Ameritech Corporation 225 West Randolph Street Chicago, Illinois 60606 United States Ameritech Luxembourg S.à r.l. 15, rue de la Chapelle L-1325 Luxembourg Ladies and Gentlemen:

Exhibit 4

June 9, 2004

Ameritech Corporation
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Xxxxxx Xxxxxx

Ameritech Luxembourg S.à x.x.
00, xxx xx xx Xxxxxxxx
X-0000 Xxxxxxxxxx

Ladies and Gentlemen:

Ameritech Luxembourg S.à x.x., a limited liability company organized under the laws of the Grand Duchy of Luxembourg (the “Seller”), proposes, subject to the terms and conditions stated herein, to sell ordinary shares, par value DKK 5 per ordinary share (the “Shares”), of TDC A/S, a company organized under the laws of the Kingdom of Denmark (the “Company”), to the investors procured by Citigroup Global Markets Limited, Xxxxxxx Sachs International, ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (each trading as ABN AMRO Rothschild), Deutsche Bank AG London, and X.X. Xxxxxx Securities Ltd. (the “Managers”) or, failing which, to the Managers. Subject to sub-Section 2(a) of this Agreement, an aggregate of 51,351,981 Shares (the “Securities”) are to be sold hereunder outside the United States in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and in the United States in reliance on Rule 144A (“Rule 144A”) under the Securities Act to investors reasonably believed to be “qualified institutional buyers” (as such term is defined in Rule 144A; “QIBs”).

Subject to the additional matters set out below, the Securities to be purchased by the Managers, if any, will be: (i) purchased severally, and not jointly, by the Managers in accordance with Regulation S, the Danish Securities Trading Act (Consolidated Act No. 1269 of December 19, 2003) and the rules and regulations of the Copenhagen Stock Exchange in relation to such trades; and (ii) resold by the Managers outside the United States in reliance on Regulation S and in the United States in reliance on Rule 144A to investors reasonably believed to be QIBs.

Seller’s Representations, Warranties and Undertakings

1. The Seller represents and warrants to, and agrees with, the Managers, as of the date hereof and as of the Instruction Date (as defined in Section 8 below), that:

(a) Corporate power and authority. It has full power under its constitutive documents and applicable law, and all authorizations, approvals, consents and licenses required by it have been unconditionally obtained and are in full force and effect, to permit it to enter into and perform this Agreement; and this Agreement has been duly authorized, executed and delivered by it and is a valid and binding agreement of it enforceable in accordance with its terms.

(b) No conflicts, etc. The sale and delivery of the Securities and the compliance by it with all of the provisions of this Agreement, as well as the consummation of the transactions herein contemplated, will not conflict with, result in a breach or violation of, or constitute a default under:

(i) any of the terms or provisions of any agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject; or

(ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets;

except for any such violation or breach under clause (i) above that would not have a material adverse effect on the ability of the Seller to consummate, or would not otherwise materially adversely affect, the transactions contemplated hereby.

(c) Title to the Securities. No person has any conflicting right, contingent or otherwise, to purchase or to be offered any of the Securities; the Seller has valid title to, and the legal right and the power to sell and transfer full beneficial and legal interest in, the Securities, and transfer of the Securities to investors procured by the Managers or to the Managers, as the case may be, will pass title to such Securities upon payment of the Purchase Price, free and clear of all security interests, liens, encumbrances, equities or other claims together with all rights and advantages now and hereafter attaching to such Securities.

(d) No stamp taxes. No VAT or stamp or other issuance or transfer taxes or duties are payable in Denmark or Luxembourg in connection with the sale and delivery of the Securities in the manner contemplated hereunder or the consummation of any other transaction contemplated herein in connection with the sale of such Securities.

(e) No manipulation. None of the Seller, any of its affiliates or any person acting on its or their behalf has or will make bids or purchases for the purpose of creating actual or apparent active trading in, or of raising the price of, any Shares or any right to purchase Shares or securities convertible into or exchangeable or exercisable for Shares that is designed to or that has constituted, or that might reasonably be expected to cause or result in, manipulation of the price of any security of the Company in order to facilitate the sale or resale of Shares; provided, however, that the Seller is furnishing no covenant or agreement pursuant to this Section 1(e) on behalf of, or with respect to actions regarding the Shares taken by, the Company, its subsidiaries or any person acting on its or their behalf for the period commencing on the Closing Date.

(f) No inside information. The sale of the Securities will not constitute a violation by the Seller of any applicable Danish or U.S. “xxxxxxx xxxxxxx”, “insider dealing” or “market abuse” laws or regulations, including, without limitation, Section 35 of the Danish Securities Trading Etc. Act and Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder.

(g) Directed selling efforts. None of the Seller, any of its affiliates or any person acting on its or their behalf has engaged or will engage in any “directed selling efforts” with respect to the Securities,

as defined in Regulation S, or in any general solicitation or general advertising with respect to the Securities, as defined in Regulation D under the Securities Act; provided, however, that the Seller is furnishing no covenant or agreement pursuant to this Section 1(g) on behalf of, or with respect to actions regarding the Shares taken by, the Company, its subsidiaries or any person acting on its or their behalf for the period commencing on the Closing Date.

(h) No registration. Assuming the accuracy of the representations and warranties of the Managers and their affiliates contained in Section 4 hereof and their compliance with their agreements set forth herein, no registration of the Securities under the Securities Act is required for the transfer and sale of the Securities in the manner contemplated hereby.

(i) Fungibility. The Securities, when issued, satisfied the eligibility requirements of Rule 144A(d)(3) under the Securities Act.

Sale and Purchase

2. (a) Subject to the terms and conditions set forth in this Agreement: (i) the Seller agrees to sell the Securities, at a net price per Security of DKK 188.50 (the “Purchase Price”), which equals 9,679,848,418.50 in the aggregate for all the Securities, to (1) the investors procured by the Managers or (2) failing which, to the Managers; and (ii) the Managers agree to procure investors for or, failing which, to purchase the Securities, in each case at the Purchase Price, in the following proportions:

(1) Citigroup Global Markets Limited will (A) procure investors for 17,973,193 Securities or (B) failing which, purchase 17,973,193 Securities;

(2) Xxxxxxx Xxxxx International will (A) procure investors for 12,837,995 Securities or (B) failing which, purchase 12,837,995 Securities; and

(3) ABN AMRO Rothschild will (A) procure investors for 12,837,995 Securities or (B) failing which, purchase 12,837,995 Securities;

(4) Deutsche Bank AG London will (A) procure investors for 3,851,399 Securities or (B) failing which, purchase 3,851,399 Securities;

(5) , X.X. Xxxxxx Securities Ltd. will (A) procure investors for 3,851,399 Securities or (B) failing which, purchase 3,851,399 Securities;

provided, however, that the sum of (1) the aggregate number of Securities which the Managers agree to purchase from the Seller pursuant to this sub-Section 2(a) and (2) the aggregate number of Shares otherwise owned by such Managers, in each case as of the Closing Date, shall not be greater than the number of Shares corresponding to 29% of the Company’s issued share capital as of the Closing Date.

(b) The Seller authorizes and instructs the Managers to procure investors for the Securities pursuant to the terms and conditions of this Agreement and for such purposes the Seller irrevocably appoints the Managers to act as its agents and the Managers accept such appointment.

(c) The Seller agrees to pay the Managers in the aggregate a fee, net of VAT, of 0.75% of the aggregate gross proceeds to the Seller from the sale of the Securities, and the Seller may, in its sole discretion, pay the Managers an additional incentive fee of up to 0.50% of such proceeds (the 0.75% fee and the incentive fee, if any, the “Fee”).

Ownership Limitation; Distribution

3. (a) Each Manager acknowledges and agrees that nothing contained in this Agreement shall constitute, or be deemed to constitute, any grant of approval by the Company in respect of any shareholding exceeding the relevant threshold specified in Article 5(3) of the Articles of Association of the Company.

(b) Each Manager agrees to use its reasonable efforts to place the Securities as soon as possible after execution of this Agreement such that, to the best of its knowledge, no placement to a single investor, whether by such Manager as agent for the Seller or as underwriter, shall be of a number of Securities which, combined with any other Shares owned by such investor, would in the aggregate comprise more than 9.5% of the Company’s issued share capital. In connection with the placement of the Securities, each Manager further agrees to provide the Company and the Seller access to the orders received in respect of the Securities, during the placement and before the transfer or sale of the Securities, promptly upon request by the Company or the Seller.

Managers’ Representations, Warranties and Undertakings

4. On and as of the date hereof and on and as of the Instruction Date:

(a) Each Manager severally represents and warrants to the Seller and agrees with the Seller that neither it, nor any of its affiliates nor any person acting on its or their behalf has been or will take any action in any jurisdiction that would result in a public offering of the Securities in any country or jurisdiction where registration or qualification for that purpose is required.

(b) Each Manager severally represents, warrants and covenants to the Seller and agrees with the Seller, on its own behalf and on behalf of each of its affiliates and each person acting on its or their behalf that:

(i) neither it nor any of its affiliates nor any person acting on its or their behalf has offered or sold or, prior to the expiration of the period of six months from the Closing Date, will offer or sell any Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to

the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;

(ii) it, each of its affiliates and other person acting on its or their behalf have only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services Xxxxxx Xxx 0000 (the “FSMA”)) received by it, any of its affiliates or any person acting on its or their behalf in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company;

(iii) it, each of its affiliates and each person acting on its or their behalf have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Shares in, from or otherwise involving the United Kingdom;

(c) Each Manager severally acknowledges that the Securities are not registered for sale in the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, each Manager severally represents, warrants, covenants and agrees that neither such Manager, nor any of its affiliates, nor any person acting on its or their behalf has offered or sold, or will offer or sell, the Securities directly or indirectly in the United Sates or any state or territory of the United Sates, except pursuant to Rule 144A under the Securities Act or in “offshore transactions” (as defined in Regulation S) and in compliance with the applicable securities laws and regulations of the United States and such state or territory, and each Manager severally represents that it will take reasonable steps to ensure that each purchaser of the Securities is aware that (i) the Securities are not registered for sale in the United States and may not be offered or sold within the United States except pursuant to an exemption from or a transaction not subject to the registration requirements of the Securities Act and (ii) the Seller may be relying on the exemption from Section 5 of the Securities Act provided by Rule 144A thereunder.

(d) No form of general solicitation or general advertising (within the meaning of Regulation D) has been or will be used by such Manager, any of its affiliates or any person acting on its or their behalf in connection with the offer and sale of the Securities pursuant hereto.

(e) Each Manager and each of its affiliates and any person acting on its or their behalf have not engaged and will not engage in any “directed selling efforts” (as defined in Regulation S) with respect to the Securities.

(f) Each Manager severally represents and warrants to the Seller that:

(i) the book building process in respect of the transactions contemplated by this Agreement, including the pricing and allocation of the Shares, has been carried out and will be executed in accordance with generally accepted market practice; and

(ii) the allocation of the Shares made in connection with the sale of the Shares pursuant to the terms and conditions of this Agreement will be executed in all material respects as presented by the Managers to the Seller as of the date hereof.

Settlement

5. Unless otherwise agreed by the parties, completion of the sale and purchase of the Securities will take place on June 15, 2004 (the “Closing Date”), by credit through the facilities of the Danish Securities Centre of the Securities to an account or accounts designated by the Managers, against payment by or on behalf of the Managers of the Purchase Price multiplied by the number of Securities, less the Fee, in same-day funds.

Seller’s Covenants

6. The Seller covenants and agrees with the Managers that:

(a) Prompt Payment. It will promptly pay or transfer to or to the order of the Managers, on behalf of the purchasers of the Securities, as the case may be, upon receipt, any dividend or distribution declared or other rights declared or distributed by the Company in respect of the Securities for which a record date occurs on or after the date hereof and before the Closing Date.

(b) Further Assurances. It undertakes, at its own expense, to execute all such documents and do all such acts and things as the Managers may reasonably require in order to give effect to the terms of this Agreement and to enable the sale and purchase of the Securities to be carried out and given full force and effect.

(c) Notice. It will notify the Managers forthwith if on or prior to noon (London time) the Instruction Date it comes to the Seller’s knowledge that any of the representations, warranties, undertakings or agreements set out in Section 1 above ceases to be true and accurate or becomes misleading in any material respect or that there has been any breach of any of such representations, warranties, undertakings or agreements.

(d) Lock-up. In the case the Seller maintains a residual stake in the Company, during the period beginning on the date hereof and ending 180 days from the date hereof, neither it nor any of its agents, nominees, affiliates (excluding the Company and its subsidiaries), subsidiary companies, associated companies or pension or similar plans will offer, sell, contract to sell or otherwise dispose of any Shares, or securities convertible into, exchangeable for or representing the right to receive any Shares other than:

(i) pursuant to the prior written consent of Citigroup Global Markets Limited, Xxxxxxx Xxxxx International and ABN AMRO Rothschild, such consent not to be unreasonably delayed or withheld;

(ii) pursuant to the terms and conditions of a public offer to tender or exchange all of the Shares;

(iii) pursuant to the terms and conditions of the Company’s share repurchase program;

(iv) to an affiliate of the Seller that has agreed in writing (with a copy to the Managers) to be bound by the terms of this sub-Section 6(d); or

(v) to a pension or similar plan that has agreed in writing (with a copy to the Managers) to be bound by the terms of this sub-Section 6(d);

provided, however, that, for the avoidance of doubt, references to the “Seller” in this sub-Section 6(d) shall not be deemed to include the Company or any of its subsidiaries.

Expenses

7. Except as may otherwise be provided in this Agreement, each party shall bear its own fees, disbursements, costs and expenses incidental to the performance of its obligations hereunder; except that the Seller shall bear all of the costs of VAT, stamp duties, depositary fees, transfer taxes and duties incident to the sale and delivery of the Securities to investors procured by the Managers. The Seller agrees to pay to the Managers amounts equal to the reasonable fees, disbursements and expenses of the Managers’ legal advisors and the Managers’ reasonable out-of-pocket expenses incurred in connection with the transaction contemplated by this Agreement, together in each case with an amount equal to any VAT payable thereon, up to a maximum aggregate amount of $500,000; provided, however, that the Managers shall deliver to the Seller a reasonably detailed invoice relating to such fees, disbursements and expenses. The agreements and covenants of the Seller in this Section 7 shall survive termination of this Agreement.

Conditions to the Issuance of Settlement Instructions

8. The obligations of the Managers to issue irrevocable payment instructions in respect of the settlement of the transactions contemplated by this Agreement shall be subject to the following conditions:

(a) Representations and Warranties. All representations and warranties and other statements herein by the Seller are, at and as of the business day preceding the Closing Date (the “Instruction Date”), true and correct in all material respects.

(b) No Adverse Change. Prior to the Instruction Date, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Company’s most recent annual report or subsequent public information releases issued prior to the date hereof that, in the reasonable judgment of the Managers and after consultation with the

Seller to the extent such consultation is practicable, is material and adverse and makes it impracticable to conduct the placement of the Securities in the manner contemplated herein.

(c) Opinion. There shall have been delivered to the Managers opinions from Xxxxxxxx & Xxxxxxxx LLP, Linklaters Xxxxxx and Kromann Reumert in the forms attached as Appendices I, II and III hereto, respectively.

(d) Company Buyback.

(i) The Company and the Seller shall have signed the Sale and Purchase Agreement, dated as of the date hereof, in respect of the purchase of 18,084,363 Shares by the Company from the Seller (the “Sale and Purchase Agreement”); and

(ii) the Company shall have issued prior to 12:00 noon (London time) on the Instruction Date its settlement instructions to Danske Bank A/S (“Danske Bank”) in respect of the purchase of 18,084,363 Shares from the Seller pursuant to the Sale and Purchase Agreement in the form set forth in Schedule 5 thereto, which instructions shall become irrevocable upon Danske Bank’s receipt of written confirmation from each of the Managers of its delivery instructions with respect to the Securities in the form attached as Appendix IV hereto.

The Managers in their sole discretion may waive any of the foregoing conditions. If any condition to the Managers’ obligations has not been satisfied prior to the Instruction Date, the Managers may elect, in their sole discretion and after consultation with the Seller to the extent such consultation is practicable, to terminate this Agreement. Sections 7, 9, 13, 14, 15, 16 and 17 shall survive any such termination.

Indemnity

9. (a) Indemnity. The Seller will indemnify and hold harmless the Managers against any losses, claims, damages or liabilities (“Losses”) to which the Managers may become subject insofar as such Losses (or actions in respect thereof) relate to or arise out of any breach or alleged breach of the representations and warranties, covenants or other undertakings of the Seller in this Agreement, other than any Losses that result from the Managers’ bad faith or gross negligence; and, subject to the provisions of sub-Section (c) of this Section 9, the Seller agrees to reimburse the Managers for any legal or other expenses reasonably incurred by the Managers in connection with investigating or defending any such action or claim as such expenses are incurred.

(b) Scope. (i) The obligations of the Seller under this Section 9 shall be in addition to any liability that the Seller may otherwise have and shall extend, upon the same terms and conditions, to the directors, officers, employees and controlling persons within the meaning of the Securities Act, as the

case may be, of the Managers and each of its affiliates within the meaning of the Securities Act (and shall include the partners of any such affiliate) (each, an “Indemnified Person”).

(ii) The indemnification obligations of the Seller set forth in this Section 9 shall survive termination of this Agreement.

(iii) The aggregate liability of the Seller pursuant to the indemnification obligations of the Seller set forth in this Section 9 shall be limited to DKK 9,679,848,418.50.

(c) Indemnification Procedures. Each Indemnified Person shall give notice as promptly as reasonably practicable to the Seller of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Seller shall not relieve the Seller from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The Seller shall be entitled to assume conduct of the defense of any such action by notice to the Indemnified Person with counsel satisfactory to such Indemnified Person (which shall not, except with the consent of such Indemnified Person, be counsel to the Seller). The Seller shall not be liable to the Indemnified Person under sub-Section (a) of this Section 9 for any fees or expenses of counsel to the Indemnified Person in connection with the defense of any such action incurred after the date upon which the Seller gives notice of its election to assume the conduct of such defense but shall remain liable for any other Losses incurred by that Indemnified Person arising out of or in connection with any such action. In no event shall the Seller be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Persons in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The Seller shall not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgement with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 9 (whether or not the Indemnified Persons are actual or potential parties thereto), unless such settlement, compromise, consent or judgment (i) includes an unconditional release of each Indemnified Person from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in this Section 9 is unavailable to an Indemnified Person in respect of any Losses referred to herein, then the Seller, in lieu of indemnifying such Indemnified Person, shall contribute to the amount paid or payable by such Indemnified Person as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Seller on the one hand and the Managers on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Seller and the Managers in connection with the omission, breach of securities laws, misrepresentation or breach of warranty or other obligation under this Agreement which resulted in

such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Seller and the Managers shall be deemed to be in the same proportion as the total net proceeds from the offering received by the Seller, and the total commissions received by the Managers, bear to the aggregate Purchase Price of the Securities sold pursuant to this Agreement.

Default by One or More of the Managers

10. (a) If one or more of the Managers shall fail on the Closing Date to procure investors for or purchase the Securities which it or they are obligated to procure investors for or purchase under this Agreement (the “Defaulted Securities”), the Managers shall have the right, within 24 hours thereafter, to make arrangements for the non-defaulting Manager(s) to place or purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, within such 24-hour period the Managers shall not have completed such arrangements, or after giving effect to such arrangements there shall have remained Defaulted Securities to be placed or purchased, then:

(i) In case of default by one Manager, each of the non-defaulting Managers shall be obligated, severally and not jointly, to purchase the full amount of the remaining Defaulted Securities at the Purchase Price in the proportions that its underwriting obligations hereunder bear to the underwriting obligations of the other non-defaulting Manager or Managers; provided, however, that the sum of (1) the aggregate number of Default Securities to be so purchased by the non-defaulting Managers, (2) the aggregate number of Securities which the Managers (including the defaulting Manager or Managers) agree to purchase from the Seller pursuant to sub-Section 2(a) of this Agreement and (3) the aggregate number of Shares otherwise owned by the Managers (including the defaulting Manager or Managers), in each case as of the Closing Date, shall not be greater than the number of Shares corresponding to 29% of the Company’s issued share capital as of the Closing Date in respect of all of the Managers (including the defaulting Manager or Managers) or 9.5% of the Company’s issued share capital as of the Closing Date in respect of each Manager (including the defaulting Manager or Managers).

(ii) In case of default by Managers whose aggregate underwriting commitment is more than 50% of the Securities, this Section 10(a) shall terminate (without liability on the part of the non-defaulting Manager or Managers).

(b) No action taken pursuant to this Section 10 shall relieve any defaulting Manager from liability in respect of its default and, for the avoidance of doubt, each non-defaulting Manager shall be entitled to claim against each defaulting Manager in respect of such defaulting Manager’s default.

(c) In the event of any such default which does not result in a termination of this Agreement, either (i) the non-defaulting Managers or (ii) the Seller shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in any documents or arrangements. As used herein, the term “Manager” includes any person substituted for a Manager under this Section 10.

Termination

11. This Agreement shall be subject to termination in the sole discretion of the Managers, and after consultation with the Seller to the extent such consultation is practicable, by notice given to the Seller prior to the Instruction Date, if at any time prior to such time (i) trading in the Shares shall have been suspended by the Copenhagen Stock Exchange or the New York Stock Exchange or trading in securities generally on either such exchange shall have been suspended or limited or minimum prices shall have been established on either such exchange; (ii) a banking moratorium shall have been declared by U.S. federal, New York state or Danish authorities; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States or Denmark of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Managers, impractical or inadvisable to proceed with the offering or delivery of the Securities.

No Disclosure

12. Following the execution of this Agreement and prior to the Closing Date, except as may be required by applicable law or regulation, the transactions contemplated by this Agreement may not publicly be disclosed to any third party (other than to the Company and professional advisors to the Seller, the Company and the Managers) or otherwise publicly referred to unless the Seller and the Managers otherwise agree, provided that, for the avoidance of doubt, nothing in this Section 12 shall prevent the Managers from disclosing (in a manner consistent with the Managers’ undertakings set forth in Section 4 hereof) the transactions contemplated by this Agreement to potential investors to the extent such disclosure is appropriate in connection with the offering and placement of the Securities.

Guarantee

13. (a) Ameritech Corporation, a Delaware corporation (the “Guarantor”), hereby fully, unconditionally and irrevocably guarantees (the “Guarantee”) the performance of all of the obligations of the Seller under this Agreement, including the due and punctual payment by the Seller of any amounts payable under this Agreement and the satisfaction of each of the representations and warranties, indemnities, covenants and agreements of the Seller (the “Guaranteed Obligations”); provided, however, that each Manager agrees that it will make no claim under such Guarantee unless:

(i) the aggregate amount of cash and cash equivalents held by the Seller is equal to less than €1 billion (as documented in form reasonably satisfactory to the Managers) and the amount of the claim exceeds the amount of cash and cash equivalents held by the Seller at the time of such claim; or

(ii) the Seller has commenced (or third parties have commenced in respect of it) any proceeding for liquidation, dissolution or similar proceeding; or

(iii) regardless of the amount of the claim, a demand for payment has been made on the Seller that the Seller has failed to pay within 30 days.

In case of the failure of the Seller promptly to pay any amounts or to make whole the Managers for any of its obligations under this Agreement, the Guarantor hereby agrees to cause the payment of such amounts to be made promptly when and as such amounts become due and payable and as if such amounts were paid by the Seller or to promptly make whole the Managers for such obligations. Subject to the first sentence of this Section 13, the Guarantor hereby agrees that its obligations hereunder will be absolute and unconditional, irrespective of, and will be unaffected, to the fullest extent permitted by applicable law, by any act, omission, matter or thing which, but for this Section 13, might operate to release or otherwise exonerate in whole or in part the Guarantor from such obligations, or otherwise reduce, limit or affect such obligations, including:

(i) any amendment to or variation of this Agreement or of any other document referred to herein;

(ii) any time, indulgence, waiver or consent at any time given to the Seller or any other person;

(iii) any compromise or release of, or abstention from obtaining, perfecting or enforcing in whole or in part any security or other right or remedy whatsoever against the Seller or any other person;

(iv) any legal limitation, disability, incapacity or other circumstance relating to the Seller or any other person;

(v) any irregularity, unenforceability or invalidity of any of the obligations of the Seller pursuant to this Agreement; or

(vi) the dissolution, amalgamation, reconstruction or insolvency of the Seller.

The Guarantor covenants that its obligations hereunder will not be discharged except by complete performance by the Seller of its obligations under this Agreement, including complete payment of the amounts due by the Seller hereunder. Notwithstanding the foregoing, the Managers agree to give the Seller notice of any claim under this Agreement (unless such party has been dissolved or liquidated) prior to making any demand under this Section 13 in respect of the Guaranteed Obligations. In the event that any payment to the Managers in respect of any amounts due by the Seller under this Agreement is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor will remain liable for such amounts to the extent provided herein as if such amounts had not been paid. The aggregate amount to be paid under this Section 13 by the Guarantor in respect of a particular Guaranteed Obligation shall be net of any prior payment to the Managers by the Seller in respect of such Guaranteed Obligation.

(b) Notwithstanding anything to the contrary in this Section 13:

(i) the requirements and waivers of the Guarantor set forth above in sub-Section 13(a) shall not operate to waive, affect or impair (x) any of the rights of the Seller enumerated in this Agreement, including but not limited to any right to receive notice, (y) any right of the Seller to assert any defense

otherwise applicable to any of the Guaranteed Obligations or (z) any right of the Guarantor to receive notice under this Agreement;

(ii) the Guaranteed Obligations shall be determined in accordance with the provisions of this Agreement;

(iii) without limiting the generality of the foregoing, if a Guaranteed Obligation is compromised in accordance with the provisions of this Agreement, such Guaranteed Obligation shall be compromised for purposes of the Guarantee;

(iv) if the Seller is entitled to assert a defense, counterclaim or right of setoff to a Guaranteed Obligation in accordance with the terms of this Agreement, the Guarantor shall be entitled to assert the same defense, counterclaim or right of offset under this Guarantee; provided, however, that the Guarantor shall not be permitted to assert such counterclaim if the claim has been finally resolved on the merits in favor of the Managers in a prior suit by the Managers against the Seller; and

(v) the waiver by the Guarantor of its right to assert a defense in any suit by the Managers seeking payment by the Guarantor of amounts due hereunder in the circumstances set forth in Section 13, shall not in any way limit or bar the ability of the Guarantor or the Seller to assert such issue, action or circumstance as a counterclaim in any such suit;

provided, however, that the Guarantor shall not be permitted to assert such counterclaim if the claim has been fully resolved on the merits in favor of the Managers in a prior suit by the Managers against the Seller.

(i) in the event of dissolution, winding-up or liquidation of the Seller, the Guarantor shall succeed to all of the rights and obligations (subject to the provisions of this Section 13) of the Seller hereunder; and

(ii) the Guarantor may be substituted by SBC Communications Inc. (“SBC”), in the own discretion of the Guarantor, so long as SBC expressly assumes by an agreement supplemental hereto, executed and delivered to the Managers, in form reasonably satisfactory to the Managers, the performance and observance of the obligations and agreements of the Guarantor under this Agreement.

Survival of Representations

14. The indemnities, agreements, representations, warranties and other statements of the Seller, as set forth in this Agreement or made by or on behalf of it, shall remain in full force and effect and shall survive delivery of and payment for the Securities.

Notices

15. All statements, requests, notices and agreements hereunder shall be in writing, and shall be delivered or sent by mail or facsimile transmission, if to the Managers to: (i) Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Attention: Xxxxxxx Xxxxxxx, fax: x00 000 0000000; (ii) Xxxxxxx Sachs International, Peterborough Court, 000 Xxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Attention: Equities Counsel, fax: x00 000 0000 0000; (iii) ABN AMRO Rothschild, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxxxxx: Xxxxx Xxxxxxx, fax: x00 000 000 0000; (iv) Deutsche Bank AG London, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Attention: Xxxxx Xxxxxxxx, fax: x00 000 000 0000; and (v) X.X. Xxxxxx Securities Ltd., c/o 00 Xxxxxxxxxxxx, Xxxxxx XX0X 0XX, Attention: Equity Syndicate Desk, fax: x00 000 000 0000; and, if to the Seller and/or the Guarantor to SBC Communications Inc., 000 X. Xxxxxxx, Xxx Xxxxxxx, Xxxxx 00000, fax: x0 (000) 000-0000, Attention: Senior Vice President & Assistant General Counsel, International/M&A. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

Successors, Assigns, Etc.

16. This Agreement shall be binding upon, and inure solely to the benefit of, the Managers, the Seller and the Guarantor and, to the extent provided herein, any directors, officers, employees, controlling persons or affiliates of the Managers, the Seller and the Guarantor, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. Time shall be of the essence in this Agreement.

Governing Law

17. This Agreement shall be governed by and construed in accordance with New York law, and the parties irrevocably submit to the courts of New York, which shall have non-exclusive jurisdiction to hear and decide any suit, action, dispute or proceeding relating to this Agreement (“Proceedings”), and for this purpose each party irrevocably submits to the jurisdiction of the courts of New York. Each party waives any objection it might at any time have to the courts of New York being nominated as the forum to hear and decide Proceedings and agrees not to claim that the courts of New York are not an appropriate or convenient forum. Process relating to the Proceedings may be served on the Seller by being delivered to CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. This will not affect the Managers’ rights to serve process in any other manner that is in accordance with applicable laws and regulations.

Counterparts

18. This Agreement may be executed by the parties hereto in any number of counterparts and via facsimile, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please sign and return to us an original counterpart hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among the Seller and the Managers.


Very truly yours,

CITIGROUP GLOBAL MARKETS LIMITED		XXXXXXX XXXXX INTERNATIONAL

By:	/s/ XXXXXXX XXXX	By:	/s/ XXX XXXXXXX


	Name: XXXXXXX XXXX		Name: XXX XXXXXXX

	Title: MANAGING DIRECTOR		Title: MANAGING DIRECTOR

ABN AMRO BANK N.V. AND
NM ROTHSCHILD & SONS LIMITED
(EACH TRADING AS ABN AMRO ROTHSCHILD)		DEUTSCHE BANK AG LONDON

By:	/s/ X. xx XXXXX	By:	/s/ XXXXXXXX XXXX


	Name: X. XX XXXXX		Name: XXXXXXXX XXXX

	Title: AUTHORIZED ATTORNEY		Title: DIRECTOR

X.X. XXXXXX SECURITIES LTD.

By:	/s/ E.J.W. XXXXXX


	Name: E.J.W. XXXXXX

	Title: VICE PRESIDENT

Accepted as of the date hereof:

AMERITECH LUXEMBOURG S.À X.X.		AMERITECH CORPORATION

By:	/s/ XXXXXXXX X. XXXX	By:	/s/ XXXXXXXX X. XXXX


	Name: XXXXXXXX X. XXXX		Name: XXXXXXXX X. XXXX

	Title: MANAGER		Title: AUTHORIZED REPRESENTATIVE

Appendix I: Form of Opinion of Xxxxxxxx & Xxxxxxxx LLP

June •, 2004

Citigroup Global Markets U.K. Equity Limited,
     Citigroup Centre,
          33 Canada Square,
               Xxxxxx Xxxxx,
                    Xxxxxx X00 0XX,
                         Xxxxxxx.

Xxxxxxx Sachs International,
     Peterborough Court,
          000 Xxxxx Xxxxxx,
               Xxxxxx XX0X 0XX,
                    Xxxxxxx.

ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (each trading as ABN AMRO Rothschild),
     000 Xxxxxxxxxxx,
          Xxxxxx XX0X 0XX,
               Xxxxxxx.

Deutsche Bank AG London,
     0 Xxxxx Xxxxxxxxxx Xxxxxx,
          Xxxxxx XX0X 0XX,
               Xxxxxxx.

X.X. Xxxxxx Securities Ltd.,
     c/o 00 Xxxxxxxxxxxx,
          Xxxxxx XX0X 0XX,
               Xxxxxx Xxxxxxx.

Ladies and Gentlemen:

In connection with the several purchases procured or made today by you (the “Managers”) pursuant to the Accelerated Bookbuilt Offering Agreement (the “ABO Agreement”), dated June 9, 0000, xxxxxxx Xxxxxxxxx Xxxxxxxxxx S.à.x.x, a limited liability company organized under the laws of the Grand Duchy of Luxembourg (the “Selling Shareholder”), and Ameritech Corporation, a Delaware Corporation (the “Guarantor”), on the one hand, and the Managers, on the other hand, of 51,351,981 ordinary shares, par value DKK 5 per share (the “Shares”), of TDC A/S (the “Company”), we, as United States counsel for the Selling Shareholder, have examined the ABO Agreement, the Sale and Purchase Agreement, dated June 9, 2004, between the Selling Shareholder and the Guarantor, on the one hand,

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and the Company, on the other hand (the “Sale and Purchase Agreement”), and such corporate records, certificates and other documents, and such questions of U.S. Federal law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that no registration of the Shares under the U.S. Securities Act of 1933, as amended (the “Securities Act”), is required for (1) the offer by the Managers, and the initial sale and delivery by the Selling Shareholder to the investors procured by the Managers, of the Shares and (2) the sale and delivery of the Shares by the Selling Shareholder to the Managers and the offer and initial resale of such Shares by the Managers, in each case in the manner contemplated by the ABO Agreement. We express no opinion, however, as to when and under what circumstances the Shares may subsequently be reoffered or resold.

The foregoing opinion is limited to the Federal laws of the United States and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

In connection with our opinion set forth above, with your approval, we have relied upon the representations, warranties, agreements and undertakings made by the Selling Shareholder and the Managers in the ABO Agreement and by the Selling Shareholder and the Company in the Sale and Purchase Agreement with respect to the manner of offering and selling the Shares, the absence of any directed selling efforts (as defined in Regulation S under the Securities Act) and the absence of any form of general advertising or general solicitation in the United States in connection with the offer and sale of the Shares and with respect to certain other matters. In addition, we have assumed that you will offer and sell the Shares only in accordance with the ABO Agreement.

Also, with your approval, we have relied as to certain matters on information obtained from officers of the Company, officials of the Selling Shareholder and other sources believed by us to be responsible, and we have assumed that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

Very truly yours,

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Appendix II: Form of Opinion of Linklaters Xxxxxx


				0 Xxx Xxxxx Xxxxxx
				X.X. Xxx 0000
Xxxxxxx				X-0000 Xxxxxxxxxx
				Telephone (352) 26 08 1
				Facsimile (000) 00 00 00 00
				xxx.xxxxxx@xxxxxxxxxx.xxx

Citigroup Global Markets Limited
Xxxxxxx Sachs International
ABN AMRO Bank N.V. and
NM Rothschild & Sons Limited
(each trading as ABN AMRO Rothschild)

Deutsche Bank AG London,

X.X. Xxxxxx Securities Ltd.

TDC A/S

				, 2004

Dear Sirs,

Ameritech Luxembourg S.à.x.x.

1 Introduction

We have acted as special Luxembourg counsel to Ameritech Luxembourg S.à.x.x., a Luxembourg limited liability company (société à responsabilité limitée) (the “Company”), in connection with the sale by the Company of the Securities (as defined below) and the TDC Shares (as defined below). This Opinion is being rendered pursuant to Section 8(c) of the agreement, dated June 9, 2004, executed by Citigroup Global Markets Limited, Xxxxxxx Sachs International, ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (each trading as ABN AMRO Rothschild), Deutsche Bank AG London, X.X. Xxxxxx Securities Ltd., the Company and Ameritech Corporation (the “Agreement”) in connection with the sale of 51,351,981 ordinary shares (the “Securities”) of TDC A/S (“TDC”) and Section 6.1.1.of the agreement, dated June 9, 2004, executed by TDC, the Company and Ameritech Corporation (the

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“Sale and Purchase Agreement”) in connection with TDC’s purchase from the Company of 18,084,363 ordinary shares in TDC (the “TDC Shares”). Capitalised terms used in this legal opinion (the “Opinion”) not otherwise defined herein shall have the same meaning when used herein as in the Agreement.

For the purpose of rendering this Opinion, we have examined originals or certified copies of the following documents:

1.		a copy of the Agreement dated June 9, 2004;

2.		a copy of the Sale and Purchase Agreement dated June 9, 2004;

3.		a copy of the restated Articles of Association of the Company at May 2, 2002, these Articles of Association not having been amended since that date based on a check carried out by us on the date of this opinion letter in Luxembourg records open to public;

4.		a copy of Managers Resolutions of the Company adopted on June 9, 2004 approving and authorising the sale of the Securities and the TDC Shares;

5.		an extract dated May 25, 2004 from the Luxembourg Register of Commerce and Companies concerning the Company;

6.		a non-bankruptcy certificate dated May 10, 2004 delivered by the Luxembourg District Court concerning the Company;

and such corporate documents and records of the Company and other certificates, documents, records and papers as we have deemed relevant and necessary in order to give the Opinion hereinafter set forth.

2 Luxembourg Law

This opinion speaks as of its date and is confined to and is solely given on the basis of the laws of Luxembourg as applied by the Luxembourg Courts, published and presently in effect. We undertake no responsibility to notify any addressee of this opinion of any change in the laws of Luxembourg or their construction or application after the date of this opinion.

In this opinion, Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon under the express condition that it is given under Luxembourg law and case law and that any issues of interpretation arising hereunder will be governed by Luxembourg law and be brought before a Luxembourg Court.

We express no opinion as to any laws other than the laws of Luxembourg and we have assumed that there is nothing in any other law that affects our opinion.

3 Assumptions

For the purpose of this opinion, we have assumed:

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	3.1		that the Agreement and the Sale and Purchase Agreement have been, or will be, duly authorised, executed and delivered by or on behalf of all relevant parties (other than the Company) and are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their respective terms under all other relevant laws (other than the laws of Luxembourg);

	3.2		that copy documents provided to us are true copies of, or in the final forms of, the originals;

	3.3		the genuineness of all signatures;

	3.4		that the Company derives a commercial or financial benefit from the Agreement to which it is a party; that the restated Articles of Association of the Company dated May 2, 2002 have not been amended and remain in full force and effect without modification (this assumption is based on a check carried out by us on the date of this opinion letter in Luxembourg records open to public and a confirmation hereof that we have obtained from the Company);

	3.5		that the minutes of the Board of Directors of the Company dated June 9, 2004 are true records of the proceedings described in them and remain in full force and effect without modification (this assumption is based on a confirmation hereof that we have obtained from the Company);

	3.6		the power, authority and legal right of all parties or other persons concerned under all relevant laws and regulations (other than the Company under the laws of Luxembourg) to enter into, execute and perform their respective obligations under the Agreement and the Sale and Purchase Agreement and to act otherwise in the present context; and

	3.7		that the Agreement has the same meaning and effect under the laws by which it is expressed to be governed as it would have if it were interpreted under Luxembourg law by a Luxembourg court and there are no provisions of those laws which would affect this opinion.

Opinion

Based on the documents referred to in paragraph 1 above, subject to the assumptions made in paragraph 3 and to the qualifications made in paragraph 5 and to any matters or documents not disclosed to us , we are of the following opinion:

4.1

The Company has been duly organized and is validly existing as a corporation under the laws of the Grand Duchy of Luxembourg, with corporate power and authority to enter into and perform the Agreement and the Sale and Purchase Agreement in accordance with their terms.

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	4.2		The Company has full power under its constitutive documents and applicable law, and all authorisations, approvals, consents and licenses required by it have been unconditionally obtained and are in full force and effect, to permit it to enter into and perform the Agreement and the Sale and Purchase Agreement and the Agreement and the Sale and Purchase Agreement have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms.

	4.3		The sale and delivery of the Securities and the TDC Shares and the compliance by the Company with all other provisions of the Agreement and the Sale and Purchase Agreement, as well as the consummation of the transactions contemplated in the Agreement and the Sale and Purchase Agreement, will not conflict with, result in a breach or violation of or constitute a default under the Articles of Association of the Company or Luxembourg law.

	4.4		No authorization, approval, consent, order, designation, declaration, license of or filing by or with any regulatory, administrative or other governmental body or court of the Grand Duchy of Luxembourg is required in connection with the execution and delivery of the Agreement and the Sale and Purchase Agreement.

	4.5		No VAT or stamp or other issuance or transfer taxes or duties are payable in connection with the sale and delivery of the Securities and the TDC Shares in the manner contemplated in the Agreement and the Sale and Purchase Agreement or the consummation of any other transaction contemplated in the Agreement and the Sale and Purchase Agreement in connection with the sale of such Securities and such TDC Shares.

Qualifications

	5.1		This opinion is subject to any limitations arising from bankruptcy, insolvency, liquidation, moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors.

	5.2		Other than the opinion expressed in paragraph 4.5, we do not express any opinion as to any taxation matters.

	5.3		The admissibility as evidence of the Agreement and the Sale and Purchase Agreement before a Luxembourg Court or public authority (“autorit” constituée”) to which the Agreement and/or the Sale and Purchase Agreement are produced may require that the Agreement/the Sale and Purchase Agreement come with a complete or partial translation in the French or German language and be subjected to the payment of a registration tax.

	5.4		We express no opinion on any documents referred to in the Agreement and the Sale and Purchase Agreement, but not specifically examined by us and as to the accuracy of any warranties and representations given or made by the Company (expressed or impliedly) save and insofar as the matters warranted are the subject matter of specific opinions in this letter.

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	5.5		The enforcement in Luxembourg of the Agreement and the Sale and Purchase Agreement may be limited by general principles of equity and good faith and specific performance and injunction remedies may not be available in Luxembourg. Further, claims may be barred by limitation period rules and set off and counter-claims rules.

	5.6		Limitation of liability clauses may be unenforceable in case of gross negligence or wilfull misconduct.

6		Reliance

		This opinion is solely for your benefit and solely for the purpose of the Agreement and the Sale and Purchase Agreement. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our written consent.

Yours sincerely,

Linklaters Xxxxxx
by

Xxx Xxxxxx

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Appendix III: Form of Opinion of Kromann Reumert


BY MAIL		LAW FIRM

Ameritech Luxembourg S.à.x.x.		5 SUNDKROGSGADE
Ameritch Corporation		XX-0000 XXXXXXXXXX Ø
		DENMARK
		TEL x00 00 00 00 00
		FAX x00 00 00 00 00

		DIR x00 00 00 00 00
		XX@XXXXXXXXXXXXXX.XXX
		XXX.XXXXXXXXXXXXXX.XXX

		• June 2004

Dear Sirs

SALE AND PURCHASE AGREEMENT DATED 9 JUNE 0000 XXXXXXX XXXXXXXXX XXXXXXXXXX S.À.X.X., AMERITECH CORPORATION AND TDC A/S

We have acted as Danish counsel to TDC A/S, a Danish corporation (the “Company”), in connection with the purchase by the Company of 18,084,363 own shares in the Company (the “Shares”) from Ameritech Luxembourg S.à.x.x. in accordance with the Sale and Purchase Agreement dated 9 June 2004 (the “Agreement”).

Capitalized terms used in this legal opinion (the “Opinion”) not otherwise defined herein shall have the same meaning when used herein as in the Agreement.

1.		Documents

		For the purpose of rendering this Opinion, we have examined the following documents (collectively, the “Documents”):

	i.		A Copy of Articles of Association of the Company dated 29 March 2004,

	ii.		Transcript as of the date of this Opinion from the Danish Commerce and Companies Agency (in Danish “Erhvervs- og Selskabsstyrelsen”), concerning the Company,

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	iii.		Extracts from the minutes of the meeting of the General Assembly of the Company on 29 March 2004,

	iv.		Copy of a notice to convene a board meeting of the Company to take place on the date of this letter,

	v.		Copy of letters of 9 June 2004 from Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxxx (as board members) and from J. Xxxxxxx Xxxxx (as executive committee member) whereby such board members and executive committee member declared themselves disqualified to take part in the board meeting referred to under (iv) above due to a conflict of interest between the Company and Seller,

	vi.		Extracts from the minutes from the meeting of the Board of Directors of the Company on the date of this letter, set out in Schedule 1 hereto,

	vii.		Copy of memorandum dated the date hereof, set out in Schedule 2, concerning utilization of the authorization granted by the Board of Directors to the Chairman of the Board and the Executive Committee members Henning Dyremose and Xxxx Xxxx Xxxxxxx pursuant to Schedule 1.

	viii.		Copy of the Rules of Procedure dated 10 December 2003 of the Board of Directors of the Company,

	ix.		A memorandum from the Company set out in Schedule 3 hereto, containing, inter alia, information that the Company as of 31 March 2004 had free reserves of DKK 26,229 million and according to which the Company as of 8 June 2004 owned 3,561,591 own shares, the correctness and completeness of which information as of today has been confirmed by the Executive Committee to the Board of Directors of the Company, as appears from the minutes referred to under (vi),

	x.		The Agreement,

		and such corporate documents and records of the Company and other certificates, documents, records and papers as we have deemed relevant and necessary in order to give the Opinion hereinafter set forth.

2.		Purpose

		This Opinion is rendered to you pursuant to Clause 6.1.2 of the Agreement.

3.		Assumptions

		In rendering this Opinion we have assumed

	i.		that all Documents supplied to us have been supplied in full and has not subsequently been altered or amended,

	ii.		the genuineness of the signatures on all original Documents or copies thereof which we have examined, and that the identities of the signatories are as stated to us,

	iii.		that any copy of any Document which we have examined is an authentic, complete and accurate copy of such document and to the extent we have not

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			examined executed versions of the Documents, that the original was or will be executed in the manner appearing from the draft or copy of the documents,

	iv.		that the Agreement has been duly authorised, executed and delivered by or on behalf of each of the parties thereto other than the Company,

	v.		that the extract of the minutes of the Board of Directors of the Company dated this date set out in Schedule 1 are true records of the proceedings described in them, that the minutes will be signed by all members of the Board of Directors and remain in full force and effect without modification,

	vi.		that the conditions for utilization of the authorization granted by the Board of Directors to the Chairman to execute, deliver and enter into the Agreement were fulfilled as of the entering into of the Agreement,

	vii.		that there is no provision of the law of any jurisdiction other than the Kingdom of Denmark which would have any adverse implication in relation to the opinions expressed herein,

	viii.		that the information set out in Schedule 3 hereto is correct and complete as of the signing of this letter,

	ix.		that neither the Company nor any shareholder of the Company, other than Ameritech Luxembourg S.à.x.x., can rightfully claim that Ameritech Luxembourg S.à.x.x., Ameritech Corporation or any persons acting on their behalf has excercised undue influence on the Company or any persons representing the Company in connection with the entering into of the Agreement or that Ameritech Luxembourg S.à.x.x.’s position of controlling shareholder of the Company has otherwise had any adverse impact on the Agreement from the Company’s point of view,

	x.		the accuracy and completeness of all factual matters, representations, warranties and other information described or set forth in the Documents,

	xi.		that the Company has not amended its Articles of Association or passed a voluntary winding-up resolution and no petition has been presented or order made by court for the insolvency or dissolution and no receiver, trustee, administrator or similar officer has been appointed in respect of the Company,

	xii.		that there are no changes with respect to the Documents provided after the date as stated thereon or, in the event that such Documents are undated, that such Documents reflect the actual situation as currently existing,

	xiii.		that the Company has valid business reasons to execute the transactions contemplated by the Agreement, and such transactions are in the best interest of the Company (the concept of “corporate benefit”).

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4.		Opinion

		Based on the foregoing assumptions and subject to the qualifications below, we are of the opinion that:

	i.		The Company has been duly organized and is validly existing as a corporation under the laws of the Kingdom of Denmark, with corporate power and authority to enter into the Agreement.

	ii.		The Agreement has been duly authorised, executed and delivered on behalf of the Company.

	iii.		The purchase of the Own Shares by the Company from Ameritech Luxembourg S.à.x.x. in accordance with the terms of the Agreement and the compliance by the Company with all of the provisions of the Agreement, as well as the consummation of the transactions contemplated by the Agreement, will not result in a breach or violation of the Articles of Association of the Company.

	iv.		No authorization, approval, consent, order, designation, declaration, license of or filing by or with any regulatory, administrative or other governmental body or court of Denmark is required to execute and deliver the Agreement.

5.		Qualifications

		This Opinion is subject to the following qualifications:

	i.		It is limited to the laws of Denmark relevant to the opinions set out above as in effect and applied today and we express no opinion with respect to the laws of any other jurisdiction, nor have we made any investigation as to any laws other than the laws of Denmark.

	ii.		We express no opinion on the validity of any provisions of the Agreement that refers to or is dependent on any laws of any other country than Denmark.

	iii.		We express no opinion on any Danish law or regulation other than as set out above, since you have been advised by Danish legal counsel in connection with the entering into of the Agreement.

	iv.		We express no opinion on whether or not the Agreement complies with Danish or international principles of “corporate governance”.

	v.		We express no opinion on the enforceability of the Agreement.

	vi.		We do not express any opinion as to any taxation matters.

	vii.		We express no opinion on any documents referred to in the Agreement, but not specifically examined by us (including but not limited to the ABO

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			Agreement) or on the accuracy and completeness of any warranties and representations given or made by the Company (expressed or impliedly).

	viii.		We express no opinion as to the accuracy and completeness of any announcements, press releases or filings made by the Company provided for or which is a direct or indirect consequence of the Agreement.

	ix.		We express no opinion on any direct or indirect consequence or effect for Ameritech Luxembourg S.à.x.x., Ameritech Corporation, the Banks or any third party of the ABO and the sale of the ABO Shares contemplated thereunder or any matter related thereto.

	x.		We express no opinion on the conduct and completion of the ABO, including but not limited to the Allocation and the Settlement.

	xi.		This opinion is subject to any limitations arising from bankruptcy, insolvency, liquidation, moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors.

	xii.		This opinion is subject to any matters, of law or otherwise, which your Danish or other legal counsel has or ought to have had advised you about prior to or after the entering into of the Agreement.

	xiii.		The admissibility as evidence of the Agreement before a Danish Court may require that the Agreement come with a complete or partial translation in the Danish language and be subjected to the payment of a court fee.

	xiv.		The enforcement in Denmark of the Agreement may be limited by general principles of equity and good faith and specific performance and injunction remedies may not be available in Denmark. Further, claims may be barred by limitation period rules and set off and counter-claims rules.

	xv.		The Opinion is strictly limited to the legal matters set forth herein and no opinion may be inferred or implied beyond that expressly stated herein.

	xvi.		The opinion expresses and describes Danish legal concepts in English and not in their original Danish terms; these concepts may not be identical to the concepts described by the English translations; this opinion may therefore be relied upon only on the condition that all words and expressions used herein shall be construed and interpreted in accordance with the laws of the Kingdom of Denmark.

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6.		Addresees and reliance

		This opinion is addressed to and is solely for the benefit of Ameritech Luxembourg S.à.x.x., Ameritech Corporation and the Banks and may not be relied upon by any other person, company, enterprise or institution except your successors and assigns, and may not be disclosed to any other person, company, enterprise or institution, except your successors and assigns, your legal advisors and (external) auditors and any other authority under whose supervision your operations or those of your successors and assigns may fall and to which you may need to disclose this opinion to under applicable law. The Opinion may not be used for any other purposes than in conjunction with the transactions contemplated by the Agreement.

		We disclaim any liability exceeding DKK 50,000,000.00 towards the Banks for any loss suffered by Banks in their relaince on this opinion, including if and to the extent the Banks undertake or abstain from any action whatsoever due to the opinion expressed herein. We shall further not be liable for any indirect or consequencial loss, including any loss of goodwill, suffered by the Banks.

		We expressly disclaim any responsibility to advise any party who is permitted to rely on or receive this Opinion of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this Opinion, even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any person relying on this Opinion at any time should seek advice of its counsel as to the proper application of this opinion letter at such time.

		This Opinion is to be governed by and construed in accordance with the laws of the Kingdom of Denmark and is subject to the exclusive jurisdiction of the Danish Courts.

Yours sincerely

Kromann Reumert

Xxxxxxxxx Xxxxxxxx

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Appendix IV: Form of Confirmation

Letterhead of [Citigroup/Xxxxxxx Sachs/ABN AMRO/Deutsche Bank/XX Xxxxxx]

BY FAX: x0 (000) 000-0000

Ameritech Luxembourg S.à.x.x.

c/o Senior Vice President & Assistant General Counsel, International/M&A

SBC Communications Inc.
000 X. Xxxxxxx,
Xxx Xxxxxxx,
Xxxxx 00000

Dear Sir,

Confirmation of Delivery Instruction.

Reference is made to TDC A/S’s and Ameritech Luxembourg S.à.x.x.’s Settlement Instruction of 9 June 2004.

We hereby confirm that pursuant to and in accordance with the terms of the placing agreement of 9 June 2004 among, inter alia, ourselves and yourselves, (including, for the avoidance of doubt, Clause 4(f)(ii) thereof), we have instructed our Danish settlement agent to deliver [number of shares] shares in TDC A/S to purchasers against the said purchasers’ simultaneous payment for value on 15 June 2004 of the purchase sums for the shares allocated to them.

We further confirm that such instructions will become irrevocable on our part at 12 noon (London time) on 14 June 2004.


Yours sincerely,

[Name of Manager]

cc:		Danske Bank
		Fax no. x00 00 00 00 00
		Attn: Xxxxxx Xxxxxxx-Xxxxxxxxx

cc:		TDC A/S
		Fax no. x00 00 00 00 00
		Attn: Xxxxx Xxxxxxxx/Xxxxxx Xxxxxx

X-0

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Ameritech Corporation 225 West Randolph Street Chicago, Illinois 60606 United States Ameritech Luxembourg S.à r.l. 15, rue de la Chapelle L-1325 Luxembourg Ladies and Gentlemen:

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