ex10ww.htm


    


    


    Exhibit
10-ww(i)

    


    


    


    


    AT&T
INC.

    


    HUMAN
RESOURCES COMMITTEE

    


    November
20, 2008

    


    


    


    


    RESOLVED, that Relocation Plan A and
the special San Antonio Move Provisions, as presented to this Committee, are
hereby approved, and all actions previously taken by management thereunder are
hereby ratified;

    


    RESOLVED FURTHER, that the Committee
confirms the authority of the Senior Executive Vice President-Human Resources to
make further amendments to Relocation Plan A and the San Antonio Move
provisions, provided that no such change shall affect an executive officer of
AT&T Inc. unless approved by this Committee or the Board of
Directors.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AT&T
RELOCATION PLAN A

    SAN
ANTONIO GROUP MOVE PROVISIONS – 2008

     

    HUMAN
RESOUCE COMMITTEE MEETING – 11/20/2008

     

    


     

    The
following enhancements are made to AT&T Relocation Management Plan A in
conjunction with the relocation of Corporate Headquarters from San Antonio to
Dallas.  Plan A and the associated provisions are offered to all
management employees that are being relocated as a result of the Headquarters
move to Dallas, regardless of level or destination.  This plan will
remain in effect until all employees officially slated to transfer as part of
the Headquarters relocation are successfully moved.

     

    
      	
              *

            	
              The
      Lump Sum Allowance
      afforded employees relocating under Plan A is increased by $5,000 and
      grossed up at company expense.  This element is designed to
      assist in covering key expenses while moving to Dallas and is based on
      marital status, number of dependents and distance moved.  This
      enhancement is not
      offered to Mr. Stephenson or any of his direct
    reports.

            


    

     

    
      	
              *

            	
              Plan
      A contains the verbiage “Exposure to the market for a reasonable period of
      time is defined as up to one hundred twenty (120) days; however, the
      Company reserves the right to adjust this period of time without
      notice.”  Plan A is enhanced to include a 180 day period of time for
      exposure to the market.

            


    

     

    
      	
              *

            	
              Plan
      A requires employees to market 90 days of their 120 day Guaranteed Buyout
      Offer (GBO) period.  In an effort to allow employees to rapidly
      relocate at the request of the company, the mandatory marketing is
      reduced to 30 days and this time period begins when employee puts
      their home on the market rather than at the beginning of the GBO
      period.

            


    

     

    
      	
              *

            	
              Plan
      A includes a home sale bonus incentive of 2% of sales price with a $15,000
      cap.  Plan A is enhanced to increase the home sale bonus to 3% of sales
      price with no cap.  The Home Sale Bonus is taxable
      compensation subject to applicable Federal, state and local income tax
      withholding as well as Social Security and Medicare tax
      withholding.

            


    

     

    
      	
              *

            	
              Plan
      A allows employees to sell their home at 95% of the GBO and receive the
      additional 5% as part of their Amended Value Sale.  To assist
      employees in marketing of their homes strategically, the plan is enhanced
      to allow employees to
      sell their home at 90% of the GBO and receive the additional 10% as
      part of their Amended Value Sale.

            


    

     

     

    
      	
              *

            	
              Plan
      A excludes properties exceeding 5 acres from the Home Sale provisions of
      the plan, including the GBO.  Plan A is enhanced to allow homes on 10 acres or
      less to qualify for Home
Sale.

            


    

     

     

    
      	
              *

            	
              At
      the direction of AT&T, appraisers are instructed to remove any impact of the
      AT&T move as part of their valuation
  process.

            


    

     

     

    
      	
              *

            	
              Plan
      A bases the GBO on the average of two appraisals.  The plan is
      enhanced to base the GBO on the highest appraisal
      only.

            


    

     

     

    
      	
              *

            	
              Plan
      A allows employees to appeal their appraised values to the two appraisers
      in writing and submit any factual information they deem
      appropriate.  For the Group Move, this appeals process is
      supplemented with a special internal review process
      whereby AT&T employees on the Appeals Committee review the
      information and make adjustments as
appropriate.

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    AT&T
Relocation Plan A – Lump Sum and Miscellaneous Move Allowance
Calculation

     

     

    Calculation
of Lump Sum

     

    The Lump
Sum is calculated amount intended to be used for house hunting trips and interim
living expenses.  The amount is based upon the number of family
members and assumed costs of house hunting.  For moves relating to the
Dallas relocation, each employee, except executive officers, receives an
additional $5000.

     

    Homeowners
are given:

     

    
      	
              ·  

            	
              10
      days of House Hunting Expenses

            


    

    
      	
              ·  

            	
              44
      days of Interim Living Expenses

            


    

    
      	
              ·  

            	
              2
      House Hunting trips per employee (4 trips if spouse/partner
      moving)

            


    

    
      	
              ·  

            	
              4
      Interim Living trips (employee
only)

            


    

    
      	
              ·  

            	
              $500
      (less than 400 miles) or $1000 (more than 400 miles) Day of Move
      expenses.

            


    

    


     

    Renters
are given:

     

    
      	
              ·  

            	
              5
      days of House Hunting Expenses

            


    

    
      	
              ·  

            	
              22
      days of Interim Living Expenses

            


    

    
      	
              ·  

            	
              1
      House Hunting trips per employee (2 trips if spouse/partner
      moving)

            


    

    
      	
              ·  

            	
              2
      Interim Living trips (employee
only)

            


    

    
      	
              ·  

            	
              $500
      (less than 400 miles) or $1000 (more than 400 miles) Day of Move
      expenses.

            


    

    


     

    House
Hunting and Interim Living expenses are calculated by multiplying the number of
days by $86 for lodging, $35 for meals per family member 10 and older ($15 for
younger family members).

     

    Trips are
valued by using airfares determined quarterly by Third Party Relocation Company
for all relocating employees based on actual mileage to
destination.  If distance is 250 miles or less, the value is
determined by using IRS mileage allowance.

     

    The lump
sum is then grossed up for income taxes.

     

    Miscellaneous
Move Allowance

     

    The
allowance is provided to cover certain moving expenses not included under the
other provisions of the Plan.  The allowance is calculated by taking
7% of the employee’s base salary.  It is not grossed up.