Executive Health Plan

Exhibit 10-h

SBC Communications Inc.


EXECUTIVE HEALTH PLAN

(Formerly the SUPPLEMENTAL HEALTH PLAN prior to September 1, 2001)


Effective: January 1, 1987
Revisions Effective: January 1, 2006


EXECUTIVE HEALTH PLAN


ARTICLE 1: PURPOSE

The Executive Health Plan ("Plan") provides Eligible Employees, certain Retired Eligible Employees, and each of their Dependents with supplemental medical, dental, and vision benefits.


ARTICLE 2: DEFINITIONS

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 SBC' s group managed care medical (known as the SBC Medical Plan), dental (non-DHMO option), and vision care plans (including the SBC Retiree Vision Care Program). For a Participant who Retired on or before August 31, 1992, Basic Plans shall mean the SBC 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 SBC Communications 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 SBC Communications Inc.


2.5 Dependent(s). " Dependent(s)" shall mean those individuals who would qualify as an Eligible Employee' s dependents under the terms of the major medical Basic Plan in which the Eligible Employee 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 SBC shall not be considered an Eligible Employee unless designated as such by the CEO.


2.8 Employer. "Employer" shall mean SBC Communications Inc. or any of its Subsidiaries.


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2.9 Officer. "Officer" shall mean an individual who is designated as an officer level Employee for compensation purposes on the records of SBC.


2.10 Participant. " Participant" shall mean an Eligible Employee or Retired Eligible Employee who has been designated to participate in the Plan and his or her Dependents.


2.11 Plan Year. " Plan Year" shall mean the calendar year.


2.12 Qualified Dependent. " Qualified Dependent" shall mean a Dependent who loses coverage under a COBRA Eligible Program due to a Qualifying Event.


2.13 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:


(1)

death of a covered Employee;


(2)

termination (other than by reason of such Employee' s gross misconduct) of an Employee' s employment;


(3)

reduction in hours of an Employee;


(4)

divorce or legal separation of an Employee or dissolution of an Employee' s registered domestic partnership;


(5)

an Employee' s entitlement to Medicare benefits; or


(6)

a Dependent child ceasing to qualify as a Dependent under a Program.


2.14 Retire or Retirement. " Retire" or "Retirement" shall mean the termination of an Eligible Employee's employment with SBC or any of its Subsidiaries, for reasons other than death, on or after the earlier of the following dates: (1) the date such Eligible Employee has attained age 55, and, for an Eligible Employee on or after January 1, 2002, has five (5) years of service, or (2) the date the Eligible Employee has attained one of the following combinations of age and service at termination of employment on or after April 1, 1997:


Net Credited Service

Age


25 years or more

50 or older


30 years or more

Any age


2.15 SEVP-HR. " SEVP-HR shall mean SBC' s highest ranking Officer, specifically responsible for human resource matters.


2.16 Subsidiary. "Subsidiary" shall mean any corporation, partnership, venture or other entity in which SBC 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


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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.


2.17 SBC. "SBC" shall mean SBC Communications 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 or her Dependents beginning on the effective date of the employee becoming an Eligible Employee.


Upon becoming an Eligible Employee, he or she shall have 90 days to elect to participate in this Plan. In order to continue participation, the Eligible Employee must pay all applicable contributions. If an Eligible Employee terminates participation in this Plan at any time for any reason, that Eligible Employee and his or her Dependents 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 Eligible Employee and his or her Dependents with respect to any Eligible Employee who became a Participant before January 1, 1999. Neither an Eligible Employee who became an Eligible Employee after December 31, 1998 nor his or her Dependents shall be eligible for participation hereunder on or after such Eligible Employee' 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 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 SBC 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 or her Dependents who are enrolled in such other SBC sponsored health plans, as if they were participating in the Basic Plans. At the next group enrollment opportunity for the Basic Plans, the Eligible Employee and his or her Dependents 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 Article, this Plan provides 100% payment, through reimbursement or otherwise, of all medical,


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dental, and vision services not paid under the Eligible Employee' 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 Eligible Employee or any one of his or her Dependents under this Plan shall not exceed $50,000 per Plan Year per individual, and benefits paid to any Eligible Employee and his or her Dependents under this Plan shall not exceed $100,000 total per Plan Year. Amounts paid to or on behalf of an Eligible Employee or his or her Dependents under (i) the Basic Plans, or if applicable, Substitute Basic Coverage, (ii) Medicare, or (iii) any other SBC 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 in the following order:

(1) Medicare, to the extent the Participant is eligible therefore and such claim is actually paid by Medicare,

(2) Basic Plans,

(3) CarePlus, if elected,

(4) Long Term Care Plan, if elected,

(5) this Plan.


4.4 Substitute Basic Coverage . Notwithstanding any other provision of this Plan to the contrary, if an Eligible Employee 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 Eligible Employee and his or her Dependents 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 Eligible Employee' 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 Eligible Employee' 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 SBC, 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:

(1) 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) 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 except for Medicare Part D relating to prescription drug coverage, in which case participation ceases for such Participant;


(3) The Eligible Employee' s termination of employment for reasons other than Death, Disability, or Retirement, in which case participation ceases for the Eligible Employee and his or her Dependents;


(4) The demotion or designation of an Eligible Employee so as to no longer be eligible to participate in the Plan, in which case participation ceases for the Eligible employee and his or her Dependents;


(5) The Eligible Employee (or Retired Eligible Employee) engages in competitive activity under Article 8, in which case participation ceases for the Eligible Employee (or Retired Eligible Employee) and his or her Dependents; or


(6) Discontinuance of the Plan by SBC, or, with respect to a Subsidiary' s Eligible Employees (or Retired Eligible Employees), such Subsidiary' s failure to make the benefits hereunder available to Eligible Employees employed by it (or its Retired Eligible Employees), in which case participation ceases for the Eligible Employee (or Retired Eligible Employee) and his or her Dependents.


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 Eligible Employee' s (or Retired Eligible Employee' s) death, the Eligible Employee' s (or Retired Eligible Employee' s) Dependents may continue participation in this Plan as follows:


(1)

In the event of the death of a Retired Eligible Employee such Retired Eligible Employee' 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.


(2)

In the event of an in-service death of an Eligible Employee eligible to participate in the Plan in Retirement as provided under Article 3.2, such Eligible Employee' 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


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applicable contributions for this Plan as provided in Article 7. If a surviving spouse of such Eligible Employee otherwise eligible for participation in the Plan remarries, his or her participation will cease with the effective date of his or her marriage.


(3)

In the event of an in-service death of an Eligible Employee not eligible to participate in the Plan in Retirement as provided in Article 3.2, such Eligible Employee' s Dependents may continue participation in this Plan for a 12 month period commencing the month following the month in which such Eligible Employee dies as long as such Dependents are participating in the Basic Plans and are paying any applicable contributions for this Plan as provided in Article 7.


ARTICLE 6: DISABILITY


6.1 Disability. With respect to any Eligible Employee who is receiving short term or long term disability benefits under the Officer Disability Plan, participation under this Plan will be as follows:


(1)

The Eligible Employee 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.


(2)

An individual who became an Eligible Employee 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 Eligible Employee is otherwise eligible for continued benefits under this Plan.


(3)

An Employee who became an Eligible Employee before January 1, 1999, will be eligible for participation in this Plan as follows:


(A) If the individual is Retirement eligible at the time long term disability benefits under the Off ...