EXHIBIT 1.2 GTE CORPORATION $3,000,000,000 Medium-Term Notes, Series A Distribution AgreementDistribution Agreement • July 25th, 1997 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledJuly 25th, 1997 Company Industry JurisdictionGTE Corporation, a New York corporation ("GTE"), proposes to issue and sell from time to time its Medium-Term Notes, Series A (the "Securities") in an aggregate amount up to $3,000,000,000 and agrees with each of you (individually, an "Agent", and collectively, the "Agents") as set forth in this Agreement.
ORPurchase Agreement • May 14th, 1999 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledMay 14th, 1999 Company Industry
ARTICLE I THE TRANSACTIONShare Exchange Agreement • December 23rd, 1998 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledDecember 23rd, 1998 Company Industry Jurisdiction
GTE CORPORATIONIndenture • October 3rd, 1995 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledOctober 3rd, 1995 Company Industry Jurisdiction
EXHIBIT 99.2 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated July 27, 1998, between GTE Corporation, a New York...Stock Option Agreement • July 30th, 1998 • Gte Corp • Telephone communications (no radiotelephone) • Delaware
Contract Type FiledJuly 30th, 1998 Company Industry Jurisdiction
EXHIBIT 99.1 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated July 27, 1998, between Bell Atlantic Corporation, a...Stock Option Agreement • July 30th, 1998 • Gte Corp • Telephone communications (no radiotelephone) • Delaware
Contract Type FiledJuly 30th, 1998 Company Industry Jurisdiction
AND THE BANK OF NEW YORK, as Trustee _____________ SUPPLEMENTAL INDENTURE Dated as of , 199 TOSupplemental Indenture • October 3rd, 1995 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledOctober 3rd, 1995 Company Industry
AND THE BANK OF NEW YORK, as Trustee _____________ THIRD SUPPLEMENTAL INDENTURE Dated as of July 1, 1997 TOThird Supplemental Indenture • July 15th, 1997 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledJuly 15th, 1997 Company Industry
Trust Indenture Act Section of of 1939, as amended IndentureIndenture • January 21st, 1997 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledJanuary 21st, 1997 Company Industry Jurisdiction
TO INDENTURESupplemental Indenture • January 21st, 1997 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledJanuary 21st, 1997 Company Industry
ARTICLE IExecutive Severance Agreement • March 31st, 1999 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledMarch 31st, 1999 Company Industry Jurisdiction
ARTICLE IExecutive Severance Agreement • November 13th, 1998 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledNovember 13th, 1998 Company Industry Jurisdiction
ORPurchase Agreement • November 5th, 1999 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledNovember 5th, 1999 Company Industry
OF MERGERMerger Agreement • July 30th, 1998 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledJuly 30th, 1998 Company Industry Jurisdiction
amongAssociation Agreement • December 9th, 1996 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledDecember 9th, 1996 Company Industry
1 EXHIBIT 10.3 January 14, 1999 Charles R. Lee [Address] [Address] Dear Chuck: I am pleased to offer you this employment agreement (the "Agreement") with GTE Service Corporation ("Service Corp.") which will provide for employment stability for you and...Employment Agreement • March 31st, 1999 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledMarch 31st, 1999 Company Industry
Exhibit 10-3 June 4, 1998 Mr. J. Randall MacDonald [Address] [Address] Dear Randy: I am pleased to offer you this employment agreement (the "Agreement") with GTE Service Corporation ("Service Corp.") which will provide for employment stability for you...Employment Agreement • November 13th, 1998 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledNovember 13th, 1998 Company Industry
Section 2. Annual Meeting.............................................. 1 Section 3. Special Meetings............................................ 2 Section 4. Place of Meetings........................................... 2 Section 5. Notice of...By-Laws • September 21st, 1995 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledSeptember 21st, 1995 Company Industry
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS) OF BBN CORPORATION AT $29 NET PER SHARE BY GTE MASSACHUSETTS INCORPORATED A WHOLLY OWNED SUBSIDIARY OF GTE CORPORATION THE OFFER AND WITHDRAWAL RIGHTS...Offer to Purchase • May 12th, 1997 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledMay 12th, 1997 Company Industry
EXHIBIT 10.12 CONFIDENTIAL Employee Name Employee Address Dear [First Name]: As you know, on July 27, 1998, GTE Corporation entered into an Agreement and Plan of Merger (the "Definitive Agreement") with Bell Atlantic Corporation ("Bell Atlantic"). In...Merger Bonus Agreement • March 31st, 1999 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledMarch 31st, 1999 Company Industry Jurisdiction
EXHIBIT 4.4 FORM OF FIXED RATE MEDIUM-TERM NOTE [FACE OF NOTE]Fixed Rate Medium-Term Note • July 25th, 1997 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledJuly 25th, 1997 Company Industry
EXHIBIT (C)(1) AGREEMENT AND PLAN OF MERGER AMONG GTE CORPORATION GTE MASSACHUSETTS INCORPORATED AND BBN CORPORATION DATED AS OF MAY 5, 1997Merger Agreement • May 12th, 1997 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledMay 12th, 1997 Company Industry Jurisdiction
the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (c) Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares...Stock Option Agreement • May 12th, 1997 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledMay 12th, 1997 Company Industry Jurisdiction
ARTICLE IExecutive Severance Agreement • November 13th, 1998 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledNovember 13th, 1998 Company Industry Jurisdiction
5. The parties acknowledge that neither party or its Representatives, nor any of their respective officers, directors, employees, agents, or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934, as amended, makes...Confidentiality Agreement • May 12th, 1997 • Gte Corp • Telephone communications (no radiotelephone) • Massachusetts
Contract Type FiledMay 12th, 1997 Company Industry Jurisdiction
PART ISeparation Agreement • March 30th, 2000 • Gte Corp • Telephone communications (no radiotelephone) • Kent
Contract Type FiledMarch 30th, 2000 Company Industry Jurisdiction
Exhibit 1.1 GTE CORPORATION PURCHASE AGREEMENT GTE Corporation, a New York corporation ("GTE"), proposes to issue and sell $ ,000,000 aggregate principal amount of (the "New Securities"). Subject to the terms and conditions set forth or incorporated...Purchase Agreement • January 28th, 1997 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledJanuary 28th, 1997 Company Industry
1 EXHIBIT 10.12 January 24, 2000 PERSONAL & CONFIDENTIAL Mr. Jan Deur Dear Jan: In considering your many contributions and the critical nature of your role as we work toward conclusion of the merger with Bell Atlantic, the senior management team has...Merger Implementation and Retention Bonus Agreement • March 30th, 2000 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledMarch 30th, 2000 Company Industry
1 EXHIBIT 10-3 [GTE LETTERHEAD] January 20, 1998 Dear Bill, I am pleased to offer you an employment agreement (the "Agreement") with GTE Service Corporation ("GTE") which will provide for employment stability for you and long-term wealth-creation...Employment Agreement • March 10th, 1998 • Gte Corp • Telephone communications (no radiotelephone) • Washington
Contract Type FiledMarch 10th, 1998 Company Industry Jurisdiction
1 Exhibit 10 PERSONAL & CONFIDENTIAL February 14, 2000 Mr. James Attwood [Address] [Address] Dear Jim: On behalf of the entire senior management team at GTE, I am pleased to offer you this special compensation agreement (the "Agreement") with GTE...Special Compensation Agreement • May 12th, 2000 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledMay 12th, 2000 Company Industry
EXHIBIT 4.5 FORM OF FLOATING RATE MEDIUM-TERM NOTE [FACE OF NOTE]Floating Rate Medium-Term Note • July 15th, 1997 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledJuly 15th, 1997 Company Industry
PART ISeparation Agreement • March 30th, 2000 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledMarch 30th, 2000 Company Industry Jurisdiction
Exhibit 10 June 27, 1997 Mr. George Conrades 3 Channing Place Cambridge, MA 02138 Dear George: I want to let you know how pleased and excited I am that you will continue to lead BBN Corporation ("BBN") as it integrates with the data strategy of GTE...Letter Agreement • August 13th, 1997 • Gte Corp • Telephone communications (no radiotelephone)
Contract Type FiledAugust 13th, 1997 Company Industry
PART ISeparation Agreement • November 12th, 1999 • Gte Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledNovember 12th, 1999 Company Industry Jurisdiction
1 EXHIBIT 10.11 January 22, 1999 (Revised) Armen Der Marderosian [Address] [Address] Dear Armen: I want to personally let you know how much your many contributions to GTE and your valued leadership have been appreciated. In light of those...Transition Agreement • March 31st, 1999 • Gte Corp • Telephone communications (no radiotelephone) • New York
Contract Type FiledMarch 31st, 1999 Company Industry Jurisdiction