Ethics Statements of at&T

In accordance with the requirements of the Securities and Exchange Commission and the New York Stock Exchange, the Board of Directors of AT&T Inc. (with its subsidiaries, the "Company") has adopted this Code of Ethics (this "Code") to:

· encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;

· encourage full, fair, accurate, timely and understandable disclosure;

· encourage compliance with applicable laws and governmental rules and regulations;

· ensure the protection of the Company's legitimate business interests, including corporate opportunities, assets and confidential information; and

· deter wrongdoing.

All directors, officers and employees of the Company are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code. The Company's more detailed policies and procedures set forth in AT&T's Code of Business Conduct or other corporate codes or policies are separate requirements and are not part of this Code.

I. Honest and Ethical Conduct

Each director, officer and employee owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and ethical. This includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Deceit and subordination of principle are inconsistent with integrity.

Each director, officer and employee must:

· Act with integrity, including being honest and ethical while still maintaining the confidentiality of information where required or consistent with the Company's policies.

· Observe both the form and spirit of laws and governmental rules and regulations and accounting standards.

· Adhere to a high standard of business ethics.

· Accept no improper or undisclosed material personal benefits from third parties as a result of any...