X0303 4 2010-01-28 0000732717 AT&T INC. T 0001240292 STANKEY JOHN T 208 S. AKARD STREET DALLAS TX 75202 1 Pres. and CEO, AT&T Oprs. Common Stock 2010-01-28 4 A 0 95006.0002 0 A 105249.6825 I By Benefit Plan Common Stock 2010-01-28 4 D 0 31615.2338 25.54 D 73634.4487 I By Benefit Plan Common Stock 2010-01-28 4 F 0 31776.7664 25.54 D 41857.6823 I By Benefit Plan Common Stock 309252 D Common Stock 2051.145 I By 401(k) Common Stock 79358 I By Family Trust Restricted Stock Units 0 2010-01-28 4 A 0 85161 0 A Common Stock 85161 85161 D Total performance shares distributed. Represents portion of the performance shares distributed in cash, after taxes. Mandatory tax withholding on distribution of performance shares. Reflects transfer of 31,614 shares from indirect to direct due to distribution of performance shares. 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. by Nancy Justice, Dir-SEC Comp., Attorney-in-fact 2010-02-01