Effective: January 1,
1987
Revisions
Effective: January 1, 2010
The AT&T
Health Plan ("Plan") provides Participants, certain Retired
Participants, and each of their Dependents with supplemental
medical, dental, and vision benefits.
For purposes of
this Plan, the following words and phrases shall have the meanings
indicated, unless the context clearly indicates
otherwise:
2.1
Basic Plan(s)
. “Basic Plan(s)” shall
mean AT&T’s group managed care medical (known as the
AT&T Medical Plan), dental (non-DHMO option), and vision care
plans (including the AT&T Retiree Vision Care
Program). For a Participant who Retired on or
before August 31, 1992, Basic Plans shall mean the AT&T Medical
and Group Life Insurance Plan–CustomCare
(“CustomCare”) and dental (non-DHMO option)
plans.
2.2
CEO
. "CEO" shall mean the
Chief Executive Officer of AT&T Inc.
2.3
COBRA
. “COBRA”
shall mean the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended.
2.4
Committee
. "Committee" shall mean
the Human Resources Committee of the Board of Directors of AT&T
Inc.
2.5
Dependent(s)
. “Dependent(s)” shall
mean those individuals who would qualify as a Participant’s
dependent(s) under the terms of the major medical Basic Plan in
which the Participant participates, or, if applicable, Substitute
Basic Coverage.
2.6
Disability
. "Disability" shall mean
qualification for long term disability benefits under Section 3.1
of the Officer Disability Plan.
2.7
Eligible
Employee . "Eligible Employee" shall mean an
Officer. Notwithstanding the foregoing, the CEO may,
from time to time, exclude any Officer or group of Officers from
being an “Eligible Employee” under this
Plan. Employees of a company acquired by AT&T shall
not be considered an Eligible Employee unless designated as such by
the CEO.
2.8
Employer
. "Employer" shall mean
AT&T Inc. or any of its Subsidiaries.
2.9
Executive
Officer . “Executive Officer”
shall mean any executive officer of AT&T, as that term is used
under the Securities Exchange Act of 1934.
2.10
Officer
. "Officer" shall mean an
individual who is designated as an officer level Employee for
compensation purposes on the records of AT&T.
2.11
Participant
. “Participant” shall
mean an Eligible Employee or Retired Eligible Employee who has
elected to participate in the Plan and his/ her
Dependent(s).
2.12
Plan
Administrator . “Plan Administrator”
shall mean the SEVP-HR, or any other person or persons whom the
Committee may appoint to administer the Plan; provided that the
Committee may act as the Plan Administrator at any time.
2.13
Plan Year
. ”Plan
Year” shall mean the calendar year.
2.14
Qualified
Dependent . “Qualified Dependent”
shall mean a Dependent who loses coverage under a COBRA Eligible
Program due to a Qualifying Event.
2.15
Qualifying
Event .
“Qualifying Event” shall mean any of the
following events if, but for COBRA continuation coverage, they
would result in a Participant’s loss of coverage under this
Plan:
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(1)
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death of a
covered Employee;
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(2)
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termination
(other than by reason of such Employee’s
gross misconduct) of an Employee’s
employment;
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(3)
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reduction in
hours of an Employee;
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(4)
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divorce or
legal separation of an Employee or dissolution of an
Employee’s registered domestic partnership;
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(5)
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an
Employee’s entitlement to Medicare benefits; or
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(6)
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death of a
covered Employee;
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2.16
Retire or
Retirement . “Retire” or
"Retirement" shall mean the termination of a Participant's
employment with AT&T or any of its Subsidiaries, for reasons
other than death, on or after the earlier of the following
dates: (1) the date such Participant has attained age
55, and, for a Participant on or after January 1, 2002, has five
(5) years of service, or (2) the date the Participant has attained
one of the following combinations of age and service at termination
of employment on or after April 1, 1997:
25 years or
more 50
or older
2.16
SEVP-HR . “SEVP-HR” shall
mean AT&T’s highest ranking Officer, specifically
responsible for human resources matters.
2.17
Subsidiary . "Subsidiary" shall mean any
corporation, partnership, venture or other entity in which AT&T
holds, directly or indirectly, a 50% or greater ownership
interest. The Committee may, at its sole discretion,
designate any other corporation, partnership, venture or other
entity a Subsidiary for the purpose of participating in this
Plan. Notwithstanding anything herein to the contrary,
unless designated a “Subsidiary” pursuant to the
immediately preceding sentence, Cingular Wireless LLC, Sterling
Commerce, Inc., and their respective subsidiaries shall not be
considered a Subsidiary under this Plan.
2.18
AT&T . "AT&T" shall mean AT&T
Inc.
ARTICLE
3 ELIGIBILITY
3.1
Active Participants and their
Dependents .
Each Eligible Employee shall be eligible to
participate in this Plan along with his/her Dependent(s) beginning
on the effective date of the employee becoming an Eligible
Employee.
Upon becoming
an Eligible Employee, he/she shall have 90 days to elect to
participate in this Plan. In order to continue
participation, the Participant must pay all applicable
contributions. If a Participant terminates participation
in this Plan at any time for any reason, that Participant and
his/her Dependent(s) shall be ineligible to participate in the Plan
at any time in the future.
3.2
Retired Participants and their
Dependents . Provisions of this Plan will continue in effect
during Retirement for each Participant and his/her Dependent(s)
with respect to any Eligible Employee who became a Participant
before January 1, 1999. Neither an Eligible Employee who
became a Participant after December 31, 1998 nor his/her
Dependent(s) shall be eligible for participation hereunder on or
after such Participant’s Retirement.
3.3
Requirement to Enroll and
Participate in Basic Plans and Medicare
. As a condition to participation in
the Plan, each Participant must be enrolled in, paying for, and
participating in (i) the Basic Plans, or, if applicable, Substitute
Basic Coverage, and (ii) all parts of Medicare for which such
Participant is eligible and for which Medicare would be primary if
enrolled therein, except for Medicare Part D relating to
prescription drug coverage.
Notwithstanding
any other provision of the Plan to the contrary, an individual who
first becomes an Eligible Employee in the middle of a Plan Year and
who is enrolled in AT&T sponsored group health plans other than
the Basic Plans, will be allowed to participate in the Plan for the
remainder of the Plan Year along with his/her Dependent(s) who are
enrolled in such other AT&T sponsored health plans, as if they
were participating in the Basic Plans. At the next group
enrollment opportunity for the Basic Plans, the Participant and
his/her Dependent(s) must enroll in the Basic Plans to continue
participation in this Plan.
ARTICLE
4 BENEFITS
4.1
Covered
Benefits . Subject
to the limitations in this Plan (including but not limited to the
loyalty conditions set forth in Article 8 below), this Plan
provides 100% payment, through reimbursement or otherwise, of all
medical, dental, and vision services not paid under the
Participant’s (i) Basic Plans or, if applicable, Substitute
Basic Coverage, or (ii) Medicare, provided expenses for such
services would qualify as deductible medical expenses for federal
income tax purposes, whether deducted or not. Contributions or
premiums for participation in this Plan, the Basic Plans, Medicare,
or any other health plan are not considered “services”,
and are therefore not eligible benefits under this Plan.
4.2
Benefit Limits
. Benefits paid to any
Participant or any one of his/her Dependents under this Plan shall
not exceed $50,000 per Plan Year per individual, and benefits paid
to any Participant and his/her Dependents under this Plan shall not
exceed $100,000 total per Plan Year. Amounts paid to or on behalf
of a Participant or his/her Dependent(s) under (i) the Basic Plans,
or if applicable, Substitute Basic Coverage, (ii) Medicare, or
(iii) any other AT&T sponsored group health plan will not be
included in these limits.
4.3
Priority of Paying Covered
Claims . Claims for benefits will be applied
against the various health plans and coordinated with Medicare in
the following order:
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(1)
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Medicare, to
the extent the Participant is eligible therefore and such claim is
actually paid by Medicare,
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(3)
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CarePlus, if
elected,
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(4)
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Long Term Care
Plan, if elected,
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4.4
Substitute Basic
Coverage . Notwithstanding any other provision
of this Plan to the contrary, if a Participant is eligible for
participation under this Plan during Retirement, but not eligible
to participate under the Basic Plans, the Plan shall provide
medical, dental, and vision benefits for the Participant and
his/her Dependent(s) substantially equivalent to the benefits under
the Basic Plans through an insured product (hereinafter,
"Substitute Basic Coverage"). Eligibility for Substitute Basic
Coverage is conditioned upon the Participant’s payment of
contributions in the same amount that a similarly situated retired
Basic Plan participant is required to pay under the Basic Plans.
Such Substitute Basic Coverage shall constitute such
Participant’s Basic Plans for all purposes under this
Plan. The costs of Substitute Basic Coverage (except for
the required monthly contributions referenced in this paragraph)
shall be borne by AT&T, and the costs of Substitute Basic
Coverage shall not be included in the determination of any
Participant’s annual Plan contribution amount as provided in
Article 7.
ARTICLE
5 TERMINATION OF PARTICIPATION
5.1
Termination of
Participation . Participation will cease on the last
day of the month in which one of the following conditions
occurs:
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(1)
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The Participant
is no longer a participant in the Basic Plans or Substitute Basic
Coverage, in which case participation ceases for such
Participant;
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(2)
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A Participant
eligible to enroll in Medicare is no longer a participant in all
parts of Medicare for which such Participant is eligible to enroll
and for which Medicare would be primary if enrolled therein, except
for Medicare Part D relating to prescription drug coverage, in
which case participation ceases for such Participant;
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(3)
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The
Participant’s termination of employment for reasons other
than Death, Disability, or Retirement, in which case participation
ceases for the Participant and his/her Dependent(s);
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(4)
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The demotion or
designation of a Participant so as to no longer be eligible to
participate in the Plan, in which case participation ceases for the
Participant and his/her Dependent(s);
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(5)
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The Participant
(or Retired Participant) participates in an activity that
constitutes engaging in competitive activity with AT&T or
engaging in conduct disloyal to AT&T under Article 8, in which
case participation ceases for the Participant (or Retired
Participant) and his/her Dependent(s); or
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(6)
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Discontinuance
of the Plan by AT&T, or, with respect to a Subsidiary’s
Participants (or Retired Participants), such Subsidiary’s
failure to make the benefits hereunder available to Participant
employed by it (or its Retired Participants), in which case
participation ceases for the Participant (or Retired Participant)
and his/her Dependent(s).
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5.2
Dependents Failure to
Participate in Basic Plans . If a Dependent ceases participation
under a Basic Plan or, if applicable, Substitute Basic Coverage,
such Dependent’s participation under this Plan will cease
with the same effective date.
5.3
Death
. In the event of the
Participant’s (or Retired Participant’s) death, the
Participant’s (or Retired Participant’s) Dependents may
continue participation in this Plan as follows:
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In the event of
the death of a Retired Participant such Retired Participant’s
Dependents may continue participation in this Plan for so long as
such Dependents are participating in the Basic Plans (or, if
applicable, Substitute Basic Coverage) and are paying any
applicable contributions for this Plan as provided in Article
7.
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In the event of
an in-service death of a Participant eligible to participate in the
Plan in Retirement as provided under Article 3.2, such
Participant’s surviving Dependents may continue participation
in this Plan for so long as such Dependents are participating in
the Basic Plans (or, if applicable Substitute Basic Coverage) and
are paying any applicable contributions for this Plan as provided
in Article 7. If a surviving spouse of such Participant
otherwise eligible for participation in the Plan remarries, his/her
participation will cease with the effective date of his/ her
marriage.
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In the event of
an in-service death of a Participant not eligible to participate in
the Plan in Retirement as provided in Article 3.2, such
Participant’s Dependent(s) may continue participation in this
Plan for a 12-month period commencing the month following the month
in which such Participant dies as long as such Dependent(s) are
participating in the Basic Plans and are paying any applicable
contributions for this Plan as provided in Article 7. If
the Participant’s Dependent(s) are eligible for COBRA, they
will automatically be enrolled in COBRA so that there is no lapse
in coverage, and this 12-month coverage will be integrated and run
concurrently with COBRA coverage.
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ARTICLE
6 DISABILITY
6.1
Disability
. With respect to any
Participant who is receiving short term or long term disability
benefits under the Officer Disability Plan, participation under
this Plan will be as follows:
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The Participant
will be eligible to participate in this Plan for as long as he/she
receives short term or long term disability benefits under the
Officer Disability Plan.
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An individual
who became a Participant on or after January 1, 1999 will no longer
be eligible to participate in this Plan once long term disability
benefits under the Officer Disability Plan are discontinued, unless
the Participant is otherwise eligible for continued benefits under
this Plan.
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An Employee who
became a Participant before January 1, 1999, will be eligible for
participation in this Plan as follows:
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If the
individual is Retirement eligible at the time long term disability
benefits under the Officer Disability Plan commence, he/she will be
eligible to continue participation in this Plan on the same terms
and conditions that participation would be available to such
Participant in Retirement, regardless of his/her continued receipt
of long term disability benefits.
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If the
individual is not Retirement eligible at the time long term
disability benefits under the Officer Disability Plan commence,
he/she will be eligible to participate in this Plan for as long as
such Participant participates in the Basic Plans.
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ARTICLE
7 COSTS
7.1
Costs of the
Plan . Except as provided below in this
Article 7, costs and expenses incurred in the operation and
administration of this Plan will be borne by AT&T, and each
Subsidiary shall reimburse AT&T for applicable costs and
expenses attributable to Participants employed by it (and Retired
Participants formerly employed by it).
7.2
Active Participant
Contributions . An Eligible Employee electing to
participate in the Plan will pay to participate in the Plan while
in active service or while receiving short term or long term
disability benefits under the Officer Disability Plan. The
contribution for participation may change annually, effective at
the beginning of each Plan Year. Contributions to be
made by Participants electing to participate in the Plan during
active service or while receiving short term or long term
disability benefits under the Disability Plan shall be set annually
by the SEVP-HR, determined in the SEVP-HR’s sole and absolute
discretion. The SEVP-HR may adopt tiered rates for
similarly situated groups of Participants based on factors such as
the number of Dependents covered or Medicare
eligibility. Notwithstanding the foregoing, required
contributions for Executive Officers shall be approved by the Human
Resources Committee of the AT&T Inc. Board of
Directors.
7.3
Retired Participants
Contributions . Participants entitled to
participate in the Plan after Retirement or after termination of
long term disability benefits under the Officer Disability Plan who
elect to participate will pay to participate in the Plan. The
contribution for participation may change annually, effective at
the beginning of each Plan Year. Contributions to be
made by Participants entitled to participate in the Plan after
Retirement or after termination of long term disability benefits
under the Officer Disability Plan who elect to participate shall be
set annually by the SEVP-HR (in his/her sole and absolute
discretion), to the extent their contributions have not previously
been provided for in a separate agreement.
7.4
Survivor
Contributions. Upon the death of a Participant the
contribution percentage paid by the surviving spouse will be equal
to the contribution, adjusted (if applicable) for factors such as
the number of Dependents or Medicare eligibility that that would
have been paid by the Participant had he/she
survived. In the event there is no surviving spouse but
there are surviving eligible Dependents, such Dependents shall pay
a ratable share of the contribution, adjusted (if applicable) for
factors such as the number of Dependents or Medicare eligibility
that would have been paid by the Participant had he/she
survived.
In order to
continue participation, the Retired Participant or his/her
Dependent(s) must pay all applicable contributions.
If a Retired
Participant terminates participation at any time for any reason,
participation of that Retired Participant and his/her Dependent(s)
may not be reinstated for any reason.
ARTICLE
8 LOYALTY CONDITIONS
8.1 Participants
acknowledge that no coverage and benefits would be provided under
this Plan on and after January 1, 2010 but for the loyalty
conditions and covenants set forth in this Article, and that the
conditions and covenants herein are a material inducement to
AT&T’s willingness to sponsor the Plan and to offer Plan
coverage and benefits for the Participants on or after January 1,
2010. Accordingly, as a condition of receiving coverage
and any Plan benefits on or after January 1, 2010, each Participant
is deemed to agree that he shall not, without obtaining the written
consent of the Plan Administrator in advance, participate in
activities that constitute engaging in competition with AT&T or
engaging in conduct disloyal to AT&T, as those terms are
defined in this Section. Further and notwithstanding any
other provision of this Plan, all coverage and benefits under this
Plan on and after January 1, 2010 with respect to a Participant and
his or her Dependents shall be subject in their entirety to the
enforcement provisions of this Section if the Participant, without
the Plan Administrator’s consent, participates in an activity
that constitutes engaging in competition with AT&T or engaging
in conduct disloyal to AT&T, as defined below. The
provisions of this Article 8 as in effect immediately before such
date shall be applicable to Participant who retire before January
1, 2010.
8.2
Definitions . For purposes of this Article
and of the Plan generally
(1)
an
“Employer Business” shall mean AT&T, any
Subsidiary, or any business in which AT&T or a Subsidiary or an
affiliated company of AT&T has a substantial ownership or joint
venture interest;
(2)
“engaging in competition with AT&T” shall mean,
while employed by an Employer Business or within two
(2) years after the Participant’s termination of
employment, engaging by the Participant in any business or activity
in all or any portion of the same geographical market where the
same or substantially similar business or activity is being carried
on by an Employer Business. “Engaging in
competition with AT&T” shall not include owning a
nonsubstantial publicly trade
