ex10f.htm


    AT&T Inc.

    Non-Employee Director Stock and
Deferral Plan

    amended June 26,
2008

    


    Article 1.
Purpose

    


    The purpose of the Non-Employee
Director Stock and Deferral Plan (the “Plan”) (formerly the Deferred
Compensation Plan for Non-Employee Directors) is to promote the achievement of
long-term objectives of AT&T Inc. by linking the personal interests of
Non-Employee Directors to those of the Company’s stockholders and to
attract

    and
retain Non-Employee Directors of outstanding competence.

    


    


    Article 2.
Definitions

    


    Whenever used in the Plan, the
following terms shall have the meanings set forth below and, when the defined
meaning is intended, the initial letter of the word is capitalized:

    


    
      	
               

            	
              (a)

            	
              "Annual Retainer" or
      "Retainer" means the payments made to Directors for their annual
      Board service.  It includes any additional Retainer paid to
      Committee Chairpersons or the Lead Director.  "Base Annual Retainer"
      means the Annual Retainer without any additional amounts for
      Committee Chairpersons, Lead Directors or
  otherwise.

            


    

    
      	
               

            	
              (b)

            	
              "Award" means,
      individually or collectively, an award under this Plan of Stock
      Units.

            


    

    
      	
               

            	
              (c)

            	
              "Board" means the Board
      of Directors of the Company.

            


    

    
      	
               

            	
              (d)

            	
              "Business Day" means any
      day that the Company is open for the regular transaction of
      business.

            


    

    
      	
               

            	
              (e)

            	
              "Company" means AT&T
      Inc., a Delaware corporation.

            


    

    
      	
               

            	
              (f)

            	
              "Director" means any
      individual who is a member of the Board, including Advisory
      Directors.

            


    

    
      	
               

            	
              (g)

            	
              "Employee" means any
      full-time, nonunion, salaried employee of the Company or of the Company’s
      directly or indirectly held subsidiaries. For purposes of the Plan, an
      individual whose only employment relationship with the Company is as a
      Director shall not be deemed to be an
Employee.

            


    

    
      	
               

            	
              (h)

            	
              "Fair Market Value" or
      "FMV" means the closing price on the New York Stock Exchange
      ("NYSE") for Shares on the relevant date, all as determined by the
      Company.  In lieu of the foregoing, the Board may select any
      other index or measurement to determine the FMV of Shares under the
      Plan.

            


    

    
      	
               

            	
              (i)

            	
              "Non-Employee Director"
      means any individual who is a member of the Board but who is not otherwise
      an Employee, nor has otherwise been an
Employee.

            


    

    
      	
               

            	
              (j)

            	
              "Participant" means a
      person who is entitled to participate in the
  Plan.

            


    

    
      	
               

            	
              (k)

            	
              "Shares" means shares of
      common stock of the Company, par value one dollar ($1.00) per
      share.

            


    

    
      	
               

            	
              (l)

            	
              "Stock Unit" or "Unit" means an Award
      acquired by a Participant as a measure of participation under the Plan,
      and having a value equal to one (1)
Share.

            


    

    
      	
               

            	
              (m)

            	
              "Trading Day" means any day that the
      Shares are traded on the NYSE.

            


    

    
 

    
      
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      Article 3. Eligibility and
Administration

    

     

    3.1           Eligibility.  Persons
eligible to participate in the Plan are limited to Non-Employee
Directors.

    


    3.2           The Committee. The Plan shall
be administered by the Corporate Governance and Nominating Committee of the
Board (the “Committee”), subject to the restrictions set forth

    in the
Plan.

    


    3.3           Administration by the
Committee. The Committee shall have the full power, discretion, and
authority to interpret and administer the Plan in a manner consistent with the
Plan’s provisions. However, in no event shall the Committee have the power to
determine Plan eligibility, or to determine the number, the value, the vesting
period, or the timing of Awards to be
made under the Plan (all such determinations being automatic pursuant to the
provisions of the
Plan).

    


    3.4           Decisions Binding. All
determinations and decisions made by the Committee pursuant to the
Plan, and all related orders or resolutions of the Committee shall be final,
conclusive, and binding on all persons, including the Company, its stockholders,
Participants, and their estates and beneficiaries.

    


    Article 4. Shares Previously Acquired
Under Plan

    


    Effective
December 31, 2008, no Shares may be issued under this Plan.  However,
any Shares previously acquired by a Director under this Plan may not be sold for
one year after acquisition.  Thereafter, such Shares shall only be
sold pursuant to an effective registration statement or pursuant to an exemption
from the Securities Act of 1933, including sales pursuant to Rule 144
thereunder.  The Company may place a legend on the certificates for
such Shares evidencing this restriction.

    


    Article 5. Award of Stock Units for
Non-Employee Directors

    


    5.1           Award of Deferred Stock Units for
Non-Employee Directors. Effective the day of each annual meeting of the
Company’s stockholders, each continuing Non-Employee Director shall be Awarded
that number of Stock Units that is equal to: (a) one hundred fifty percent
(150%) of the Base Annual Retainer as in effect at the time of the Award divided
by (b) the Fair Market Value of a Share on the last Trading Day in the calendar
month in which such Award is made.  Each Award is intended to be in
consideration for service until the next annual meeting of stockholders, but
will be fully earned on the date of the Award and credited to the Non-Employee
Director’s account on the day the number of Stock Units is
determined.  Provided, however, if the Director terminates service on
or before the day of the annual meeting of stockholders, the related Award to be
earned on such meeting date will not be made.

    


    
      
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    5.2           Award of Deferred Stock Units for New
Non-Employee Directors.  The following applies only to
Non-Employee Directors who originally became a Non-Employee Director after
November 21, 1997 and before September 24, 2004.  Each Non-Employee
Director shall receive, in addition to the Award described in Section 5.1 above,
an annual Award of Stock Units effective the day of each annual meeting of the
Company’s stockholders.  The number of Stock Units in each such Award
shall equal thirteen thousand dollars ($13,000), divided by the Fair Market
Value of a Share on the last Trading Day in the calendar month in which such
Award is made.  Each Award is intended to be in consideration for
service until the next annual meeting of stockholders, but will be fully earned
on the date of the Award and credited to the Non-Employee Director’s account on
the day the number of Stock Units is determined.  Provided, however,
if the Director terminates service on or before the day of the annual meeting of
stockholders, the related Award to be earned on such meeting date will not be
made.  No Director shall receive more than ten (10) Awards under this
Section 5.2.

    


    5.3           Deferral of Retainers and Fees into
Stock Units.  Each Non-Employee Director may elect to defer all
(100%) or fifty percent (50%) of the Director's Annual Retainer earned during
the relevant calendar year into Stock Units.  In addition, a
Non-Employee Director may elect to defer all (100%) of the Director’s Board and
committee meeting fees and other attendance fees into Stock
Units.  The number of Stock Units acquired shall equal the fees and/or
the portion of the Annual Retainer being deferred into Stock Units in a calendar
month, divided by the Fair Market Value of a Share on the last Trading Day in
such calendar month, and such Stock Units shall be credited to the Non-Employee
Director’s account effective the day the number of Stock Units is
determined.  Amounts are deferred at the time they otherwise would
have been paid were it not for the relevant deferral election.

     

    Any deferral election under this
Section 5.3 shall be made prior to the beginning of, and will be effective for,
the calendar year in which such payments would beearned.  Unless the
Non-Employee Director notifies the Secretary of the Company otherwise prior to
the beginning of each subsequent calendar year, each election hereunder will
renew automatically for an additional calendar year.

    


    5.4           Payout of Deferred Stock
Units.  Each Stock Unit shall be paid out in cash equal to the
Fair Market Value of a Share; a fractional Stock Unit shall be entitled to cash
equal to the equivalent fraction of a Share.

    


    The Participant shall elect the timing
of the payout for Stock Unit Awards no later than the last day of the calendar
year prior to the first scheduled payment of such Stock
Units.  Notwithstanding the foregoing:

    


    (i)
persons who become Directors after November 19, 2004, shall elect the timing of
the payout of their Stock Units (their “Post 2004 Stock Units”) no later than
the time they first make a deferral election into Stock Units or thirty (30) days after
their original election to the Board, whichever is sooner (the Corporate
Governance and Nominating Committee may extend only the 30 day deadline and may
do so only so long as such extension is permitted by Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”)); and

     

    (ii) each
Participant in the Plan as of November 19, 2004 who has not irrevocably elected
the timing of the payout of Stock Units shall make such an election by December
31, 2004 with respect to all Stock Units from deferrals of Awards made or Annual
Retainer or fees earned after December 31, 2004 (also known as “Post 2004 Stock
Units”).

    


    
      
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    One
election will apply to all Post 2004 Stock Units, whether from deferrals, annual
Awards or otherwise, and Stock Units earned thereon (each such payout schedule
is hereinafter referred to as a “Stock Unit Schedule”); and a separate election
shall apply to all other Stock Units and earnings thereon.  Stock
Units acquired under this Plan shall, with respect to each Stock Unit Schedule
(if more than one), be paid out in a lump sum payment or in up to fifteen (15)
annual installments, as elected by the Participant.  The lump sum
payment or the first installment, as the case may
be, for each Stock Unit Schedule shall be payable on the first Business Day of
February of the year following the calendar year of the termination of the
Participant’s service as a Director.  Each subsequent annual
installment shall be payable on the first Business Day of
February.  If the Director fails to make a timely election as to the
number of installments for any Stock Unit Schedule, such Stock Units shall be
paid out in four (4) annual installments.

    


    For Participants electing a payout (or
payouts, as the case may be) of Stock Units in installments, the number of Stock
Units to be paid out for each Stock Unit Schedule in each installment shall
equal the number of Stock Units available for payout under such Stock Unit
Schedule, divided by the number of remaining installments (including the
installment being made).

    


    5.5           Stock Units.  Each
Stock Unit shall represent an unfunded and unsecured promise by the Company to
issue cash equal in value to the Stock Unit. Participants holding Stock Units
(or fractions thereof) shall earn dividend equivalents paid in the form of
additional Stock Units added to their account.  The number of Stock
Units so added shall equal the dividend on a Share multiplied by the number of
Stock Units held by the Participant on the record date for such dividend,
divided by the Fair Market Value of a Share on the last Trading Day in the
calendar month in which the record date for such dividend occurs.  The
Stock Units shall be credited to a Participant's account on the day the number
of Stock Units is determined.

     

    
      
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    Article 6. Cash Deferral
Account

    


    6.1           Cash Deferral
Account.  A cash deferral account (the "Cash Deferral Account")
shall be established and maintained by the Company for each Participant that
makes a cash deferral election under the Plan. Each Cash Deferral Account shall
be credited as of the date the amount deferred otherwise would have become due
and payable to the Participant and shall be credited to reflect the interest
return thereon until paid. The establishment and maintenance of such Cash
Deferral Accounts, however, shall not be construed as entitling any Participant
to any specific assets of the Company and shall represent an unfunded and
unsecured promise of the Company with respect to the amounts due
thereunder.

    


    6.2           Cash Deferral
Elections.  Effective for payments on or after January 1, 1998,
each Non-Employee Director may elect to defer all (100%) or fifty percent (50%)
of the Director's Annual Retainer earned during the relevant calendar year into
the Director's Cash Deferral Account.  In addition, a Non-Employee
Director may elect to defer all (100%) of the Director’s Board and committee
meeting fees and other attendance fees into the

    


    Director's
Cash Deferral Account.  Amounts are deferred at the time they
otherwise would have been paid were it not for the relevant deferral
election.

    


    Any deferral election under this
Section 6.2 shall be made prior to the beginning of, and will be effective for,
the calendar year in which such payments would be
earned.    Unless the Non-Employee Director notifies the
Secretary of the Company otherwise prior to the beginning of each subsequent
calendar year, each election hereunder will renew automatically for an
additional calendar year.

    


    Deferral elections under the Plan made
prior to November 21, 1997, shall be credited to the Cash Deferral Account and
continue to earn interest in accordance with Section 6.3.

    


    6.3           Interest on Cash Deferral
Accounts.  The annual rate of interest on amounts in the Cash
Deferral Accounts for 1997 and subsequent calendar years shall be Moody's
Long-Term Corporate Bond Yield Average as published by Moody’s Investor Service,
Inc. (or any successor thereto) for the month of September before the calendar
year in question (if such yield is no longer published, a substantially similar
average selected by the Committee) or such other rate as the Committee shall
determine prior to the year for which the interest rate would be
applicable.  Such interest shall be compounded quarterly, in arrears,
on all unpaid amounts and shall be recorded on Participant’s statements
quarterly.

    


    6.4           Form and Timing of Payout of Cash
Deferral Accounts.  Cash Deferral Accounts shall be paid out in
cash.  The Participant shall elect the timing of the payout for the
Participant’s Cash Deferral Account no later than the last day of the calendar
year prior to the first scheduled payment thereof.  Notwithstanding
the foregoing:

    


    
      
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    (i)
persons who become Directors after November 19, 2004, shall elect the timing of
the payout of their Cash Deferral Account (their “Post 2004 CDA Deferrals”) no
later than the time they first make a deferral election into their Cash Deferral
Account; and

     

    (ii) each
Participant in the Plan as of November 19, 2004 who has not irrevocably elected
the timing of the payout of his or her Cash Deferral Account shall make such an
election by December 31, 2004 with respect to all amounts from deferrals into
such Participant’s Cash Deferral Account of Annual Retainers or fees earned
after December 31, 2004 (the “Post 2004 CDA Deferrals”).

     

    One
election shall apply to a Participant's Post 2004 CDA Deferrals and earnings
thereon (each such payout schedule is hereinafter referred to as a “Cash Account
Schedule”); and a separate election shall apply to amounts that are not Post
2004 CDA Deferrals and earnings thereon.  A

    


    Participant’s
Cash Deferral Account shall, with respect to each Cash Account Schedule (if more
than one),  be paid out in a lump sum payment or in up to fifteen (15)
annual installments, as elected by the Participant.  The lump sum
payment or the first installment, as the case may be, for each Cash Account
Schedule shall be payable on the first Business Day of February of the year
following the calendar year of the termination of the Participant’s service as a
Director.  Each subsequent annual installment shall be payable on the
first Business Day of February.  If the Director fails to make a
timely election as to the number of installments for any Cash Account Schedule,
the Participant’s Cash Deferral Account shall be paid out in four (4) annual
installments.  Each installment shall equal the amount available for
payout under such Cash Account Schedule, divided by the number of remaining
installments (including the installment being made).

    


    6.5           Conversion of Non-Employee Director’s
Cash Deferral Account to Deferred Stock Units.  Each year, on
or before the close of trading in Shares on the NYSE on the tenth day (if the
tenth day is not a Trading Day, then the next preceding Trading Day) following
the Company’s public release of its annual summary statement of earnings
(typically in January of each year) (such Trading Day to be the "Conversion
Date"), a Non-Employee Director may elect to convert all or part of the balance
of his or her Cash Deferral Account into Stock Units.  Notwithstanding
the foregoing, however, no such conversion of Post 2004 CDA Deferrals shall be
permitted unless the payout schedules for such Participant’s Post 2004 CDA
Deferrals and Post 2004 Stock Units are identical.  Each such election
shall become irrevocable as of the last time such election may be
made.  A Non-Employee Director who elects to convert his or her Cash
Deferral Account shall receive the number of Stock Units found by dividing the
Non-Employee Director's balance in the Cash Deferral Account, together with all
accrued but not yet credited interest, or such lesser amount of the Cash
Deferral Account elected by the Non-Employee Director, by the Fair Market Value
of a Share on the Conversion Date. Upon such conversion, the Participant’s Cash
Deferral Account shall be reduced by the amount so converted.

    


    
      
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    Article 7. Amendment, Modification,
and Termination

    


    7.1           Amendment, Modification, and
Termination.  Subject to the terms set forth in this Article 7,
the Board may terminate, amend, or modify the Plan at any time and from time to
time.

    


    7.2           Awards Previously
Granted.  Unless required by law, no termination, amendment, or
modification of the Plan shall in any material manner adversely affect any Award
previously provided under the Plan, without the written consent of the
Participant holding the Award.

     

    Article 8.
Miscellaneous

    


    8.1           Elections.  All
elections and notices of any kind hereunder shall be in writing and provided to
the Secretary of the Company in a form prescribed by the
Secretary.  Unless marked as irrevocable, an election may be modified
or revoked at any time prior to, and shall not be effective until, the deadline
for making such election.

    


    8.2           Assignment.  Except
as otherwise expressly provided herein, no rights under this Plan may be
assigned by a Participant.

    


    8.3           Savings Clause.  In
the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included. Notwithstanding any provision to the contrary
in this Plan, each provision in this Plan shall be interpreted to permit the
deferral of compensation in accordance with Section 409A of the Internal Revenue
Code of 1986, as amended, and any provision that would conflict with such
requirements shall not be valid or enforceable.

    


    8.4           Death of a Director/Beneficiary
Designation.  Each Participant under the Plan may, from time to
time, name any beneficiary or beneficiaries (who may be named primarily or
contingently) to whom any benefit under the Plan is to be paid in the event of
his or her death.  Each designation will revoke all prior designations
by the same Participant, shall be in a form prescribed by the Secretary of the
Company, and will be effective only when provided by the Participant in writing
to the Secretary during such Participant’s lifetime.  In the absence
of any such designation, benefits remaining unpaid at the Participant’s death
shall be paid to the Participant’s estate.

    


    
      
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    In the event of the death of a
Participant before full payment of all amounts due hereunder, the balance shall
be paid in a lump sum as soon as administratively possible in accordance with
the foregoing.  Notwithstanding this, if the Participant so elects as
part of the Participant's deferral elections, the Stock Units and/or the Cash
Deferral Account will be paid out in the number of annual installments elected
by the Participant, beginning on the first Business Day of February following
the calendar year of the Participant's death and occurring annually thereafter;
provided, however, if distributions to the Participant have already commenced at
the time of the Participant's death, then under this election, distributions
will continue as scheduled.

    


    8.5           No Right of
Nomination.  Nothing in the Plan shall be deemed to create any
obligation on the part of the Board to nominate any Director for reelection by
the Company’s stockholders.

    


    8.6           Successors.  All
obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

    


    8.7           Requirements of
Law.  The granting of Awards under the Plan shall be subject to
all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be
required.

    


    8.8           Governing Law.  The
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the internal, substantive laws of the State of Texas.

    


    8.9           Adjustments.  In the
event of a merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, stock split, share combination, or other change in
the corporate structure of the Company affecting the Shares, such adjustment
shall be made in the number of outstanding Stock Units as may be determined to
be appropriate and equitable by the Board, in its sole discretion, to prevent
dilution or enlargement of rights.

    
 

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