March 2008
Message from the President

First things first:

All of us lost a dedicated servant to our cause. Robert "Bob" Hinshaw left our chaotic world very recently. He left it a better place, especially for retired workers. While many retired, Bob and his life mate Phyllis chose to work tirelessly as Treasurer and co-worker for our association. I first met Bob 40 some years ago. We occasionally crossed paths within Pac Bell. He was a good man then. And, he was even a better man when, upon leaving life too early, he made his retirement permanent. Bob’s character and dedication is notable. I will not forget it. It was my privilege to serve with Bob on our Board of Directors. Knowing what Bob accomplished as Treasurer in a relatively short time reminds us we are never to old to act. He did. His accomplishments with Telco’s treasury will serve all retirees. We must go on. A paraphrase:" So much to do, so little time to do it". The job of protecting Retirees’ pensions and benefits is left for us to do. I sense if we do not do it no one will. On the other hand, there are many others in association with NRLN that are of like mind. And, I happen to believe there those we elect and re-elect that are listening to our voices. Thinking, if we do not do what is right for this growing cadre of retired workers, Who is next? If they can be wronged, am I next. Yes.

A final note: The Telco Annual Meeting was a success. There were not hundreds attending, about 60 including the Board members. What was notable is the interest and offers to help to do something. Something to help the cause. A gathering of like minded members. They wrote checks. They offered to volunteer and contact their elected officials to contact other retirees and urge them to join up-join the cause-it is of course, our cause. The members of the Board and Officers shared the usual Information about what Telco is accomplishing in concert with the NRLN at the congressional level. We are making progress. The next 1.5 years is a window, a critical time period to do our work. I urge you to take interest in your retirement pension and benefits. Please, do not believe our past employers will not take what they can to improve the company bottom line. That may be their job. Our job is to remind them and Congress we must be treated fairly. We will not go quietly into the night. We vote. We attend share holder meetings. We will influence others. Just read your paper. Watch the news. Watch what is happening on Wall Street. Vote, Vote, Vote. Vote with your money-Vote with your feet. Vote with Your calls and letters. Be heard. All this sounds good but we must do what Robert "Bob" Hinshaw has done
ACT.

Charles E. Gilbert
President, Telco

AT&T Shareholders Advisory
2008

The Association of Ameritech/SBC Retirees Inc., P.O. Box 7477, Buffalo Grove, IL 60089, owner of 80 shares of the Company's common stock, and TelCo Retirees Association Inc. Box 600067-0067, San Diego CA 92160, owner of 171 shares of the Company's common stock, hereby resubmit the following shareholder resolution for inclusion in the Company's proxy statement for the 2008 Annual Meeting.

PROPOSAL

RESOLVED, the shareholders of AT&T hereby request that the Board include, as a voting item printed in the proxy statement for each annual meeting of stockholders, an advisory resolution proposing that stockholders approve or disapprove the compensation of the named executive officers as set forth in the proxy statement's Summary Compensation Table (the "SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT. The board's proposal shall make clear that the vote is advisory and will not abrogate any employment agreement.

SUPPORTING STATEMENT

We believe current rules governing senior executive compensation do not give shareholders sufficient influence over pay practices, nor do they give the Board adequate feedback from the owners of the company.

The advisory vote proposed here is similar to the shareholder vote required in other countries, including the U.K., Australia and the Netherlands (which requires a binding shareholder vote).

AT&T's Board has been criticized for excessive CEO pay relative to performance. A study by The Corporate Library Pay for Failure: The Compensation Committees Responsible,
(March 31, 2006) singled out AT&T as one of eleven large U.S. companies "where the disconnect between pay and performance is particularly stark".

The study notes that over the five fiscal years through 2005, then-CEO Edward Whitacre received $85.2 million in compensation, while total shareholder return was negative 40.3%. The study stated that 100% LTIP payouts to Whitacre when "shareholder wealth has been diminished by a third over the period goes against common sense."

In our opinion, AT&T's executive pension and severance agreements stand out as unjustifiably costly.

Whitacre received a $158.4 million pension package when he retired last June, the highest pension benefit for any U.S. chief executive, according to Pensions & Investments ("Pension Goldmine Awaits AT&T, Occidental CEOs," April 2, 2007). This included $83.3 million in Senior Executive Retirement Plan (SERP) accumulations.
Advisory Shareholder Vote on Compensation Committee Reports, page 2

Whitacre's pension package was more than 25 times greater than the median combined pension and deferred compensation package of 485 public companies analyzed last year by the Corporate Library.

In case this platinum pension wasn't enough, Whitacre's golden parachute ("change in control severance payments") would have included $23.2 million in lump sum severance, $20.1 million in tax reimbursements, and $67.6 million in accelerated performance share vesting "whether or not the executive's employment is terminated" (2007 proxy statement).

The Board also targeted Whitacre's base salary, target bonus and long-term equity at the 75th percentile of the market. According to Institutional Shareholder Services, "such practice has the Lake Wobegon effect of ratcheting CEO compensation since CEOs are like the children of Lake Wobegon, all of them are above average."

The board did not limit its generosity to Whitacre. After just 5 years at AT&T, former CEO David Dorman left with a yearly pension of $2.1 million and his own $25 million parachute. Compare this to the freezing of the AT&T's rank-and-file pension plan.

AT&T's new CEO, Randall Stephenson, continues the trend. His change in control severance package would be in excess of $16.5 million.

Please vote FOR this proposal.

AT&T Paper Suppression Program

A large number of Telco Retirees have encountered difficulties with AT&T’s program to "eliminate paper copies" where retirees have computer access. The rational behind this program is "reduction of costs" to AT&T.

We brought this issue to the attention of AT&T benefit managers, who reiterated AT&T included a statement on all retiree documents (where the information could be transmitted to the retirees e-mail address). A sample of this information is the following, which appeared on Fidelity Service Center Pension statements: "In order to reduce your mail clutter and reduce the risk of confidentiality breaches, we will no longer be mailing monthly statements. If you would like to continue receiving a paper statement by mail every month, please call the Fidelity Service Center at 1-800-416-2363."

(This same issue was brought before AT&T benefit executives approximately two years ago, in a discussion concerning "retiree communications". The association was promulgating the restoration of AT&T’s defunct SBC’s Monthly Update, which had been discontinued some months before.)

AT&T’s responded, stating: "We plan on providing retirees access to our employee computer information system, thereby eliminating ‘paper documents’."

Treasurer

 Mr. Robert Hinshaw…our treasured Treasurer…and one of the original founders of the TelCo Retirees Association, Inc. sadly passed away on Tuesday, February 19, 2008.

Bob’s frugality of corporate assets, coupled with his Pacific Bell S.I. #24 "Honesty-in-the-business" philosophy, made him a treasure indeed!

While Robert can’t be replaced (or duplicated), the Association (after months of searching) selected the "perfect substitute"…his wife, Phyllis Hinshaw!!

 
Phyllis Hinshaw

Following graduation from Point Loma High School (San Diego), Phyllis went to work for the Bank of America.  She also worked for Bank of America in Sacramento.   She later transferred back to San Diego. Phyllis married Bob Hinshaw in 1971 when Bob was an Employment Manager for Pacific Bell.

Her Pacific Bell career started as a staff clerk before transferring as a Service Rep in the residence division in San Diego.  Her "company career" also included a sales position in the phone center as well as "designing telephone systems" for Pac Bell customers doing business from their homes.

She later earned her Real Estate license and for pleasure became a licensed pilot.  She graduated from the University of Redlands with a BS Degree in Business Administration.  She also formed her own "collection business" collecting monies from attorneys who were negligent in paying their "expert witness fees."  Most recently, she was the Treasurer of a Republican Women’s organization.’

Over and above all of these attributes, Phyllis and Bob were the TelCo Retirees’ "Treasurers" working together in processing membership renewals, collecting and depositing funds, updating our corporate roster and interfacing with our Webmaster.

Welcome Aboard, Mrs. Hinshaw!

2008 TRA Approved Budget Summary

CATEGORY
SUB TOTAL
TOTAL
REVENUE
 
DUES & DONATIONS
61,470
DIVIDENDS & INTEREST
243
  REVENUE TOTALS
61,713
     
EXPENSE
 
BANKING
100
MAILING
6,728
PRINTING & REPRODUCTION
5,520
OFFICE SUPPLIES
1,000
ADVERTISING
0
MEETINGS
13,250
PROFESSIONAL SERVICES
8,800
LIABILITY INSURANCE
1,620
NRLN
7,000
MISCELLANEOUS
860
  EXPENSE TOTALS
44,878
  REVENUE vs. EXPENSE
16,835

Chairman’s Comments

… The Olde Testament Book of Ecclesiastes tells us "To everything there is a season and a time for every purpose". To the retirees of Pacific Bell, this is "our season of discontent". Changes in telephone concession service (for many retirees), health benefits that demand new co-pays or higher ones… and now a major threat to our promised healthcare itself!!

Two weeks ago the EQUAL EMPLOYMENT OPPORTUNITY COMMISSION (E.E.O.C.) reaffirmed an earlier decision (2000) to enforce the "Age Discrimination in Employment" Statute. This statute stipulated employers will not violate the ADEA (Age Discrimination in Employment Act)… if they provide retiree health benefits that differ based upon whether or not the retiree is eligible for Medicare.

To understand this ruling it’s necessary to be aware that "no existing federal law requires a private employer to provide any health benefit to its employees or retirees"!!! Thus, an employer may reduce or eliminate any health benefit to retirees without being in conflict with the ADEA! (The E.E.O.C has interpreted this ruling to permit corporations to reduce or eliminate health benefits for Medicare-eligible retirees!)

 E.E.O.C. Health Benefits Defense Fund

Based upon the past actions of AT&T as regards retiree benefits (telephone concession, increases in medical co-pays, and drastic reductions in Yellow Page retirees death benefits), the Telco Retirees Board of Directors voted to establish a "legal defense fund" for the protection of our (Pacific Bell, SBC, AT&T) promised health benefit plans. To that end, an initial amount of $30,000 has been identified in our budget of 2008 for this specific purpose.

We have also increased our annual membership fees to the National Retiree Legislative Network (NRLN) from $5,168 to $7,000. (The increase is to support the NRLN’s current plans for the implementation of a major congressional program to overturn the E.E.O.C. ruling). We are informed that AARP is equally involved in this issue.

During the past years our association has been the recipient of substantial amounts of "donations" that are being submitted with member’s "renewals" (over $3,000 in 2007). Since January 1st, 2008 we have received 27 individual contributions from members, ranging from a total membership renewal of $50 to $300!!! I have talked with each of these members expressing the appreciation of our association for their ongoing support and asked for permission to identify them in this newsletter. I am very pleased to share their names with you:

Pat Krone, Don Vandeventer, Laura Oliver, Gary Pitcher, Judy Earner, Marjory Wilkins, Betty Cosmos, James Yaple, Paul Hardy, Jeanne McMullin, Ron Murray, Dave Carroll, Louis King, Alwyn Fox, George Myers, Tiney Simon, Doris Williams, Robert Stagg, Ernestine Hewitt, Mitchell Leslie, Phyliss Mattice, Walter Benson, Charles Cook, Ronald Johnson, E. Malinowski, E.V. Moore, Errol Holmes, Harry Carroll, Dave Smith, Arlene Wright.

(If I have missed anyone in our "count", I do apologize for it).

To supplement our "legal defense fund" for the protection of our benefits, we are planning to add these "donations" to the $30,000 already allocated within our 2008 budget.

Your Officers and Directors have committed ourselves and our resources to overcome this extremely critical ruling by the E.E.O.C. We ask for your continued support in this endeavor.

 

Sumner K. Emery, Chairman

AT&T Group Long-Term Care Insurance Plan

The association has received inquiries from time to time requesting information on the AT&T Long-Term Care Insurance Plan.

We have pursued this request and find that the insurance plan only applies to the following retirees: a) eligible retirees of legacy SBC, Inc. (Southwestern Bell, Inc.), b) eligible retirees of SBC, Inc. subsidiaries, c) eligible legacy AT&T corporation management retirees.

The plan is administered by the John Hancock Insurance corporation.

"The AT&T Group Long-Term Care Insurance Plan is an optional, participant-pay, all plan that pays benefits for extended care when a covered individual has an ongoing illness or disability and cannot care for him or herself."

Retirees from Pacific Bell, Pacific Telesis Group are not eligible for this benefit plan.

TELEPHONE CONCESSION
CLASS ACTION LAWSUIT UPDATE

Recently, your Chairman requested a status report from the Washington, D.C. law firm prosecuting the Pacific Bell Telephone Concession Class Action lawsuit.

Here, for your information, is the status of the Class Action lawsuit originally filed in San Antonio, TX on March 31, 2006.  (Representing Mr. Frank Stoffels, a Pacific Bell retiree living in Nevada.)

Since a Class Action lawsuit cannot force a company to "reinstate" the benefit, it can obtain a "cash settlement" for the loss of the benefit.  The TelCo Retirees Association, Inc. requested a $20 per month cash reimbursement for those Pacific Bell retirees impacted. (Since the "final" monthly loss was equated to $25 and we cannot sue for full reimbursement...we elected to go forward with the amount of $20.)

The following information was provided by R. Joseph Barton, Esq. from the Cohen, Milstein, Hausfeld & Toll PLLC (law firm).

SK,

I apologize for not sending you an update on this sooner.  As I think you know, our trial was scheduled for the end of November 2007.  About a month before trial, the Court determined that he would empanel an advisory jury.  In ERISA cases, there is no right to a jury, but a judge has the right to empanel an advisory jury; however, unlike juries with which you are probably familiar, the conclusions of an advisory jury (as the name implies) are not binding on the judge as the judge must make the ultimate determinations.

 

The advisory jury was asked to answer 5 questions: (1) is it a plan, (2) was it maintained by SBC/AT&T, (3) was SBC/AT&T acting as an employer in connection with the Telephone Concession, and if the jury concluded yes on all three questions, then it needed to find whether it was either (4) designed for the purpose of providing retirement income or (5) did it result in the deferral of income by employees.  SBC/AT&T disputed all 5 questions.  We need win on the first three and then either question number 4 or 5.

 

We concluded the trial on November 30, 2007 and the advisory jury returned a partial verdict.  The jury answered yes to the first 3 questions, and deadlocked on question 4, but answered no to question no. 5.  As this was an advisory jury, the Court did not have the jury continue deliberating or retry the case (as would be necessary if there was a regular jury).  Instead, he had us submit briefs in early December and we are awaiting a decision from the Court.  As the Court is not bound by the jury's findings, he could accept or reject the jury's findings on questions 1-3 and/or 5; however, the jury's findings in our favor on questions 1-3 are certainly helpful.  And, although we remain hopeful that the judge will rule in our favor on question number 4, I have no way of

knowing what he will do.  If the Court finds for us on questions 1-3 and/or question 4 or 5, then we will have won this phase of the case and proceed to Phase 2, which will largely determine the amount owed.

We have not yet received a decision from the Court, but I will keep you posted.  I had delayed in updating you on this, hoping that I would be able to tell you what the final decision was, but at this point we are still waiting.

 

Please feel free to call me with questions.

Joe