The Compensation Committee Handbook, 4th Edition

APPENDIX D Sample Compensation Committee Charters

As noted in Chapter 1, compensation committee charters vary from company to company, depending upon the relevant listing standards and the level of detail regarding duties, responsibilities, and procedures that the company decides to include in the document. This appendix contains sample compensation committee charters for five companies (AT&T, Citigroup Inc., The Coca-Cola Company, Intel Corporation, and The Home Depot Inc.).

Human Resources Committee of the Board of Directors of AT&T Inc.

Charter

PURPOSE

The Human Resources Committee (the “Committee”) is appointed by the Board of Directors of AT&T Inc. to discharge the Board's responsibilities relating to compensation of the Company's executives and other compensation matters. References in this Charter to “AT&T” or the “Company” shall be to AT&T Inc. and its consolidated subsidiaries unless the context requires otherwise.

The Committee shall prepare the report required by the rules and regulations of the Securities and Exchange Commission to be included in the Company's proxy statement for its Annual Meeting of Stockholders.

COMMITTEE MEMBERSHIP

At the first meeting of the Board following each Annual Meeting of Stockholders, the Board, after receiving the recommendations of the Corporate Governance and Nominating Committee, shall appoint the members of the Committee and shall determine the Chairperson of the Committee, each to serve at the pleasure of the Board. Committee ...