exv4w3






Exhibit 4.3




$3,500,000,000




AT&T Inc.



5.35% Notes Due 2040



REGISTRATION RIGHTS AGREEMENT




September 2, 2010



To the Parties Listed on Schedule I



Ladies and Gentlemen:




     AT&T Inc., a Delaware corporation (the “Company”), has made an offer to exchange the issued
and outstanding 8.750% Notes due 2031 (the “8.750% Notes”) (CUSIP 00209AAF3), of New Cingular
Wireless Services, Inc., and the 8.00% Notes due 2031 (the “8.00% Notes”) (CUSIP 001957BD0), of
AT&T Corp. and fully, unconditionally and irrevocably guaranteed by the Company, for its 5.35%
Notes due 2040 (the “Initial Securities”) and cash as set forth in the Offering Memorandum, dated
August 4, 2010 (the “Offering Memorandum”), related thereto. The Initial Securities will be issued
upon the terms set forth in the Offering Memorandum, for which the parties listed on Schedule I
hereto have severally agreed to act as dealer managers (the “Dealer Managers”), pursuant to a
dealer manager agreement, dated as of August 4, 2010 (the “Manager Agreement”), among the Company
and the several Dealer Managers. The Initial Securities will be issued pursuant to an Indenture,
dated as of November 1, 1994, between the Company and The Bank of New York Mellon, as trustee (the
“Trustee”) (the “Indenture”). As an inducement to the Dealer Managers, the Company agrees with the
Dealer Managers, for the benefit of the holders of the Initial Securities and the Exchange
Securities (as defined below) (collectively the “Holders”), as follows:



     1. Registered Exchange Offer. The Company shall use its commercially reasonable efforts to,
at its own cost, prepare and file with the Securities and Exchange Commission (the “Commission”) a
registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under
the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer
(the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating
in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”, and
together with the Initial Securities, the “Securities”) of the Company issued under the Indenture
and identical in all material respects to the Initial Securities (except for the transfer
restrictions relating to the Initial Securities and the provisions relating to the matters
described in Section 6 hereof) that would be registered under the Securities Act. The Company
shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement
to become effective under the Securities Act within 330 days (or if the 330th day is not a business
day, the first business day thereafter) after the date of original issue of the Initial Securities
(the “Issue Date”) and shall keep the Exchange Offer Registration Statement effective for not less
than 30 days (or longer, if required by applicable law) after commencement of the Registered
Exchange Offer (such period being called the “Exchange Offer Registration Period”).



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     The Company will use its commercially reasonable efforts to complete the Registered Exchange
Offer not later than 360 days after the Issue Date.



     If the Company effects the Registered Exchange Offer, the Company will be entitled to close
the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has
accepted all the Initial Securities theretofore validly tendered and not properly withdrawn in
accordance with the terms of the Registered Exchange Offer.



     Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer (but in any event not later than
30 days after such effectiveness), it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities
for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the
meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such
Holder’s business and has no arrangements with any person to participate in the distribution of the
Exchange Securities and is not prohibited by any law or policy of the Commission from participating
in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt
without any limitations or restrictions under the Securities Act.



     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, each
Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Description of the
Exchange Offer” or similar section, and (c) Annex C hereto in the “Plan of Distribution” section of
such prospectus in connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer.



     The Company shall use its commercially reasonable efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus contained therein, in
order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as such persons must comply
with such requirements in order to resell the Exchange Securities; provided, however, that in the
case where such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer or a Dealer Manager, such period shall be the lesser of 90 days and the date on
which all Exchanging Dealers and the Dealer Managers have sold all Exchange Securities held by them
(unless such period is extended pursuant to Section 3(h) below).



     In connection with the Registered Exchange Offer, the Company shall:




     (a) mail or otherwise send to each Holder a copy of the prospectus forming part of
the Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;




     (b) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;




     (c) permit Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered Exchange Offer
shall remain open; and



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     (d) otherwise comply with all applicable laws.



     As soon as practicable after the close of the Registered Exchange Offer, the Company shall:




     (x) accept for exchange all the Initial Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer;




     (y) deliver to the Trustee for cancellation all the Initial Securities so accepted
for exchange; and




     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities Exchange Securities equal in principal amount to the Initial Securities
of such Holder so accepted for exchange.



     Each Holder participating in the Registered Exchange Offer shall be required to represent to
the Company that at the time of the consummation of the Registered Exchange Offer (i) any Initial
Securities being exchanged by such Holder, and any Exchange Securities received by such Holder,
have been or will be acquired in the ordinary course of business, (ii) such Holder is not engaged
and does not intend to engage in and will have no arrangements or understanding with any person to
participate in the distribution of the Initial Securities or the Exchange Securities within the
meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of
the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the extent applicable,
(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to
engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer,
that it will receive Exchange Securities for its own account in exchange for Initial Securities
that were acquired as a result of market-making activities or other trading activities and that it
will be required to acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.



     2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations
thereof by the staff of the Commission, the Company determines that it is not permitted to effect a
Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer
is not consummated within 360 days of the Issue Date, (iii) any Holder (other than as a result of
the status of any such Holder as an “affiliate” of the Company or as a broker-dealer) notifies the
Company prior to the 20th day following completion of the Registered Exchange Offer that it is not
eligible to participate in the Registered Exchange Offer or, in the case of any Holder that
participates in the Registered Exchange Offer, such Holder does not receive freely tradeable
Exchange Securities on the date of the exchange (it being understood that the requirement that an
Exchanging Dealer deliver a prospectus containing the information set forth in (a) Annex A hereto
on the cover, (b) Annex B hereto in the “Description of the Exchange Offer” or similar section, and
(c) Annex C hereto in the “Plan of Distribution” in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer shall not
result in such Exchange Securities being not “freely transferable”), or (iv) the Company so elects,
the Company shall, at its reasonable costs, take the following actions:




     (a) The Company shall, as promptly as practicable (but in no event more than 180 days
after so required or requested pursuant to this Section 2) file with the Commission and
thereafter shall use its commercially reasonable efforts to cause to be declared effective
(unless it becomes effective automatically upon filing), within 270 days after the Company
is so required or requested pursuant to this Section 2, a registration statement (the “Shelf Registration Statement”
and, together with the Exchange Offer Registration Statement, a “Registration Statement”)
on an appropriate form under the Securities Act relating to the offer and sale of the
Transfer Restricted



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Securities (as defined in Section 6 hereof) by the Holders thereof from
time to time in accordance with the methods of distribution set forth in the Shelf
Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf
Registration”) or, if permitted by 430B under the Securities Act, otherwise designate an
existing effective Shelf Registration Statement for use by the Holders as a Shelf
Registration Statement relating to the resales of the Transfer Restricted Securities;
provided, however, that no Holder (other than a Dealer Manager) shall be entitled to have
the Securities held by it covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by all the provisions of this Agreement applicable to such
Holder.




     (b) The Company shall use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant Securities, for a period of
one year (or for such longer period if extended pursuant to Section 3(h) below) from
effectiveness of the Shelf Registration Statement or such shorter period that will
terminate when all the Securities covered by the Shelf Registration Statement have been
sold pursuant thereto.



     3. Registration Procedures. In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall apply:




     (a) The Company shall (i) include the information set forth in Annex A hereto on the
cover, in Annex B hereto in the “Description of the Exchange Offer” or similar section and
in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of
the Exchange Offer Registration Statement and include the information set forth in Annex D
hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer;
(ii) include within the prospectus contained in the Exchange Offer Registration Statement a
section entitled “Plan of Distribution,” which shall contain a summary statement of the
positions taken or policies made by the staff of the Commission with respect to the
potential “underwriter” status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange
Offer (a “Participating Broker-Dealer”); and (iv) in the case of a Shelf Registration
Statement, include in the prospectus included in the Shelf Registration Statement (or, if
permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part
thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to
Section 3(d), the names of the Holders, who propose to sell Securities pursuant to the
Shelf Registration Statement, as selling securityholders.




     (b) The Company shall give notice to the Dealer Managers, the Holders of the
Securities (in case of any Shelf Registration Statement) and any Participating
Broker-Dealer from whom the Company has received prior written notice that it will be a
Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to
clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made):




     (i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;




     (ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein;



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     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose and of the happening of any event that causes the Company to
become an “ineligible issuer,” as defined in Commission Rule 405;




     (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or overtly threatening of any proceeding for
such purpose.




     (c) The Company shall use commercially reasonable effort to obtain the withdrawal at
the earliest possible time, of any order suspending the effectiveness of the Registration
Statement.




     (d) The Company shall, during the Shelf Registration Period, deliver to each Holder
of Securities included within the coverage of the Shelf Registration, without charge, as
many copies of the prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person may
reasonably request. The Company consents, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale of the Securities
covered by the prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.




     (e) The Company shall deliver to each Dealer Manager, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Dealer Manager, if necessary, any Participating Broker-Dealer and
such other persons required to deliver a prospectus following the Registered Exchange Offer
in connection with the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such Exchange Offer
Registration Statement.




     (f) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders of
the Securities or purchasers of Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The Company shall also promptly provide notice to
the Dealer Managers, the Holders of the Securities (in case of any Shelf Registration
Statement) and any known Participating Broker-Dealer of its determination to suspend the
availability of a Registration Statement and the related prospectus because the continued
effectiveness and use of such Registration Statement and prospectus included therein would
require the disclosure of confidential information or interfere with any acquisition,
corporate reorganization or other material transaction involving the Company or any of its
consolidated subsidiaries (it being understood that such notice may disclose only the
existence of such determination and need not disclose the nature of the basis therefore,
which may be kept confidential for such period as may reasonably be required for bona fide
business reasons). If the Company notifies the Dealer Managers, the Holders of the
Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii)
through (v) of Section 3(b) above to suspend the



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use of the prospectus until the requisite changes to the prospectus have been made, then the Dealer Managers, the Holders of the
Securities and any such Participating Broker-Dealers shall suspend use of such prospectus,
and the period of effectiveness of the Shelf Registration Statement provided for in Section
2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above,
as applicable, shall each be extended by the number of days from and including the date of
the giving of such notice to and including the date when the Dealer Managers, the Holders
of the Securities and any known Participating Broker-Dealer shall have received such
amended or supplemented prospectus pursuant to this Section 3(f). During the period during
which the Company is required to maintain an effective Shelf Registration Statement
pursuant to this Agreement, the Company will prior to the three-year expiration of that
Shelf Registration Statement file, and use its commercially reasonable efforts to cause to
be declared effective (unless it becomes effective automatically upon filing) within a
period that avoids any interruption in the ability of Holders of Securities covered by the
expiring Shelf Registration Statement to make registered dispositions, a new registration
statement relating to the Securities, which shall be deemed the “Shelf Registration
Statement” for purposes of this Agreement.




     (g) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities or the Exchange Securities,
as the case may be, and provide the applicable trustee with printed certificates for the
Initial Securities or the Exchange Securities, as the case may be, in a form eligible for
deposit with The Depository Trust Company.




     (h) The Company will comply in all material respects with all rules and regulations
of the Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration.




     (i) The Company shall cause the Indenture to be qualified under the Trust Indenture
Act of 1939 (the “Trust Indenture Act”), as amended, in a timely manner and containing such
changes, if any, as shall be necessary for such qualification. In the event that such
qualification would require the appointment of a new trustee under the Indenture, the
Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the
Indenture.




     (j) The Company may require each Holder of Securities to be sold pursuant to the
Shelf Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to time
reasonably require for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that fails to furnish such
information within a reasonable time after receiving such request.




     (k) The Company shall use its commercially reasonable efforts to take all other steps
necessary to effect the registration of the Securities covered by a Registration Statement
contemplated hereby.



     4. Registration Expenses. The Company shall bear all fees and expenses incurred in
connection with the performance of its obligations under Sections 1 through 3 hereof.



     5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of
the Securities (with respect to a Shelf Registration Statement only), any Participating
Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of the Securities Act (each Holder, any Participating Broker-Dealer and such
controlling persons are referred to collectively as the “Indemnified Parties”) from and against any
loss, claim, damage or liability, joint or



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several, and any action in respect thereof, to which that Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement of a material fact contained in a Registration Statement at any time or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer
free writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), or arises out of, or is
based upon, the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and shall reimburse each
Indemnified Party for any legal and other expenses reasonably incurred by that Underwriter or
controlling person in investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred (but no more frequently than
annually); provided, however, that (i) the Company shall not be liable in any such case to the
extent that such loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus
or Issuer FWP in reliance upon and in conformity with written information furnished to the Company
by or on behalf of such Holder or Participating Broker-Dealer specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission
made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus relating to such
Securities was required to be delivered (including through satisfaction of the conditions of
Commission Rule 172) by such Holder or Participating Broker-Dealer under the Securities Act in
connection with such purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not conveyed to such person, at or
prior to the time of the sale of such Securities to such person, an amended or supplemented
prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue statement or
omission or alleged untrue statement or omission if the Company had previously furnished copies
thereof to such Holder or Participating Broker-Dealer; provided further, however, that this
indemnity agreement will be in addition to any liability which the Company may otherwise have to
such Indemnified Party.




     (b) Each Holder of the Securities and each Participating Broker-Dealer, severally and not
jointly, will indemnify and hold harmless the Company each of its directors, each of its officers
who signed the applicable Registration Statement and any person who controls the Company within the
meaning of the Securities Act or the Exchange Act from and against any loss, claim, damage or
liability, joint or several, and any action in respect thereof, to which the Company, or any such
director, officer or controlling person may become subject, under the Securities Act or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any
untrue statement or alleged untrue statement of a material fact contained in a Registration
Statement at any time or prospectus or in any amendment or supplement thereto or in any Issuer FWP,
or arises out of, or is based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, and
shall reimburse the Company for any legal and other expenses reasonably incurred by the Company, or
any such director, officer or controlling person in investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such expenses are incurred (but no more frequently
than annually), but in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such Holder or Participating Broker-Dealer
specifically for inclusion therein. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Company or any of its director, officers or controlling
persons.



     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of any
claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof
is to be made



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against the indemnifying party under this Paragraph 5, notify the indemnifying party
in writing of the claim or the commencement of that action, provided that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to an indemnified
party otherwise than under Section 5(a) or 5(b). If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any
other similarly notified indemnifying party, to assume the defense thereof with counsel
satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the indemnifying party shall
not be liable to the indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense thereof other than
reasonable costs of investigation. If the indemnifying party shall not elect to assume the defense
of such action, such indemnifying party will reimburse such indemnified party for the reasonable
fees and expenses of any counsel retained by them. In the event that the parties to any such action
(including impleaded parties) include both the Company and one or more Holders or Participating
Broker-Dealers and either (i) the indemnifying party or parties and indemnified party or parties
mutually agree or (ii) representation of both the indemnifying party or parties and the indemnified
party or parties by the same counsel is inappropriate under applicable standards of professional
conduct or in the opinion of such counsel due to actual or potential differing interests between
them, then the indemnifying party shall not have the right to assume the defense of such action on
behalf of such indemnified party and will reimburse such indemnified party for the reasonable fees
and expenses of any counsel retained by them and satisfactory to the indemnifying party, it being
understood that the indemnifying party shall not, in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys for all such indemnified parties, which firm shall be designated in writing by the
Joint-Lead Dealer Managers (as defined in the Offering Memorandum) in the case of an action in
which one or more Holders, Participating Broker-Dealers or controlling persons are indemnified
parties and by the Company in the case of an action in which the Company or any of its directors,
officers or controlling persons are indemnified parties. The indemnifying party or parties shall
not be liable under this Agreement with respect to any settlement made by any indemnified party or
parties without prior written consent by the indemnifying party or parties to such settlement.




     (d) If the indemnification provided for in this Section 5 shall for any reason be unavailable
to an indemnified party under Section 5(a) or 5(b) hereof in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to therein, then each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or action in respect
thereof, in such proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Holders or Participating Broker-Dealers on the other hand from the
exchange of the Securities, pursuant to the Registered Exchange Offer. If, however, this allocation
is not permitted by applicable law, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect
the relative benefits received by the Company on the one hand and the Holders or Participating
Broker-Dealers on the other hand from the exchange of the Securities, pursuant to the Registered
Exchange Offer, and the relative fault of Company on the one hand and the Holders or Participating
Broker-Dealers on the other hand with respect to the statements or omissions which resulted in such
loss, claim, damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference to whether the untrue
or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the Holders or Participating Broker-Dealers,
the intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by an indemnified party
as a result of the loss, claim, damage or liability, or action in respect thereof, referred to



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above in this Section 5(d) shall be deemed to include, for purposes of this Section 5(d), any legal
or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Paragraph 9(d), no
Holder of Securities or Participating Broker-Dealer shall be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders or Participating
Broker-Dealer from the sale of the Securities pursuant to a Registration Statement exceeds the
amount of damages which such Holders or Participating Broker-Dealer have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.




     (e) The agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.



     6. Additional Interest Under Certain Circumstances. (a) Additional interest (the
“Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any
of the following events occur (each such event in clauses (i) through (iv) below a “Registration
Default”):




     (i) If the Exchange Offer Registration Statement is not declared effective by the
Commission on or prior to the 330th day after the Issue Date;




     (ii) If neither the Registered Exchange Offer is consummated within 360 days after
the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has
become effective within 270 days after the date, if any, on which the Company became
obligated to file the Shelf Registration Statement;




     (iii) If after the Exchange Offer Registration Statement is declared effective such
Registration Statement thereafter ceases to be effective or usable (except as permitted in
paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the
consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within
the 330-day period described in Section 6(a)(i) above); or




     (iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes
automatically) effective, and for a period time that exceeds 180 days in the aggregate in
any 12-month period in which the Registration Statement is required to be effective (A)
such Registration Statement thereafter ceases to be effective during the period required
herein; or (B) such Registration Statement or the related prospectus ceases to be usable
(except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the
periods specified herein because either (1) any event occurs as a result of which the
related prospectus forming part of such Registration Statement would include any untrue
statement of a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made not
misleading, (2) it shall be necessary to amend such Registration Statement or supplement
the related prospectus, to comply with the Securities Act or the Exchange Act or the
respective rules thereunder, or (3) the Registration Statement has expired before a
replacement Shelf Registration Statement has become effective.


Additional Interest shall accrue on the Initial Securities over and above the interest set forth in
the title of the Securities from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults have been cured.
Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is
continuing, until all Registration





9









 







Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and
the interest rate will revert to the applicable original rate set forth in the title of the
Securities. In no event shall the Company be obligated to pay Additional Interest for (i) more than
one Registration Default under this Section 6(a) at any one time or (ii) for a period of more than
one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for
any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration
Statement.




     (b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof
shall be deemed not to have occurred and be continuing in relation to a Registration Statement or
the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the
filing of a post-effective amendment to such Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related prospectus or (y)
other material events, with respect to the Company that would need to be described in such
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Registration Statement and
related prospectus to describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall
be payable in accordance with the above paragraph from the day such Registration Default occurs
until such Registration Default is cured.



     (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of
Section 6(a) above will be payable in cash on the regular interest payment dates with respect to
the Initial Securities. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied
by a fraction, the numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.



     Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section
6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or
otherwise, available to any Holder with respect to any Registration Default.



     (d) “Transfer Restricted Securities” means each Security until (i) the date on which such
Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of a Initial Security for an Exchange Security, the
date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on
or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on
which such Initial Security has been effectively registered under the Securities Act and disposed
of in accordance with the Shelf Registration Statement, (iv) the date on which such Initial
Security is distributed to the public pursuant to Rule 144 under the Securities Act or (v) the
earliest date that is no less than two years after the Issue Date on which such Security (except
for Securities held by an affiliate of the Company) may be resold in reliance on paragraph (b)(1)
of Rule 144 under the Securities Act.



     7. Rules 144 and 144A. The Company shall, to the extent it is required to do so under the
Exchange Act, use its commercially reasonable efforts to file the reports required to be filed by
it under the Exchange Act in a timely manner and, if at any time the Company is not required to
file such reports, it will, upon the request of any Holder of Initial Securities, use its
commercially reasonable efforts to make publicly available other information so long as necessary
to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Initial Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Initial Securities without
registration under the Securities Act within the limitation of the exemptions



10









 




provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). Upon the request of any Holder of
Initial Securities, the Company shall deliver to such Holder a written statement as to whether it
has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall
be deemed to require the Company to register any of its securities pursuant to the Exchange Act.




     8. Miscellaneous.



     (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the Majority Holders of the Securities affected by
such amendment, modification, supplement, waiver or consents. As used herein, “Majority Holders”
means, as of any date, Holders of a majority of the aggregate principal amount of such Securities;
provided that any Securities owned directly or indirectly by the Company or any of its affiliates
shall not be counted in determining whether the consent by the Holders was given.



     (b) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:



          (1) if to a Holder of the Securities, at the most current address given by such Holder to the
Company.




          (2) if to the Dealer Managers: to the addresses listed on Schedule I




     with a copy to:


Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, CA 90067

Attention: Patrick S. Brown, Esq.




          (3) if to the Company, at its address as follows:



AT&T Inc.

208 S. Akard Street, 35th Floor

Dallas, TX 75202

Telecopy No.: (214) 486-8160

Attention: Senior Vice President and Treasurer




     with a copy to:


AT&T Inc.

208 S. Akard Street, 37th Floor

Dallas, TX 75202

Telecopy No.: (214) 746-2103

Attention: Senior Executive Vice President and General Counsel




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by



11









 




facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.




     (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into,
nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.



     (d) Successors and Assigns. This Agreement shall be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without need for an express
assignment, subsequent Holders. If any transferee of any Holder shall acquire Securities in any
manner, whether by operation of law or otherwise, such Holder shall be deemed to have agreed to be
bound by and subject to all the terms of this Agreement, and by taking and holding such Securities
such transferee shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement.



     (e) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (f) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.



     (h) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



     (i) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by
the Company or its affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.




12











 





     If the foregoing is in accordance with your understanding of our agreement, please sign
and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Dealer Managers and the Company in
accordance with its terms.



	 	 	 	 	 
	 	Very truly yours,



AT&T INC.

 	 
	 	By:  	
/s/ Jonathan P. Klug 
 	 
	 	 	Jonathan P. Klug 	 
	 	 	Senior Vice President and Treasurer	 



13









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed 
and accepted as of the date first
above written.






					
	 	
CREDIT SUISSE SECURITIES (USA) LLC

 	 
	 	By:  	/s/
Ben Oren	 
	 	 	Name:  	Ben Oren	 
	 	 	Title:  	Director	 



14









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed
and accepted as of the date first
above written.






					
	 	
DEUTSCHE BANK SECURITIES INC.

 	 
	 	By:  	/s/
Marc Fratepietro	 
	 	 	Name:  	Marc Fratepietro	 
	 	 	Title:  	Managing Director 	 
	 



					
	 	
 	 
	 	By:  	
/s/ John D. Bohner
 	 
	 	 	Name:  	John D. Bohner	 
	 	 	Title:  	Director	 



15









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed
and accepted as of the date first
above written.






					
	 	
MORGAN STANLEY & CO. INCORPORATED

 	 
	 	By:  	/s/
Yurij Slyz	 
	 	 	Name:  	Yurij Slyz	 
	 	 	Title:  	Executive Director	 



16









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed
and accepted as of the date first
above written.






					
	 	
CABRERA CAPITAL MARKETS, LLC

 	 
	 	By:  	/s/
Martin Cabrera 	 
	 	 	Name:  	Martin Cabrera 	 
	 	 	Title:  	CEO	 



17









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed
and accepted as of the date first
above written.






					
	 	
CASTLE OAK SECURITIES, L.P.

 	 
	 	By:  	/s/
Philip J. Ippolito	 
	 	 	Name:  	Philip J. Ippolito	 
	 	 	Title:  	Chief Financial Officer 

& Director of
Operations	 



18









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed
and accepted as of the date first
above written.






					
	 	
COMERICA SECURITIES, INC.

 	 
	 	By:  	/s/
Cynthia J. Higgins	 
	 	 	Name:  	Cynthia J. Higgins	 
	 	 	Title:  	Senior Vice President 	 



19









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed
and accepted as of the date first
above written.






					
	 	
LOOP CAPITAL MARKETS LLC

 	 
	 	By:  	/s/
Sidney Dillard	 
	 	 	Name:  	Sidney Dillard	 
	 	 	Title:  	Partner	 



20









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed
and accepted as of the date first
above written.






					
	 	
M.R. BEAL & COMPANY

 	 
	 	By:  	/s/
Joseph A. Mendola	 
	 	 	Name:  	Joseph A. Mendola	 
	 	 	Title:  	Legal Counsel & CCO	 
	 




21











 





The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.



RBS SECURITIES INC.




	 	 	 	 
	 	 
	By:  	
/s/ Michael L. Saron
 	 
	 	Name:  	Michael L. Saron 	 
	 	Title:  	Managing Director	 



22









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.



U.S. BANCORP INVESTMENTS, INC.




	 	 	 	 	 
	By:  	
/s/ David Wood 	 
	 	Name:  	David Wood	 
	 	Title:  	Managing Director	 



23









 






	 	 	 	 	 



SCHEDULE I




Dealer Managers




Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629




Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005




Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036




Cabrera Capital Markets, LLC

10 S. LaSalle Street , Suite 1050

Chicago, IL 60603




CastleOak Securities, L.P.

110 East 59th Street

2nd Floor

New York, NY 10022




Comerica Securities, Inc.

201 W. Fort St., 2nd F1

Detroit, MI 48226




Loop Capital Markets LLC

200 W. Jackson Blvd., Suite 1600

Chicago, IL 60606




M.R. Beal & Company

110 Wall Street, 6th Floor

New York, NY 10005




RBS Securities Inc.

600 Washington Boulevard

Stamford, Connecticut 06901




U.S. Bancorp Investments, Inc.

214 N. Tryon Street, 26th Floor

Charlotte, NC 28202




24









 





ANNEX A





     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of 90 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any such resale. See
“Plan of Distribution.”



25









 





ANNEX B




     Each broker-dealer that receives Exchange Securities for its own account in exchange for
Securities, where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”



 









 





ANNEX C




PLAN OF DISTRIBUTION




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of
90 days after the Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In addition, until
          , 20[  ] , all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.(1)



     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.



     For a period of 90 days after the Expiration Date the Company will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer other than commissions or concessions of any brokers or
dealers and will indemnify the Holders of the Securities (including any broker-dealers) against
certain liabilities, including liabilities under the Securities Act.





 




			
	(1)	 	In addition, the legend required by
Item 502(e) of Regulation S-K will appear on the back cover page of the
Exchange Offer prospectus, if required.




 









 







ANNEX D



o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.




	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	Name:  	 	 
	 	Address:	 	 
	 	 	 	 
	 


If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.