ex10k.htm


    
      Exhibit
10-k

       

      


    

    
      


       

      


    

    
      Effective
January 1, 2009

       

    

    
      Administrative
Plan

      
 

    

    
      The
benefits under this Plan are offered by AT&T Inc. (“AT&T”) to persons
who have been identified by AT&T as executive officers under Rule 3b-7 of
the Securities Exchange Act of 1934 (“Executive Officers”).

       

    

    
      Administration of
Plan.  The Plan or the benefits hereunder may be modified or
terminated by the Human Resources Committee in its sole discretion at any
time.

       

    

    
      Except to
the extent otherwise provided herein, the Vice President responsible for Human
Resources (or the successor to such position) shall be the Administrator of the
Plan and will administer the Plan, interpret, construe and apply its provisions
in accordance with its terms.  The Administrator, in his or her sole
discretion, may establish, adopt or revise rules, as he or she may deem
necessary or advisable for the administration of the Plan, including the
allocation or limitation of benefits.

       

    

    
      The
Administrator may adopt another plan, not to exceed the benefits included
herein, for the benefit of such other employees or former employees of Employers
as the Administrator may determine in his or her sole discretion, on such terms
and conditions as the Administrator shall determine.  The
Administrator may, from time to time, revise the plan solely to increase the
financial limits on benefits, not to exceed the corresponding proportional
increase in the consumer price index from January 1, 2003, through the date
of change.

       

    

    
      All
decisions of the Administrator shall be final and binding unless the Board of
Directors or its delegate should determine otherwise.

       

    

    
      No Employment
Rights.  Nothing herein shall constitute a contract of
continuing employment or in any manner obligate AT&T or any Executive
Officer to continue the employment relationship of, or obligate an Executive
Officer to continue in the service of AT&T or any Affiliate.

       

    

    
      Non-Transferability.  No
recipient of benefits under this Plan nor any other person shall have any right
to sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey any of the benefits hereunder, or any part
thereof, which are, and all rights to which are, expressly declared to be
unassignable and non-transferable.

       

    

    
      Notice.  Any
notice required or permitted to be given to the Administrator under the Plan
shall be sufficient if in writing and hand delivered, or sent by certified mail,
to the principal office of AT&T, directed to the attention of the Senior
Executive Vice President-Human Resources.  Any notice required or
permitted to be given to any other person shall be sufficient if in writing and
hand delivered, or sent by certified mail, to the person at the person's last
known mailing address as reflected on the records of his or her employing
company.  Notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the date shown on the postmark or on the
receipt for certification.

       

    

    
      Validity.  In
the event any provision of this Plan is held invalid, void or unenforceable, the
same shall not affect, in any respect whatsoever, the validity of any other
provision of this plan.

       

    

    
      Applicable
Law.  This Plan shall be governed and construed in accordance
with the laws of the State of Texas to the extent not preempted by the Employee
Retirement Income Security Act of 1974, as amended, and regulations thereunder
("ERISA").

       

    

    
      Automobile.  Each
Executive Officer may receive the use of a four-door automobile or an automobile
allowance and expenses associated with the operation of the
automobile.  The Administrator shall determine the amount of the
allowance for each Executive Officer provided that the allowance shall not
exceed $2,000 per month.

       

    

    
      Communications.  Each
Executive Officer may receive reasonable communications services including
local, long distance, DSL, Internet, wireless, satellite television/video and
related equipment.

       

    

    
      Financial
Counseling.  Executive Officers may receive income tax
preparation services and financial planning services from a list of designated
providers not to exceed $14,000 per year.

       

    

    
      Estate
Planning.  Executive Officers may receive estate planning
documentation services not to exceed $10,000 per year.  The Estate
Planning limit restarts in the even of a company-initiated relocation to another
state.

       

    

    
      Clubs.  Executive
Officers may receive initiation fees, dues, assessments and other charges for
reasonable memberships as approved by the CEO or the Administrator, in each case
in his or her sole discretion. AT&T does not reimburse for dues, initiation
fees or other expenses incurred in connection with a membership in a club that
discriminates in its membership policies based on race, creed, gender or ethnic
origin.  The Administrator shall report annually to the Human
Resources Committee as to the usage of this benefit by the Chief Executive
Officer and to the Chief Executive Officer on the usage by all other Executive
Officers.

    

    
      


    

    
      Executive
Protection.  Based upon the concern for the security of
Executive Officers, the need to secure their optimum availability for business
purposes and to permit uninterrupted communications between them, the Executive
Officers are authorized to receive home security services, and, whenever
feasible, to use AT&T provided aircraft in connection with business travel
and to use such aircraft for the personal travel of Executive Officers where the
Chief Executive Officer, in his or her sole discretion, deems such use
appropriate because of similar considerations.

       

    

    
      Retirement.  Upon
the Retirement of an Executive Officer , he or she may receive up to an
additional amount for financial consulting reasonably in connection with his/her
Retirement, as follows:  In any given year, 1. for retirements
occurring from January 1 through June 30 (inclusive), the amount will be $20,000
in the calendar year of retirement; 2. for retirements occurring from July 1
through November 30 (inclusive), the amount will be $10,000 in the calendar year
of retirement and $10,000 in the immediately following calendar year; and 3. For
retirements occurring from December 1 through December 31 (inclusive), the
amount will be $20,000 in the year following retirement.  After the
Retirement of an Executive Officer he or she shall continue to receive the
communications, financial counseling and estate planning benefits until his or
her death.  After the death of an Executive Officer or Retired
Executive Officer, his or her survivor shall receive the communications benefit
for 6 billing cycles and shall receive the financial counseling and estate
planning benefits for the remainder of the year of death and the immediately
following calendar year.

       

    

    
      Taxes.  Each
recipient of benefits under this Plan shall receive an amount equal to that
necessary to offset the Federal, state and local income taxes, as well as
associated employment taxes, of the recipient (including taxes on tax
reimbursements) resulting from the benefits in this Plan, other than (1) the
monthly automobile allowance for Executive Officers; and (2) personal use of
aircraft.

    

    
      


    

    
      Annual
Limits.  Expenses will be charged against the annual limits for the
calendar year based on the date of the invoice.

    

    
      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


    

    
      


    

    
      Administrative
Plan Addendum for Calendar Years 2005 - 2008

    

    
      


    

    
      


    

    
      Estate
Planning

    

    
      


    

    
      The
annual limit for Estate Planning services provided under this Plan for the years
2005 through 2008 is $25,000.

    

    
      


    

    
      The
Estate Planning limit restarts in the event of a company-initiated relocation to
another state.

    

    
       

    

    
      Financial
Consulting in Connection with Retirement

    

    
      


    

    
      For
Retirements with a pension effective date from January 1, 2005 through December
31, 2007, the annual limit is based on the participant's distribution election
under the  Supplemental Retirement Income Plan ("SRIP"), as follows
:

    

    
      


    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    SRIP
      Election

                                  	
                                    Annual
      Limit

                                  
	
                                    Annuity

                                  	
                                    $10,000
      in the year of retirement and $10,000 in the immediately following
      calendar year.

                                  
	
                                    Lump
      Sum

                                  	
                                    $5,000
      in the year of retirement, $10,000 in the immediately following calendar
      year, and $5,000 in the second calendar year following
      retirement

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      


    

    
      


    

    
      For
Retirements with a pension effective date from January 1, 2008 through December
31, 2008, the annual limit shall be as follows:

    

    
      


    

    
      
        
          
            
              
                
                  
                    	
                            Retirements
      Occurring Between (dates are inclusive)

                          	
                            Annual
      Limit

                          
	
                            January
      1 and June 30

                          	
                            20,000
      in the calendar year of retirement

                          
	
                            July
      1 and November 30

                          	
                            $10,000
      in the calendar year of retirement and $10,000 in the immediately
      following calendar year;

                          
	
                            December
      1 and December 31

                          	
                            $20,000
      in the year following
retirement