0000732717-12-000025 Sample Contracts

TRANSITION AGREEMENT
Transition Agreement • February 24th, 2012 • At&t Inc. • Telephone communications (no radiotelephone) • Georgia

THIS AGREEMENT is made and entered into this 29 day of December, 2003, by and between BellSouth Corporation, a Georgia corporation ("Company"), and Rafael de la Vega ("Executive") (each, a "Party" and, collectively, the "Parties"):

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Form of Director and Officer Indemnity Agreement
Indemnity Agreement • February 24th, 2012 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware

AGREEMENT, effective as of July 1, 1986, between Southwestern Bell Corporation, a Delaware corporation (the "Company"), and separately with each Director and Officer of the Company (the "Indemnitee").

TRUST AGREEMENT
American Telephone And • February 24th, 2012 • At&t Inc. • Telephone communications (no radiotelephone) • New Jersey

THIS AGREEMENT, amended and restated as of the 17th day of November, 1993, between American Telephone and Telegraph Company, a New York corporation (the "Company"), and Wachovia Bank of North Carolina, N.A., a national banking association (the "Trustee").

NEW CINGULAR WIRELESS SERVICES, INC. (F/K/A AT&T Wireless Services, Inc.), CINGULAR WIRELESS LLC, CINGULAR WIRELESS II, LLC (F/K/A Cingular Wireless II, Inc.), AT&T INC. AND Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of December 29, 2006 THIRD...
Third Supplemental Indenture • February 24th, 2012 • At&t Inc. • Telephone communications (no radiotelephone) • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of December 29, 2006, by and among New Cingular Wireless Services, Inc. (f/k/a AT&T Wireless Services, Inc.), a Delaware corporation (the "Company"), Cingular Wireless LLC, a Delaware limited liability company ("Cingular Wireless"), Cingular Wireless II, LLC (f/k/a Cingular Wireless II, Inc., a Delaware limited liability company ("Cingular Wireless II")), AT&T Inc., a Delaware corporation ("AT&T" and, together with Cingular Wireless, and Cingular Wireless II, the "Co-Obligors"), and U.S. Bank National Association, a national banking association, as Trustee (the "Trustee").

AGREEMENT AND RELEASE AND WAIVER OF CLAIMS
Agreement and Release and Waiver of Claims • February 24th, 2012 • At&t Inc. • Telephone communications (no radiotelephone) • Texas

This Agreement and the Release and Waiver contained herein are made and entered into in Dallas, Texas, by and between AT&T Management Services, L.P. (hereinafter "Company") and Mr. Rayford Wilkins, Jr. (hereinafter "Mr. Wilkins") for and in consideration of the mutual promises and agreements set forth below and are conditional on performance of such promises and agreements.

AMERICAN TELEPHONE AND TELEGRAPH COMPANY BENEFITS PROTECTION TRUST FIRST AMENDMENT
At&t Inc. • February 24th, 2012 • Telephone communications (no radiotelephone)

WHEREAS, effective May 1, 1992, AT&T Corp. (formerly American Telephone and Telegraph Company) (the “Company”) entered into an agreement which was subsequently amended and restated effective January 13, 1994 (the “Agreement”) with Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina, N.A.), as Trustee (“Trustee”), to provide certain assurances to senior managers of AT&T Corp. in connection with its nonqualified benefit plans and programs; and

AGREEMENT AND RELEASE AND WAIVER OF CLAIMS
Agreement and Release and Waiver of Claims • February 24th, 2012 • At&t Inc. • Telephone communications (no radiotelephone) • Texas

This Agreement and the Release and Waiver contained herein are made and entered into in Dallas, Texas, by and between AT&T Management Services, L.P. (hereinafter "Company") and Mr. Forrest Miller (hereinafter "Mr. Miller") for and in consideration of the mutual promises and agreements set forth below and are conditional on performance of such promises and agreements.

BELLSOUTH CORPORATION AMENDED AND RESTATED TRUST UNDER BOARD OF DIRECTORS BENEFIT PLAN(S)
Agreement • February 24th, 2012 • At&t Inc. • Telephone communications (no radiotelephone) • New York

This Agreement made this 11th day of October, 2006, by and between BellSouth Corporation, a Georgia corporation (Company) and The Northern Trust Company, an Illinois corporation of Chicago, Illinois (Trustee);

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