Make-Up Subaccounts. The balance in Participant’s Make-Up Subaccount shall vest or be forfeited under the same terms that would apply had such amount been part of the Participant’s account under the ESOP; provided, however that amounts so forfeited shall not be restored if the Participant is reemployed, regardless of whether similar forfeitures under the ESOP would be restored under the circumstances.

Application to Make-Up Subaccounts. If a Participant’s Make-Up Subaccount is not vested on a Scheduled Withdrawal Date for the associated Plan Year Account, payment in respect of such Make-Up Subaccount shall be made in a lump sum on March 15 immediately following the date of vesting or, if applicable as part of any installments payable in respect of such Plan Year Account.

“Make-Up Subaccount” shall mean a subaccount established within a Participant’s Plan Year Account to record the amount of any ESOP Make-Up Credit credited to the Participant for the applicable Plan Year. After December 31, 2012, Make-Up Subaccounts are no longer established in this Plan.

Lock-Up. For a period from the Effective Date until the twelve month anniversary of the Effective Date (the “Lock-Up Period”), Holder will not, directly or indirectly:

During the Lock-up Period (as defined below), the Holder irrevocably agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below) (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Purchaser; provided that if the Holder is the Chief Executive Officer of the Company, the Holder may offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, up to 500,000 of the Lock-up Shares (any such shares, “Transfer Shares”) provided that the person acquiring such Transfer Shares shall sign and deliver to the Parent a resale lock-up agreement substantially in the form of this resale lock-up agreement and the lock-up period for such Transfer Shares shall be no shorter than the Lock-Up Period applicable to the Transfer Shares immediately prior to their transfer.

The AT&T Pension Benefit Make Up Plan No. 1, which is also the successor plan, effective January 1, 2000, to the SNET Pension Benefit Plan and, effective January 1, 1999, to the Pacific Telesis Group Excess Benefit Plan.

Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 10.5 or Sections 2.4, 2.9, 2.13 or 10.2 in respect of Letters of Credit or Swing Loans shall be held and applied to the satisfaction of the specific Letter of Credit Obligations, Swing Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

Application. The provisions of this Section 19 apply to Participants who are employed by the Corporation or an Affiliate located in the United States and are subject to the laws of the United States as of the date of termination of the Participant's employment; provided, however, that to the extent the Participant is asked to execute an employment or other agreement with the Corporation or any Affiliate containing non-competition, non-solicitation, confidentiality, business ideas or similar restrictions (a “stand-alone restrictive covenant agreement”) after execution of this Award Agreement, the stand-alone restrictive covenant agreement and related enforcement provisions shall govern and the provisions of this Section 19 shall not apply. Notwithstanding the foregoing, sub-section # below shall apply in any case. For the avoidance of doubt, the provisions of this Section 19 shall supersede any restrictive covenants the Participant has entered into with the Corporation or any Affiliate prior to execution of this Award Agreement.

Adjustment of Fund Subaccounts. Each business day prior to the valuation date applicable under Article V to payment in respect thereof, each Fund Subaccount within a Participant’s Deferral Account # shall be credited or charged (as the case may be) with # an amount determined by multiplying the balance credited to such Subaccount as of the prior day, plus deferrals credited that day to such Subaccount, by the Investment Adjustment for the Fund to which such Subaccount relates, # shall be credited with any transfer to such Fund Subaccount from another such Subaccount, and charged with any transfer from such Fund Subaccount to another such Subaccount, and # shall be charged with the amount of any payments therefrom under the Plan.

Make-Whole Premium. The Make-Whole Premium when due pursuant to the terms of [Section 2.1.2(d)]; and