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AT&T Inc. Announces Preliminary Results of 2006 Annual Meeting
[April 28, 2006]

AT&T Inc. Announces Preliminary Results of 2006 Annual Meeting

SAN ANTONIO --(Business Wire)-- April 28, 2006 -- AT&T Inc. (NYSE: T) held its annual meeting today, where stockholders re-elected 17 current board members to its board of directors for one-year terms. They were:

-- William F. Aldinger III
-- Gilbert F. Amelio
-- August A. Busch III
-- Martin K. Eby, Jr.
-- James A. Henderson
-- Charles F. Knight
-- Jon C. Madonna
-- Lynn M. Martin
-- John B. McCoy
-- Mary S. Metz
-- Toni Rembe
-- S. Donley Ritchey
-- Joyce M. Roche
-- Randall L. Stephenson
-- Laura D'Andrea Tyson
-- Patricia P. Upton
-- Edward E. Whitacre Jr. 

Each nominee won at least 90.9 percent of the shares in attendance.

AT&T stockholders also approved:

-- The re-appointment of Ernst & Young LLP as the company's independent auditor by a vote of 98.0 percent cast in favor to 2.0 percent cast against.

-- The 2006 Incentive Plan for AT&T managers that replaces a similar plan created in 2001 by a vote of 84.7 percent cast in favor to 15.3 percent cast against.

-- An amendment to the AT&T Inc. Restated Certificate of Incorporation that eliminates certain super-majority voting provisions, receiving the approval of 67.2 percent of outstanding shares. A two-thirds majority of outstanding shares was required to pass this proposal.

The following stockholder proposals were voted on at the meeting:

-- A proposal regarding a report on political contributions was defeated by a vote of 84.8 percent against to 15.2 percent in favor.

-- A proposal that would prohibit AT&T's chief executive officer from also serving as chairman of the board of AT&T was defeated by a vote of 66.7 percent against to 33.3 percent in favor.

-- A proposal requiring a special report on executive compensation was defeated by a vote of 88.1 percent against to 11.9 percent in favor.

-- A proposal requiring annual stockholder approval of director compensation was defeated by a vote of 89.1 percent against to 10.9 percent in favor.

-- A proposal to amend the bylaws to require stockholder approval of certain severance agreements was not put to a vote because no one was present at the meeting to present the proposal.

-- A proposal calling for a majority vote on matters that come before AT&T stockholders was defeated by a vote of 72.2 percent against to 27.8 percent in favor.

Final results of voting will be posted on AT&T's Web site when they are available at

About AT&T

AT&T Inc. is one of the world's largest telecommunications holding companies and is the largest in the United States. Operating globally under the AT&T brand, AT&T companies are recognized as the leading worldwide providers of IP-based communications services to business and as leading U.S. providers of high speed DSL Internet, local and long distance voice, and directory publishing and advertising services. AT&T Inc. holds a 60 percent ownership interest in Cingular Wireless, which is the No. 1 U.S. wireless services provider with 55.8 million wireless customers. Additional information about AT&T Inc. and AT&T products and services is available at

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