EX-4.5



 Exhibit 4.5 

[Form of Note] 
 (FACE
OF NOTE) 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE SECURITIES, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO AT&T INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 AT&T INC. 

4.750% Global Notes due 2046 

CUSIP NO. [●] 
 ISIN NO.
[●] 
 No. R-[●] 
 $500,000,000 

AT&T Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called “AT&T”, which
term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on
May 15, 2046 (the “Maturity Date”), and to pay interest on said principal sum from May 4, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on
May 15 and November 15 in each year, commencing on November 15, 2015 (each an “Interest Payment Date”) and on the Maturity Date, at the interest rate of 4.750% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is








 
registered at the close of business on the Regular Record Date for such interest, which shall be the close of business on April 30 or October 31, as the case may be (each, a
“Regular Record Date”), next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not less than 15 days prior to such special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. 
 Any money that AT&T deposits with the Trustee or any Paying
Agent for the payment of principal or any interest on this Note that remains unclaimed for two years after the date upon which the principal and interest are due and payable, will be repaid to AT&T upon AT&T’s request unless otherwise
required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such
Holder may be entitled to collect only from AT&T. 
 If the Notes are issued in definitive form, payment of the principal and interest
on this Note due at the Maturity Date or upon redemption will be made at the Maturity Date or upon redemption, as the case may be, upon presentation of this Note, in immediately available funds, at the office of The Bank of New York Mellon Trust
Company, N.A., the Paying and Transfer Agent and Registrar for the Notes, currently located at 601 Travis Street, 16th Floor, Houston, Texas 77002. 

Payment of interest on this Note due on an Interest Payment Date, other than interest at maturity or upon redemption, may be paid by check
mailed to the address of the Holder entitled thereto as such address shall appear in the Note register. Notwithstanding the foregoing, (1) the Depository as Holder of the Notes or (2) a Holder of more than U.S.$5,000,000 in aggregate
principal amount of Notes in definitive form is entitled to require the Paying Agent to make payments of interest, other than interest due at maturity or upon redemption, by wire transfer of immediately available funds into an account maintained by
the Holder in the United States, by sending appropriate wire transfer instructions as long as the Paying Agent receives the instructions not less than ten days prior to the applicable Interest Payment Date. 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, AT&T INC. has caused this instrument to be signed in its corporate name,
manually or by facsimile, by its duly authorized officers and has caused its corporate seal to be imprinted hereon. 
  

							
	Dated: May 4, 2015				AT&T INC.
				
	[SEAL]						
				
					By:		  

							John J. Stephens
							Senior Executive Vice President and Chief Financial Officer
				
					By:		  

							Jonathan P. Klug
							Senior Vice President and Treasurer









							
	Trustee’s Certificate of Authentication				
			
	This is one of the 4.750% Global Notes due 2046 of the series designated herein referred to in the within-mentioned Indenture.				
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee				
				
	By:		  
				Dated: May 4, 2015
			Authorized Signatory				








 REVERSE OF NOTE 

This Note is one of a duly authorized issue of debt securities of AT&T of the series specified on the face hereof, issued under and
pursuant to an Indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,” which term includes any successor Trustee under the Indenture), to which indenture
and all indentures supplemental thereto (collectively, the “Indenture”) reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, AT&T and the Holders
of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes will be issued in fully registered form only and in minimum denominations of $2,000 and integral multiples of $1,000 thereafter. This Note
is one of the series designated on the face hereof initially limited in aggregate principal amount to $3,500,000,000. 
 The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of AT&T and the rights of the Holders of the Notes under the Indenture at any time by AT&T and the Trustee with
the consent of the Holders of a majority in principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time outstanding to
waive compliance by AT&T with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of AT&T, which
is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

Registrar and Paying Agent 

AT&T shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration
of transfer or exchange (“Registrar”) and an office or agency where Notes may be presented for payment or for exchange (“Paying Agent”). AT&T has initially appointed the Trustee, The Bank of New York Mellon Trust Company,
N.A., as its Registrar and Paying Agent. AT&T may vary or terminate the appointment of any of its paying or transfer agencies, and may appoint additional paying or transfer agencies. 

Special Mandatory Redemption 

On May 18, 2014, AT&T entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DIRECTV
(“DirecTV”) and one of AT&T’s wholly-owned subsidiaries 







 
(“Merger Sub”), pursuant to which DirecTV will be merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving company in the Merger. If the
DirecTV acquisition is not completed on or prior to November 30, 2015, or if, prior to such date, the Merger Agreement is terminated (each, a “Special Mandatory Redemption Event”), the Notes will be redeemed in the manner set forth
below. 
 Upon the occurrence of a Special Mandatory Redemption event, the Notes will be redeemed in whole at a special mandatory redemption
price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued but unpaid interest on the principal amount of such series of the Notes to, but not including, the Special
Mandatory Redemption Date. 
 Upon the occurrence of a Special Mandatory Redemption Event, AT&T will promptly (but in no event later
than 5 Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing of such event, and will, no later than 5 Business Days following such notice to the Trustee, mail a notice of redemption to the registered address
of each Holder of the Notes (such date of notification to the Holders, the “Redemption Notice Date”), that the Notes will be redeemed on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory Redemption
Date”), in each case in accordance with the applicable provisions of the Indenture. AT&T will notify each Holder in accordance with the applicable provisions of the Indenture that all of the outstanding Notes will be redeemed at the Special
Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the holders of any series of the Notes. At or prior to 12:00 p.m. (New York City time) on the Business Day immediately preceding the
Special Mandatory Redemption Date, AT&T shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for each series of Notes. If such deposit is made as provided above, all of the Notes to be redeemed will cease
to bear interest on and after the Special Mandatory Redemption Date. 
 Optional Redemption by AT&T 

At any time prior to November 15, 2045, the Notes will be redeemable, as a whole or in part, at AT&T’s option, at any time and
from time to time, on at least 30 days’, but not more than 60 days’, prior notice mailed (or otherwise transmitted in accordance with DTC procedures) to the registered address of each Holder of the Notes. The redemption price will be
calculated by AT&T and will be equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the
redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate (as defined below) and 35 basis points. In either case, accrued interest will be payable to the
redemption date. Any time on or after November 15, 2045, the Notes will be redeemable, as a whole or in part, at AT&T’s option, at any time on at least 30 days’, but not more than 60 days’, prior notice mailed (or
otherwise transmitted in accordance with DTC procedures) to the registered address of each Holder of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. Accrued interest will be payable to the
redemption date. AT&T will calculate the redemption price in connection with any redemption hereunder. 

  
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 “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to
the semiannual equivalent yield to maturity or interpolation (on a day count basis) of the interpolated Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, as determined by AT&T or an Independent Investment Banker appointed by AT&T. 

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of such Notes. 
 “Independent Investment Banker” means one of the
Reference Treasury Dealers, appointed by AT&T. 
 “Comparable Treasury Price” means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if AT&T obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such quotations. 
 “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by AT&T, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to AT&T
by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date. 

“Reference Treasury Dealer” means each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. LLC and their respective affiliates and, at the option of AT&T, one other nationally recognized investment banking firm that is a primary U.S. Government Securities dealer in the United States (a “Primary
Treasury Dealer”); provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, AT&T will substitute therefor another Primary Treasury Dealer. 

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of principal of and
interest on the Note that would be due after the related redemption date but for the redemption. If that redemption date is not an Interest Payment Date with respect to a Note, the amount of the next succeeding scheduled interest payment on the Note
will be reduced by the amount of interest accrued on the Note to the redemption date. 

  
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 On and after the redemption date, interest will cease to accrue on the Notes or any portion of
the Notes called for redemption, unless AT&T defaults in the payment of the redemption price and accrued interest. On or before the redemption date, AT&T will deposit with a Paying Agent or the Trustee money sufficient to pay the redemption
price of and accrued interest on the Notes to be redeemed on that date. 
 In the case of any partial redemption, selection of the Notes to
be redeemed will be made in accordance with applicable procedures of DTC. 
 Payment of Additional Amounts 

AT&T will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts
(“Additional Amounts”) as are necessary so that the net payment by AT&T or its Paying Agent of the principal of and interest on this Note to a person that is a United States Alien, after deduction for any present or future tax,
assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount that would have been payable in respect of
the Notes had no withholding or deduction been required. As used herein, “United States Alien” means any person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident
alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of
a foreign estate or trust. 
 The foregoing obligation to pay Additional Amounts shall not apply: 

(1) to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner, or a
fiduciary, settlor, beneficiary or member of the beneficial owner if the beneficial owner is an estate, trust or partnership, or a person holding a power over an estate or trust administered by a fiduciary holder: 

(a) is or was present or engaged in a trade or business in the United States, has or had a permanent establishment in the
United States, or has any other present or former connection with the United States or any political subdivision or taxing authority thereof or therein; 

(b) is or was a citizen or resident or is or was treated as a resident of the United States; 

(c) is or was a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or is or was a corporation that has accumulated earnings to avoid United States federal income tax; 

  
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 (d) is or was a bank receiving interest described in Section 881(c)(3)(A) of
the Internal Revenue Code of 1986, as amended (the “Code”); or 
 (e) is or was an actual or constructive owner of
10% or more of the total combined voting power of all classes of stock of AT&T entitled to vote; 
 (2) to any Holder
that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership
would not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment; 

(3) to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner or any other
person failed to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is
required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge; 

(4) to any tax, assessment or governmental charge that is imposed other than by deduction or withholding by AT&T or a
Paying Agent from the payment; 
 (5) to any tax, assessment or governmental charge that is imposed or withheld solely
because of a change in law, regulation, or administrative or judicial interpretation that is announced or becomes effective after the day on which the payment becomes due or is duly provided for, whichever occurs later; 

(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or any similar tax, assessment or
governmental charge; 
 (7) to any tax, assessment or other governmental charge any paying agent (which term may include us)
must withhold from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other paying agent; or 

(8) in the case of any combination of the above items. 

In addition, any amounts to be paid on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections
1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and no additional amounts will be required to be paid on account of any such deduction or withholding. 

  
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 The Notes are subject in all cases to any tax, fiscal or other law or regulation or
administrative or judicial interpretation applicable. Except as specifically provided under this section entitled “Payment of Additional Amounts” and under the heading “Redemption Upon a Tax Event”, AT&T shall not be required
to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority. 

Any reference in the terms of the Notes of each series to any amounts in respect of the Notes shall be deemed also to refer to any Additional
Amounts which may be payable under this provision. 
 Redemption Upon a Tax Event 

If (a) AT&T becomes or will become obligated to pay Additional Amounts as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, any official position regarding the application or interpretation of such
laws, regulations or rulings, which change or amendment is announced or becomes effective, on or after April 23, 2015 or (b) a taxing authority of the United States takes an action on or after April 23, 2015, whether or not with
respect to AT&T or any of its affiliates, that results in a substantial probability that AT&T will or may be required to pay such Additional Amounts, then AT&T may, at its option, redeem, as a whole, but not in part, the Notes on any
Interest Payment Date on not less than 30 nor more than 60 calendar days’ prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the date fixed for redemption. No redemption
pursuant to (b) above may be made unless AT&T shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that AT&T will or may be
required to pay the Additional Amounts and AT&T shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, AT&T is entitled to redeem the Notes pursuant to their terms. 

Further Issues 
 AT&T
reserves the right from time to time, without notice to or the consent of the Holders of the Notes, to create and issue further notes ranking equally and ratably with the Notes in all respects, or in all respects except for the payment of interest
accruing prior to the issue date or except for the first payment of interest following the issue date of those further notes. Any further notes will have the same terms as to status, redemption or otherwise as, and will be fungible for United States
federal income tax purposes with, the Notes. Any further Notes shall be issued pursuant to a resolution of the board of directors of AT&T, a supplement to the Indenture, or under an officers’ certificate pursuant to the Indenture. 

  
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 Notes in Definitive Form 

If (1) an Event of Default has occurred with regard to the Notes represented by this Note and has not been cured or waived in accordance
with the Indenture, or (2) the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by AT&T within 90 days, AT&T may issue notes in definitive form in exchange for this
Note. In either instance, an owner of a beneficial interest in the Notes will be entitled to the physical delivery in definitive form in exchange for this Note, equal in principal amount to such beneficial interest and to have such Notes registered
in its name. 
 Notes so issued in definitive form will be issued as registered notes in minimum denominations of $2,000 and integral
multiples of $1,000, unless otherwise specified by AT&T. 
 Notes so issued in definitive form may be transferred by presentation for
registration to the Registrar at its New York office and must be duly endorsed by the Holder or the Holder’s attorney duly authorized in writing, or accompanied by a written instrument or instruments of transfer in form satisfactory to AT&T
or the Trustee duly executed by the Holder or his attorney duly authorized in writing. 
 AT&T may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of definitive Notes. 

Default 
 In case an Event
of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in
the Indenture. 
 Miscellaneous 

For purposes of the Notes, a Business Day means a business day in The City of New York and London. 

No director, officer, employee or stockholder, as such, of AT&T shall have any liability for any obligations of AT&T under this Note,
the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting this Note waives and releases all such liability. The waiver and release are part of the consideration for the issue
of this Note. 
 The Notes are the unsecured and unsubordinated obligations of AT&T and will rank pari passu with all
other evidences of indebtedness issued in accordance with the Indenture. 

  
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 Notices to Holders of the Notes will be published by AT&T in authorized newspapers in The
City of New York and in London. AT&T is deemed to have given the notice on the date of each publication or, if published more than once, on the date of the first publication. 

Prior to due presentment of this Note for registration of transfer, AT&T, the Trustee and any agent of AT&T or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither AT&T, the Trustee nor any such agent shall be affected by notice to the contrary. 

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York. 

  
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