Common use of TERMS OF THE MANAGEMENT AND OCCUPATIONAL INTERCHANGE AGREEMENTS Clause in Contracts

TERMS OF THE MANAGEMENT AND OCCUPATIONAL INTERCHANGE AGREEMENTS. The Interchange Agreements described in Sections 2.5(b) and 2.5(c) shall provide in a mutually agreeable manner for the following with respect to Transition Individuals: (i) prohibition of the commencement of benefits under any transferor AT&T or Lucent Pension Plan, and suspension of any benefits already commenced, with respect to any individual for whom the liability for benefits is transferred either from the AT&T Pension Plans to the Lucent Pension Plans or from the Lucent Pension Plans to the AT&T Pension Plans; (ii) transfer of service credit between the AT&T Plans and the Lucent Plans, where appropriate; (iii) transfer of assets and liabilities between the AT&T Pension Plans and the Lucent Pension Plans in the same manner and in accordance with the same methods and assumptions as prescribed by the MPA, regardless of whether such employees are covered by the MPA (but in no event shall a Transition Individual be entitled to obtain overlapping benefits under both the MPA and the Interchange Agreement); (iv) transfer of accounts between the AT&T Savings Plans and the Lucent Savings Plans; (v) transfer of accounts between the AT&T ESOP and the Lucent ESOP; (vi) transfer of accounts between the AT&T Stock Purchase Plan and the Lucent Stock Purchase Plan; (vii) mutual maintenance and recognition by the AT&T Health and Welfare Plans and the Lucent Health and Welfare Plans of the coverage elections and all amounts applied to deductibles and out-of-pocket maximums met under the other company's Health and Welfare Plans for plan years in the applicable Transition Period; (viii) mutual maintenance and recognition by the AT&T Health and Welfare Plans and the Lucent Health and Welfare Plans of all lifetime maximum benefits reached under the other company's Health and Welfare Plans; (ix) transfer of service credit, assets, and liabilities between the AT&T Executive Benefit Plans and the Lucent Executive Benefit Plans and the related trusts, insurance policies and other funding vehicles; (x) allocation and transfer of RFA assets and liabilities between the applicable AT&T Health and Welfare Plans and the applicable Lucent Health and Welfare Plans and the related trusts, insurance policies and other funding vehicles; and (xi) assumption of Individual Agreements. Each of the service crediting provisions described above shall be subject to any applicable "service bridging" or "break in service" rules under the AT&T Plans and the Lucent Plans.

TERMS OF THE MANAGEMENT AND OCCUPATIONAL INTERCHANGE AGREEMENTS. The Interchange Agreements described in Sections 2.5(b) and 2.5(c) shall provide in a mutually agreeable manner for the following with respect to Transition Individuals: (i) prohibition of the commencement of benefits under any transferor AT&T or Lucent Pension Plan, and suspension of any benefits already commenced, with respect to any individual for whom the liability for benefits is transferred either from the AT&T Pension Plans to the Lucent Pension Plans or from the Lucent Pension Plans to the AT&T Pension Plans; (ii) transfer of service credit between the AT&T Plans and the Lucent Plans, where appropriate; (iii) transfer of assets and liabilities between the AT&T Pension Plans and the Lucent Pension Plans in the same manner and in accordance with the same methods and assumptions as prescribed by the MPA, regardless of whether such employees are covered by the MPA (but in no event shall a Transition Individual be entitled to obtain overlapping benefits under both the MPA and the Interchange Agreement); (iv) transfer of accounts between the AT&T Savings Plans and the Lucent Savings Plans; (v) transfer of accounts between the -16- 26 AT&T ESOP and the Lucent ESOP; (vi) transfer of accounts between the AT&T Stock Purchase Plan and the Lucent Stock Purchase Plan; (vii) mutual maintenance and recognition by the AT&T Health and Welfare Plans and the Lucent Health and Welfare Plans of the coverage elections and all amounts applied to deductibles and out-of-pocket maximums met under the other company's Health and Welfare Plans for plan years in the applicable Transition Period; (viii) mutual maintenance and recognition by the AT&T Health and Welfare Plans and the Lucent Health and Welfare Plans of all lifetime maximum benefits reached under the other company's Health and Welfare Plans; (ix) transfer of service credit, assets, and liabilities between the AT&T Executive Benefit Plans and the Lucent Executive Benefit Plans and the related trusts, insurance policies and other funding vehicles; (x) allocation and transfer of RFA assets and liabilities between the applicable AT&T Health and Welfare Plans and the applicable Lucent Health and Welfare Plans and the related trusts, insurance policies and other funding vehicles; and (xi) assumption of Individual Agreements. Each of the service crediting provisions described above shall be subject to any applicable "service bridging" or "break in service" rules under the AT&T Plans and the Lucent Plans.