CWA Recommendations for Voting Your Proxies at AT&T Shareholders Meeting April 30, 2010 – Chattanooga, Tennessee

Item 1: Vote for Directors: If individuals have a beef about an individual director, they should vote against him or her. Personally, I think the board does not pass the test of good governance and is top heavy in retirees. This means management does not have an independent board. We recommend a vote ABSTAIN.

Item 2: Auditor: No reason to vote against. Ernst & Young has done nothing egregious. Shareholders should vote ABSTAIN if they do not like voting with the company.

Item 3: Cumulate Voting: This is a proposal that good governance activists are pushing. AT&T has 12 directors. If this proposal were to pass, each shareholder would have 12 votes to allocate as he/she wants. For instance, none for candidates 1-11, but 12 votes for candidate 12. People like this because it offers more competition in the election of directors. So, alliances can be created to elect a director outside the mainstream. We recommend a vote FOR.

Item 4: Pension Credits: CWA has long championed this proposal at IBM and other
companies. Companies use pension surpluses to beef up their net profits. When incentive compensation is based on net profits (without subtraction of pension surpluses), then executives are being partially compensated on umbers that have nothing to do with how the company performed. To be honest, this was more relevant five years ago when pension surpluses were big in some companies. Since then, several companies, such as GE in response to a CWA proposal, have agreed to exclude pension numbers from net profit when calculating compensation. The
financial crisis blew a hole through most pension plans and surpluses are wishful
thinking for the time being. We recommend a vote FOR.

Item 5: Shareholder Advisory Vote on Compensation or "Say on Pay”: This proposal says that, if passed and the company changes policy, each year the company will offer as a management proposal (therefore, supported by management) the opportunity to vote up or down on the pay of top executives and the method used (the narrative disclosure) to pay them. This is the system in Britain, Australia, and Sweden. It appeared at one time in Barney Frank's financial reform legislation. This is the proposal we passed in 2007 at Verizon. Roughly 50 companies have voluntarily adopted Say on Pay. Companies receiving TARP funds had to implement this proposal. We recommend a vote FOR.

Item 6: Right to Call Special Shareholders Meeting for Holders of 10 Percent of the Company's Stock: On one hand, it is always good to give shareholders more rights over management. And, the AFL-CIO in its proxy voting guidelines recommends voting for proposals that strengthen shareholder rights through the ability to call special meetings. On the other hand, I am suspicious of lowering the threshold further because it would offer private equity the opportunity to push management in directions we would disapprove. Currently, the company has a 15 percent threshold to call a special shareholders meeting. Note that last year this proposal received 49 percent of the vote. We recommend a vote FOR if shareholder wants to force defeat on the company or ABSTAIN on the merits of the proposal.