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AT&T INC. Director's Dealing 2010

Feb 1, 2010

29786_dirs_2010-02-01_9532412c-2086-4c10-9e57-63a3264c8f96.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: STEPHENSON RANDALL L (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-01-28 Common Stock A 269524.2502 Acquired 333704.8927 Indirect
2010-01-28 Common Stock D 86696.3024 $25.54 Disposed 247008.5903 Indirect
2010-01-28 Common Stock F 96131.9478 $25.54 Disposed 150876.6425 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-01-28 Restricted Stock Units $0 A 249608 Acquired Common Stock (249608) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 497249 Direct
Common Stock 1392.354 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 86,696 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.