EX-4.2



 Exhibit 4.2 

[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. 
 AT&T INC. 

2.450% Global Notes due 2035 
  

			
			ISIN NO. [•]
		
	No. I-[•]		€1,250,000,000

 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 The Bank of New York Depository (Nominee) Limited (the “Depository”), or
registered assigns, the principal sum of euro appearing on the attached Schedule of Increases and Decreases on March 15, 2035 (the “Maturity Date”), and to pay interest on said principal sum from March 9, 2015 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on March 15 in each year, commencing on March 15, 2016 (each an “Interest Payment Date”) and on the Maturity Date, at the
interest rate of 2.450% 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 persons in whose names our Notes are registered at the close of business on the Regular Record Date for such interest, which shall be the close of business on the business day preceding the Interest Payment Date (each, a “Regular Record
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 (London Branch), the Paying Agent
for the Notes, currently located at One Canada Square, London E14 5AL. The Transfer Agent and Registrar for the Notes is The Bank of New York Mellon Trust Company, N.A., 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 €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, 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. The principal and interest payable in euro on any of the Notes at maturity, or upon redemption, will be paid by wire transfer of immediately available funds against presentation of a Note at the office of the Paying
Agent. 
 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: March 9, 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 2.450% Global Notes due 2035 
 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: March 9, 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 denominations of €100,000 and integral multiples of €1,000 in
excess thereof. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to €1,250,000,000. 

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. 
 Principal and interest payments in respect of the Notes are payable by AT&T in euro. Interest will be computed on the
basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 9, 2015 if no interest has been paid on the
Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. 

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 the Notes 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; 

(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; 

  
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 (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. 

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,” 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. 

  
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 Optional Redemption by AT&T 

At any time prior to December 15, 2034, 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 to the registered address of each Holder of the Notes. The redemption price 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 discounted to the redemption date, on an annual basis (ACTUAL/ACTUAL (ICMA)), at a rate equal to the Treasury Rate and 25 basis points. In
either case, accrued interest will be payable to the redemption date. Any time on or after December 15, 2034, 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 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. 
 “Treasury Rate” means the price,
expressed as a percentage, at which the gross redemption yield on the Notes, if they were to be purchased at such price on the third dealing day prior to the date fixed for redemption, would be equal to the gross redemption yield on such dealing day
of the Reference Bond on the basis of the middle market price of the Reference Bond prevailing at 11:00 a.m. (London time) on such dealing day as determined by AT&T or an investment bank appointed by AT&T. 

“Reference Bond” means, in relation to any Treasury Rate calculation, a German government bond whose maturity is closest to the
maturity of the Notes, or if AT&T or an investment bank appointed by AT&T considers that such similar bond is not in issue, such other German government bond as AT&T or an investment bank appointed by AT&T may, with the advice of
three brokers of, and/or market makers in, German government bonds selected by AT&T or an investment bank appointed by AT&T, determine to be appropriate for determining the Treasury Rate. 

“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. 
 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot or by such
other method as the Trustee in its sole discretion deems to be fair and appropriate. 

  
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 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 February 23, 2015 or (b) a taxing authority of the United States takes an action on or after February 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. 

Registrar and Paying Agent 

The Paying Agent for the Notes is The Bank of New York Mellon (London Branch) currently located at One Canada Square, London E14 5AL
(“Paying Agent”). In addition, 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”). AT&T has
initially appointed an affiliate of the Trustee, The Bank of New York Mellon (London Branch), as its 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. 
 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 €100,000 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, the term “Business Day” means any day that is not a Saturday or Sunday and that in the City of New York or
the City of London, is not a day on which banking institutions are generally authorized or obligated by law to close. 
 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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 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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 SCHEDULE OF INCREASES OR DECREASES 

The initial principal amount of this Global Note is €1,250,000,000. The following increases or decreases in this Global Note have been
made: 
  

									
	 Date of

Exchange
	 	 Amount of

decrease in
 Principal

Amount of this
 Global Note
	 	 Amount of

increase in
 Principal

Amount of this
 Global Note
	 	 Principal amount

of this Global
 Note following

such decrease or
 increase
	 	 Signature of

authorized
 signatory of

Trustee or
 Securities

Custodian


  

 

  
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