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Distribution Distributed to all management employees, bargained employees, nonmanagement nonunion employees, LOA recipients, survivors of active employees and COBRA participants of all pre-merger SBC companies. Distributed to all retired management employees, retired bargained employees, retired nonmanagement nonunion employees, eligible LTD recipients, survivors of retired employees and COBRA participants of all pre-merger SBC companies. NIN: 78-2339 AT&T CarePlus – A Supplemental Medical Plan This summary of material modifications (SMM) is an update to the summary plan description (SPD) for the AT&T CarePlus – A Supplemental Medical Plan (formerly SBC CarePlus – A Supplemental Medical Plan). Please keep this SMM with your Program SPD. summary of material modifications CarePlus Summary of Material Modifications | March 2006 Important Benefits Information
Transcript

Distribution

Distributed to all management employees, bargained employees, nonmanagement nonunion employees, LOA recipients,survivors of active employees and COBRA participants of all pre-merger SBC companies.

Distributed to all retired management employees, retired bargained employees, retired nonmanagement nonunionemployees, eligible LTD recipients, survivors of retired employees and COBRA participants of all pre-merger SBC companies.

NIN: 78-2339

AT&T CarePlus – A Supplemental Medical Plan

This summary of material modifications (SMM) is an update to the summary plan description (SPD) for the AT&T CarePlus – A Supplemental Medical Plan (formerly SBC CarePlus – A SupplementalMedical Plan).

Please keep this SMM with your Program SPD.

summary of

material modifications

CarePlus Summary of Material Modifications | March 2006

Important Benefits Information

Important Information

This SMM is an attachment to your SPD for the Program. It is written for easy readability. Therefore, it may contain generalizations and informal language rather than precise legal terms. Also, this document only summarizes benefits and individual situations may vary. In all cases, the official documents for the Program govern and are the final authority on the terms of the Program, and, if there are any discrepancies between theinformation in the SMM, the SPD and the Program, the Program document will control. The AT&T companiesreserve the right to terminate or amend any and all of their employee benefit plans or programs, subject to anyapplicable collective bargaining agreement. Participation in the Program is neither a contract nor a guaranteeof future employment. Please keep this SMM with your SPD for future reference.

This SMM is provided for your information and review; no other action is necessary.

Page 3 NIN 78-2339

Introduction This SMM describes changes to CarePlus. The changes described in this SMM and their effective dates differ. Please review this SMM carefully to determine the changes and their effective dates. The changes and applicable effective dates will be noted at the beginning of each section. The Name of the Program has Changed Effective Nov. 18, 2005, the name of the Program has changed to AT&T CarePlus – A Supplemental Medical Plan. This change in name will not affect any Program provisions. Legally Recognized Partners are Now Eligible CarePlus has been amended, effective Jan. 1, 2006, to clarify the Company’s administration of benefits on behalf of an Employee’s or Retiree’s partner by clearly including as an Eligible Dependent, partners whose relationship with the Employee or Retiree is legally recognized by a jurisdiction, such as a civil union in Vermont, but whose relationship is not technically a registered domestic partnership as defined under the Program. To accomplish this, the more broadly defined classification “Legally Recognized Partner (LRP)” is now used to refer to all such partners, including Registered Domestic Partners (RDPs). Consistent with the treatment of an RDP, an LRP is treated as a Spouse. This is reflected in the following changes. Eligible Dependents In your SPD, the term Registered Domestic Partner is replaced with the term Legally Recognized Partner each place it appears, except in the definition of Registered Domestic Partner. The term Legally Recognized Partner is defined in the “Definitions” section on Page 14 of this SMM. Certain benefits provided to your LRP and their dependents will result in imputed income, unless applicable state and federal law recognizes your LRP as a Spouse or dependent for income tax purposes. This imputed income will be included in your state and federal wages on your W-2. If your LRP is a Spouse or dependent for state and federal tax purposes, you must contact the Eligibility and Enrollment Vendor and provide the required declaration to avoid imputed income. Refer to the Eligibility and Enrollment Vendor table on Page 67 of your SPD for contact information. Eligible Dependent Children of AIS-COS The information in this section reflects changes resulting from recent bargaining agreements. Midwest Region Active and Retired Bargained Employees and Former Bargained Employees on LTD The information in this section replaces footnote 3 at the top of Page 15 of the SPD. For information regarding Eligible Dependent Children provisions for Active and Retired Bargained Employees and former Bargained Employees on LTD of AIS-COS, refer to Appendix E at the end of this SMM. 3Exceptions apply to Active and Retired Bargained Employees and former Bargained Employees on LTD of AIS-IBEW Local 134 and AIS-COS. Refer to Appendix E for more details.

Page 4 NIN 78-2339

Covered Procedures for 2006 Below is a list of the Covered Procedures as of Jan. 1, 2006. Changes for 2006 are bolded. Although this list may change at any time and for any reason, Covered Procedures are reviewed at least annually. During this annual review, a procedure or treatment may be eliminated from coverage if, for example, it is determined that the procedure or treatment has become covered under most medical plans as “mainstream medical care” and is no longer considered investigational or experimental in nature.

CAREPLUS 2006 COVERED PROCEDURES AIDS/HIV Remune Vaccine Interleukins — 2, 16

Cancer Therapies Autologous Stem Cell (including bone marrow) Transplant with high dose chemotherapy (for Cancer)

• Breast Cancer • Lung Cancer (including small cell) • Colon Cancer • Brain Cancer (primary) • Osteosarcoma • Retinoblastoma • Rhabdomyosarcoma (metastatic) • Uterine/Fallopian Tube Cancer (including vaginal, cervical) • Metastatic Prostate Cancer (hormone-resistant)

Allogeneic Stem Cell (including bone marrow) Transplant with high dose chemotherapy • Advanced Renal Cell Carcinoma • Advanced Melanoma • Breast Cancer • HIV/AIDS • Severe Combined Immunologic Disorders (SCIDS)

Tandem (autologous followed by allogeneic) Stem Cell (including bone marrow) Transplant with high dose chemotherapy • Multiple Myeloma • Lymphomas (Hodgkins and non-Hodgkins) • Acute Leukemias

Cellular Vaccines for Melanoma and Other Cancers Oncotype DX: genetic diagnostic test to determine treatment course for breast cancer

Table continued on next page.

Page 5 NIN 78-2339

CAREPLUS 2006 COVERED PROCEDURES Cancer Therapies (continued) Gene Transfer Therapy

• Glioma • Leukemias • Lymphoma • Multiple Myeloma • Oropharyngeal Cancers • Heart Disease

Approved (FDA, NIH/NHLBI, NCI, Cancer-cooperative groups) Phase I, Phase II, or Phase III Clinical Trials for Cancer Therapies (See also Additional Procedures below)

Proton Beam Therapy for Head and Neck Cancers Radiofrequency Ablation

• Lung cancer • Bone Cancer (palliation) • Renal Cancer

Photodynamic Therapy • Bladder Cancer • Cutaneous Malignant Metastases (for example, breast cancer) • Barrett’s Esophagus and Esophageal Cancer

Autologous Stem Cell (including bone marrow) Transplant with high dose chemotherapy for Additional (non-cancer) Indications: • Systemic Lupus Erythematosis • Systemic Sclerosis • Rheumatoid Arthritis • Juvenile Rheumatoid Arthritis • Dermatomyositis • Polymyositis • Multiple Sclerosis • HIV/AIDS • Crohn’s Disease • Ulcerative Colitis

Table continued on next page.

Page 6 NIN 78-2339

CAREPLUS 2006 COVERED PROCEDURES

Multiple Sclerosis T-Cell Vaccination (antigen immunotherapy) Bacille Calmette-Guerin – (BCG) Plasmapheresis Interferon (alpha, gamma) Interleukin-2-toxin Anti-T-Cell Monoclonal Antibodies T-Cell Receptor Therapy Transforming Growth Factor Beta (TGF)

Cardiac/Vascular Procedures Dynamic Cardiomyoplasty Mini-Ventricular Assist Device (Mini-VAD) — Designated Emergency Covered Procedure 2nd Generation VAD (e.g., Heartmate II, III, Jarvik 2000, Abiocor, DeBakey) — Designated Emergency

Covered Procedure Artificial Heart (for infants, for example, Berlin Heart) — Designated Emergency Covered Procedure Artificial Heart (for adults e.g., non-CardioWest devices, Jarvik, Abiocor, DeBakey) — Designated

Emergency Covered Procedure Percutaneous Transmyocardial Laser Revascularization Percutaneous mitral valve replacement surgery (e.g., Evalve Inc. device inserted via catheter) Photoangioplasty Muscle Tissue Replacement (stem cell transplant)

• Heart Failure • Ischemic Heart Disease

Merci Retriever (for acute cerebral blood clots/stroke) — Designated Emergency Covered Procedure Acorn CorCap (mesh) for Heart Failure Wearable Automatic External Defibrillator (where traditional implantation surgery is not technically feasible or

advisable) Extra-cranial/Intra-cranial vascular bypass (for stroke prevention)

Surgical Procedures Fetal Surgery for the following indications:

• Spina Bifida • Congenital Heart Disease

Artificial Spinal Disk (cervical and lumbar disks) Corneal Stem Cell Transplant Sural Nerve Transplant (in conjunction with radical prostatectomy for prostate cancer)

Table continued on next page.

Page 7 NIN 78-2339

CAREPLUS 2006 COVERED PROCEDURES

Surgical Procedures (continued) Artificial Liver (BAL) Artificial Pancreas Islet Cell Transplant Adjustable Skeletal Prosthesis (for example, repiphysis) — for Children

Additional Procedures Enterra Gastric Stimulator (humanitarian use for gastroparesis) On Trial Basis: Access to eCleveland Clinic Web-based Health Benefits

• Online Second Opinion for certain life-threatening and life-altering conditions Intradiscal Electrothermal Catheterization (IDET) for Chronic Discogenic Back Pain Botulinum Toxin (Botox) for:

• Migraine Prophylaxis • Spasticity associated with Traumatic Brain Injury • Severe Paradoxical Vocal Cord Movement (functional airway obstruction) • Trismus and Stridor in Amyotropic Lateral Sclerosis • Refractory Gastroparesis (Idiopathic and Diabetic) • Neurogenic Bladder

Interferon Therapy for: • Hepatitis B • AIDS-Related Complex • Cytomegalic Virus (CMV) • Varicella Zoster Virus

Emerging treatments or therapies for cancer and other severe, life-threatening diseases that are conducted pursuant to an FDA, NIH, NCI, or Cancer-cooperative group approved Phase I, II or Phase III Clinical Trial. In the event a covered person is not formally a participant in the approved Clinical Trial, such treatment or therapy must be administered under the direction of a physician, follow the protocols and procedures utilized in the trial and be delivered at a facility that has been designated as a participant under the approved FDA, NIH, NCI, or Cancer-cooperative group for Phase I, II or Phase III Clinical Trial.

Approved (FDA, NIH, Neurologic-cooperative groups) Phase I or Phase II Clinical Trials for Diagnosis and/or Treatment of Alzheimer’s Disease

Rituximab (anti B-Cell) Therapy for: • Systemic Lupus Erythematosis • Rheumatoid Arthritis • Systemic Sclerosis • ANCA – positive vasculitis

Nitric Oxide Therapy for premature, NICU-confined infants — Designated Emergency Covered Procedure

Vagus Nerve Stimulator for treatment of Chronic Refractory, Major Depression

Page 8 NIN 78-2339

IMPORTANT: Designated Emergency Covered Procedures, including, artificial heart procedures, the Mini-VAD, 2nd Generation VAD, the Merci retriever procedure, and nitric oxide therapy for premature infants, may be approved by the CarePlus Coordinator retrospectively. Notification is required within three business days of the Emergency Covered Procedure being performed. Failure to provide timely notification to the CarePlus Coordinator of a designated Emergency Covered Procedure will result in a $500 reduction in the benefits that would otherwise be payable. As of Dec. 31, 2005, the following procedures have been eliminated from coverage: Natalizumab Therapy; and Batista Procedure

Lifetime Maximum Benefit on Covered Procedures Eliminated As of Jan. 1, 2006, the lifetime maximum benefit under the Program of $500,000 (for expenses related to Covered Procedures and covered services) for each Participant will no longer apply. Although the lifetime maximum benefit on Covered Procedures has been eliminated, the following lifetime maximum benefits still apply: A $10,000 lifetime travel allowance for a travel companion(s) to accompany you to a facility

where a Covered Procedure will be performed, as long as he or she lives at least 50 miles from the facility where the procedure is being performed.

A $15,000 lifetime maximum for professional air ambulance transportation for the patient to

the facility where an approved Covered Procedure is to be performed when it is deemed to be necessary by the Claims Administrator.

Contributions Waived Through Dec. 31, 2006 Generally, CarePlus is funded through Employee and Retiree contributions that are paid into the SBC Voluntary Employees’ Beneficiary Association (VEBA) Trust. However, beginning March 1, 2006, through the end of 2006, Participant contributions will not be required. This waiver of Participant contributions will not affect coverage provided under the Program, and Participant contributions will resume on Jan. 1, 2007.

Page 9 NIN 78-2339

In the Event of the Death of the Employee or Retired Employee Currently, coverage for your enrolled dependent(s) will continue through the month in which your death occurs. Following your death, your Eligible Dependents who are enrolled as of the date of your death have the option to continue CarePlus coverage only through COBRA, as provided by federal law. For covered Employees or Retired Employees who die on or after March 1, 2006, coverage for enrolled dependent(s) will continue in CarePlus under the same eligibility provisions as would otherwise apply to their continuation of eligibility for survivor coverage under the company-sponsored medical plan for which the surviving dependent(s) is eligible. For more information regarding the survivor coverage under the company-sponsored medical plan, refer to the SPD, or subsequent SMMs, that describe eligibility for the applicable medical plan. The election to continue coverage under CarePlus is separate from any election made concerning the applicable medical plan. The waiver of Participant contributions described above will also apply to your surviving dependent(s). When Participant contributions resume on Jan. 1, 2007, the surviving dependent(s) will be required to pay the contribution for CarePlus coverage.

Page 10 NIN 78-2339

Eligibility and Enrollment You must enroll in CarePlus to participate. The frequency of enrollment opportunity varies depending on your management or bargained classification, active or inactive status and other factors. The following tables reflect changes resulting from recent bargaining agreements, the movement of employees from SBCTI-OutRegion to ASI and a correction to information concerning new hires of ASI-Telecom OutRegion. The tables replace the corresponding tables beginning on Page 8 of the SPD:

ELIGIBLE ACTIVE BARGAINED EMPLOYEES (EXCLUDING REHIRED RETIREES)1

EAST REGION

PARTICIPATING COMPANY/CLASSIFICATION ENROLLMENT OPPORTUNITY2

NEW HIRE OR CHANGE IN STATUS ENROLLMENT WINDOW3

You work for SNET, SNEAM, SNEDG, SNEWT, ASI-SNET, SBCSI-SNET or OPS-SNET, and: Your status is classified by your

company as Active, bargained, and Regular, Term or Temporary.

You work for SNEIS, and: Your status is classified by your

company as Active, bargained, and Regular or temporary (term Employees

are not covered under the bargaining agreement).

Recurrent (currently every

three years)

Within 31 days of the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials.

If you are a new hire, the effective date of coverage is the first of the month following your hire date.

You work for ASI-Telecom OutRegion, and: Your status is classified by your

company as Active, bargained, and Regular or temporary (term Employees

are not covered under the bargaining agreement).

Recurrent (currently every

three years)

Within 31 days of the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials.

If you are a new hire, the effective date of coverage is retroactive to your hire date.

Notes: 1Refer to Appendix C of the SPD: Special Rehired Retiree Provisions for rehired Retiree information. 2 Enrollment Opportunity: Coverage is effective on the Jan. 1 after annual or recurrent enrollment. 3If you experience a change in status event, such as marriage, divorce, or the birth or adoption of a Child, refer to the “Change in Status Events” section on Page 16 of the SPD for more details.

Page 11 NIN 78-2339

ELIGIBLE BARGAINED EMPLOYEES (EXCLUDING REHIRED RETIREES)1

MIDWEST REGION

PARTICIPATING COMPANY/CLASSIFICATION ENROLLMENT OPPORTUNITY2

NEW HIRE OR CHANGE IN STATUS ENROLLMENT WINDOW3

You work for ILB (CWA, IBEW and Engineering Assistants), INB (CWA and IBEW), MIB, OHB, WIB, ASI-AIT (CWA and IBEW), SBCSI-AIT (CWA and IBEW), ADS-AIT (CWA and IBEW, SBLD-AIT AIS (CWA and IBEW Local 21) or ADV and: Your status is classified by your

company as Active, bargained, and Regular or limited term.

Note: Temporary Employees are not eligible for CarePlus benefits. You work for AIS (IBEW Locals 494 and 134), and: Your status is classified by your

company as Active, bargained and, Regular (limited term or temporary

Employees are not covered under the bargaining agreement ).

You work for AIS-COS, and: Your status is classified by your

company as Active, bargained and, Regular, Term or limited term

(temporary Employees are not covered under the bargaining agreement).

Annual

Within 31 days of the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials.

If you are a new hire, the effective date of coverage is retroactive to your hire date.

You work for AIS (IBEW Local 58), and: Your status is classified by your

company as Active, bargained and, Regular (limited term or temporary

Employees are not covered under the bargaining agreement).

Recurrent (currently every

three years)

Within 31 days of the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials.

If you are a new hire, the effective date of coverage is retroactive to your hire date.

Notes: 1Refer to Appendix C of the SPD: Special Rehired Retiree Provisions for rehired Retiree information. 2 Enrollment Opportunity: Coverage is effective on the Jan. 1 after annual or recurrent enrollment. 3 If you experience a change in status event, such as marriage, divorce, or the birth or adoption of a Child, refer to the “Change in Status Events” section on Page 16 of the SPD for more details.

Page 12 NIN 78-2339

ELIGIBLE ACTIVE BARGAINED EMPLOYEES (EXCLUDING REHIRED RETIREES)1

SOUTHWEST REGION

PARTICIPATING COMPANY/CLASSIFICATION ENROLLMENT OPPORTUNITY2

NEW HIRE OR CHANGE IN STATUS ENROLLMENT WINDOW3

You work for SWBT, SBCSI-SWBT, ASI-SWBT, SBC-OPS-SWBT or SBYP, and: Your status is Active, bargained, and Regular or temporary (term Employees

are not covered under the bargaining agreement).

Recurrent (currently every

three years)

Within 31 days of the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials.

If you are a new hire, the effective date of coverage is the first of the month following your hire date.

You work for SBVS-SWBT or SMSI, and: Your status is Active, bargained, and Regular or temporary (term Employees

are not covered under the bargaining agreement).

Annual

Within 31 days of the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials.

If you are a new hire, the effective date of coverage is the first of the month following your hire date.

You work for SWBAG, and: Your status is Active, bargained, and Regular.

Note: Temporary Employees are not eligible for CarePlus benefits (term Employees are not covered under the bargaining agreement).

Annual

Within 31 days of the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials.

If you are a new hire, the effective date of coverage is retroactive to your hire date.

Notes: 1Refer to Appendix C of the SPD: Special Rehired Retiree Provisions for rehired Retiree information. 2 Enrollment Opportunity: Coverage is effective on the Jan. 1 after annual or recurrent enrollment. 3 If you experience a change in status event, such as marriage, divorce, or the birth or adoption of a Child, refer to the “Change in Status Events” section on Page 16 of the SPD for more details.

Page 13 NIN 78-2339

ELIGIBLE ACTIVE BARGAINED EMPLOYEES (EXCLUDING REHIRED RETIREES)1

WEST REGION

PARTICIPATING COMPANY/CLASSIFICATION ENROLLMENT OPPORTUNITY2

NEW HIRE OR CHANGE IN STATUS ENROLLMENT WINDOW3

You work for PB (CWA, IBEW Local 1269 and TIU), NB, PBIS (maintenance notification clerks), SBCSI-PB, ASI-PB or SBVS-PB, and: Your status is Active, bargained, and Regular or term.

Note: Temporary Employees are not eligible for CarePlus benefits.

Recurrent (currently every

three years)

Within 31 days of the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials.

If you are a new hire, the effective date of coverage is the first of the month following your hire date.

You work for: PBD (IBEW Local 1269 and Local 2139) or DGA, and: Your status is Active, bargained, and Regular or term.

Note: Temporary Employees are not eligible for CarePlus benefits.

Recurrent (currently every

three years)

Within the end of the month following the month in which the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials occurs.

If you are a new hire, the effective date of coverage is the first of the month following your hire date.

You work for SBLD-CWA or PBIS-CCO, and: Your status is classified by your

company as Active, bargained, and Regular or temporary (term Employees

are not covered under the bargaining agreement).

You work for SBCIS or AIS-CA/NV, and Your status is classified by your

company as Active, bargained, and Regular (term or temporary Employees

are not covered under the bargaining agreement).

Annual

Within 31 days of the later of your date of hire, the date a change in status event occurs, or the date on your enrollment materials.

If you are a new hire, the effective date of coverage is retroactive to your hire date.

Notes: 1Refer to Appendix C of the SPD: Special Rehired Retiree Provisions for rehired Retiree information. 2 Enrollment Opportunity: Coverage is effective on the Jan. 1 after annual or recurrent enrollment. 3 If you experience a change in status event, such as marriage, divorce, or the birth or adoption of a Child, refer to the “Change in Status Events” section on Page 16 of the SPD for more details.

Page 14 NIN 78-2339

Former Employees on Long-Term Disability Your enrollment opportunities vary depending on your management or bargained classification, and other factors. The following table reflects changes resulting from recent bargaining agreements and the movement of employees from SBCTI-OutRegion to ASI. The table replaces the corresponding table on Page 13 of the SPD:

FORMER EMPLOYEES ON LONG-TERM DISABILITY REENROLLMENT OPPORTUNITIES1

PARTICIPATING COMPANY/CLASSIFICATIONCHANGE IN STATUS EVENT

Management Limited to LTD Recipient and existing Eligible Dependents2

Bargained: Southwest Region Limited to LTD Recipient and existing Eligible Dependents2

East Region (excludes ASI-Telecom OutRegion)

LTD Recipient, existing Eligible Dependents and newly acquired dependents

Midwest Region (excludes AIS-COS) LTD Recipient, existing Eligible Dependents and newly acquired dependents

West Region (excludes SBLD-CWA, SBCIS and AIS-CA/NV)

LTD Recipient, existing Eligible Dependents and newly acquired dependents

ASI-Telecom OutRegion, SBLD-CWA, SBCIS, AIS-COS, and AIS-CA/NV Limited to LTD Recipient and existing Eligible Dependents2

Notes: 1There is no opportunity to enroll during the annual Enrollment Period. 2Newly acquired dependents are ineligible for enrollment.

Definitions The following definitions are added to the “Definitions” section beginning on Page 71 of the SPD. Legally Recognized Partner. Legally Recognized Partner (LRP) means any individual who: Is a Registered Domestic Partner, or Has entered into a same-gender relationship with an Employee, Retired Employee or

Participant, as applicable, pursuant to and in accordance with state or local law, such as marriage, civil union or other legally recognized arrangement, that provides similar legal benefits, protections and responsibilities under state law to those afforded to a Spouse.

A Primary Subscriber who has a Spouse is not permitted to designate an LRP or to designate more than one LRP during the same period. In addition, a Primary Subscriber is not permitted to designate different LRPs for different plans or programs during the same period. Primary Subscriber. A Primary Subscriber is an active Employee, Retired Employee, surviving Spouse/dependent or former Employee who is eligible and enrolled for coverage. A Primary Subscriber is not an active Employee, Retired Employee, surviving dependent or former active Employee who is covered as a dependent on another active Employee’s, Retired Employee’s, surviving dependent’s or former active Employee’s coverage.

Appendix A: Page 1 of 10 NIN 78-2339

Appendix A: Participating Companies, Company Acronyms and General Employee/Retired Employee Participation Information The East Region table beginning on Page 2 of Appendix A of the SPD is replaced with the following new table.

EAST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

SNET Advanced Services, Inc.* SNETAS*

Active Employees: N/A Former Employees only

N/A

SNET America, Inc. SNEAM

Active and Former Employees Active and Former Employees

SNET America, Inc. (CLEC)* SNEAMCLEC*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

SNET Diversified Group, Inc. SNEDG

Active and Former Employees Active and Former Employees

SNET Information Services, Inc. SNEIS

Active and Former Employees Active and Former Employees

SNET Mobility Resources, LLC* SNEMOB*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

SNET Personal Vision, Inc.* SNEPV*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

Southern New England Telecommunications Corporation* SNETCOMM*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

The Southern New England Telephone Company SNET

Active and Former Employees Active and Former Employees

Table continued on next page.

Appendix A: Page 2 of 10 NIN 78-2339

EAST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

Springwich Cellular Limited Partnership* SNECLP*

Active Employees: N/A Former Employees only

N/A

The Woodbury Telephone Company SNEWT

Active and Former Employees Active and Former Employees

Important: The companies listed below have Employees in the areas where SNET companies typically are located, but are considered Southwest companies because the companies operate in multiple company locations. Please refer to the Southwest Companies table included in this appendix for information regarding these companies. AT&T Operations, Inc. (formerly SBC Operations, Inc.) AT&T Services, Inc. (formerly SBC Services, Inc.) SBC Advanced Solutions, Inc.

*This company is not currently a Participating Company; however, former Employees may participate either through COBRA or as eligible former Employees if the applicable criteria are met.

Appendix A: Page 3 of 10 NIN 78-2339

The Midwest Region table beginning on Page 4 of Appendix A of the SPD is replaced with the following new table.

MIDWEST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

AMC Resources* AMC*

Active Employees: N/A Former Employees only

N/A

Ameritech Advanced Data Services of Illinois, Inc. Ameritech Advanced Data Services of Indiana, Inc. Ameritech Advanced Data Services of Michigan, Inc. Ameritech Advanced Data Services of Ohio, Inc. Ameritech Advanced Data Services of Wisconsin, Inc. ADS-AIT

Active and Former Employees Active and Former Employees

Ameritech Communications, Inc. (Delaware)* ACI*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

Ameritech Interactive Media, Inc.* IYP*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

Ameritech Interactive Media Services, Inc.* AIM*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

Ameritech Mobile Services, Inc.* AMS*

Active Employees: N/A Former Employees only

N/A

Ameritech New Media, Inc.* NME*

Active Employees: N/A Former Employees only

N/A

Ameritech Publishing, Inc. ADV

Active and Former Employees Active and Former Employees

Table continued on next page.

Appendix A: Page 4 of 10 NIN 78-2339

MIDWEST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

Ameritech Services, Inc. ASI-AIT

Active and Former Employees Active and Former Employees

AMPS of Illinois* AMP*

Active Employees: N/A Former Employees only

N/A

APIL Partners Partnership* APL*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

AT&T Capital Services, Inc. (formerly Ameritech Credit Corporation) CRD

Active and Former Employees N/A

AT&T Teleholdings, Inc. (formerly Ameritech Corporation)* ACP*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

Illinois Bell Telephone Company ILB

Active and Former Employees Active and Former Employees

Indiana Bell Telephone Company, Inc. INB

Active and Former Employees Active and Former Employees

Michigan Bell Telephone Company MIB

Active and Former Employees Active and Former Employees

The Ohio Bell Telephone Company OHB

Active and Former Employees Active and Former Employees

SBC DataComm, Inc.* ORC*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

Table continued on next page.

Appendix A: Page 5 of 10 NIN 78-2339

MIDWEST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

SBC Global Services, Inc. AIS AIS-CA/NV AIS-COS AIS-CWA AIS-IBEW Locals 21, 58, 134 and 494

Active and Former Employees Active and Former Employees

Wisconsin Bell, Inc. WIB

Active and Former Employees Active and Former Employees

Important: The companies listed below have Employees in the areas where Ameritech companies typically are located, but are considered Southwest companies because the companies operate in multiple company locations. Please refer to the Southwest Companies table included in this appendix for information regarding these companies. AT&T Services, Inc. (formerly SBC Services, Inc.) SBC Long Distance, Inc. (formerly Southwestern Bell Communications Services, Inc).

*This company is not currently a Participating Company; however, former Employees may participate either through COBRA or as eligible former Employees if the applicable criteria are met.

The Southwest Region table beginning on Page 7 of Appendix A of the SPD is replaced with the following new table.

SOUTHWEST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

Associated Directory Services, Inc.* ADS*

Active Employees: N/A Former Employees only

N/A

AT&T Messaging, LLC (formerly Southwestern Bell Messaging Services, Inc.) SMSI

Active and Former Employees Active and Former Employees

Table continued on next page.

Appendix A: Page 6 of 10 NIN 78-2339

SOUTHWEST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

AT&T Operations, Inc. (formerly SBC Operations, Inc.) SBC-OPS-SWBT OPS-SNET

Active and Former Employees Active and Former Employees

AT&T Services, Inc. (formerly SBC Services, Inc.) SBCSI-SWBT SBCSI-PB SBCSI-SNET SBCSI-AIT

Active and Former Employees Active and Former Employees

AWACS Resources, LLC* CELL1*

Active Employees: N/A Former Employees only

N/A

Callisma, Inc. CALI

Active and Former Employees N/A

SBC Advanced Solutions, Inc. ASI-SBC ASI-PB ASI-SNET ASI-Telecom OutRegion

Active and Former Employees Active and Former Employees

SBC Asset Management Inc.* AMI*

Active Employees: N/A Former Employees only

N/A

SBC Global Management Support, LLC SBC-GMS

Active and Former Employees N/A

SBC International, Inc. SBCI

Active and Former Employees N/A

SBC International-Management Services, Inc. SBCI-MSI

Active and Former Employees N/A

Table continued on next page.

Appendix A: Page 7 of 10 NIN 78-2339

SOUTHWEST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

SBC IP Communications* IPC*

Active Employees: N/A Former Employees only

N/A

SBC Laboratories, Inc. (formerly SBC Technology Resources, Inc.) SBCTRI

Active and Former Employees N/A

SBC Long Distance, Inc. (formerly Southwestern Bell Communications Services, Inc.) SBLD-AIT SBLD-CWA

Active and Former Employees Active and Former Employees

SBC Management Services, L.P. SBC-MSI

Active and Former Employees N/A

SBC Management Services USA, Inc.* MSI-USA*

Active Employees: N/A Former Employees only

N/A

SBC Telecom, Inc.* SBCTI-SWBT* SBCTI-PB* SBCTI-SNET* SBCTI-AIT* SBCTI-OutRegion*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

SBC Ventures, Inc.* (No acronym)

Active Employees: N/A Former Employees only

N/A

SBMS Resources, LLC* Includes: Cellular One – Boston, Illinois, Upstate New York and Washington/Baltimore SBMS*

Active Employees: N/A Former Employees only

N/A

Southwestern Bell Advertising L.P. SBA

Active and Former Employees N/A

Table continued on next page.

Appendix A: Page 8 of 10 NIN 78-2339

SOUTHWEST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

Southwestern Bell Advertising Group, Inc. SWBAG

Active and Former Employees Active and Former Employees

Southwestern Bell Internet Services, Inc.* SBIS*

Active Employees: N/A Former Employees only

N/A

Southwestern Bell Printing Company* SBPR*

Active Employees: N/A Former Employees only

N/A

Southwestern Bell Telecommunications, Inc.* SBT*

Active Employees: N/A Former Employees only

Active Employees: N/A Former Employees only

Southwestern Bell Telephone Company L.P. SWBT

Active and Former Employees Active and Former Employees

Southwestern Bell Video Services, Inc. SBVS-SWBT SBVS-PB

Active and Former Employees Active and Former Employees

Southwestern Bell Yellow Pages, Inc. SBYP

Active and Former Employees Active and Former Employees

Southwestern Bell Wireless Resources, LLC* SWBW*

Active Employees: N/A Former Employees only

N/A

*This company is not currently a Participating Company; however, former Employees may participate either through COBRA or as eligible former Employees if the applicable criteria are met.

Appendix A: Page 9 of 10 NIN 78-2339

The West Region table beginning on Page 11 of Appendix A of the SPD is replaced with the following new table.

WEST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

Nevada Bell Telephone Company NB

Active and Former Employees Active and Former Employees

Pacific Bell Directory PBD

Active and Former Employees Active and Former Employees

Pacific Bell Information Services PBIS (maintenance notification clerks) PBIS-CCO

Active and Former Employees Active and Former Employees

Pacific Bell Telephone Company PB

Active and Former Employees Active and Former Employees

Pacific Bell Wireless, LLC* PBW*

Active Employees: N/A Former Employees only

N/A

Pacific Telesis Group* HC*

Active Employees: N/A Former Employees only

N/A

Pacific Telesis Shared Services* PTSS*

Active Employees: N/A Former Employees only

N/A

PBD Holdings dba Digital Graphics ADvantage DGA

Active and Former Employees Active and Former Employees

SBC Interactive* SBC-IA*

Active Employees: N/A Former Employees only

N/A

Table continued on next page.

Appendix A: Page 10 of 10 NIN 78-2339

WEST REGION COMPANIES

PARTICIPATING COMPANY COMPANY ACRONYM

PARTICIPATION BY ACTIVE (MANAGEMENT EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

PARTICIPATION BY ACTIVE (BARGAINED EMPLOYEES, STD AND LOA PARTICIPANTS) AND FORMER EMPLOYEES (RETIRED BARGAINED EMPLOYEES, LTD RECIPIENTS AND THOSE ELIGIBLE FOR COBRA COVERAGE)

SBC Internet Services, Inc. (formerly Pacific Bell Internet Services) SBCIS

Active and Former Employees Active and Former Employees

Important: The companies listed below have Employees located in areas where Pacific Telesis companies typically are located, but are considered Southwest companies because the companies operate in multiple company locations. Please refer to the Southwest Companies table included in this appendix for information regarding these companies. AT&T Services, Inc. (formerly SBC Services, Inc.) Calisma, Inc. SBC Advanced Solutions, Inc. SBC Long Distance, Inc. (formerly Southwestern Bell Communications Services, Inc.) Southwestern Bell Video Services, Inc.

Please refer to the Midwest Region table included in this appendix for information regarding this company. SBC Global Services, Inc.

*This company is not currently a Participating Company; however, former Employees may participate either through COBRA or as eligible former Employees if the applicable criteria are met.

Appendix B: Page 1 of 1 NIN 78-2339

Appendix B: Retired Employees The following section reflects changes resulting from recent bargaining agreements. The information below replaces the Midwest Region section beginning on Page 8 of Appendix B in the SPD. Retired Bargained Employees Midwest Region A Bargained Employee of a Participating Company who, at termination of employment, is granted a service or disability pension under and pursuant to the provisions of the applicable pension plan (including a service pension granted under an early retirement program) is considered a Retired Employee with the following exceptions:

A former Ameritech Publishing Ventures, Inc. Bargained Employee, who was a Participant in the Employees’ Pension Plan of Ameritech Publishing Ventures, Inc. on or before Dec. 31, 1993, or who would have been a Participant in that plan on Jan. 1, 1994, had he or she not been transitioned to Ameritech Advertising Services on Jan. 1, 1994, and who has met all of the following requirements:

• The Employee’s employment was transitioned from Ameritech Publishing Ventures, Inc. to Ameritech Advertising Services on Jan. 1, 1994; and

• The Employee’s employment was terminated from a member of the SBC Controlled Group of Companies on or after Oct. 8, 1999, or from a member of the Ameritech Controlled Group of Companies on or after Jan. 1, 1994, and before Oct. 8, 1999, and as of the date of such termination the Employee attains:

° At least 62 years of age, regardless of NCS, or

° At least 55 years of age with 10 or more years of NCS. AIS-COS Bargained Employees must meet the Modified Rule of 75 as described in the

“Retired Management Employees” section on Page 1 of Appendix B in the SPD.

Appendix C: Page 1 of 1 NIN 78-2339

Appendix C: Special Rehired Retiree Provisions The information in this section reflects changes resulting from recent bargaining agreements. The table below replaces the corresponding table on Page 2 of Appendix C in the SPD.

ELIGIBLE MIDWEST AND SOUTHWEST REGION ACTIVE BARGAINED REHIRED RETIREES IF … THEN …

You work for a Participating Company (excluding SWBAG and AIS-COS) and

You were rehired any date.

The rules that apply to Active Bargained Employees will apply to you.*

Upon your subsequent re-retirement, the benefits for you and your Eligible Dependents will be governed by the rules applicable to similarly situated Retired Employees, based on your subsequent retirement date.

*Exception: Temporary Employees ineligible for CarePlus while on Active payroll will continue their Retiree coverage.

You work for SWBAG or AIS-COS and

You were rehired on or after Jan. 1, 2002.

Your benefits are not affected by your rehire. The benefits for you and your Eligible Dependents continue to be governed by the rules applicable to similarly situated Retired Employees, based on your original retirement date. You do not need to re-enroll yourself or your Eligible Dependents upon rehire.

You work for SWBAG or AIS-COS and

You were rehired before Jan. 1, 2002.

The rules that apply to Active, Bargained Employees will apply to you.*

Upon your subsequent re-retirement, the benefits for you and your Eligible Dependents will be governed by the rules applicable to similarly situated Retired Employees, based on your subsequent retirement date.

*Exception: Temporary Employees ineligible for CarePlus while on Active payroll will continue their Retiree coverage.

Appendix D: Page 1 of 1 NIN 78-2339

Appendix D: Employees/Retirees Whose Classification Is Neither Management nor Bargained and Employees Who Are Newly Represented by a Union The information in this section reflects changes resulting from recent bargaining agreements, movement of employees from SBCTI-OutRegion to ASI and corrected information concerning nonmanagement nonunion Employees of AIS. Replace Appendix D in the SPD with the following: Employees/Retirees Whose Classification Is Neither Management nor Bargained If you are an Active or Retired Employee of any Participating Company, except those listed below, and your classification is neither management nor bargained, for purposes of determining your benefits under this SMM, your classification is bargained. If you are an Active or Retired Employee of the following Participating Companies, and your classification is neither management nor bargained, for purposes of determining your benefits under this SMM, your classification is management: ASI-Telecom OutRegion SWBAG DGA AIS

Refer to Appendix A of the SPD for a complete list of company names and their associated acronyms. Employees Who Are Newly Represented by a Union If you are part of an Employee group that is newly represented by a union, then until such time as new benefits are bargained and become effective, the benefit provisions that apply to you as an Active Employee are generally the same as those that applied to you on the date that the union was recognized as your representative or had been previously announced. However, there may be exceptions.

IF YOU ARE AN EMPLOYEE OF … THEN THE CLASSIFICATION THAT PERTAINS TO YOU IN THIS SMM IS …

AND THE EXCEPTIONS TO YOUR BENEFIT PROVISIONS AS OF THE EFFECTIVE DATES IN THIS SMM ARE ...

SBC Global Services, Inc. and your job title is Warehouser Management

Preauthorization requirements are not waived for Emergency Covered Procedures.

The $500,000 lifetime maximum benefit for all expenses related to Covered Procedures and covered services still applies.

The waiver of Participant contributions from March 1, 2006, through the end of 2006, does not apply.

The Eligibility for company extended coverage for surviving dependents does not apply.

Note: This SMM reflects benefit provisions as of the effective date of Jan. 1, 2006. Any benefit provisions that apply to you and are effective on a later date are not reflected in this SMM. They will be communicated separately in a later SMM to this SPD.

Appendix E: Page 1 of 1 NIN 78-2339

Appendix E: Eligible Dependents Exceptions The information included in this section is as of Jan. 1, 2006, and reflects the changes as a result of recent bargaining agreements that apply to Active Employees, Retired Employees and former Bargained Employees on LTD of AIS-COS. The following section and subsections are added to Appendix E of the SPD and replace the Dependent Children information provided in the “Midwest Region Active and Retired Bargained Employees and Former Bargained Employees on LTD” subsection of the “Eligible Dependents” section which begins on Page 14 of the SPD. Eligible Dependent Children of AIS-COS Provisions Your unmarried Child, up to the end of the month in which he or she reaches the age of 19

(if the Child is a full-time student at an Institution of Learning, until the earlier of the end of the month in which he or she reaches the age of 25, graduates or otherwise ceases to be a full-time student).

Your adult dependent Child who is unmarried and upon reaching the age of 19 (or the age of 25 if the Child is a full-time student at an Institution of Learning) is mentally, physically and/or medically incapable of self-support.

Note: To establish a dependent Child’s eligibility for continued CarePlus coverage as a disabled dependent beyond the limiting age, you must notify the Eligibility and Enrollment Vendor. To avoid a break in coverage, contact the Eligibility and Enrollment Vendor prior to the Child’s limiting age if you wish to continue his or her coverage. You will be required to provide documentation that establishes a current mental or physical condition that qualifies the Child as disabled.

Definition of Children In general, the term Child(ren) means your own biological Children, Children under the age of 18 placed in your home for purposes of adoption, Children you have legally adopted or your stepchildren, including the Children of your LRP, who reside in your home, and Children for whom either you or your Spouse/LRP is a legal guardian. Legal Guardianship The Legal Guardianship requirements as defined in the “Definitions” section on Page 74 of the SPD apply.


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