Short Term Incentive Plan [Amended] [1994] [2004] (2004)Full Document 

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(as amended March 1994 and January 2004)

1.     PURPOSE. The purpose of the AT&T Short Term Incentive Plan (the “Plan”) is to provide Officers of AT&T Corp. (the “Company”) and its Affiliates with incentive compensation based upon the level of achievement of financial and other performance criteria. The Plan will enhance the ability of the Company and its Affiliates to attract individuals of exceptional managerial talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depends.

2.     DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below:

           (a)        “Affiliate” shall mean (i) any Person that directly, or through one or more intermediaries, controls, is controlled by, or is under common control with, the Company or (ii)                any entity in which the Company has a significant equity interest, as determined by the Committee.

(b)         “Award” shall mean a cash payment of incentive compensation pursuant to this Plan.

(c)         “Board” shall mean the Board of Directors of the Company.

(d)         “Change in Control” shall have the same meaning assigned to that term in the AT&T 2004 Long Term Incentive Program (the “2004 LTIP”), as may be amended from time to time, and any successor thereto.

(e)         “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(f)         “Committee” shall mean the Compensation and Employee Benefits Committee of the Board, or any successor to such committee, which shall include at least two directors each of whom is an Outside Director, and “independent” within the meaning of the applicable rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange (or, in each case, any successor provision or term).

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