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AT&T INC. Director's Dealing 2010

Feb 1, 2010

29786_dirs_2010-02-01_5da34a5e-1a22-48dc-871a-2b5906e1eee8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2010-01-28

Reporting Person: STANKEY JOHN T (Pres. and CEO, AT&T Oprs.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-01-28 Common Stock A 95006.0002 Acquired 105249.6825 Indirect
2010-01-28 Common Stock D 31615.2338 $25.54 Disposed 73634.4487 Indirect
2010-01-28 Common Stock F 31776.7664 $25.54 Disposed 41857.6823 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-01-28 Restricted Stock Units $0 A 85161 Acquired Common Stock (85161) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 309252 Direct
Common Stock 2051.145 Indirect
Common Stock 79358 Indirect

Footnotes

F1: Total performance shares distributed.

F2: Represents portion of the performance shares distributed in cash, after taxes.

F3: Mandatory tax withholding on distribution of performance shares.

F4: Reflects transfer of 31,614 shares from indirect to direct due to distribution of performance shares.

F5: Restricted stock units acquired pursuant to 2006 Incentive Plan. Each unit will convert into one share of Issuer's common stock. Units vest 1/2 on 01/28/2013 and 1/2 on 01/26/2014. Vesting (but not distribution) is accelerated on retirement eligibility.