ex10y.htm


    Exhibit
10-y

    


    


    


    AT&T
INC. BOARD OF DIRECTORS

    COMMUNICATIONS
CONCESSION PROGRAM

    


     

     

    Communications
Concession

     

    Applies
to both active and retired non-employee Directors.

    


    
      	
              1.  

            	
              Primary Residence
      Equipment

            


    

    Each
Director will receive equipment that will allow the provision of services
offered by affiliates of AT&T at the Director’s primary residence as
designated by the Director.  If the relevant AT&T affiliate does
not service the area of the Director’s residence and it is impractical to obtain
the equipment from an affiliate, then AT&T will reimburse the Director for
equipment provided by another company.  Provision of equipment at the
primary residence will not count against the annual communications allowance,
whether the equipment is provided by the AT&T affiliate or another carrier
(where equipment from the affiliate is not available).

    


    
      	
              2.  

            	
              Concession for
      Equipment at Other Residences and for
  Services

            


    

    Each
Director will receive communications equipment (other than at the primary
residence) and services each year in an amount not to exceed the following
limits:

    
      	
              ·  

            	
              for
      active Directors and Directors retiring on or after November 20, 2009, ten
      percent of the combined annual basic retainer and annual deferred stock
      unit award in effect for such year;

            


    

    
      	
              ·  

            	
              for
      Directors retiring before November 20, 2009, seven percent of the combined
      annual basic retainer and annual deferred stock unit award in effect for
      such year.

            


    

    


    
      	
              3.  

            	
              Requirements

            


    

    
      	
              ·  

            	
              All
      concession services must be provided by AT&T affiliates, including
      AT&T Mobility and AT&T Long Distance.  The only
      exception is service and equipment to the primary residence where the
      residence is not served by an AT&T affiliate.  Services and
      equipment will only be provided to locations in the continental United
      States.

            


    

    
      	
              ·  

            	
              The
      concession benefits are for the personal use of the Director and his/her
      immediate family sharing the same
household.

            


    

    
      	
              ·  

            	
              In
      order to keep you informed, the Secretary’s Office will send you a
      semi-annual notice indicating the usage of your concession.  If
      your usage exceeds the maximum benefit, you will be asked to reimburse
      AT&T.

            


    

    
      	
              ·  

            	
              A
      Director’s surviving spouse will continue to receive benefits for fourteen
      months after the date of the Director’s
death.

            


    

    
      	
              ·  

            	
              This
      concession benefit may be amended or terminated at any time by the
      AT&T Board of Directors.

            


    

    


    Amended
November 2009

    Effective
July 2004