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
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
EXHIBIT 1.2 GTE CORPORATION $3,000,000,000 Medium-Term Notes, Series A Distribution AgreementGte Corp • July 25th, 1997 • Telephone communications (no radiotelephone) • New York
GTE 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.
ARTICLE I THE TRANSACTIONShare Exchange Agreement • December 23rd, 1998 • Gte Corp • Telephone communications (no radiotelephone) • New York
OR [The New Securities will not be redeemable prior to ( ). Thereafter, the new Securities will be redeemable on not less 30 nor more than 60 days notice given as provided in the Indenture, as a whole or in part, at the option of the Company, at the...Purchase Agreement • July 25th, 1997 • Gte Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 1.2 GTE CORPORATION $3,000,000,000 Medium-Term Notes, Series A Distribution AgreementGte Corp • July 15th, 1997 • Telephone communications (no radiotelephone) • New York
GTE CORPORATIONIndenture • October 3rd, 1995 • Gte Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.4 FORM OF FIXED RATE MEDIUM-TERM NOTE [FACE OF NOTE]Gte Corp • July 25th, 1997 • Telephone communications (no radiotelephone)
AND THE BANK OF NEW YORK, as Trustee _____________ THIRD SUPPLEMENTAL INDENTURE Dated as of July 1, 1997 TOGte Corp • July 15th, 1997 • Telephone communications (no radiotelephone)
ARTICLE IExecutive Severance Agreement • March 31st, 1999 • Gte Corp • Telephone communications (no radiotelephone) • New York
Trust Indenture Act Section of of 1939, as amended IndentureGte Corp • January 21st, 1997 • Telephone communications (no radiotelephone) • New York
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)
ORPurchase Agreement • May 14th, 1999 • Gte Corp • Telephone communications (no radiotelephone)
EXHIBIT 4.5 FORM OF FLOATING RATE MEDIUM-TERM NOTE [FACE OF NOTE]Gte Corp • July 15th, 1997 • Telephone communications (no radiotelephone)
OF MERGERAgreement and Plan of Merger • July 30th, 1998 • Gte Corp • Telephone communications (no radiotelephone) • New York
ARTICLE IExecutive Severance Agreement • November 13th, 1998 • Gte Corp • Telephone communications (no radiotelephone) • New York
TO INDENTUREGte Corp • January 21st, 1997 • Telephone communications (no radiotelephone)
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...Gte Corp • November 13th, 1998 • Telephone communications (no radiotelephone)
EXHIBIT (C)(1) AGREEMENT AND PLAN OF MERGER AMONG GTE CORPORATION GTE MASSACHUSETTS INCORPORATED AND BBN CORPORATION DATED AS OF MAY 5, 1997Agreement and Plan of Merger Agreement and Plan of Merger • May 12th, 1997 • Gte Corp • Telephone communications (no radiotelephone) • New York
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...Merger Agreement • May 12th, 1997 • Gte Corp • Telephone communications (no radiotelephone)
ARTICLE IExecutive Severance Agreement • November 13th, 1998 • Gte Corp • Telephone communications (no radiotelephone) • New York
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...Gte Corp • May 12th, 1997 • Telephone communications (no radiotelephone) • Massachusetts
Section 2. Annual Meeting.............................................. 1 Section 3. Special Meetings............................................ 2 Section 4. Place of Meetings........................................... 2 Section 5. Notice of...Gte Corp • September 21st, 1995 • Telephone communications (no radiotelephone)
amongGte Corp • December 9th, 1996 • Telephone communications (no radiotelephone)
PART ISeparation Agreement and General Release • March 30th, 2000 • Gte Corp • Telephone communications (no radiotelephone) • Kent
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...Gte Corp • March 31st, 1999 • Telephone communications (no radiotelephone)
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 Stock Option Agreement • May 12th, 1997 • Gte Corp • Telephone communications (no radiotelephone) • New York
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...Corporation Purchase Agreement • January 28th, 1997 • Gte Corp • Telephone communications (no radiotelephone)
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...Gte Corp • March 30th, 2000 • Telephone communications (no radiotelephone)
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...Gte Corp • March 10th, 1998 • Telephone communications (no radiotelephone) • Washington
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...Gte Corp • May 12th, 2000 • Telephone communications (no radiotelephone)
PART ISeparation Agreement and General Release • March 30th, 2000 • Gte Corp • Telephone communications (no radiotelephone) • New York
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...Gte Corp • March 31st, 1999 • Telephone communications (no radiotelephone) • New York
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...Gte Corp • August 13th, 1997 • Telephone communications (no radiotelephone)
ORPurchase Agreement • November 5th, 1999 • Gte Corp • Telephone communications (no radiotelephone)
