AT&T INC. 7.000% Global Notes due 2040

Exhibit 4.4

(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.
7.000% Global Notes due 2040

COMMON CODE 00206R AU6

ISIN NO. XS0426513387

No. I-1

     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 (Nominees) Limited, or registered assigns, the principal sum of sterling appearing on the attached Schedule of Increases and Decreases on April 30, 2040 (the “Maturity Date”), and to pay interest on said principal sum from April 30, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on April 30 in each year, commencing on April 30, 2010 (each an “Interest Payment Date”) and on the Maturity Date, at the interest rate of 7.000% 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 15 (the “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, the Paying and Transfer Agent and Registrar for the Notes, currently located at 101 Barclay Street, New York, New York 10286.

     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 sterling 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.

     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.

Trustee’s Certificate of Authentication

This is one of the 7.000% Global Notes due 2040
of the series designated herein referred to
in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Trustee

REVERSE OF NOTE

     This Note is one of a duly authorized issue of debt securities of AT&T issued under and pursuant to an Indenture, dated as of November 1, 1994, between AT&T and The Bank of New York Mellon, 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 £50,000 and integral multiples of £50,000 in excess thereof. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to £1,100,000,000.

     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 sterling, but holders of beneficial interests in Global Notes held through The Depository Trust Company (“DTC”), other than Euroclear and Clearstream, will receive payments in U.S. dollars unless they elect to receive payments in sterling. If a Holder through DTC has not made such an election, payments to the Holder will be converted to U.S. dollars by the exchange agent. All costs of conversion will be borne by the Holder by deduction from the payments. The U.S. dollar amount of any payment in respect of principal or interest received by a Holder not electing payment in sterling will be the amount of sterling otherwise payable exchanged into U.S. dollars at the sterling/ U.S.$ rate of exchange prevailing as at 11:00 a.m. (New York City time) on the day which is two Business Days prior to the relevant payment date, less any costs incurred by the exchange agent for the conversion (to be shared pro rata among the holders of beneficial interests in the Global Notes accepting U.S. dollar payments in proportion to their respective holdings), all in accordance with the Indenture and the Notes.

     If an exchange rate bid quotation is not available, the Trustee will obtain a bid quotation from a leading foreign exchange bank in The City of New York, which may be the Trustee or selected by the Trustee for that purpose after consultation with AT&T. If no bid quotation from a leading foreign exchange bank is available, payment will be made in sterling to the account or accounts specified by DTC to the Trustee unless sterling is unavailable due to the imposition of exchange controls or other circumstances beyond AT&T’s control. If payment in respect of the Notes is required to be made in a currency other than U.S. dollars and such currency is unavailable to AT&T due to the imposition of exchange controls or other circumstances beyond AT&T’s control or is no longer used by the government of the relevant country or for the settlement or transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until such currency is again available to AT&T or so used. The amount payable on any date in such currency will be converted into U.S. dollars on the basis of the most recently available market exchange rate for such currency. Any payment in respect of the Notes so made in U.S. dollars will not constitute an event of default under the Indenture.

     The holder of a beneficial interest in the Global Notes held through a participant of DTC (other than Euroclear or Clearstream) may elect to receive payment or payments under a Global Note in sterling by notifying the DTC participant through which its Notes are held on or prior to the applicable Regular Record Date of (1) the investor’s election to receive all or a portion of the payment in sterling and (2) wire transfer instructions to a sterling account located outside of the United States. DTC must be notified of an election and wire transfer instructions (1) on or prior to the third New York Business Day (as defined below) after the Record Date for any payment of interest and (2) on or prior to the fifth New York Business Day prior to the date for any payment of principal. DTC will notify the Trustee of an election and wire transfer instructions (1) on or prior to 5:00 p.m., New York City time, on the fifth New York Business Day after the Record Date for any payment of interest and (2) on or pri