CWA RECOMMENDATIONS FOR VOTING YOUR 2010 PROXIES

SHOWN BELOW IS AN EXPLANATION OF THE PROPOSALS & RECOMMENDATIONS FROM NATIONALS FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS THAT WILL BE HELD ON 04-30-10. IT IS VERY IMPORTANT FOR EACH SHAREHOLDER TO UNDERSTAND & VOTE REGARDING HIS/HER INVESTMENT WITH AT&T. YOUR VOTING INSTRUCTIONS CAN BE DONE EITHER BY MAIL, INTERNET OR PHONE BUT MUST BE RECEIVED BY APRIL 27,2010

CWA Recommendations for Voting Your Proxies
at AT&T Shareholders Meeting
April 30, 2010 – Chattanooga, Tennessee

Item 1: Vote for Directors: If individuals have a beef about an individual director, they
should vote against him or her. Personally, I think the board does not pass the test of
good governance and is top heavy in retirees. This means management does not
have an independent board. I recommend a vote ABSTAIN.

Item 2: Auditor: No reason to vote against. Ernst & Young has done nothing egregious.
Shareholders should vote ABSTAIN if they do not like voting with the company.

Item 3: Cumulate Voting: This is a proposal that good governance activists are pushing.
AT&T has 12 directors. If this proposal were to pass, each shareholder would have
12 votes to allocate as he/she wants. For instance, none for candidates 1-11, but
12 votes for candidate 12. People like this because it offers more competition in the
election of directors. So, alliances can be created to elect a director outside the
mainstream. I recommend a vote FOR.

Item 4: Pension Credits: CWA has long championed this proposal at IBM and other
companies. Companies use pension surpluses to beef up their net profits. When
incentive compensation is based on net profits (without subtraction of pension
surpluses), then executives are being partially compensated on umbers that have
nothing to do with how the company performed. To be honest, this was more relevant
five years ago when pension surpluses were big in some companies. Since then,
several companies, such as GE in response to a CWA proposal, have agreed to
exclude pension numbers from net profit when calculating compensation. The
financial crisis blew a hole through most pension plans and surpluses are wishful
thinking for the time being. I recommend a vote FOR.

Item 5: Shareholder Advisory Vote on Compensation or “Say on Pay”: This proposal
says that, if passed and the company changes policy, each year the company
will offer as a management proposal (therefore, supported by management) the
opportunity to vote up or down on the pay of top executives and the method used
(the narrative disclosure) to pay them. This is the system in Britain, Australia, and
Sweden. It appeared at one time in Barney Frank’s financial reform legislation. This
is the proposal we passed in 2007 at Verizon. Roughly 50 companies have voluntarily
adopted Say on Pay. Companies receiving TARP funds had to implement this
proposal. I recommend a vote FOR.

Item 6: Right to Call Special Shareholders Meeting for Holders of 10 Percent of the
Company’s Stock: On one hand, it is always good to give shareholders more rights
over management. And, the AFL-CIO in its proxy voting guidelines recommends
voting for proposals that strengthen shareholder rights through the ability to call
special meetings. On the other hand, I am suspicious of lowering the threshold further
because it would offer private equity the opportunity to push management in directions
we would disapprove. Currently, the company has a 15 percent threshold to call a
special shareholders meeting. Note that last year this proposal received 49 percent
of the vote. I recommend a vote FOR if shareholder wants to force defeat on the
company or ABSTAIN on the merits of the proposal.