MR A SAMPLE
DESIGNATION (IF ANY)
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Special Meeting Admission Ticket

Special Meeting of AT&T Inc. Stockholders
[Month, Day], 2006, [Time] a.m. Central Time
[meeting location]
[street address]
[city, state]

Upon arrival, please present this admission
ticket and photo identification at the
registration desk.

      

 

o		Please mark this box with an X if your address has changed and print the new address below.

MR A SAMPLE (THIS AREA IS SET UP TO
ACCOMMODATE 140 CHARACTERS)

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The Board of Directors recommends a vote FOR Item 1

      

				For		Against		Abstain
1.		Approve issuance of AT&T common shares required to be issued pursuant to the merger agreement, dated as of March 4, 2006, by and among BellSouth Corporation, AT&T Inc. and ABC Consolidation Corp., as it may be amended.		o		o		o

      

[Month] [Day], 2006
[meeting location]
[street address]
[city, state]
Doors open at [Time] a.m. CT
Meeting begins at [Time] a.m. CT

The [meeting location] is located in [city] on [place].

      

		To vote using the Telephone (within U.S. and Canada)

	•		Call toll free 1-866-731-VOTE (8683) in the United States or Canada any time on a touch tone telephone. There is NO CHARGE to you for the call.
	•		Follow the simple instructions provided by the recorded message.

		To vote using the Internet

	•		Go to the following web site: WWW.COMPUTERSHARE.COM/US/PROXY
	•		Enter the information requested on your computer screen and follow the simple instructions.

 

The undersigned hereby appoints Edward E. Whitacre, Jr. and Richard G. Lindner, and each of them, proxies, with full power of substitution, to vote all common shares of the undersigned in AT&T Inc. at the Special Meeting of Stockholders to be held at [Location], at [Time] a.m., on [Month Day], 2006, and at any adjournment or postponement thereof, upon all subjects that may properly come before the meeting, including the matters described in the joint proxy statement/prospectus furnished herewith, in accordance with the directions indicated on the reverse side of this card or provided through the telephone or Internet proxy procedures, and at the discretion of the proxies on any other matters that may properly come before the meeting. If specific voting directions are not given with respect to the matters to be acted upon and the signed card is returned, the proxies will vote such shares (except for shares held in the employee benefit plans noted below) in accordance with the Directors’ recommendations on the matters listed on the reverse side of this card and at the discretion of the proxies on any other matters that may properly come before the meeting.

This proxy card, when signed and returned, or your telephone or Internet proxy, will also constitute voting instructions to the plan administrator or trustee for any shares held on your behalf under any of the following employee benefit plans: the AT&T Savings Plan, the AT&T Savings and Security Plan, the Old Heritage Advertising & Publishers, Inc. Profit Sharing Plan, the AT&T PAYSOP, the Pacific Telesis Group Employee Stock Ownership Plan, the Tax Reduction Act Stock Ownership Plan sponsored by The Southern New England Telephone Company, the AT&T Long Term Savings Plan for Management Employees, the AT&T Long Term Savings and Security Plan, the AT&T Retirement Savings and Profit Sharing Plan, the AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management Employees, the AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan, the AT&T Employee Stock Ownership Plan, and the Cingular Wireless 401(k) Savings Plan. Shares in each of the foregoing employee benefit plans (except the Old Heritage plan) for which voting instructions are not received, subject to the trustees’ fiduciary obligations, will be voted by the trustees in the same proportion as the shares for which voting instructions are received from other participants in each such plan. For shares held in the Old Heritage plan, the trustee has discretionary authority to vote the shares for which no voting instructions are received. Similarly, the proxy card or telephone or Internet proxy will constitute voting instructions to the plan administrator for any shares held on your behalf pursuant to The DirectSERVICE Investment Program (dividend reinvestment plan).