0001193125-20-040320 Sample Contracts

AT&T INC. 70,000,000 Depositary Shares, Each Representing a 1/1000th Interest in a Share of 4.750% Perpetual Preferred Stock, Series C UNDERWRITING AGREEMENT
Underwriting Agreement • February 18th, 2020 • At&t Inc. • Telephone communications (no radiotelephone) • New York

* Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing will be required, by virtue of the fact that the Depositary Shares initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

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DEPOSIT AGREEMENT among AT&T INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, and The Holders From Time to Time of the Depositary Receipts Described Herein Dated as of February 18, 2020
Deposit Agreement • February 18th, 2020 • At&t Inc. • Telephone communications (no radiotelephone) • New York

THIS DEPOSIT AGREEMENT, dated as of February 18, 2020, among AT&T Inc., a Delaware corporation (the “Corporation”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company” and together with Computershare, collectively, the “Depositary”), and the Holders from time to time of the Receipts (as defined below).

AT&T INC. €2,000,000,000 Fixed Rate Reset Perpetual Preferred Securities, Series B UNDERWRITING AGREEMENT
Underwriting Agreement • February 18th, 2020 • At&t Inc. • Telephone communications (no radiotelephone) • New York

* Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Preferred Securities on the date of pricing will be required, by virtue of the fact that the Preferred Securities initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

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