
Highly Compensated Employees paid the greatest Compensation
shall be
considered
together to determine a combined ACP for the family group
(which is
treated as one
Highly Compensated Employee).
If for any Plan Year a Highly Compensated Employee is also
eligible to
participate in another plan offering employer matching
contributions
and/or After-Tax
After-Tax Contributions maintained by any Affiliated Company,
the ACP of
such
Highly Compensated Employee shall be determined by aggregating
all such
contributions.
4.3 Multiple Use of Alternative Limitations Under ADP and
ACP Tests
If the sum of the ADP and ACP for Highly Compensated
Employees
determined under Section 4.1 and Section 4.2, respectively,
after
correcting any
excess deferrals or contributions pursuant to Section 4.5,
exceeds the
Aggregate Limit
defined below, then Highly Compensated Employee contributions
shall be
further
limited pursuant to this<PAGE>
<PAGE> 25
section. This multiple use limitation shall be applied in
accordance with
the provisions
of Treas. Reg. Sections 1.401(m)-I and 1.401(m)-2.
The Aggregate Limit means the sum of:
(a) 1.25 multiplied by the greater of (i) the ACP, or
((ii)) the ADP
for
the group of all Eligible Employees who are not
Highly
Compensated Employees, and
(b) the lesser of:
(1) two plus the lesser of (i) the ACP, or ((ii)) the
ADP for
the
group of all Eligible Employees who are not
Highly
Compensated Employees, or
(2) two multiplied by the lesser of (i) the ACP, or
((ii)) the
ADP for the group of all Eligible Employees who
are not
Highly Compensated Employees.
In the event contributions exceed this Aggregate Limit,
Participant
unmatched After-Tax Contributions, then unmatched Pre-Tax
Contributions,
then
matched After-Tax Contributions, then matched Pre-Tax
Contributions shall
be
considered excess contributions pursuant to the applicable
subparagraph
of Section 4.5
and shall be returned to Highly Compensated Employees pursuant
thereto.
4.4 Corrective Procedures to Satisfy Discrimination Tests
If at any time during a Plan Year the Administrator
determines on a
projected basis that it is necessary to reduce the Participant
Pre-Tax
Contributions,
After-Tax Contributions or Employer Matching Contributions to
satisfy the
dollar
limit on annual deferrals, the ADP non-discrimination test, the
ACP non-
discrimination test, or the multiple use of alternative
limitations test,
it shall have the
authority to do so in such amounts and for such periods of time
as it
deems necessary
under the circumstances.
The Administrator, in its sole discretion, may elect to
aggregate
Employer
Matching Contributions with Pre-Tax Employee Contributions to
the extent
necessary
to satisfy the ADP discrimination test provided such
aggregation does not
itself result
in discrimination. Notwithstanding any Plan provisions to the
contrary,
any Employer
contributions so aggregated shall be 100% vested, may not be
withdrawn
upon
hardship, and the ACP test must be passed without taking such
Employer
contributions into account.
<PAGE>
<PAGE> 26
4.5 Return of Contributions
(a) Mistake of Fact
If the amount of contribution made to the Plan by the
Employer
for
any Plan Year is in excess of the amounts required
under
Article 3,
and such excess payment is due to mistake of fact,
the Employer
shall have the right to recover such excess
contribution within
one
year after the date the contribution is made to the
Trustee.
The
return of a contribution shall be permitted hereunder
only if
the
amount so returned (i) is the excess of the amount
actually
contributed over the amount which would have
otherwise been
contributed, (ii) does not include the Compensation
attributable to
such contribution, and (iii) is reduced by any losses
attributable to
such contribution.
(b) Contributions in Excess of Dollar Limitation
An excess deferral exists for a Participant if Pre-Tax
Contributions
under this Plan together with any other plans subject
to the
deferral
limit in Code Section 402(g) (for 1994 this limit is
$9,240)
exceed
such dollar limitation for any calendar year.
In the event an excess deferral exists in plans
maintained by the
Employer (and Affiliated Companies, if applicable)
such excess
deferral, adjusted for investment gains or losses
during the
calendar
year (using the method described in Section 5.8),
less amounts
previously returned pursuant to subparagraph (c),
shall be
distributed no later than April 15 following the
calendar year
in
which the excess deferral occurred.
Effective January 1, 1987, in the event an excess
deferral exists
in
plans maintained by the Employer and any unrelated
employers,
and a Participant submits a written request for a
return of
excess
deferrals by March 1 following the calendar year in
which an
excess deferral occurs, the Administrator shall
distribute such
excess deferral, adjusted for investment gains or
losses during
the
calendar year (using the method described in Section
5.8), less
amounts previously returned pursuant to subparagraph
(c), no
later
than April 15 following the calendar year in which
the excess
deferral occurred. Such written request shall
contain
information
which the Committee require.
(c) ADP Excess Contribution
An ADP excess contribution exists if contributions under
this Plan on
behalf of Highly Compensated Employees fail to meet the
ADP test
described in Section 4.1. Within twelve months after the
end of the
Plan
Year for which there is an excess, contributions which
exceed the
ADP
limitation, adjusted for earnings and losses during the
calendar
year (using
the method described in Section 5.8), less amounts
previously
returned
<PAGE> 27
pursuant to subparagraph (b), shall be distributed to Highly
Compensated
Employees
by reducing each Highly Compensated Employee's deferral in the
order of
deferral
percentages beginning with the highest. Pre-Tax Contributions
distributed under this
provision shall not be eligible for Employer Matching
Contributions.
Within twelve months after the end of the Plan Year for
which there is
an
excess, Participant contributions of Highly Compensated
Employees
which
exceed the ADP limitation shall be reduced in increments
beginning
with
the highest contribution percentage and then continuing
with the
next
highest contribution percentage as the ceiling declines,
by
distributing the
reduced amount with related Compensation to the Employee
to whom it
applies.
(d) ACP Excess Contributions
An ACP excess contribution exists if contributions under
this Plan on
behalf of Highly Compensated Employees fail to meet the
ACP test
described in Section 4.2. Within twelve months after the
end of the
Plan
Year for which there is an excess, After-Tax
Contributions, and then
Employer Matching Contributions of Highly Compensated
Employees
which exceed the ACP limitation shall be reduced,
beginning with the
highest contribution percentage and then continuing with
each next
lower
percentage as the ceiling declines, as follows:
(1) Any amount reduced from After-Tax Contributions
shall be
distributed, with related earnings, to the
Employee to
whom
it applies.
(2) Any amount reduced from Employer Matching
Contributions
shall be forfeited, with related earnings, to
the extent
of any
unvested balance in the Employer Matching
Contribution
Account of the Employee to whom it applies. The
unvested
balance shall be determined before the
reduction. Amounts
so forfeited shall be applied to pay Plan
expenses or
offset
future Employer Matching Contributions.
(3) Any amount reduced from Employer Matching
Contributions not forfeited under (2) above
shall be
adjusted for earnings and losses during the
Plan Year
(using the method described in Section 5.8
on a last-
in/first-out basis) and distributed to the
Employee
to
whom it applies.
<PAGE>
<PAGE> 28
In the event excess deferrals are returned to a Highly
Compensated
Employee whose
contributions and Compensation were aggregated with other
family members
for
purposes of the ACP test in Section 4.2, such returned amounts
shall be
returned to
each family member in the same proportion that his or her
contributions
and
Compensation bears to total contributions and Compensation of
the family
member
group.
(e) Vesting Exception
Notwithstanding the vesting provisions of Article 8, a
Participant shall
not have a
nonforfeitable right to excess contributions which are
returned, adjusted
or forfeited
pursuant to this Section 4.5.<PAGE>
<PAGE> 29
ARTICLE 5
ACCOUNT ADMINISTRATION
5.1 Types of Accounts
All contributions shall be made to the Trust Fund which will
have the
following types of accounts for each Participant:
(a) Pre-Tax Contribution Account
(b) After-Tax Contribution Account
(c) Employer Matching Contribution Account
(d) Rollover Account
5.2 Transfer of Accounts from Profit Sharing Plan
Effective as of August 30, 1993, The NCR Corporation
Employees' Profit
Sharing
Plan terminated and account balances thereunder were
transferred directly
to the Plan.
Account balances so transferred shall be maintained in
Participants'
Employer
Matching Contribution Accounts under the Plan.
5.3 Transfer of Accounts from Payroll Employee Stock
Ownership Plan
Effective as of August 30, 1993, The NCR Payroll Employee
Stock
Ownership
Plan was merged with the Plan and account balances thereunder
were
transferred
directly to the Plan. Account balances so transferred shall be
maintained in
Participants' Rollover Accounts under the Plan.
5.4 Investment Options
The Trust Fund shall be divided into one or more investment
funds.
Any
fund may hold for investment any assets permitted by the terms
of the
Trust
Agreement, including without limitation, cash or other types of
short-term
investments. Investment funds may be established or eliminated
by
agreement between
the Committee and the Trustee.
As of January 1, 1992, The Trust Fund shall contain the
following
investment
funds:
(a) Very Conservative Strategy Fund, which shall be
invested
primarily in
short-term obligations issued or guaranteed as to
principal and
interest
by the United States government or its agencies, and
repurchase
agreements secured by these obligations.
<PAGE>
<PAGE> 30
(b) Conservative Strategy Fund, which shall be invested
approximately
30% in
cash (i.e., money market investments) and 70% in U.S. fixed
income
investments.
(c) Moderately Cautious Strategy Fund, which shall be
invested
primarily in a
broad range of investment grade, interest-bearing
securities
issued by
the United States government and its agencies and by
corporations, and
also in U.S. common stocks in the Standard & Poor's
Composite
Index
of 500 Stocks.
(d) a Moderate Strategy Fund, which shall be invested
approximately
45%
in U.S. fixed income investments, 9% in U.S. small
capitalization
equities, and 46% in U.S. large capitalization
equities.
(e) a Moderately Aggressive Strategy Fund, which shall be
invested
approximately 27% in U.S. fixed income investments,
12% in U.S.
small capitalization equities, 10% in international
equities,
and 51% in
U.S. large capitalization equities.
(f) an Aggressive Strategy Fund, which shall be invested
approximately 12%
in international equities, 13% in U.S. small
capitalization
equities, and
75% in U.S. large capitalization equities.
(g) an AT&T Stock Fund, which shall be invested primarily
in AT&T
Common Stock.
(h) a Mutual Fund Window, offering a choice of the
following retail
mutual funds: Columbia Fixed Income Securities Fund,
Fidelity
Balanced Fund, Fidelity Growth and Income Fund,
Fidelity
Contrafund, and Templeton Foreign Fund, and Twentieth
Century
Ultra
Investors Fund.
5.5 Investment Funds Prior to March 20, 1992
From January 1, 1992 through March 20, 1992, the Trust Fund
shall also
contain the
following investment funds:
(a) a Balanced Fund, which shall be invested primarily
with a view
towards
maximizing return at varying degrees of risk.
(b) a Guaranteed Investment Fund, which shall be
invested
primarily in
fixed interest bearing instruments, with a view to
the
guarantee of
income.
(c) a Mutual Fund Window, which shall offer a choice of
four
retail mutual
funds.
5.6 Participant Direction of Investments
Each Participant may direct the investment of his or her
Accounts
among
the available investment funds. An investment direction shall
remain
effective with
<PAGE> 31
regard to all subsequent amounts credited to a Participant's
Account,
until changed in
accordance with the provisions of this section. An investment
direction
shall apply
proportionately to all of a Participant's Accounts.
(a) When Participation Commences
When participation commences, a Participant may
allocate future
contributions to his or her Account among the
investment funds
in
10% increments (1% increments as of January 1, 1994),
by giving
direction to the Recordkeeper. If an Employee fails
to make an
election, 100% of the contribution will be allocated
to the
Very
Conservative Strategy Fund Account.
(b) Changing Investment Allocations
A Participant may change his or her investment election with
respect
to
existing Account balances and/or future contributions as of any
Business
Day, in 10%
increments (1% increments as of January 1, 1994), (except that
Account
balances may
not be transferred from the Conservative Strategy Fund to the
Very
Conservative
Strategy Fund) by giving direction to the Recordkeeper. Any
portion of a
Participant's Accounts that is transferred from the
Conservative Strategy
Fund to
another investment fund may not be transferred from such fund
to the Very
Conservative Strategy Fund for a period of 180 days.
5.7 Consolidation of Investment Accounts as of March 20, 1992
Notwithstanding anything herein to the contrary, between
January 1, 1992
and
March 20, 1992, no additional Plan assets shall be invested in
the
Balanced Fund,
Guaranteed Investment Fund or Mutual Fund, and Participants
shall not be
permitted
to direct the transfer of Account balances out of such funds.
If a Participant had an investment direction in effect on
December 31,
1991 and
fails to make a new investment direction for Employer
Contributions made
on his
behalf after such date, the Participant's investment directions
shall be
modified as
follows with respect to Employer Contributions made on the
Participant's
behalf after
December 31, 1991:
(a) Amounts directed to the Balanced Fund shall be
invested in the
Moderately Cautious Strategy Fund.<PAGE>
<PAGE> 32
(b) Amounts directed to the Guaranteed Investment Fund
shall be
invested
in the Conservative Strategy Fund.
(c) Amounts directed to the Fidelity Magellan Fund
portion of the
Mutual Fund
shall be invested in the Aggressive Strategy Fund.
(d) Amounts directed to the Fidelity Intermediate Bond
Fund
portion of
the Mutual Fund shall be invested in the Conservative
Strategy
Fund.
(e) Amounts directed to the Fidelity Equity Income fund
portion of
the
Mutual Fund shall be invested in the Moderate Strategy
Fund.
(f) Amounts directed to the Fidelity Cash Reserves Fund
portion of
the
Mutual Fund shall be invested in the Very Conservative
Strategy
Fund.
Effective March 20, 1992, amounts invested in the Balanced
Fund,
Guaranteed
Investment Fund and Mutual Fund shall be transferred to the
other
investment funds in
the same manner as specified in subsections (a) through (f)
above.
5.8 Allocation of Trust Fund Earnings and Losses to
Participant
Accounts
As of each Business Day, any increase or decrease in the
fair market
value
(including interest, dividends, realized and unrealized gains
and losses)
of any fund
shall be allocated among the Participant Accounts on the basis
of the
interests in the
particular fund held in the Accounts as of such day.
Notwithstanding the foregoing, in the event a terminated
Participant
has
received a distribution of his or her vested benefit, the
nonvested
portion of his or her
Participant's Account shall not be credited with Trust Fund
earnings and
losses
pursuant to this section after the date of the distribution.
5.9 Account Statements
Each Participant shall be provided with a statement of his or
her
Accounts under the Plan showing the
Account values as of each calendar quarter. If within thirty
(30) days
after the statement is mailed the
Participant makes no objection to the statement, it shall
become binding
and conclusive on the Participant
and any Beneficiary.<PAGE>
<PAGE> 33
ARTICLE 6
BENEFITS AND FORMS OF PAYMENT
6.1 Eligibility for Benefits
A Participant shall be eligible to receive a distribution of
his or
her
Accounts, to the extent vested, upon retirement, becoming
Disabled or
termination of
employment with the Employer and any Affiliated Companies. A
Participant's
Beneficiary shall be eligible to receive a distribution of the
Participant's Accounts
upon the death of the Participant.
Notwithstanding the foregoing, in the event a Participant
again
becomes an
Employee before benefits commence, he or she shall no longer be
eligible
to receive a
distribution.
6.2 Time of Benefit Commencement
(a) Benefit Commencement
Benefits shall be paid as soon as practical following a
request
for
benefit commencement. Participants and Beneficiaries
may
request
benefit commencement as described below.
(1) Participant
A Participant who is eligible for benefits may
request
benefit commencement by written notice to Global
Human
Resources. Benefits may commence at any time
following
termination, however, effective April 1, 1990,
benefits
must
commence on or before the date the Participant
attains or
would have attained age 70-1/2. If such a
Participant
fails
to request benefit commencement, he or she shall
be deemed
to have requested that benefits commence on the
date the
Participant attains or would have attained age
70-1/2.
(2) Beneficiary
A Beneficiary who is eligible for benefits shall
receive
benefits within a reasonable time following the
Participant's
death, in the form of a Lump Sum.
<PAGE>
<PAGE> 34
(3) Age 70-1/2 Limitation
Effective January 1, 1989, in no event shall
benefits
commence later than April 1 following the
calendar year in
which the Participant attains age 70-1/2,
regardless of
whether the Participant continues in service
after that
date
unless the Participant attained age 70-1/2
prior to
January
1, 1988 and was not a 5% owner at any time after
age 66-
1/2, in which case payments shall commence no
later than
upon termination of employment.
(b) Amount of Payment
The amount distributed shall be based on the Account
balance
determined as soon as practical following a request
for benefit
commencement.
Distributions will be made in cash, except that if a
Lump Sum
distribution is elected, a Participant may elect to
receive the
portion
of his or her Accounts invested in the AT&T Stock
Fund in whole
shares of AT&T Common Stock, with any fractional
shares
distributed in cash.
(c) Small Benefits
Notwithstanding any election to commence benefits or
lack
thereof,
the Committee shall distribute a benefit which is
$3,500 or
less at
the time benefits commence, in a lump sum as soon as
practical
following termination of employment, death or
becoming
Disabled,
without Participant or Beneficiary consent.
6.3 Form of Payment
The following forms of payment are available to Participants
under
this
Plan:
(a) Lump Sum
A Lump Sum distribution shall be a single sum payment
which
represents the Participant's entire interest in the
Plan.
(b) Installments
Installment payments made quarterly in accordance with the
Participant's
election, for 5, 10, or 15 years or for the life
expectancy of the
Participant. A Participant may not elect an installment
period that
exceeds
his or her life expectancy. Each installment payment
shall be
determined
by dividing the total value of the Participant's Accounts
immediately before
the installment is paid by the number of such remaining
installments
(including that installment). The Participant's Accounts
which are
not yet
distributed shall continue to be credited with
investment earnings
and losses<PAGE>
<PAGE> 35
pursuant to section 5.8.
(c) Annuity
A Participant may elect to receive his or her Account
balance in
the
form of an annuity providing monthly payments for the
Participant's
life or the life of the Participant and the
Participant's
spouse. If the
Participant selects an annuity form of benefit, the
provisions
of Section
6.4 will apply.
(d) Direct Transfer
A Participant may elect that all or any part of his or
her
Account
balance be transferred directly to another qualified
retirement
plan that
accepts rollover contributions or to an individual
retirement
account
(IRA).
(e) Transfer to Retirement Plan
A Participant who also participates in the Retirement Plan
for
Salaried
Employees of NCR Corporation (the "Retirement Plan"), who
terminates
employment at a time when he or she is entitled to receive
benefits
from
the Retirement Plan, and who will receive a "guaranteed
benefit"
under
Part II, Section 15 of the Retirement Plan, may elect that
the
vested
amount in his or her Employer Matching Contribution
Account be
transferred directly to the Retirement Plan and paid in
the same
manner
as the Participant's benefits are paid from the
Retirement Plan.
6.4 Annuity Form of Distribution
If the Participant elects to receive his or her Account
balance in an
annuity
form of distribution, the provisions of this Section 6.4
shall
apply.
(a) Married Participants
Any Participant who is married on the Annuity Starting
Date shall
automatically be deemed to have elected a Joint and
Survivor
Annuity option, effective as of such date, with his
or her
spouse on
the Annuity Starting Date as the joint annuitant. A
Joint and
Survivor Annuity will pay monthly benefits from the
Annuity
Starting Date to the first of the month preceding
death, with a
monthly benefit equal to 50% of the amount payable to
the
Participant payable for the life of the Spouse if
living at the
time of
the Participant's death.
A married Participant may reject the Joint and Survivor
Annuity
Option by filing a written notice with Global Human
Resources
ninety days prior to his or her Annuity Starting
Date. Such
initial
notice, or subsequent change, must acknowledge the
effect of
the
election, specify the form of payment elected and
name the
designated Beneficiary or joint annuitant, and must
be signed
by the
<PAGE> 36
Participant's spouse. The spouse's signature must be notarized
or
witnessed by a Plan
representative. If the Joint and Survivor Annuity Option is
rejected,
benefits shall be
paid in the form of a Lump Sum, unless another form is elected.
A married Participant may file a rejection or joint
annuitant
election
notice or revoke any such notice at any time during
the
ninety-day
election period immediately preceding the Annuity
Starting
Date.
(b) Unmarried Participants
An unmarried Participant shall receive his or her
benefits in the
form of a Whole Life Annuity, which shall pay monthly
benefits
from the Annuity Starting Date to the first of the
month
preceding
death.
An unmarried Participant who has elected to receive
benefits in
an
annnuity form of payment may subsequently reject (or
re-elect)
the
Whole Life Annuity option by filing a written notice
with
Global
Human Resources at any time during the ninety-day
election
period
immediately preceding the Annuity Starting Date. If
the Whole
Life
Annuity option is rejected, benefits shall be paid in
the form
of a
Lump Sum, unless another form is elected.
(c) Explanation of Forms of Payment
The Administrator shall furnish each Participant with a
written
explanation of the terms and conditions of the forms
of payment
within a reasonable period (at least thirty but not
more than
ninety
days) prior to the Participant's Annuity Starting
Date.
(d) Loan Applications
If a Participant who has elected to receive benefits
in an
annuity form
of distribution applies for a loan, the loan
application will
be invalid
unless his or her spouse consents to the loan by
signing the
loan
application and the spouse's signature is notarized
or
witnessed by a
Plan representative.
(e) Death Benefits
If a Participant elects to receive benefits in an
annuity form of
distribution and dies before the Annuity Starting
Date, the
Participant's
spouse (if any) shall receive a death benefit
consisting of the
Participant's Account balance paid in the form of a
Whole Life
Annuity, unless the spouse files a written rejection
of the
Whole Life
Annuity with the Administrator which acknowledges the
effect of
the
rejection, and elects to receive instead a lump sum
payment or
installment payments.
6.5 Benefits for Terminated Participants
<PAGE> 37
Benefits under the Plan shall be determined and paid in
accordance with
the
provisions of the Plan in effect on the Participant's most
recent date of
termination of
employment.
6.6 Commencement of Payment
Unless a Participant elects otherwise, the payment of
benefits
shall
commence no later than 60 days after the end of the
Plan Year
in
which the latest of the following occurs:
(a) the date the Participant attains age 70-1/2,
(b) the tenth anniversary of the year in which the
Participant
commenced participation in the Plan, or
(c) the Participant terminates employment with the
Employer;
provided that payments shall not commence later than April 1
following
the calendar
year in which the Participant attains age 70-1/2, regardless of
whether
he or she
remains in service after that date.<PAGE>
<PAGE> 38
ARTICLE 7
WITHDRAW ALS AND LOANS
7.1 After-Tax and Rollover Withdrawals
A Participant may withdraw all or a portion of his or her
After-Tax
Contributions Account and Rollover Account, with earnings, not
more than
twice in
any calendar year, by submitting an application form to the
Recordkeeper.
If a
Participant withdraws After-Tax Contributions that were matched
by the
Employer,
the Participant may not make Employee Contributions to the Plan
for
twelve months
after the withdrawal. Withdrawals will be paid in cash.
7.2 Hardship Withdrawal
(a) Availability
Prior to termination of employment, a Participant may
apply for a
hardship withdrawal of his or her Employee
Contributions,
including earnings on Pre-Tax Contributions prior to
January 1,
1989.
All hardship withdrawals are subject to Administrator
approval, and will be paid in cash. A hardship
withdrawal
shall only be approved if it is for a specific type
of expense
and
if it is necessary to satisfy such expense.
(b) Hardship Expenses
Effective January 1, 1989, hardship withdrawals are
available
only
to pay for the following expenses (including any
penalties and
taxes
incurred as a result of the hardship distribution):
(1) expenses for medical care described in Code
Section 213(d)
incurred by the Participant, or his or her
spouse or
dependents (as defined in Code Section 152) or
amounts
necessary for such persons to obtain such
medical care;
(2) purchase (excluding mortgage payments) of a
principal
residence for the Participant;
(3) tuition and related educational fees for the next
twelve
months of post-secondary education for the
Participant,
his
or her spouse, children, or dependents;
<PAGE>
<PAGE> 39
(4) preventing eviction of the Participant from his or her
principal
residence or foreclosure on the mortgage of the Participant's
principal
residence;
(5) payment of unreimbursed expenses for maintaining
the
structural integrity of the Participant's
principal
residence;
or
(6) payment of funeral expenses for a dependent (as
defined in
Code Section 152) of the Participant.
(c) Determination of Necessity
Effective January 1, 1989, a distribution shall be
deemed to be
necessary to satisfy an expense described in 7.2(b)
above if
both of
the following requirements are satisfied:
(1) the distribution is not in excess of the amount of such
expense
(including any excise tax or income tax liability
arising from
the
distribution); and
(2) the Participant has obtained all distributions (other
than
hardship
distributions), and all nontaxable loans currently
available
under all plans
maintained by the Employer.
(d) Order of Withdrawal
A hardship distribution shall be deducted from the
Participant's
Accounts in the following order:
(1) Unmatched After-Tax Contributions, prorated between
contributions
and earnings.
(2) Matched After-Tax Contributions, prorated between
contributions
and
earnings.
(3) Pre-Tax Contributions, without earnings.
(4) Earnings on Pre-Tax Contributions prior to January 1,
1989.
Employer Matching Contributions are not available for
hardship
withdrawals.
(e) Other Requirements
A Participant's Employee Contributions to this or any other
qualified
retirement plan or non-qualified deferred compensation
plan
maintained by
the Employer (including the Employer's employee stock
purchase plan)
shall be suspended for twelve (12) months after a hardship
withdrawal. In
addition, the Participant shall not exercise an option
under one of
the
Employer's stock option plans, except for a cashless
exercise, for
the
twelve months. Following the 12-month suspension, the
Participant
may
<PAGE> 40
resume contributions by submitting a new Enrollment Form.
In addition, the Participant may not make a Pre-Tax
Contribution to
the
Plan or any other plan maintained by the Employer (other
than health
or
welfare benefit plans, including cafeteria plans under
Code Section
125) for
the Participant's taxable year immediately following the
taxable
year of the
hardship withdrawal, in excess of Pre-Tax Contributions
allowable in
Section 3.1(b) for the next taxable year less the amount
of such
Participant's Pre-Tax Contributions for the taxable year
of the
hardship
withdrawal.
Notwithstanding the foregoing, a Participant whose
contributions have
been
suspended for twelve months due to a hardship withdrawal
shall be
deemed
to be an Eligible Employee for purposes of the ADP test in
Section
4.1,
ACP test in Section 4.2, and multiple use test in Section
4.3.
7.3 Loans
(a) General
Effective August 1, 1993, a Participant who has not
terminated employ-
ment with the Employer may borrow from the Plan in
accordance
with this Section 7.3. Loans will not be made to a
Participant
who
is on a leave of absence or who has transferred to an
Affiliated
Company that is not an Employer.
To the extent of the loan amount outstanding throughout the
term of
the
loan, a Participant's Accounts shall not share in
investment
earnings
and losses that would otherwise have been credited or
charged
to
the Accounts, but it shall be credited with the loan
interest
payments. A loan may be transacted by contacting the
Recordkeeper by telephone. Based upon such a
transaction, the
Participant will receive a Promissory Note and
Security
Agreement
and information necessary to complete the processing
of the
loan.
(b) Amount
No loan shall be in an amount that is less than $1,000, or
greater
than the
lesser of $50,000 or 50% of the employee's vested
account
balance.
The $50,000 limit shall be reduced by the
Participant's highest
outstanding loan balance in the preceding 12 months.
The
amount
of the loan shall not exceed an amount that can be
repaid by a
payroll after-tax deduction which equates to 25% of
the
employee's
base rate of pay. Loan amounts shall be deducted
from a
Participant's Accounts in the following order:
(1) Pre-Tax Contribution Account and earnings thereon,
(2) Vested Employer Matching Contribution Account,
(3) matched After-Tax Contribution Account and earnings
thereon,
<PAGE> 41
(4) unmatched After-Tax Contribution Account and earnings
thereon,
and
(5) Rollover Account and earnings thereon.
(c) Term
An employee may elect a loan term of one, two, three or four
years or
the
maximum term of 56 months. However, the term shall
end and the
outstanding principal amount of the loan shall become
due and
payable three months following the employee's
retirement,
termination of employment due to disability or other
termination of
employment.
(d) Interest
The interest rate on any loan shall be set by the Committee
equivalent
to
the Prime Rate in effect on the 20th business day of
the month
prior
to the month of transaction. The Prime Rate is the
interest
rate
reported in the Wall Street Journal (Eastern Edition)
in its
general
guide to money rates as the base rate on corporate
loans at
large
United States money center commercial banks. The
interest
rate,
once established for a loan, shall remain the same
throughout
the
term of the loan. If the Committee at any time
determines that
the
Prime Rate is not a reasonable rate of interest, the
interest
rate shall
be another rate which the Committee determines is
reasonable
considering the prevailing interest rate charged on
similar
commercial loans by persons in the business of
lending money,
current economic conditions and the facts and
circumstances of
the
loan application.
(e) Security
The amount of the loan, up to 50% of the employee's vested
account
balance, shall be considered as securing the loan.
<PAGE>
<PAGE> 42
(f) Repayment
A Participant shall repay a loan with interest in equal
payments over
the
term of the loan by after-tax payroll deduction.
Loan payments
shall be credited to the Participant's Account on a
monthly
basis
and invested according to the Participant's current
investment
direction. Principal and interest payments shall be
allocated
prorata
among the Accounts described in Subsection 7.3(b)
which
comprise
the unpaid loan principal. The Participant may elect
to
pre-pay the
full outstanding loan balance at any time during the
repayment
term.
Loan repayments for a Participant who is on an approved
leave of
absence
shall be suspended, provided the suspension does not
exceed one
year and does not result in the repayment period
exceeding five
years. A Participant on an approved leave of absence
may
continue
repaying a loan by personal check each pay period.
(g) Default
A Participant who terminates employment and who misses loan
payments
for three consecutive months or whose past due loan
amount
equals
three months of payment, shall be considered in
default.
Further, if
the loan has not been settled at the end of five
years from the
loan's
inception, the loan shall be considered in default.
The
defaulted
loan balance will be reported as taxable income to
the
Participant
for the year in which the default occurs. If a loan
is in
default, the
plan shall foreclose upon the Participant's Account
balances to
the
extent of the unpaid balance of the loan as of the
earliest
date on
which the Participant is eligible for a distribution.
(h) Renegotiation
The terms of a loan may be renegotiated (except that the
term may not
be
extended beyond 56 months from the original loan
date) if the
Employee is reclassified to a different job or
receives
short-term
disability benefits and the monthly loan repayment
amount then
exceeds 25% of the Employee's monthly pay.
<PAGE>
<PAGE> 43
ARTICLE 8
VESTING
8.1 Vesting
(a) Fully Vested Accounts
Each Participant shall have a 100% vested,
nonforfeitable right
to
his or her Pre-tax Contribution Account, After-Tax
Contribution
Account, and Rollover Account.
(b) Employer Matching Accounts
Each Participant shall earn a vested, nonforfeitable
right to the
Employer Matching Contribution and Performance Match
Contribution made on his behalf for a particular Plan
Year
according to the Participant's Years of Service
accumulated
after
the Plan Year for which the contributions is made as
follows:
Years of Service Percent Vested
Less than 1 0%
1 33 1/3%
2 66 2/3%
3 100%
In addition, each Participant shall have a 100% vested,
nonforfeitable
right to his or her Employer Matching Contribution
Account upon
death, becoming Disabled, the attainment of his or
her Normal
Retirement Date, (provided he or she is an Employee
on such
date),
if his or her employment with the Employer is
terminated due to
a
Reduction in Force, or, effective January 1, 1989,
upon
completion
of five years of service.
Furthermore, any Participant who became entitled to a
100% vested
right to his or her account balances because of the
change in
control
of the Employer pursuant to the terms of the Plan as
in effect
in
September, 1991, shall continue to have such 100%
vested right.
8.2 Changes in Vesting Schedule
If the vesting schedule of this Plan is amended, the vested
interest
of any
person who is a Participant on the date such amendment is
adopted, or is
effective, if
later, shall not be less than the vested interest computed
under the Plan
without regard
to such amendment.
Effective January 1, 1989, if the vesting schedule of
this Plan
is
amended, any Participant who has completed at least three Years
of
Service may elect
to have his or her vested interest in Employer Matching
Contributions
determined
without regard to such amendment, by giving written notice to
the
Administrator
<PAGE> 44
within sixty days after the date the amendment is adopted, the
date the
amendment is
effective, or the date written notice of the amendment is
issued to the
Participant,
whichever is later.
8.3 Forfeitures
In the event a Participant terminates prior to becoming 100%
vested in
his
or her Employer Matching Account, the non-vested portion shall
be
forfeited upon the
earlier of (i) the last day of the Plan Year in which the
Participant
incurs the fifth
consecutive one year Break-in-Service, or (if) the date the
Participant
receives a
distribution from the Plan of his or her total vested benefit
following
termination.
The amount forfeited shall equal the non-vested balance as of
the
Valuation Date
coinciding with or next following termination of employment.
Forfeited
amounts
shall be applied to reduce the Employer Matching Contributions.
If such Participant returns to service after receiving a
distribution
but
before incurring five consecutive Breaks-in-Service, the amount
forfeited
(without
adjustment for earnings or losses after the Participant's
termination)
shall be restored
as of the last day of the Plan Year in which the Participant
returns to
service and
repays in full the prior distribution, if any, according to
Section
8.4(b).
If such Participant returns to service before receiving a
distribution
of his
or her vested Accounts and before incurring five consecutive
one-year
Breaks-in-
Service, the amount forfeited shall be restored as of the last
day of the
Plan Year in
which the Participant returns to service.
Assets to restore amounts forfeited shall be taken first
from current
forfeitures. In the event that current year forfeitures are
inadequate
to fully reinstate
the Account, the Employer shall make a contribution in addition
to the
contributions
required under Article 3 equal to the balance necessary to
fully
reinstate the Account.
If a terminated Participant is re-employed after sustaining
five
consecutive
one-year Breaks-in-Service, the amount forfeited shall not be
restored.
8.4 Reemployment
(a) Service for Vesting
If a nonvested Participant incurs five consecutive
Breaks-in-Service,
his or her Years of Service preceding the
Breaks-in-Service
shall be
disregarded, and any amounts contributed to the
Employer
Matching Contribution Account prior to the
Breaks-in-Service
shall
be forfeited. If a vested Participant incurs a
Break-in-Service
of any
length, all Years of Service before and after the
Breaks-in-Service
shall be aggregated for vesting purposes.
(b) Repayment
If a Participant forfeited all or a portion of his or her
Employer
Matching
Contribution Account upon termination and he or she returns to
service
prior to
incurring five consecutive Breaks-in-
<PAGE> 45
Service, the Participant may elect to repay the amount
previously
distributed from his
or her Employer Matching Accounts. Such Participant may elect
to repay
his or her
prior distribution before five years after the date of
reemployment. The
forfeited
amount (without adjustment for earnings and losses after the
Participant's termination)
shall be restored upon such repayment pursuant to Section 8.3.
Amounts
repaid shall
be 100% vested and shall be invested in the same manner as
future
contributions.<PAGE>
<PAGE> 46
ARTICLE 9
LIMITATION ON
CONTRIBUTIONS
9.1 Maximum Annual Contribution to the Plan
The provisions of this Article 9 are effective January 1,
1987. For
purposes of this Article 9, the Employer and any Affiliated
Companies
shall be
considered a single employer, to the extent required by the
Code.
(a) Primary Rule
Notwithstanding any other Plan provision to the
contrary, the
Annual Additions to a Participant's Accounts m this
Plan and
any
other defined contribution plan maintained by the
Employer
shall
not exceed the lesser of (i) 25% of the Participant's
Compensation,
or (ii) $30,000 (or 25% of the Code Section 415
defined benefit
dollar limitation if greater).
(b) Annual Additions Defined
For purposes of this Article 9, effective January 1,
1987 the
term
"Annual Additions" for any Participant in any Plan
Year means
the
sum of:
(1) the amount of Employer contributions and
Participant pre-
tax and after- tax contributions allocated to a
Participant's
Accounts; and
(2) with respect only to the $30,000 limitation,
amounts
attributable to retiree medical benefits on
behalf of a
key
Employee in a separate account in a welfare fund
subject
to
Code Section 419A.
(c) Cost-of-Living Adjustment
The $30,000 (or 25% of the Code Section 415 defined
benefit
dollar limitation if greater) limit prescribed above
shall be
automatically adjusted for cost- of-living increases,
to the
maximum
permissible dollar limitation determined by the
Commissioner of
Internal Revenue. The dollar amount applicable in
computing the
maximum contribution for any Participant shall be the
dollar
amount in effect for the calendar year in which the
contribution is
made.
<PAGE>
<PAGE> 47
(d) Remedy
If for any Plan Year the Annual Additions exceed the
foregoing
limitations
because of the allocation of forfeitures or a reasonable
error in
determining
compensation or the amount of a Participant's Pre-Tax
Contribution
permitted under Section 415 of the Code, the Employer
shall
distribute the
amount of the Pre-Tax Contribution in excess of the
limits. If the
Annual
Additions continue to exceed the limitations after such
distribution, the
Employer shall allocate the excess to a suspense account.
The
suspense
account shall be credited with investment earnings and
losses as of
each
Business Day in the same manner as Participant Accounts
pursuant to
Section 5.8. Such suspense account is for accounting
purposes only
and
shall remain in the Trust Fund to be reallocated as
provided below.
Contents of the suspense account shall be allocated to the
affected
Participant's Account in subsequent years when that can be
done
without
exceeding the limitations of this Section 9.1. So long as
any
amount
remains in the suspense account, the Employer shall not
contribute
to the
Plan any amount which would cause an additional allocation
to the
suspense account. In the event the Participant ceases to
be a
Participant
when any amount remains in a suspense account, such amount
shall be
reallocated to active Participants as of the end of the
Plan Year
following
the calendar year in which he or she ceases to be a
Participant. In
the
event the Plan terminates before any amount remaining in
the
suspense
account has been fully allocated to Participant Accounts,
the
balance of the
suspense account shall be distributed to the Employer.
9.2 Additional Limitation Relating to Defined Benefit
Plans
(a) Primary Rule
For Participants who participate in this Plan and a defined
benefit
plan
maintained by the Employer, the sum of (1) and (2) below
for any
calendar
year may not exceed 1.0.
(1) The defined benefit plan fraction for any year is equal
to the
quotient
of (i) divided by (ii) below expressed as a fraction:
(i) The projected annual benefit, (determined by
projecting
service,
but not Compensation, to normal retirement age)
of the
Participant under the Plan determined as of the
close of
the
year.
(ii) The lesser of: (a) 1.25 multiplied by the dollar
limitation
in
effect for defined benefit plans under Section
415 of the
Code for such year, or (b) 1.4 multiplied by
100% of the
Participant's average annual Compensation from
the
Employer for the consecutive calendar years (not
in excess
of three such years) during which he was an
active
Participant in the Plan and for which such
average is
highest.
<PAGE> 48
(2) The defined contribution plan fraction for any year is
equal to
the
quotient of (i) divided by (ii) below expressed as a
fraction:
(i) The sum of the Annual Additions to the
Participant's Accounts for the current
year, as of
the
close of the year, and for all prior years
from and
after the Employment Commencement Date.
(ii) The sum of the lesser of the following
amounts
for such year and for each prior year of
service with
the Employer (regardless of whether a plan
was in
existence during those years): (a) 1.25
multiplied by
the dollar limitation in effect for defined
contribution
plans under Section 415 of the Code for
such year,
or (b) 1.4 multiplied by 25% of a
Participant's
Compensation for such year.
(b) Remedy
If such sum exceeds 1.0, the benefit under the defined
benefit
plan
shall be reduced to the extent necessary to satisfy
the
limitations of
this section.
<PAGE>
<PAGE> 49
ARTICLE 10
TOP HEAVY PROVISIONS
10.1 Scope
Notwithstanding any Plan provision to the contrary, for any
Plan Year
in
which the Plan is Top Heavy within the meaning of Section
416(g) of the
Code, the
provisions of this Article 10 shall govern to the extent they
conflict
with or specify
additional requirements to the Plan provisions governing Plan
Years which
are not
Top Heavy.
10.2 Top Heavy Status
(a) Top Heavy
This Plan shall be "Top Heavy" if, as of the
Determination Date,
(1) the Present Value of Accrued Benefits of Key
Employees, or
(2)
the sum of the Aggregate Accounts of Key Employees
under this
Plan and any plan of an Aggregation Group, exceeds
sixty
percent
(60%) of the Present Value of Accrued Benefits or the
Aggregate
Accounts of all Participants under this Plan and any
plan of an
Aggregation Group, determined in accordance with Code
Section
416(g) and regulations thereunder.
The Present Value of Accrued Benefits and/or Aggregate
Account
balance of a Participant who was previously a Key
Employee but
is
no longer a Key Employee (or his or her Beneficiary),
shall not
be
taken into account for purposes of determining Top
Heavy
status.
Further, a Participant's Present Value of Accrued
Benefits
and/or
Aggregate Account balance shall not be taken into
account if he
or
she has not performed services for the Affiliated
Companies at
any
time during the five year period ending on the
Determination
Date.
(b) Super Top Heavy
This Plan shall be "Super Top Heavy" if, as of the
Determination
Date, (1) the Present Value of Accrued Benefits of
Key
Employees,
or (2) the sum of the Aggregate Accounts of Key
Employees under
this Plan and any plan of an Aggregation Group,
exceeds ninety
percent (90%) of the Present Value of Accrued
Benefits or the
Aggregate Accounts of all Participants under this
Plan and any
plan
of an Aggregation Group.
<PAGE>
<PAGE> 50
(c) Determination Date
Whether the Plan is Top Heavy for any Plan Year shall be
determined as
of the Determination Date. "Determination Date" means (a)
the last
day of
the preceding Plan Year, or (b) in the case of the first
Plan Year,
the last
day of such Plan Year.
(d) Valuation Date
"Valuation Date" means, for purposes of determining Top
Heaviness, the
Determination Date instead of the meaning set forth in
Section 1.40.
(e) Aggregate Account
"Aggregate Account" means, with respect to a Participant,
the sum of:
(1) his or her account balances as of the Valuation Date;
(2) contributions after the Valuation Date due as of the
Determination
Date;
(3) distributions prior to the Valuation Date, made during
the Plan
Year
that contains the Determination Date and the four
preceding
Plan
Years.
(f) Present Value of Accrued Benefits
The "Present Value of Accrued Benefits" with respect to a
defined
benefit
plan shall be based upon the Participant's accrued
benefits and the
actuarial
assumptions as determined under the provisions of the
applicable
defined
benefit plan.
(g) Key Employee
"Key Employee" means an Employee or former Employee (and his
or her
Beneficiaries) who, at any time during the Plan Year
containing the
Determination Date or any of the four preceding Plan
Years, is
included in
one of the following categories as within the meaning of
Section
416(i)(l)
of the Code:
(1) an officer of the Employer whose annual aggregate
Compensation
from
the Affiliated Companies exceeds 50% of the dollar
limitation
under
Code Section 415(b)(1)(A) ($59,400 for the Plan Year
ending in
1994), provided that no more than 50 Employees shall
be
considered officers, or if less, the greater of 10%
of the
Employees
or 3,
(2) one of the ten Employees owning the largest interest in
the
Employer
who owns more than a 0.5% interest of the Employer,
and whose
annual aggregate Compensation from the Affiliated
Companies
exceeds the dollar limitation under Section
415(c)(1)(A) of the
Code
<PAGE> 51
($30,000 for the Plan Year ending in 1994),
(3) an Employee who owns more than 5% of the Employer, or
(4) an Employee who owns more than 1% of the Employer with
annual
aggregate Compensation from the Affiliated Companies
that
exceeds
$150,000.
(h) Aggregation Group
"Aggregation Group" means the group of plans that must be
considered
as
a single plan for purposes of determining whether the
plans within
the
group are Top Heavy (Required Aggregation Group), or the
group of
plans
that may be aggregated for purposes of Top Heavy testing
(Permissive
Aggregation Group). The Determination Date for each plan
must fall
within the same calendar year in order to aggregate the
plans.
(1) The Required Aggregation Group includes each plan of
the
Affiliated
Companies in which a Key Employee is a participant in
the Plan
Year containing the Determination Date or any of the
four
preceding Plan Years, and each other plan of the
Affiliated
Companies which, during this period, enables any plan
in which
a
Key Employee participates to meet the minimum
participation
standards or non-discriminatory contribution
requirements of
Code
Sections 401(a)(4) and 410.
(2) A Permissive Aggregation Group may include any plan
sponsored by
an Affiliated Company, provided the group as a whole
continues
to
satisfy the minimum participation standards and
non-discriminatory
contribution requirements of Code Sections 401(a)(4)
and 410.
Each plan belonging to a Required Aggregation Group shall be
deemed
Top Heavy, or non-Top Heavy in accordance with the group's
status.
In a
Permissive Aggregation Group that is determined Top Heavy
only those
plans that are required to be aggregated shall be Top
Heavy. In a
Permissive Aggregation Group that is not Top Heavy, no
plan in the
group
shall be Top Heavy.
<PAGE>
<PAGE> 52
10.3 Minimum Contribution
(a) General Rule
For any Plan Year in which the Plan is Top Heavy, the
total
Employer contribution under Article 3 allocated to
any non-key
Participant's account shall not be less than 3% of
such
Participant's
Compensation. Participant contributions under
Section 3.1(a)
are
not considered when determining whether this 3%
requirement is
satisfied. However, in the event the Employer
contributions
allocated to each Key Employee's account do not
exceed 3% of
his
or her Compensation, such Employer contributions and
forfeitures
for non-Key Employees are only required to equal the
highest
percentage of Compensation, including Participant
Pre-Tax
Contributions under Section 3.1(a), allocated to any
Key
Employee's accounts for that Plan Year under any
defined
contribution plans sponsored by the Affiliated
Companies. The
minimum contribution must be made on behalf of all
non-Key
Participants who are employed on the last day of the
Plan Year
including non-Key Employees who (1) failed to
complete a Year
of
Service, or (2) declined to make any mandatory
contributions to
the
Plan or enter an Enrollment Form.
(b) Special Two Plan Rule
Where this Plan and a defined benefit plan belong to an
Aggregation Group that is determined Top Heavy, the
minimum
contribution required under paragraph (a) above shall
be
increased
to 5%.
10.4 Limitation to Annual Additions in Top Heavy Plan
For any Top Heavy Plan Year in which the Employer does not
make the
extra minimum allocation provided below, 1.0 shall replace the
1.25
factor found in
the denominators of the defined benefit and defined
contribution plan
fractions for
purposes of calculating the combined limitation on benefits
under a
defined benefit
and defined contribution plan pursuant to Section 415(e) of the
Code.
If this Plan is Top Heavy, but is not Super Top Heavy, the
above
referenced fractions set forth in Section 9.2 shall remain
unchanged
provided the
Employer makes an extra minimum allocation for non-Key
Participants. The
extra
allocation (in addition to the minimum contribution set forth
in Section
10.3) shall
equal at least 2-1/2% of a non-Key Participant's Compensation.
10.5 Vesting
For any Top Heavy Plan Year, a Participant's Accounts
shall
remain
subject to the vesting provisions in Section 8.1.<PAGE>
<PAGE> 53
ARTICLE 11
ADMINISTRATION OF THE PLAN
11.1 Responsibility for Plan Administration
Administration of the Plan shall be the responsibility of a
Retirement
Committee
consisting of the Employer's Senior Vice President or Vice
President,
Finance and
Administration; Vice President, Global Human Resources; and
Vice
President, Secretary
and General Counsel, or such other three persons as designated
by the
Board of
Directors. The Employer and each member of the Committee shall
be deemed
to be a
"named fiduciary" with respect to the Plan, within the meaning
of Section
402(a)(2) of
ERISA.
The Committee shall designate an Administrator of the Plan,
which may be
a
committee or an individual. The Administrator shall have the
duties and
responsibilities
specified in Section 11.3, and any other of the Committee's
duties and
responsibilities
delegated by the Committee to the Administrator in writing. If
more than
one individual
are appointed to serve as Co-Administrators, the Committee
shall specify
which duties
and responsibilities are delegated to each Co-Administrator.
The
Administrator shall
serve at the pleasure of the Committee and may resign by
delivering
written notice to the
Committee. If at any time there is a vacancy in the position
of
Administrator, the
Committee shall serve as Administrator until said position has
been
filled by the
Committee.
11.2 Authority of Board of Directors
The Board of Directors shall have the authority to amend or
terminate
the Plan, and
to authorize officers of the Employer or members of the
Committee to
implement the
amendment or termination of the Plan. The Board of Directors
may
delegate to the
Committee, in writing, the authority to amend the Plan with
respect to
specified topics.
The Board of Directors shall have the authority to appoint or
remove the
Trustee and
members of the Committee.
11.3 Duties and Authority of the Committee
The Committee shall perform all such duties as are necessary
to
supervise the
administration of the Plan and to control its operation in
accordance
with the terms
hereof, including, but not limited to, the following:
(a) Obtain the individual bonding required by law, as described
in
Section 11.6 below;
(b) Retain auditors, accountants, consultants, legal counsel,
and other
advisors as it may
deem necessary to carry out the provisions of the Plan;
(c) Interpret the provisions of the Plan and resolve any
question arising
under the Plan,
or in connection with the administration or operation of the
Plan;
<PAGE> 54
(d) Make all determinations affecting the eligibility of any
Employee
to become a
Participant in the Plan;
(e) Determine eligibility for and amount of benefits for any
Participant;
(f) Authorize and direct disbursements of benefits under the
Plan;
(g) Select the investment funds offered under the Plan,
establish
investment guidelines
for the investment funds, and appoint investment managers for
the Trust
Fund;
(h) Delegate and allocate specific responsibilities,
obligations and
duties under the
Plan to one or more employees, officers or such other persons
as the
Committee deems
appropriate.
11.4 Duties and Authority of the Administrator
The Administrator shall be the agent for service of legal
process for
the Plan.
The Administrator shall perform the following duties of Plan
administration:
(a) Any duties and responsibilities delegated to the
Administrator by
the Committee in
writing;
(b) Prepare and file, or cause to be prepared and filed, such
reports,
descriptions,
summaries, and financial and other statements with respect to
the Plan as
may be
necessary, desirable or required by law, within the time
prescribed
therefore;
(c) Not later than seven months after the end of each Plan
Year,
deliver or cause to be
delivered to each Participant (or the Beneficiary of a
Participant who
died) who was such
on the last day of the Plan Year a statement setting forth the
Participant's Account
balances as of such date;
(d) Delegate to any other person, firm or corporation any of
the
Administrator's
responsibilities;
(e) Furnish or cause to be furnished such reports,
descriptions,
summaries and statements
to Participants and Beneficiaries as may be necessary,
desirable or
otherwise required by
law, within the time specified therefor;
<PAGE>
<PAGE> 55
(f) Appoint Local Plan Administrators in divisions and
subsidiaries of
the Employer to
be responsible for routine administration of the Plan, who
shall be
supervised by the
Administrator;
(g) Appoint a Recordkeeper to maintain records of Participant
Accounts,
and perform
administrative functions related to such recordkeeping, and
(h) If the Administrator is a committee, establish procedures
for its
operation.
11.5 Appointment and Removal of Committee Members
The Committee shall consist of at least three, and always an
uneven
number of,
individuals who are Employees. At any time the Committee
consists of
less than three
members, the Board shall appoint additional members. At any
other time,
the Board
may appoint additional members, provided that the Committee
continues to
consists of
an uneven number of individuals after any such appointments.
Appointment
shall be
made by a resolution of the Board specifying the effective date
of the
appointment, and
providing written notice to the appointed Committee member.
The
appointment shall
become effective on the date specified by the Board, unless the
designee
declines to serve
as a Committee member.
Any Committee member may resign at any time by giving written
notice of
such
resignation to the Board of Directors. Any such resignation
shall be
effective upon the
last business day of the calendar month next following the
calendar month
in which such
notice shall be received by the Board of Directors or on such
earlier
date as the Board
of Directors may determine.
The Board may at any time remove any or all of the Committee
members by
giving
written notice of such removal to the Committee member so
removed. Any
such
removal shall become effective immediately upon the delivery of
such
notice to the
Committee member so removed, or on such later date as may be
specified in
the notice.
11.6 Committee Procedures
No Committee member may participate, directly or indirectly,
in any
decision of the
Committee made uniquely with respect to such Committee member
or his or
her
participation or benefits hereunder.
The Committee shall act by a majority of its members at a
meeting, or by
execution
of a written resolution without a meeting. Actions of the
Committee
shall be binding and
conclusive on all persons, including the Employer, Employees of
the
Employer, the
Participants and Beneficiaries.
The Committee may from time to time appoint a Secretary, who
may or may
not be
a member of the Committee and who shall serve at the pleasure
of the
Committee and
may resign by delivering written notice to the Committee.
The Committee may designate each or any of the Committee
members or any
other
persons, severally or jointly, to execute, on behalf of the
Committee,
all documents and
other instruments necessary or desirable to effectuate the
purposes of
the Plan, and may
<PAGE> 56
change any such designation. Any third party may rely upon the
continued
effectiveness
of any such designation until such third party shall have
notice of the
change or
revocation thereof.
Effective February 19, 1991, notwithstanding anything herein
to the
contrary, a
Committee member may refrain from voting on, or taking action
with
respect to, any
Committee matter. Any such refraining member shall provide
written
notice that such
member will so refrain from voting or acting to the other
members of the
Committee,
and in such event the remaining member or members of the
Committee are
authorized
to act with respect to the matter. In the event that all of
the members
of the Committee
refrain from a vote or action on any matter, the Board of
Directors in
its discretion may
take action on the matter by action of the entire Board or
action of the
Compensation
Committee of the Board of Directors or may appoint substitute
Committee
members for
the purpose of taking action on said matter. Any action taken
with
respect to such matter
by the remaining Committee member(s), the Board of Directors,
the
Compensation
Committee or Board-appointed substitute Committee members shall
be a
binding action
of the Committee.
11.7 Plan Expenses
Employees who are serving as Committee members or the
Administrator
shall not
receive additional compensation with respect to their service
as such.
All reasonable expenses which are necessary to operate and
administer
the Plan may
be deducted from the Trust Fund, or, at the election of the
Employer,
paid directly by
the Employer; provided, that brokerage commissions and
transaction costs
with respect
to the investment funds shall be included in the cost of a
Participant's
investment in the
fund at the time of the investment and in determining net
proceeds on
sales of
investments, and provided, further, that any investment
management fees
are paid from
the respective investment fund.
11.8 Bonding and Insurance
To the extent required by law, every Committee Member, the
Administrator
(or
members of the committee if the Administrator is a committee),
every
fiduciary of the
Plan and every person handling Plan funds shall be bonded. The
Committee
may apply
for and obtain fiduciary liability insurance insuring the Plan
against
damages by reason
of breach of fiduciary responsibility at the Plan's expense and
insuring
each fiduciary
against liability to the extent permissible by law at the
Employer's
expense.
<PAGE>
<PAGE> 57
11.9 Maintenance of Written Records
The Employer and subsidiaries of the Employer that are
participating in
the Plan shall
each keep or cause to be kept, such records as shall be proper,
necessary
or desirable to
effectuate the purposes of the Plan, including, but not limited
to,
records and information
with respect to the compensation of Employees, dates of
employment, and
Account
balances of Participants; and shall give or cause to be given
timely
notice to the others
of such information. Neither the Employer, participating
subsidiaries or
the
Administrator shall be required to duplicate any records kept
by any of
the others. To
the extent that the Employer or the Administrator prescribes a
form for
use by
Participants and Beneficiaries in submitting a particular
communication
to the Employer
or the Administrator, and specifies a time period during which
such a
communication
may be submitted, they and the participating subsidiaries shall
be
protected in
disregarding any such communication not made on the prescribed
form or
not received
during the specified time period. The Employer and the
Administrator
shall also be
protected in acting upon any notice or other communication
purporting to
be signed by
any person and reasonably believed to be genuine and accurate,
and shall
not be deemed
imprudent by reasons of so doing.
11.10 Scope of Authority
The Committee and Administrator shall administer the Plan in a
non-discriminatory
manner for the exclusive benefit of Participants and their
Beneficiaries.
The Committee and the Administrator shall have all powers
necessary or
appropriate
to carry out their duties, including the discretionary
authority to
interpret the provisions
of the Plan and the facts and circumstances of claims for
benefits,
including, without
limitation, questions of the eligibility of any person to
participate in
the Plan and the
amounts payable to any person under the Plan. Any
interpretation or
construction of or
action by the Committee or the Administrator with respect to
the
administration of the
Plan shall be conclusive and binding upon any and all parties
affected
thereby, subject
to the exclusive appeal procedure set forth on Section 11.11.
The
actions of the
Committee and Administrator in administering the Plan shall be
overturned
only if such
actions are arbitrary and capricious and an abuse of their
discretion
under the Plan.
In addition, the Committee and the Administrator shall have
full
authority to
interpret, apply and enforce the provisions of the Plan,
including
without limitation the
authority to correct any defects or omissions or to reconcile
any
inconsistencies herein,
in such manner and to such an extent as deemed necessary or
desirable to
effectuate the
Plan. The Committee and the Administrator each shall have the
authority
to make such
rules and regulations for the administration of the Plan and
the
interpretation and
application of the provisions hereof, as each deems necessary
or
desirable. Any
determination by the Committee or the Administrator within the
scope of
its or his
authority and any action taken thereon in good faith shall be
conclusive
and binding on
all persons.
11.11 Appeal Procedure
(a) A claim for benefit payment shall be considered
filed when an
application
for benefits is submitted to Global Human Resources.
<PAGE> 58
(b) Notice of Denial
Any time a claim for benefits is wholly or partially denied,
the
Participant
or Beneficiary (hereinafter "Claimant") shall be given
written
notice of
such action within 90 days after the claim is filed,
unless special
circumstances require an extension of time for processing.
If there
is an
extension, the Claimant shall be notified of the extension
and the
reason for
the extension within the initial 90 day period. The
extension shall
not
exceed 180 days after the claim is filed. Such notice will
indicate
the
reason for denial, the pertinent provisions of the Plan on
which the
denial
is based, an explanation of the claims appeal procedure
set forth
herein,
and a description of any additional material or
information
necessary to
perfect the claim and an explanation of why such material
or
information is
necessary.
(c) Right to Request Review
Any person who has had a claim for benefits denied by the
Administrator
or his or her delegate, or is otherwise adversely affected
by action
of the
Administrator, shall have the right to request review by
the
Administrator.
Such request must be in writing, and must be made within
60 days
after
such person is advised of the benefit denial. If written
request for
review is
not made within such 60-day period, the Claimant shall
forfeit his
or her
right to review. The Claimant or a duly authorized
representative of
the
Claimant may review all pertinent documents and submit
issues and
comments in writing.
(d) Review of Claim
The Administrator shall then review the claim. He or she may
hold a
hearing if he or she deems it necessary and shall issue a
written
decision
reaffirming, modifying or setting aside the former action
within 60
days
after receipt of the written request for review, or 120
days if
special
circumstances, such as a hearing, require an extension.
The Claimant
shall
be notified in writing of any such extension within 60
days
following the
request for review. A copy of the decision shall be
furnished to the
Claimant. The decision shall set forth the reasons and
pertinent
plan
provisions on which it is based. The decision shall be
final and
binding
upon the Claimant and the Administrator and all other
persons
involved.<PAGE>
<PAGE> 59
ARTICLE 12
TRUST FUND
12.1 Contributions to the Trust Fund
As a part of this Plan the Employer shall maintain a Trust
Fund. From
time to time, the Employer shall make contributions to the
Trust Fund in
accordance
with Article 3.
12.2 Trust Fund for Exclusive Benefit of Participants
The Trust Fund is for the exclusive benefit of Participants.
Except as
provided in Sections 4.5 (Return of Contributions), 16.4
(Domestic
Relations Orders)
and 16.6 (Deductible Contributions), no portion of the Trust
Fund shall
be diverted to
purposes other than this or revert to or become the property of
the
Employer at any
time prior to the satisfaction of all liabilities with respect
to the
Participants.
12.3 Trustee
As a part of this Plan, the Employer has entered into an
agreement
with a
Trustee who is designated by the Board of Directors. The
Employer has the
power
and duty to appoint the Trustee and it shall have the power to
remove the
Trustee and
appoint successors at any time. As a condition to exercising
its power to
remove any
Trustee hereunder, the Employer must first enter into an
agreement with a
successor
Trustee. The Committee may delegate the authority to direct the
investment of all or a
portion of the Trust Fund to the Trustee.
12.4 Investment Manager
The Committee has the power to appoint, remove or change
from time to
time an Investment Manager to direct the investment of all or a
portion
of the Trust
Fund held by the Trustee. For purposes of this section
"Investment
Manager" shall
mean any fiduciary (other than the Trustee) who:
(a) has the power to manage, acquire, or dispose of any
asset of the
Plan;
(b) is either
(1) registered as an investment adviser under the
Investment
Advisers Act of 1940, or
(2) is a bank, or
<PAGE>
<PAGE> 60
(3) is an insurance company qualified under the laws of
more than one
state to perform the services described in subparagraph (a);
and
c) has acknowledged in writing that he, she or it is
a
fiduciary with
respect to the Plan.
12.5 Voting of Proxies
Each Investment Manager shall vote the proxies for the
securities
under
the Investment Manager's direction. The Trustee shall
vote the
proxies for
the AT&T Common Stock held in the AT&T Stock Fund, and any
securities in the Trust Fund not subject to the direction
of an
Investment
Manager. The Trustee shall solicit voting instructions
for all
Participants
with Account balances invested in the AT&T Stock Fund, and
shall
follow
any such instructions received from Participants. Proxies
for AT&T
Common Stock for which no Participant instructions are
received or
which
is not allocated to Participant Accounts shall be voted by
the
Trustee
according to directions from the Committee.
12.6 Tenders for Common Stock
(a) Offer to Tender
Notwithstanding any other provision of this Plan to the
contrary,
if
any, but subject to the provisions of Subsections
(b), (c),
(d), (e)
and (f) of this Section 12.6, in the event an offer
shall be
received
by the Trustee (including but not limited to a tender
offer or
exchange offer within the meaning of the Securities
exchange
Act
of 1934, as from time to time amended and in effect)
to acquire
any
shares of AT&T Common Stock held by the Trustee in
the Trust,
whether or not allocated to the Account of any
Participant
(hereinafter referred to as an "Offer"), the Trustee
shall have
no
discretion or authority to sell, exchange or transfer
any of
such
shares pursuant to such offer except to the extent,
and only to
the
extent, that the Trustee is timely directed to do so
in writing
(a)
with respect to any AT&T Common Stock, including any
fractional
shares thereof, held by the Trustee subject to such
Offer and
allocated to the Accounts of any Participant, by each
Participant to
whose Accounts any of such shares are allocated, as a
named
fiduciary, within the meaning of Section 403(a)(l) of
ERISA
("Named Fiduciary") and (b) with respect to any AT&T
Common
Stock, including any fractional shares thereof, held
by the
Trustee
subject to such Offer and not allocated to the
Account of any
Participant, by each Participant who has AT&T Common
Stock
allocated to his Accounts, as Named Fiduciary, with
respect to
an
amount of such unallocated AT&T Common Stock equal to
the total
amount of unallocated AT&T Common Stock, multiplied
by a
fraction the numerator of which is the amount of AT&T
Common
Stock allocated to the Participant's Accounts under
the Plan
and the
denominator of which is the total amount of AT&T
Common Stock
allocated to the Accounts of all Participants under
the Plan.
Such
<PAGE> 61
directions shall be given on a confidential basis and the
Trustee shall
not divulge such
directions.
Upon timely receipt of such instructions, the Trustee
shall,
subject
to the provisions of Subsections (c), (d) and (f) of
this
Section 12.6,
sell, exchange or transfer pursuant to such Offer,
only such
shares
(including fractional shares) as to which such
instructions
were
given. The Trustee shall use its best efforts to
communicate
or
cause to be communicated to each Participant the
consequences
of
any failure to provide timely instructions to the
Trustee.
In the event, under the terms of an Offer or otherwise,
any
shares
of AT&T Common Stock tendered for sale, exchange or
transfer
pursuant to such Offer may be withdrawn from such
Offer, the
Trustee shall follow such instructions respecting the
withdrawal of
such securities from such Offer in the same manner
and the same
proportion as shall be timely received by the Trustee
from the
Participants as Named Fiduciaries entitled under this
paragraph
to
give instructions as to the sale, exchange or
transfer of
securities
pursuant to such offer.
(b) Tenders for Fewer than All Shares Held But More than
10%
In the event that an Offer for fewer than all of the
shares of
AT&T
Common Stock, including fractional shares, held by
the Trustee
in
the Trust but not less than 10% of the AT&T Common
Stock
subject to such Offer held by the Trustee, shall be
received by
the
Trustee, each Participant who has been allocated any
of such
AT&T
Common Stock subject to such Offer shall be entitled
to direct
the
Trustee as to the acceptance or rejection of such
Offer (as
provided
by Subsection (a)) with respect to the largest
portion of such
AT&T
Common Stock as may be possible given the total
number or
amount of shares of AT&T Common Stock, including
fractional
shares, the Plan may sell, exchange or transfer
pursuant to the
Offer based upon the instructions received by the
Trustee from
all
other Participants who shall timely instruct the
Trustee
pursuant to
this paragraph to sell, exchange or transfer such
shares
pursuant to
such Offer, each on a pro rata basis in accordance
with the
number
or amount of such shares allocated to their Accounts.
(c) Offer for Less than 10%
Notwithstanding the provisions of Subsections (a) and
(b) to the
contrary, in the event that an offer for less than
10% of all
AT&T
Common Stock held by the Trustee shall be received by
the
Trustee, the Trustee shall determine, in its sole
discretion,
whether
to sell, exchange or transfer any AT&T Common Stock
pursuant to
such Offer, taking into consideration items set forth
in
Subsection
(f); provided, however, if there are multiple Offers
within any
l2-
month period (each offer being for less than 10% of
the AT&T
Common Stock held by the Trustee), the Trustee shall
be
required
<PAGE> 62
to solicit directions from Participants, as Named Fiduciaries,
pursuant
to the
provisions of this Section 12.6 with respect to each
outstanding offer
that, after taking
into account all of the AT&T Common Stock sold, exchanged or
transferred
in
accordance with any other offer within the preceding 12 months
and all
other
outstanding offers for AT&T Common Stock, would result in the
sale,
exchange or
transfer within such 12-month period, in the aggregate with all
other
outstanding
offers, of more than 10% of the AT&T Common Stock held by the
Trustee if
all
outstanding offer were accepted by the Trustee.
(d) Multiple Offers
In the event an Offer shall be received by the Trustee
and
instructions shall be solicited from Participants in
the Plan
pursuant
to Subsection (a) regarding such Offer, and prior to
termination of
such Offer, another Offer is received by the Trustee
for the
securities subject to the first Offer, the Trustee
shall use
its best
efforts under the circumstances to solicit
instructions from
the
Participants to the Trustee (i) with respect to
securities
tendered for
sale, exchange or transfer pursuant to the first
Offer, whether
to
withdraw such tender, if possible, and, if withdrawn,
whether
to
tender any securities so withdrawn for sale, exchange
or
transfer
pursuant to the second Offer and (ii) with respect to
securities not
tendered for sale, exchange or transfer pursuant to
the first
Offer,
whether to tender or not to tender such securities
for sale,
exchange
or transfer pursuant to the second Offer. The
Trustee shall
follow
all such instructions received in a timely manner
from
Participants
in the same manner and in the same proportion as
provided in
Subsection (a). With respect to any further Offer
for any AT&T
Common Stock received by the Trustee and subject to
any earlier
Offer (including successive Offers from one or more
existing
Offerors), the Trustee shall act in the same manner
as
described
above.
(e) Investment Decision
In the event an Offer for any AT&T Common Stock held by
the
Trustee in the Trust shall be received by the Trustee
and the
Participants shall be entitled to determine to
accept, reject
or
withdraw an acceptance of such Offer pursuant to
Subsections
(a)
through (d), (i) the Company and the Trustee shall
not
interfere in
any manner with the decision of any Participant
regarding the
action of the Participant with respect to such Offer
(hereinafter
referred to as an "Investment Decision"), and the
Trustee shall
arrange for such Investment Decision to be made on a
confidential
basis; (ii) the Trustee shall use its best efforts to
communicate or
cause to be communicated to all Participants the
provisions of
the
Plan and Trust Agreement relating to the right of
Participants
to
direct the Trustee with respect to AT&T Common Stock
subject to
such Offer, including unallocated Common Stock, and
of the
obligation of the Trustee to follow such directions;
(iii) the
Trustee
shall use its best efforts to distribute or cause to
be
distributed to
<PAGE> 63
Participants all communications directed generally to the
owners of the
securities to
whom such Offer is made or is available; and (iv) the Trustee
shall use
its best efforts
to distribute or cause to be distributed to Participants all
communications that the
Trustee may receive, if any, from the persons making the Offer
or any
other
interested party (including the Company) relating to the Offer.
The
Company and the
Committee shall provide the Trust with such information and
assistance as
the Trustee
may reasonablyrequest in connection with any communications or
distributions to
Participants.
(f) Invalid or Conflicting Provisions Relating to Tenders
In the event a court of competent jurisdiction shall
issue to the
Plan
or the Trustee an opinion or order, which shall, in
the opinion
of
counsel to the Trustee, invalidate under ERISA, in
all
circumstances or in any particular circumstances, any
provision
or
provisions of this paragraph regarding the
determination to be
made
as to whether or not AT&T Common Stock held by the
Trustee
shall be tendered pursuant to an Offer or cause any
such
provision
or provisions to conflict with ERISA, then, upon
notice thereof
to
the Company such invalid or conflicting provisions of
this
paragraph shall be given no further force or effect.
In such
circumstances the Trustee shall have no discretion to
tender or
not
to tender AT&T Common Stock held in the Trust unless
required
under such order or opinion, but shall follow
instructions
received
from Participants, to the extent such instructions
have not
been
invalidated by such order or opinion. To the extent
required
to
exercise any residual fiduciary responsibility with
respect to
such
sale, exchange or transfer, the Trustee, shall take
into
consideration
any relevant economic factors affecting the interests
of
current and
future Participants.
(g) Proceeds
Notwithstanding anything elsewhere in this Plan or the
Trust
Agreement to the contrary, any proceeds received by
the Trustee
as
a result of the sale, exchange or transfer of AT&T
Common Stock
pursuant to an Offer shall be invested in short-term,
fixed-income
investments selected by the Trustee and having a
maturity of
not
more than two years from the time such investment is
made until
the Trustee is otherwise directed by the Committee or
until the
Participants to whose Accounts such investments are
allocated
shall
be entitled to make investments elections with
respect to such
Accounts in accordance with the Plan.
12.7 Voting Shares of AT&T Common Stock; Options and Other
Rights
(a) Voting
Notwithstanding any other provision of this Plan to the
contrary,
if
any, the Trustee shall have no discretion or
authority to vote
AT&T
Common Stock held in the Trust on any matter
presented for a
vote
<PAGE> 64
by the stockholders of the Company except in accordance with
timely
directions
received by the Trustee from Participants who have AT&T Common
Stock
allocated
to their Accounts under the Plan. Such directions shall be
given by
Participants as
Named Fiduciaries under the Plan with respect to such AT&T
Common Stock
and,
upon timely receipt of such instructions, the Trustee shall
vote the AT&T
Common
Stock held in the Trust pursuant to the directions of
Participants giving
instructions to
the Trustee as set forth below.
Each Participant to whose Accounts any AT&T Common
Stock has
been allocated shall, as Named Fiduciary, direct the
Trustee
with
respect to the vote of AT&T Common Stock, including
fractional
shares thereof, allocated to his Accounts and the
Trustee shall
follow the directions of those Participants who
provide timely
instructions to the Trustee. Each Participant to
whose
Accounts
any AT&T Common Stock has been allocated shall, as
Named
Fiduciary, direct the Trustee with respect to the
vote of a
portion of
the shares of AT&T Common Stock held by the Trustee
that are
not allocated to the Account of any Participant or
for which no
instructions were timely received by the Trustee,
whether or
not
allocated to the Account of any Participant. Such
direction
shall be
with respect to such number of votes equal to the
total number
of
votes attributable to AT&T Common Stock not allocated
to the
Account of any Participant or with respect to which
no
responses
were received, multiplied by a fraction, the
numerator of which
is
the number of votes attributable to AT&T Common
Stock,
including fractional shares thereof, allocated to the
Participants'
Accounts and the denominator of which is the total
number of
votes
attributable to AT&T Common Stock, including
fractional shares
thereof, allocated to the Accounts of all such
Participants who
have
provided directions to the Trustee under this
subsection. All
such
directions shall be given on a confidential basis to
the
Trustee.
The Trustee shall use its best efforts to communicate
or cause to
be
communicated to all Participants the provisions of
this Plan
and the
Trust Agreement relating to the right of Participants
to direct
the
Trustee with respect to the voting of AT&T Common
Stock
allocated to their Accounts under the Plan and of
AT&T Common
Stock not allocated to the Account of any
Participant. The
Trustee
shall use its best efforts to distribute or cause to
be
distributed to
Participants all communications directed generally to
the
owners of
AT&T Common Stock entitled to vote and the Trustee
shall use
its
best efforts to distribute or cause to be distributed
to
Participants all
communications that the Trustee may receive, if any,
from any
person soliciting proxies or any other interested
party
(including the
Company) relating to the matters being presented for
a vote by
the
stockholders of the Company. The company and the
committee
shall provide the Trustee with such information and
assistance
as
the Trustee may reasonably request in connection with
any
communications or distributions to Participants.
<PAGE> 65
(b) Invalid or Conflicting Provisions Relating to Voting
In the event a court of competent jurisdiction shall
issue an
opinion
or order to the Plan, the Company or the Trustee,
which shall,
in
the opinion of counsel to the Company or the Trustee,
invalidate
under ERISA, in all circumstances or in any
particular
circumstances, any provision or provisions of this
paragraph
regarding the manner in which AT&T Common Stock held
in the
Trust shall be voted or cause any such provision or
provisions
to
conflict with ERISA, then, upon notice thereof to the
Company
or
the Trustee, as the case may be, such invalid or
conflicting
provisions of this paragraph shall be given no
further force or
effect. In such circumstances the Trustee shall
nevertheless
have no
discretion to vote AT&T Common Stock held in the
Trust unless
required under such order or opinion but shall follow
instructions
received from Participants, to the extent such
instructions
have not
been invalidated. To the extent required to exercise
any
residual
fiduciary responsibility with respect to voting, the
Trustee
shall take
into account in exercising its fiduciary judgment,
unless it is
clearly
imprudent to do so, directions timely received from
Participants, as
such directions are most indicative of what is in the
best
interests of
Participants. Further, the Trustee, shall take into
consideration any
relevant economic factors affecting the interests of
current
and
future Participants.
(c) Directions Relating to Exercise of Options and other
Rights
In the event that any option, right, warrant or similar
property
derived from or attributable to the ownership of AT&T
Common
Stock shall be granted, distributed or otherwise
issued, which
is and
shall become exercisable, each Participant shall be
entitled
with
respect to AT&T Common Stock, including fractional
shares
thereof, allocable to the Participant's Accounts,
subject to
the
provisions set forth below, to direct the Trustee to
sell,
exercise,
distribute, (with the consent of the Committee), or
retain any
such
option, right, warrant or similar property. For such
purpose
there
shall be furnished to each Participant, on a timely
and
confidential
basis a form to be returned to the Trustee on which
he may set
forth his direction whether to sell, exercise,
distribute or
retain part
or all of such option, right, warrant or similar
property.
Upon
timely receipt of such form or other appropriate
written
direction,
the Trustee shall follow such direction to sell,
exercise,
distribute,
or retain part or all of any such options, rights,
warrants or
similar
property and, if such direction is to retain the
same, the
Trustee
shall follow any later appropriate written directions
to sell,
exercise
or distribute such options, rights, warrants or
similar
property upon
receipt thereof. If a Participant shall direct the
Trustee to
exercise
part or all of such options, rights, warrants or
similar
property, the
Trustee shall accumulate the count equal to the
consideration
necessary to exercise, from along the following
sources: (i)
the
transfer and use of the uninvested cash, if any,
allocated to
the
<PAGE> 66
Participant in his Accounts; (ii) if and to the extent
necessary, the
sale of part of his
options, rights, warrants, or similar property, and use of the
proceeds
thereof to
exercise the remaining options, rights, warrants, or similar
property
which he has
directed to be exercised; (iii) if and to the extent necessary,
by
requesting the
Participant to remit to the Trustee an amount equal to the
consideration
necessary to
exercise; or (iv) if and to the extent necessary, and to the
extent the
Trustee is willing
and able, by borrowing an amount equal to the consideration
necessary to
exercise,
provided that any such contribution or borrowing is permitted
by
applicable law and
further provided that such contribution or borrowing will not
adversely
affect the
continued qualified status of the Plan or continued exempt
status of the
Trust under
the Code. In the event of any such borrowing, the Trustee
shall make
provisions for
repayment thereof. The securities acquired by the Trustee upon
such
exercise shall be
held in a special account or accounts established in the Trust
at that
time. If a
Participant shall direct the Trustee to distribute to him any
such
options, rights,
warrants or similar property, the Trustee, with the consent of
the
Committee, shall
distribute such options, rights, warrants or similar property
provided,
as certified by
the Committee (i) the Participant is age 65 or more or has five
or more
Years of
Service and (ii) such distribution will not adversely affect
the
continued qualified
status of the Plan or continued exempt status of the Trust
under the
Code. If a
Participant fails or refuses to file with the Committee, an
election not
to withhold any
Federal taxes upon such distribution, the Trustee shall be
deemed to be
authorized, to
the extent necessary, as instructed by the Committee, to sell
part of
such options,
rights, warrants, or similar property and use the proceeds
therefrom to
pay all
applicable Federal withholding taxes due in connection with
such
distribution. Upon
any such distribution, the Trustee shall report the same to the
Committee
to permit
compliance with the applicable reporting provisions of the
Code. For all
Plan
purposes, all options, rights, warrants or similar property
described in
this Subsection
(c) shall be treated as income added to the appropriate
Accounts of
Participants. If,
within a reasonable period of time after the form soliciting
direction
from a
Participant has been sent, no written direction shall have been
received
by the Trustee
from him, the Trustee shall, in its
<PAGE> 67
sole discretion sell, exercise, or
retain and keep
unproductive of income such option, right, warrant, or similar
property
for which no
response has been received from such Participant and also for
options,
rights,
warrants, or similar property derived from, or attributable to,
the
ownership of
AT&T Common Stock not yet allocated to any Participant's
Accounts.
In the event of a discretional decision by the Trustee
to
exercise,
the Trustee shall be deemed to be authorized to
accumulate the
amount equal to the consideration necessary to
exercise from
any of
the sources specified herein and to hold such
acquired
securities in
the Trust as specified herein. In connection with
any
discretionary
decisions by the Trustee to sell, exercise or retain
and keep
unproductive of income any such option, right,
warrant, or
similar
property, the Trustee shall consider relevant
economic factors,
all
as evidenced by the proportion of the directions
received from
Participants to either sell, exercise, or retain such
options,
rights,
warrants or similar property, and shall also consider
such
other
factors as the Trustee may deem relevant.
.<PAGE>
<PAGE> 68
ARTICLE 13
AMENDMENT AND TERMINATION
13.1 Amendment - General
It is the Employer's intention that the plan will continue
indefinitely.
However, the Employer shall have the right to amend, terminate,
or
partially
terminate this Plan at any time subject to any advance notice
or other
requirements of
ERISA. The Plan may be amended or terminated by a resolution
of the
Board.
13.2 Amendment - Consolidation or Merger
In the event the Plan's assets and liabilities are merged
into,
transferred to
or otherwise consolidated with any other retirement plan, then
such must
be
accomplished so as to ensure that each Participant would (if
the other
retirement plan
then terminated) receive a benefit immediately after the
merger, transfer
or
consolidation, which is equal to or greater than the benefit
the
Participant would have
been entitled to receive immediately before the merger,
transfer or
consolidation (as if
the Plan had then terminated). This provision shall not be
construed as
limiting the
powers of the Employer to appoint a successor Trustee.
13.3 Termination of the Plan
The termination of the Plan shall not cause or permit any
part of the
Trust
Fund to be diverted to purposes other than for the exclusive
benefit of
the
Participants, or cause or permit any portion of the Trust Fund
to revert
to or become
the property of the Employer at any time prior to the
satisfaction of all
liabilities with
respect to the Participants.
Upon termination of this Plan, the Committee shall continue
to act for
the
purpose of complying with the preceding paragraph and shall
have all
power
necessary or convenient to the winding up and dissolution of
the Plan as
herein
provided. While so acting, the Committee shall be in the same
status and
position
with respect to other persons as if the Plan remained in
existence.
13.4 Allocation of the Trust Fund on Termination of Plan
In the event of a complete or partial termination of the
Plan, or upon
complete discontinuance of contributions under the Plan, with
respect to
all
Participants or a specified group or groups of Participants,
the Trustee
shall allocate
and segregate a proportionate interest in the Trust Fund for
the benefit
of affected
Participants.
All Accounts accrued by the affected Participants shall be
100% vested
and non-
forfeitable. The Committee shall direct the Trustee to allocate
the
assets of the Trust
Fund
<PAGE>
<PAGE> 69
to those affected Participants.<PAGE>
<PAGE> 70
ARTICLE 14
FIDUCIARIES
14.1 Limitation of Liability of the Employer and Others
To the extent permitted by law, no Participant shall have
any claim
against
the Employer, or the Committee, or against their directors,
officers,
members, agents
or representatives, for any benefits under the Plan, and such
benefits
shall be payable
solely from the Trust Fund; nor shall the Employer, nor the
Committee or
their
directors, officers, members, agents or representatives incur
any
liability to any
person for any action taken or suffered or omitted to be taken
by them
under the Plan
in good faith.
14.2 Indemnification of Fiduciaries
In order to facilitate the recruitment of competent
fiduciaries, the
Employer
adopting this Plan agrees to provide the indemnification as
described
herein. This
provision shall apply to Employees who are considered Plan
fiduciaries
including
without limitation, Committee members, any agent of the
Committee, or any
other
officers, directors or Employees. Notwithstanding the
preceding, this
provision shall
not apply and indemnification will not be provided for any
Trustee or
Investment
Manager appointed as provided in this Plan.
14.3 Scope of Indemnification
The Employer agrees to indemnify an Employee fiduciary as
described
above for all acts taken in good faith in carrying out his or
her
responsibilities under
the terms of this Plan or other responsibilities imposed upon
such
fiduciary by
ERISA. This indemnification for all acts is intentionally broad
but shall
not provide
indemnification for embezzlement or diversion of Plan assets
for the
benefit of the
Employee fiduciary. The Employer agrees to indemnify Employee
fiduciaries
described herein for all expenses of defending an action by a
Participant, Beneficiary
or government entity, including all legal fees for counsel
selected with
the consent of
the Employer and other costs of such defense. The Employer will
also
reimburse an
Employee fiduciary for any monetary recovery in any court or
arbitration
proceeding.
In addition, if the claim is settled out of court with the
concurrence of
the Employer,
the Employer will indemnify an Employee fiduciary for any
monetary
liability under
said settlement. The Employer shall have the right, but not the
obligation, to conduct
the defense of such persons in any proceeding to which this
Section 14.3
applies. The
Employer may satisfy its obligations under this Section 14.3 in
whole or
in part
through the purchase of a policy or policies of insurance
providing
equivalent
protection.<PAGE>
<PAGE> 71
ARTICLE 15
ADOPTION BY AFFILIATED COMPANIES
15.1 Adoption by Affiliated Companies
Any United States Affiliated Company may, pursuant to a
resolution of
its board of directors, with the consent of the
Board, adopt
the Plan
for the exclusive benefit of its employees eligible
to
participate
thereunder. Such adoption shall be effective as of
the
Effective
Date or any other such date thereafter as shall be
specified by
such
Affiliated Company and consented by its board of
directors.
Any
such Affiliated Company which has so adopted the Plan
shall be
listed in Appendix A and shall be considered an
"Employer" for
purposes other than Articles 10, 11 and 12.
15.2 Spin-Off of a Division
If any United Stated division of an Employer shall be
established
and
shall thereafter become an Affiliated Company, then,
unless the
Board shall otherwise determine, such Affiliated
Company shall
be
deemed to have adopted the Plan effective as of the
date such
division becomes an Affiliated Company and shall
become an
Employer hereunder as of such date without the
necessity for
any
action by its board of directors and without the
necessity of
the
consent of the Board.
15.3 Merger of an Employer
Any corporation into which an Employer may be merged,
or with
which it may be consolidated, or any corporation
resulting from
any
merger, reorganization or consolidation to which an
Employer
may
be a party, or any corporation to which all or
substantially
all of the
assets of an Employer may be transferred, shall, so
long as it
shall
continue to be an Affiliated Company, continue as an
Employer
hereunder without the execution or filing of any
instrument or
the
performance of any further act.
15.4 Termination of Participation by an Employer
An Employer may terminate its participation in the Plan
at any
time by
a resolution of its board of directors. The Board
may
terminate the
participation of an Employer at any time by
resolution.
15.5 Adoption by Non-Affiliated Companies
An Employer which is not an Affiliated Company, may
adopt the
Plan
<PAGE>
as if it were an Affiliated Company, subject to the terms of
this
Article l5.<PAGE>
<PAGE> 72
ARTICLE 16
MISCELLANEOUS PROVISIONS
16.1 Facility of Payment
In the event any benefit under this Plan shall be
payable to a
person
who is under legal disability or is in any way
incapacitated so as
to be
unable to manage his or her financial affairs, the
Committee may
direct
payment of such benefit to a duly appointed guardian,
committee or
other
legal representative of such person or in the absence of a
guardian
or legal
representative, to a custodian for such person under a
Uniform Gift
to
Minors Act or to any relative of such person by blood or
marriage,
for
such person's benefit. Any payment made in good faith
pursuant to
this
provision shall fully discharge the Employer and the Plan
of any
liability to
the extent of such payment.
16.2 Correction of Errors
Any Employer contribution to the Trust Fund made under
a mistake
of
fact (or investment proceed of such contribution if a
lesser amount)
shall be
returned to the Employer within one year after payment of
the
contribution.
In the event an incorrect amount is paid to a
Participant or
Beneficiary,
any remaining payments may be adjusted to correct the
error. The
Administrator may take such other action it deems
necessary and
equitable
to correct any such error.
16.3 Missing Persons
In the event a distribution is required to commence
under Section
6.2
and the Participant or Beneficiary cannot be located, the
Participant's
Account shall be forfeited on the last day of the Plan
Year
following the
Plan Year in which distribution was supposed to commence.
Such
forfeiture shall be used to reduce Employer Matching
Contributions.
If the affected Participant or Beneficiary later
contacts the
Employer,
his or her Account shall be reinstated and distributed as
soon as
practical.
The Employer shall reinstate the amount forfeited by
making a
special
Employer contribution equal to such amount and allocating
it to the
affected Participant's or Beneficiary's Account. Such
reinstatement
shall
not be considered an annual addition for purposes of the
limitations
on
contributions pursuant to Code Section 415.
Prior to forfeiting any Account, the Employer
shall attempt
to
<PAGE> 73
contact the Participant or Beneficiary by return receipt mail
at his or
her last known
address according to the Employer's records, and by the letter
forwarding
services
offered through the Internal Revenue Service, or the Social
Security
Administration,
or such other means as the Administrator deems appropriate.
16.4 Domestic Relations Orders
Notwithstanding any Plan provisions to the contrary,
benefits under
the
Plan may be paid to someone other than the Participant or
Beneficiary
pursuant to a
Qualified Domestic Relations Order, in accordance with Section
414(p) of
the Code.
A Qualified Domestic Relations Order is a judgment, decree, or
order
("Order")
(including approval of a property settlement agreement) that:
(a) relates to the provision of child support, alimony
payments or
marital property rights to a spouse, former spouse,
child or
other
dependent of a Participant;
(b) is made pursuant to a state domestic relations law
(including a
community property law);
(c) creates or recognizes the existence of an alternate
payee's right
to,
or assigns to an alternate payee the right to,
receive all or a
portion
of the benefits payable to a Participant under the
Plan;
(d) specifies the name and last known address of the
Participant and
each alternate payee;
(e) specifies the amount or method of determining the
amount of
benefit payable to an alternate payee;
(f) names each plan to which the order applies;
(g) does not require any form, type or amount of benefit
not
otherwise
provided under the Plan, and does not require payment
to the
alternate payee in a joint and survivor form of
payment;
(h) does not conflict with a prior Domestic Relations Order
that
meets
the other requirements of this section.
Effective January 1, 1994, payments to an alternate payee
pursuant to
a
Qualified Domestic Relations Order may commence at any time,
regardless
of the
Participant's age or whether the Participant terminates or
continues
employment.
Prior to January 1, 1994, payments to an alternate payee
pursuant to a
Qualified
Domestic Relations Order may commence at the earlier of the
date of the
Participant's
termination of employment or the Participant's attainment of
age 50.
The Administrator shall determine whether an order
meets the
requirements of this section within a reasonable period after
receiving
an order. The
Administrator shall notify the Participant and any alternate
payee that
an order has
been received. Any amounts which are to be paid pursuant to the
order,
during the
period while its qualified status is being determined, shall be
held in a
separate
<PAGE> 74
account under the Plan for any alternate payee pending
determination that
an order
meets the requirements of this section. If within eighteen
months after
such a separate
account is established, the order has not been determined to be
a
qualified Order, the
amount in the separate account shall be returned to the
Participant's
Account.
If an order is determined not be qualified, the separate
account
shall be
maintained for 30 days after the date the order is returned to
the
alternate payee. If a
revised order is submitted within the 30-day period, the
separate account
will be
maintained while the revised order is reviewed. If a revised
order is
not submitted
within the 30-day period, the separate accounting shall cease
until a
revised order is
received.
If the Administrator receives a court order directing
that
distribution of
a Participant's Account be suspended because a Domestic
Relations Order
is in
preparation, the Administrator shall suspend payment of up to
50% of the
Participant's account for not more than 30 days. If no order
is received
during the
30-day period, distribution of the Account shall resume.
16.5 Plan Qualification
Any modification or amendment of the Plan may be made
retroactive, as
necessary or appropriate, to establish and maintain a
"qualified plan"
pursuant to
Section 401 of the Code, and ERISA and regulations thereunder
and exempt
status of
the Trust Fund under Section 501 of the Code.
16.6 Deductible Contribution
Notwithstanding anything herein to the contrary, any
contribution by
the
Employer to the Trust Fund is conditioned upon the
deductibility of the
contribution
by the Employer under the Code and, to the extent any such
deduction is
disallowed,
the Employer may within one year following a final
determination of the
disallowance, demand repayment of such disallowed contribution
and the
Trustee shall
return such contribution less any losses attributable thereto
to the
Employer within
one year following the disallowance.
16.7 Payment of Benefits Through Purchase of Annuity
Contract
If a Participant or Beneficiary is to receive benefits in an
annuity
form, the
Recordkeeper, subject to the approval of the Administrator,
shall apply
the
Participant's vested Account balances to the purchase of an
individual
annuity contract
from an insurance company, whereupon the liability of the Trust
Fund and
of the Plan
will cease and terminate with respect to such benefits that are
so
purchased. Such an
individual annuity contract shall be purchased by the Trustee
on a
single-premium
basis and may be purchased at any time on or after the
Participant's
termination of
employment or death to provide the benefits due under the Plan
to the
Participant or
his Beneficiary on or after the date of such purchase.
<PAGE>
<PAGE> 75
Any annuity contract distributed by the Recordkeeper to a
Participant or
Beneficiary
under the provisions of the Plan shall bear on the face thereof
the
designation "NOT
TRANSFERABLE," and such contract shall contain a provision to
the effect
that the
contract may not be sold, assigned, discounted or pledged as
collateral
for a loan or
as security for the performance of an obligation or for any
other purpose
to any
person other than the issuer thereof.
16.8 Plan Administration - Miscellaneous
(a) Limitations on Assignments
Benefits under the Plan may not be assigned, sold,
transferred, or
encumbered, and any attempt to do so shall be void. The
interest of
a
Participant in benefits under the Plan shall not be
subject to debts
or
liabilities of any kind and shall not be subject to
attachment,
garnishment
or other legal process, except as provided in Section 16.4
relating
to
Domestic Relations Orders, or otherwise permitted by law.
(b) Masculine and Feminine, Singular and Plural
Whenever used herein, pronouns shall include the opposite
gender, and
the
singular shall include the plural, and the plural shall
include the
singular,
whenever the context shall plainly so require.
(c) No Additional Rights
No person shall have any rights in or to the Trust Fund, or
any part
thereof, or under the Plan, except as, and only to the
extent,
expressly
provided for in the Plan. Neither the establishment of the
Plan, the
establishment of Participant Accounts nor any action of
the Employer
or
the Committee be held or construed to confer upon any
person any
right to
be continued as an Employee, or, upon dismissal, any right
or
interest in
the Trust Fund other than as herein provided. The Employer
expressly
reserves the right to discharge any Employee at any time.
(d) Governing Law
This Plan shall be construed in accordance with applicable
federal law
and
the laws of the State of Ohio.
(e) Disclosure to Participants
Each Participant shall be advised of the general provisions
of the
Plan and,
upon written request addressed to the Administrator, shall
be
furnished any
information requested regarding the Participant's status,
rights and
privileges under the Plan as may be required by law.
(f) Income Tax Withholding Requirements
Any retirement benefit payment made under the Plan will be
subject to
any
applicable income tax withholding requirements. For this
purpose,
the
<PAGE> 76
Administrator shall provide the Trustee with any information
the Trustee
needs to
satisfy such withholding obligations and with any other
information that
may be
required by regulations promulgated under the Code.
(g) Severability
If any provision of this Plan shall be held illegal or
invalid for any
reason,
such determination shall not affect the remaining provisions of
this Plan
which shall
be construed as if said illegal or invalid provision had never
been
included.
<PAGE>
<PAGE> 77
The AT&T Global Information Solutions Company Savings Plan is
amended and
restated by AT&T Global Information Solutions Company.
IN WITNESS WHEREOF, the Employer has caused this Plan to be
duly executed
on
this 23rd day of March, 1994.
FOR AT&T GLOBAL INFORMATION
SOLUTIONS COMPANY
Richard F. Brenner
Vice President, Global Human Resources<PAGE>
<PAGE> 78
APPENDIX A
"Employer" as defined in
Section 1.19
shall also include the following employers
during the specified time.
Employer Beginning Ending
1. NCR Credit Corporation May 1, 1985 March
1,
1994
2. NCR International Inc. May 1, 1985
3. NCR Comten, Inc. May 1, 1985
4. NCR ATM Services, Inc. May 1, 1985
5. Applied Digital Data Systems, Inc. Nov. 1, 1985
6. NCR Information Imaging Systems, Inc. Nov. 1, 1985
7. NCR Country Club May 1, 1985<PAGE>
<PAGE> 79
APPENDIX B
Eligible Employees Employed by
Foreign
Subsidiaries
Angelo, John J.
Arrowsmith II, Charles N.
Baumann, Herwig
Becker, John L.
Benatar, Mark
Brown, R. H. S.
Burke, Janis H.
Cameron, Craig D.
Carmichael, Phyllis C.
Carmichael, Randall T.
Carre, Thomas R.
Cordan, Ernest W.
Dalichau, Wolfgang
Davenport, Dennis J.
Fornell, Bryan D.
Fornell, Ruth A.
Fox, Stephen L.
Goel, Narendra
Good, James A.
Gray, John L.
Gress, Thomas E.
Gypton, John P.
Hall, John J.
Helland, Mark J.
Hipps Jr., William G.
Hodgkinson, Roy A.
Holmes, Stephen S.
Inohara, Mitsuya
Jones Christine
Jones Christine
Justice, Kenneth C.
Kuhn David A.
Kymal Kumar A.
Love, Bruce
Martinello, Robert B.
McGill, Ian B.
McGrael, David S.
McNeal, Kenneth G.
Miller, John P.
Newburg, Mark R.
Pincetic, Jose E.
Puhl, John T.
Rodatus, Christian
Salaverria, Jesus
Simonds, Robert W.
Snell, Michael A.
Sweis, Jamal S.
Tramontano, Robert J.
<PAGE>
<PAGE> Exhibit 4-B
_______________________________________
AMERICAN TELEPHONE
AND TELEGRAPH
COMPANY
_________
RESTATED CERTIFICATE OF
INCORPORATION OF AMERICAN
TELEPHONE AND TELEGRAPH COMPANY
FILED JANUARY 10, 1989
_______________________________________
<PAGE> 2
RESTATED CERTIFICATE OF INCORPORATION OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
UNDER SECTION 807 OF THE BUSINESS
CORPORATION LAW
We, the undersigned, being a Vice President and the Secretary,
respectively, of American Telephone and Telegraph Company, do hereby
certify as follows:
1. The name of the corporation is "American Telephone and Telegraph
Company."
2. The Certificate of Incorporation of the corporation was filed in
the office of the Secretary of State of the State of New York on March 3,
1885.
3. The text of the Certificate of Incorporation (1) is hereby amended
pursuant to authority vested in the Board of Directors by the Certificate
of Incorporation of the corporation, as heretofore amended, and in
accordance with Section 502 of the Business Corporation Law to delete in
its entirety Article EIGHTH thereof stating the number, designation,
relative rights, preferences, and limitations pertaining to four series of
preferred shares, all of which shares have been redeemed by the
corporation, and renumber the articles subsequent thereto sequentially
following Article SEVENTH; and (2) as so amended and as amended heretofore
is hereby restated to read as herein set forth in full:
"We do hereby associate ourselves together for the purpose of
constructing, buying, owning, leasing, or otherwise obtaining, lines
of electric telegraph partly within and partly beyond the limits of
the State of New York, and of equipping, using, operating, or
otherwise maintaining, the same; and of becoming a body politic and
corporate under and by virtue of the provisions of an act of the
Legislature of the State of New York entitled 'An Act to provide for
the incorporation and regulation of telegraph companies,' passed April
12, 1848, and the various acts amendatory thereof or supplemental
thereto; and of having and exercising all and every of the powers,
privileges, franchises and immunities in and by said acts conferred.
And in pursuance of the requirements of the various acts aforesaid,
and for the purposes above set forth, we do hereby declare and certify
as follows,
"FIRST. The name assumed to distinguish such association and to
be used in its dealings, and by which it may sue and be sued, is the
American Telephone and Telegraph Company.
<PAGE> 3
"SECOND. The general route of the lines of telegraph of said
association will be from a point or points in the city of New York
along all rail roads, bridges, highways and other practicable,
suitable and convenient ways or courses, leading thence to the cities
of Albany, Boston, and the intermediate cities, towns and places, also
from a point or points in and through the city of New York, and thence
through and across the Hudson and East rivers and the bay and harbor
of New York, to Jersey City, Long Island City and Brooklyn, and along
all rail roads, bridges, highways and other practicable, suitable and
convenient ways and courses to the cities of Philadelphia, Baltimore,
Washington, Richmond, Charleston, Mobile and New Orleans, and to all
intermediate cities, towns and places; and in like manner to the
cities of Buffalo, Pittsburgh, Cleveland, Cincinnati, Louisville,
Memphis, Indianapolis, Chicago, Saint Louis, Kansas City, Keokuk, Des
Moines, Detroit, Milwaukee, Saint Paul, Minneapolis, Omaha, Cheyenne,
Denver, Salt Lake City, San Francisco and Portland, and to all
intermediate cities, towns and places, and also along all rail roads,
bridges, highways and other practicable, suitable and convenient ways
and courses as may be necessary or proper for the purpose of
connecting with each other one or more points in said city of New
York, and in each of the cities, towns and places hereinabove
specifically or generally designated.
"And it is further declared and certified that the general route
of the lines of this association, in addition to those hereinbefore
described or designated, will connect one or more points in each and
every city, town or place in the State of New York with one or more
points in each and every other city, town or place in said State, and
in each and every other of the United States, and in Canada and
Mexico, and each and every of said cities, towns and places is to be
connected with each and every other city, town or place in said States
and Countries, and also by cable and other appropriate means with the
rest of the known world as may hereafter become necessary or desirable
in conducting the business of this association.
"THIRD. The aggregate number of shares which the
corporation is authorized to issue is 1,600,000,000 shares, consisting
of 1,500,000,000 common shares having a par value of $1 per share and
100,000,000 preferred shares having a par value of $1 per share.
"The preferred shares may be issued from time to time
in one or more series. All preferred shares of all series shall rank
equally and be identical in all respects except that the Board of
Directors is authorized to fix the number of shares in each series,
the designation thereof and, subject to the provisions of this Article
Third, the relative rights, preferences and limitations of each series
and the variations in such rights, preferences and limitations as
between series and specifically is authorized to fix with respect to
each series:
"(a) the dividend rate on the shares of such series
and the date or dates from which dividends shall be cumulative;
<PAGE> 4
"(b) the times when, the prices at which, and all
other terms and conditions upon which, shares of such series shall be
redeemable;
"(c) the amounts which the holders of shares of such
series shall be entitled to receive upon the liquidation, dissolution
or winding up of the corporation, which amounts may vary depending on
whether such liquidation, dissolution or winding up is voluntary or
involuntary and, if voluntary, may vary at different dates;
"(d) whether or not the shares of such series shall be
subject to the operation of a purchase, retirement or sinking fund
and, if so, the extent to and manner in which such purchase,
retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or for other
corporate purposes and the terms and provisions relative to the
operation of the said fund or funds;
"(e) whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class of
series and, if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same;
"(f) the restrictions, if any, upon the payment of
dividends or making of other distributions on, and upon the purchase
or other acquisition of, common shares;
"(g) the restrictions, if any, upon the creation of
indebtedness, and the restrictions, if any, upon the issue of any
additional shares ranking on a parity with or prior to the shares of
such series in addition to the restrictions provided for in this
Article Third;
"(h) the voting powers, if any, of the shares of such
series in addition to the voting powers provided for in this Article
Third; and
"(i) such other rights, preferences and limitations as
shall not be inconsistent with this Article Third.
"All shares of any particular series shall rank equally and be
identical in all respects except that shares of any one series issued
at different times may differ as to the date from which dividends
shall be cumulative.
<PAGE> 5
"Dividends on preferred shares of each series shall be
cumulative from the date or dates fixed with respect to such series
and shall be paid or declared or set apart for payment for all past
dividend periods and for the current dividend period before any
dividends (other than dividends payable in common shares) shall be
declared or paid or set apart for payment on common shares. Whenever,
at any time, full cumulative dividends for all past dividend periods
and for the current dividend period shall have been paid or declared
and set apart for payment on all then outstanding preferred shares and
all requirements with respect to any purchase, retirement or sinking
fund or funds for all series of preferred shares shall have been
complied with, the Board of Directors may declare dividends on the
common shares and the preferred shares shall not be entitled to share
therein.
"Upon any liquidation, dissolution or winding up of the
corporation, the holders of preferred shares of each series shall be
entitled to receive the amounts to which such holders are entitled as
fixed with respect to such series, including all dividends accumulated
to the date of final distribution, before any payment or distribution
of assets of the corporation shall be made to or set apart for the
holders of common shares and after such payments shall have been made
in full to the holders or preferred shares, the holders of common
shares shall be entitled to receive any and all assets remaining to be
paid or distributed to shareholders and the holders of preferred
shares shall not be entitled to share therein. For the purposes of
this paragraph, the voluntary sale, conveyance, lease, exchange or
transfer of all or substantially all the property or assets of the
corporation or a consolidation or merger of the corporation with one
or more other corporations (whether or not the corporation is the
corporation surviving such consolidation or merger) shall not be
deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary.
"The aggregate amount which all preferred shares
outstanding at any time shall be entitled to receive on involuntary
liquidation, dissolution or winding up shall not exceed
$8,000,000,000.
"So long as any preferred shares are outstanding, the
corporation will not (a) without the affirmative vote or consent of
the holders of at least 66 2/3% of all the preferred shares at the
time outstanding, (i) authorize shares of stock ranking prior to the
preferred shares, or (ii) change any provision of this Article Third
so a to affect adversely the preferred shares; (b) without the
<PAGE> 6
affirmative vote or consent of the holders of at least 66 2/3% of any
series of preferred shares at the time outstanding, change any of the
provisions of such series so as to affect adversely the shares of such
series; (c) without the affirmative vote or consent of the holders of
at least a majority of all the preferred shares at the time
outstanding, (i) increase the authorized number of preferred shares or
(ii) authorize shares of any other class of stock ranking on a parity
with the preferred shares.
"Whenever, at any time or times, dividends payable on
preferred shares shall be in default in an aggregate amount equivalent
to six full quarterly dividends on any series of preferred shares at
the time outstanding, the number of directors then constituting the
Board of Directors of the corporation shall ipso facto be increased by
two, and the outstanding preferred shares shall, in addition to any
other voting rights, have the exclusive right, voting separately as a
class and without regard to series, to elect two directors of the
corporation to fill such newly created directorships and such right
shall continue until such time as all dividends accumulated on all
preferred shares to the latest dividend payment date shall have been
paid or declared and set apart for payment.
"No holder of preferred shares of any series,
irrespective of any voting or other right of shares of such series,
shall have, as such holder, any preemptive right to purchase any other
shares of the corporation or any securities convertible into or
entitling the holder to purchase such other shares.
"If in any case the amounts payable with respect to any
requirements to retire preferred shares are not paid in full in the
case of all series with respect to which such requirements exist, the
number of shares to be retired in each series shall be in proportion
to the respective amounts which would be payable on account of such
requirements if all amounts payable were paid in full.
"FOURTH. The number of directors shall be as provided
for in the By-Laws.
"FIFTH. The duration of the corporation shall be
perpetual.
"SIXTH. The office of the corporation is located in
the Borough of Manhattan, City and County of New York, State of New
York.
<PAGE> 7
"SEVENTH. The Secretary of State of the State of New
York is designated as agent of the corporation upon whom process
against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process served upon him as
agent of the corporation is American Telephone and Telegraph Company,
550 Madison Avenue, New York, New York 10022.
"EIGHTH. No holder of common shares shall have, as
such holder, any preemptive right to purchase any shares or other
securities of the corporation."
"NINTH. No director shall be personally liable to the
Corporation or any of its shareholders for damages for any breach of
duty as a director; provided, however, that the foregoing provision
shall not eliminate or limit (i) the liability of a director if a
judgment or other final adjudication adverse to him or her establishes
that his or her acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he or she
personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled or that his or her acts
violated Section 719 of the New York Business Corporation Law; or (ii)
the liability of a director for any act or omission prior to the
adoption of this Article NINTH by the shareholders of the Corporation.
4. The manner in which this restatement of the Certificate of
Incorporation was authorized was by a resolution of the Board of Directors
of the corporation.
IN WITNESS WHEREOF, we have signed and verified this Restated
Certificate of Incorporation of American Telephone and Telegraph Company
this 9th day of January 1989.
S.L. PRENDERGAST
S.L. PRENDERGAST
Corporate Vice President
and Treasurer
R.E. SCANNELL
R.E. SCANNELL
Corporate Vice President-Law
and Secretary
<PAGE> 8
CERTIFICATE OF CHANGE
OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
(UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW)
March 18, 1992
<PAGE> 9
Certificate of Change
of
American Telephone and Telegraph Company
Under Section 805-A of the Business Corporation Law
1. The name of the corporation is "American Telephone and
Telegraph Company."
2. The Certificate of Incorporation was filed in the office of
the Secretary of State of the State of New York on March 3, 1885.
3. The change in the Certificate of Incorporation effected by
this Certificate of Change is as follows:
To change the post office address to
which the Secretary of State of the State
of New York shall mail a copy of any
process against the corporation served
upon said Secretary of State.
4. To accomplish the foregoing change, Article SEVENTH of the
Certificate of Incorporation, relating to service of process, is hereby
stricken out in its entirety, and the following new Article SEVENTH is
substituted in lieu thereof:
"SEVENTH. The Secretary of State of the State of New York is
designated as agent of the corporation upon whom process against
it may be served. The post office address to which the Secretary
of State shall mail a copy of any process served upon him as
agent of the corporation is American Telephone and Telegraph
Company, 32 Avenue of the Americas, New York, New York 10013.
5. The manner in which this Certificate of Change was authorized
was by resolution of the Board of Directors of the corporation.
<PAGE> 10
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
(UNDER SECTION 805 OF THE BUSINESS CORPORATE LAW)
June 1, 1992
<PAGE> 11
CERTIFICATE OF AMENDMENT OF THE RESTATED
CERTIFICATE OF INCORPORATION OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
We, the undersigned, being a Vice President and Secretary,
respectively, of American Telephone and Telegraph Company, do hereby
certify as follows:
1. The name of the corporation is "American Telephone and
Telegraph Company."
2. The Certificate of Incorporation of the corporation was filed
in the office of the Secretary of State of the State of New York on March
3, 1885.
3. Said Certificate of Incorporation is amended to increase the
authorized number of common shares of the capital stock of the corporation
having a par value of $1 from 1,500,000,000 to 2,000,000,000 shares.
4. To effect the foregoing, the first paragraph of Article THIRD
of said Certificate of Incorporation, relating to the aggregate number of
shares the corporation is authorized to issue, the par value thereof, and
the classes into which the shares are divided is hereby stricken out in its
entirety, and the following new first paragraph of Article THIRD is
substituted in lieu thereof:
"THIRD. The aggregate number of shares
which the corporation is authorized to issue
is 2,100,000,000 shares, consisting of
2,000,000,000 common shares having a par
value of $1 per share and 100,000,000
preferred shares having a par value of $1 per
share.
5. The manner in which the foregoing amendment of said
Certificate of Incorporation was authorized was by vote of the holders of a
majority of all outstanding shares of the corporation entitled to vote
thereon at a meeting of shareholders, subsequent to the unanimous vote of
the Board of Directors.
<PAGE> 12
Certificate of Amendment
of the
Certificate of Incorporation
of
American Telephone and Telegraph Company
(Under Section 805 of the Business Corporation Law)
April 20, 1994
<PAGE> 13
Certificate of Amendment of the Certificate of Incorporation
of
American Telephone and Telegraph Company
Under Section 805 of the Business Corporation Law
We, the undersigned, being a Vice President and an Assistant Secretary
respectively, of American Telephone and Telegraph Company, do hereby
certify as follows:
FIRST: The name of the corporation is American Telephone and
Telegraph Company.
SECOND: The Certificate of Incorporation of the corporation was
filed by the Department of State on March 3, 1885.
THIRD: The Certificate of Incorporation of the corporation is
hereby amended by changing the name of the corporation to AT&T Corp..
FOURTH: To accomplish the foregoing amendment, Article FIRST of the
Certificate of Incorporation of the corporation is amended to read as
follows:
"FIRST. The name of the corporation is AT&T Corp."
FIFTH: The manner in which the foregoing amendment of said
Certificate of Incorporation of the corporation was authorized was by vote
of the holders of a majority of all outstanding shares of the corporation
entitled to vote thereon at a meeting of shareholders, subsequent to the
unanimous vote of the Board of Directors.
IN WITNESS WHEREOF, we have subscribed this document on April 20, 1994
and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.
Jim G. Kilpatric
By ________________________________
Jim G. Kilpatric
Senior Vice President-Law
Robert A. Maynes
By ________________________________
Robert A. Maynes
Assistant Secretary
<PAGE> 1 Exhibit 5
Marilyn J. Wasser (AT&T Logo)
Vice President - Law and Secretary Room 2502
32 Avenue of the Americas
New York, NY 10013
212-644-1000
May 23, 1994
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
With reference to the registration statement on Form S-8
which AT&T Corp. (the "Company") proposes to file with the
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, registering 500,000 common
shares (par value $1 per share) of the Company (the "Shares)
which may be offered and sold by the Company under the AT&T
Global Information Solutions Company Savings Plan (the "Plan"),
which Shares, under the terms of the Plan may be authorized and
unissued shares or treasury shares, I am of the opinion that:
1. the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New
York;
2. all proper corporate proceedings have been taken so
that any Shares to be offered and sold which are newly issued
have been duly authorized and, upon sale and payment therefor in
accordance with the Plan and the resolutions of the Board of
Directors relating to the offering and sale of common shares
thereunder, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC
in connection with the registration statement referred to above.
Very truly yours,
Marilyn J. Wasser
<PAGE> 1 Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
registration statement on Form S-8 of AT&T Corp. ("the Company")
of our reports, which include explanatory paragraphs regarding
the change in 1993 in methods of accounting for postretirement
benefits, postemployment benefits and income taxes, dated January
27, 1994, on our audits of the consolidated financial statements
and consolidated financial statement schedules of the Company and
its subsidiaries, which are included or incorporated by reference
in the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 and of our report dated April 7, 1994 on our
audit of the financial statements of the AT&T Global Information
Solutions Company Savings Plan (the "Plan") included in the
Plan's Annual Report on Form 11-K for the year ended December 31,
1993.
COOPERS & LYBRAND
New York, New York
May 23, 1994
<PAGE> 1 Exhibit 23-B
Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
<PAGE> 1 Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is both a director and an officer
of the Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him and in his name, place and stead,
and in his capacity as both a director and an officer of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 11th day of May, 1994.
R. E. ALLEN
Chairman of the Board
and Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is an officer of the Company, as
indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints M. B. TART and S. L. PRENDERGAST, and each of them, as
attorneys for him and in his name, place and stead, and in his
capacity as an officer of the Company, to execute and file any
such registration statement with respect to the above-described
common shares and plan interests, and thereafter to execute and
file any amended registration statement or statements with
respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done
in and about the premises, as fully, to all intents and purposes,
as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 11th day of May, 1994.
R. W. MILLER
Executive Vice President
and Chief Financial Officer
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is an officer of the Company, as
indicated below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER and S. L. PRENDERGAST, and each of them, as
attorneys for her and in her name, place and stead, and in her
capacity as an officer of the Company, to execute and file any
such registration statement with respect to the above-described
common shares and plan interests, and thereafter to execute and
file any amended registration statement or statements with
respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done
in and about the premises, as fully, to all intents and purposes,
as she might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 18th day of May, 1994.
M. B. Tart
Vice President and
Controller
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 12th day of May, 1994.
Walter Y. Elisha
Director
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 16th day of May, 1994.
Philip M. Hawley
Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 12th day of May, 1994.
Carla A. Hills
Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 17th day of May, 1994.
Belton K. Johnson
Director
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of May, 1994.
Drew Lewis
Director
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 18th day of May, 1994.
Donald F. McHenry
Director
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 10th day of May, 1994.
Victor A. Pelson
Director
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 11th day of May, 1994.
Donald S. Perkins
Director
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 12th day of May, 1994.
Henry B. Schacht
Director
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of May, 1994.
Michael I. Sovern
Director
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of May, 1994.
Franklin A. Thomas
Director
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 12th day of May, 1994.
Joseph D.Williams
Director
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 500,000 common
shares to be offered under the AT&T Global Information Solutions
Company Savings Plan and an indeterminate amount of interests or
participations to be offered under such plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name,
place and stead, and in his or her capacity as a director of the
Company, to execute and file any such registration statement with
respect to the above-described common shares and plan interests,
and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to
all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 10th day of May, 1994.
Thomas H. Wyman
Director
