[Defendant's] WIRELESS ASSETS TRUST AMONG Defendant, [Defendant], and Joseph J. Simons, Esq., ("Trustee") with respect to the recently-formed U.S. wireless venture between Bell Atlantic Corporation ("Bell Atlantic") and Vodafone AirTouch Plc ("Vodafone") and the proposed merger between Bell Atlantic and GTE Corporation ("GTE"). WHEREAS, Bell Atlantic, GTE, and Vodafone hold, directly or through their subsidiaries or affiliates, FCC licenses used to provide commercial mobile radio services in various service areas throughout the United States; WHEREAS, Bell Atlantic and GTE have entered into a merger agreement, dated July 28, 1998, pursuant to which GTE will become a wholly-owned subsidiary of Bell Atlantic; WHEREAS, in connection with the proposed merger, Bell Atlantic and GTE have filed applications with the Federal Communications Commission ("FCC") seeking consent for the transfer of control of GTE's licenses and authorizations to Bell Atlantic; WHEREAS, on delegated authority, the FCC's Wireless Telecommunications and International Bureaus recently consented to the transfer of control or assignment of wireless licenses and international authorizations of Bell Atlantic and Vodafone, and Bell Atlantic and Vodafone have since combined their U.S. wireless assets in a joint venture doing business under the name Verizon Wireless; WHEREAS, the FCC has recently consented to the transfer of control of GTE's licenses and authorizations to Bell Atlantic (FCC 00-221, released June 16, 2000) (the "FCC Order"); WHEREAS, Defendant is subject to a Final Judgment of the United States District Court for the District of Columbia (the "Court") entered April 18, 2000, as may be amended from time to time (the "Final Judgment"); WHEREAS, pursuant to the Final Judgment, under certain circumstances Defendant is required to make an irrevocable transfer of certain assets in trust; WHEREAS, pursuant to the FCC Order and the FCC Rules, Defendant is permitted under certain circumstances to transfer assets to a divestiture trust; WHEREAS, pursuant to the Final Judgment, the Trustee of such trust shall be responsible for administering such assets in accordance with the terms of the Final Judgment and the FCC Rules, including, among other things, accomplishing a sale or other divestiture of such assets; WHEREAS, Defendant now wishes to create a trust in order to comply with the terms of the Final Judgment, the FCC Order, and FCC Rules; and WHEREAS, Joseph J. Simons, Esq. wishes to act as Trustee of such a trust. NOW, THEREFORE, Defendant and the Trustee hereby agree as follows: ARTICLE I DISPOSITION OF WIRELESS SYSTEM ASSETS A. Transfer of Wireless System Assets. Defendant hereby transfers to Joseph J. Simons, Esq. (the "Trustee") the property it owns that is described in the attached Schedule A, which shall constitute the initial principal of the [Defendant's] Wireless Assets Trust (hereinafter referred to as the "Wireless Assets Trust" or the "Trust") to be held in Trust for the exclusive benefit of Defendant as sole beneficiary of Trust income and principal. The Trustee shall administer and dispose of the initial principal of the Wireless Assets Trust, together with any and all additional property that Defendant transfers to the Trustee, at any time or from time to time pursuant to a Deed or Deeds of Transfer (or other instrument effecting a transfer) and that Defendant designates in such Deed or Deeds (or other instrument) as "Wireless System Assets," in accordance with the provisions of this agreement, the Final Judgment, the FCC Order, and FCC Rules. B. Trustee's General Responsibilities. The Trustee will be responsible for: (1) accomplishing a divestiture through the sale, transfer, or other disposition of all Wireless System Assets held in trust hereunder, in accordance with the terms of the Final Judgment, the FCC Order, and FCC Rules; (2) maintaining full records of all efforts made to divest the Wireless System Assets and all communications with Defendant; (3) exercising the responsibilities of the FCC licensees and authorization holders that are part of the Wireless System Assets; and (4) controlling and operating the Wireless System Assets to ensure that the Wireless System Assets businesses remain ongoing, economically viable competitors in the provision of mobile wireless telecommunications services in the Overlapping Wireless Markets, as such term is defined in the Final Judgment, until the Wireless System Assets are divested to one or more purchasers in accordance with the provisions of the Final Judgment, the FCC Order, and the FCC Rules. C. Disposition of Wireless System Assets. The Trustee shall sell, transfer or otherwise dispose of the Wireless System Assets in accordance with the provisions of the Final Judgment, the FCC Order, and FCC Rules (including, by way of illustration and not limitation, by entering into an agreement that satisfies the requirements of Section 1031 of the Code which may require the Trustee to direct cash proceeds of the disposition to be paid to a qualified intermediary) at the most favorable price and upon the most favorable terms then obtainable by reasonable effort. In connection with any such disposition of the Wireless System Assets, the Trustee may engage such investment bankers, attorneys, appraisers, accountants and other agents and professionals as the Trustee determines are reasonably necessary, and the costs of such sale, transfer, or other disposition, including the fees of all such agents and professionals retained by the Trustee hereunder, shall be borne by Defendant. Any such agent and professional shall be accountable solely to the Trustee. D. Communications Between Trustee and Defendant. Defendant shall designate a representative knowledgeable with the negotiations for the sale, transfer, or other disposition of the Wireless System Assets that are ongoing at the time this Trust is established. In accordance with the provisions of Section V.D of the Final Judgment, and to the extent not prohibited by the FCC Rules, the Trustee is authorized to initiate communications with the designated representative of Defendant with respect to negotiations for the sale, transfer, or disposition of the Wireless System Assets that began before the time this Trust is established. Except as otherwise specifically provided herein, Defendant shall not initiate communications with the Trustee regarding the operation or management of the Wireless System Assets, and the Trustee shall not provide any information to Defendant concerning the operation or management of the Wireless System Assets. Nothing in this agreement shall prohibit written communications between the Trustee and Defendant with respect to the fiduciary obligations owed by the Trustee to Defendant. If any question or dispute arises as to whether a communication is prohibited by this agreement, the matter shall be referred either by the Trustee or Defendant to the FCC or to an independent counsel, and the determination of the FCC or the independent counsel as to whether the communication is prohibited shall govern. If the question is referred to an independent counsel, all fees and costs (including without limitation the legal fees and expenses of the Trustee and Defendant) associated with obtaining such advice from independent counsel shall be borne by Defendant. E. Period for Divestiture. The Trustee shall accomplish, subject to the terms of the Final Judgment, the divestiture of the Wireless System Assets no later than one hundred eighty (180) calendar days after the Wireless System Assets are transferred to the Trustee (the "Divestiture Deadline"); provided, however, that if applications have been filed with the FCC and other appropriate regulatory agencies before the Divestiture Deadline seeking approval to assign or transfer control of licenses to the purchaser or purchasers of the Wireless System Assets ("Divestiture Applications") but approval of such applications has not been granted before the Divestiture Deadline, the Divestiture Deadline shall be extended with respect to the divestiture of those Wireless System Assets for which final regulatory approval has not been granted until five (5) business days after such approval is received. If the Trustee has not accomplished the divestiture of all of the Wireless System Assets within the time specified above, the Trustee thereupon shall file promptly with the Court a report as provided for in Section V.G. of the Final Judgment that is consistent with the FCC Order and FCC Rules. Compliance with the Final Judgment, as amended by any Court orders, shall constitute compliance with the provisions of this Section E. F. Trustee to Have Sole Management Authority. Until the completion of divestiture of the Wireless System Assets to a purchaser or purchasers in accordance with the Final Judgment, the FCC Order, and FCC Rules, the Trustee shall have sole and complete authority to manage and operate the Wireless System Assets and to exercise the responsibilities of the FCC licensee(s) and authorization holder(s) and shall not be subject to any direction or control by Defendant. The Trustee may also enter into one or more management agreements for the management of the Wireless System Assets by a third party under the supervision and control of the Trustee so long as any such agreement is in compliance with all regulatory and judicial requirements. To the extent that the Trustee determines in his or her discretion that management and operation of the Wireless System Assets consistent with past practices, or payment of charges and other expenses incurred in the management and operation of the Wireless System Assets (including with respect to environmental matters, as addressed in Article III Section E below), requires funds in excess of the ordinary cash flow of the Wireless System Assets, the Trustee may request in writing that Defendant provide to the Trustee funds in such amount as will make up the deficiency (a "Funding"). Defendant shall, within ten (10) days of receipt of such request, remit such Funding to the Trustee in the amount requested; provided, however, that if Defendant objects to providing such Funding and the United States agrees that such Funding is not required under the terms of the Final Judgment, then Defendant shall not be required to provide such Funding. The Trustee shall also have the authority to request and secure from Defendant transitional services to be provided for the Wireless System Assets. In order to avoid any disruption to the business of the Wireless System Assets or the employees of such business, the Trustee may require Defendant to pay employee benefits and payroll services under preexisting employee agreements while such assets are held in Trust; provided, however, that at all times during the pendency of the Trust such employees shall be under the control and direction of the Trustee and considered employees of the Trust except as noted in the preceding clause. G. Defendant's Obligations. To the extent not prohibited by the FCC Order or the FCC Rules, Defendant shall use its best efforts to assist the Trustee in accomplishing the divestiture of the Wireless System Assets, including its best efforts to provide information as required by the Trustee to obtain all necessary regulatory approvals. The Trustee and any consultants, accountants, attorneys, and other persons retained by the Trustee shall have full and complete access to the personnel, books, records, and facilities of the Wireless System Assets businesses to be divested, and Defendant shall develop financial or other information relevant to the business(es) to be divested customarily provided in a due diligence process as the Trustee may reasonably request, subject to customary confidentiality assurances. Subject to the terms of the Final Judgment, the FCC Order, and the FCC Rules, Defendant shall permit prospective purchasers of the Wireless System Assets to have reasonable access to personnel and to make such inspection of the Wireless System Assets to be sold and any and all financial, operational, or other documents and other information as may be relevant to the divestiture. H. Trustee's Reports. Until divestiture of the Wireless System Assets is complete, the Trustee shall file monthly reports with the parties to the Final Judgment, the Court, and the Wireless Telecommunications Bureau of the FCC, setting forth the Trustee's efforts to accomplish the divestiture ordered under the Final Judgment and the FCC Order and required by operation of FCC rules; provided, however, that to the extent such reports contain information that the Trustee deems confidential, such reports shall not be filed in the public docket of the Court, and such reports shall be filed in the public docket of the FCC only after such confidential information has been redacted. Such reports shall include the name, address, and telephone number of each person who, during the preceding month, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring the Wireless System Assets to be sold, transferred, or disposed of, and shall describe in detail each contact with any such person during that period. The report submitted to the FCC shall also contain a listing of the contacts (at a minimum, date, subject matter, and parties to the communication) between the Trustee and Defendant during the preceding month. I. Trustee's Accounts. As soon as reasonably practical, but in any event no later than thirty (30) days after the end of each calendar quarter, the Trustee shall deliver to the United States Department of Justice ("DOJ") and Defendant an account of the actions and transactions of the Trustee, consisting of the following statements: principal received; realized increases derived from principal on sales, exchanges or distributions; realized decreases to principal on sales, exchanges, collections or distributions; new investments; principal remaining on hand; income collected; expenses incurred (including taxes) irrespective of whether paid; income on hand; and a computation of the Trustee's compensation. Defendant shall have thirty (30) days to review the account and inform the Trustee and the United States if it has any objection to the account. If Defendant does not notify the Trustee in writing of any objections within thirty (30) days, the account shall be deemed approved. In the event Defendant does notify the Trustee of such an objection, the Trustee promptly shall petition the Court for judicial settlement of its account. J. Receipt of Proceeds Upon Divestiture. Upon a divestiture of Wireless System Assets (whether by sale, exchange or otherwise), the Trustee shall collect the proceeds of such divestiture and shall add such proceeds, including any income earned, to the principal of the Wireless Assets Trust. K. Termination of Trust. Upon the sale, transfer or disposition of all of the Wireless System Assets, the approval by the Court of the Trustee's account, the payment to the Trustee of all amounts due him or her in accordance with this agreement and the Final Judgment, FCC approval of the Divestiture Applications necessary to accomplish the divestiture of the Wireless System Assets, and FCC receipt of notice(s) of consummation relating to all such approved divestiture transactions, the Trustee shall distribute the then remaining trust property to Defendant and the Wireless Assets Trust shall terminate. ARTICLE II NATURE OF TRUST AND TRUST AGREEMENT A. Grantor Trust. The Wireless Assets Trust is intended to be a "grantor trust," the United States federal income taxation of which is governed by Subpart E of Subchapter J of the Code. The Trustee shall be responsible for timely filing all tax returns and providing such information, books and records of the Trust as are requested by Defendant for the purpose of preparing tax returns or otherwise dealing with tax authorities. B. Trust Agreement Irrevocable. This agreement is irrevocable and, except as otherwise specifically provided, may not be altered or amended. C. Independence of Trustee. The Trustee represents and warrants that, during the period of service as Trustee, he or she is not, and shall not become, an officer, employee, director or shareholder of Defendant. The Trustee further represents and warrants that he or she does not have (nor will have during the period of service as Trustee) any direct or indirect business or familial relationship with Defendant or any 1% or greater shareholder of Defendant. [Clifford Chance Rogers & Wells LLP (a law firm in which the Trustee is a partner) represents Defendant Bell Atlantic from time to time in matters unrelated to the sale, transfer or other disposition of the Wireless System Assets. The legal fees received by Clifford Chance Rogers & Wells LLP from Defendant Bell Atlantic are not material to the firm's business.] The Trustee is also serving as trustee for trusts created pursuant to the Final Judgment for the benefit of each of [insert] and [insert] and Defendant hereby waives any conflict of interest which may arise in connection with the Trustee serving as trustee for such other trusts. D. Additional Restrictions on Defendant. During the term of the Wireless Assets Trust, Defendant shall not be involved (directly or otherwise) with the operation or management of the Wireless System Assets or seek to influence the operation or management of the Wireless System Assets. E. Trustee as a United States Person. The Trustee represents and warrants that he is, and during the period of service as Trustee shall remain, a United States Person within the meaning of Section 7701(a)(30)(A) of the Code. ARTICLE III TRUSTEE POWERS A. General Trustee Powers. In addition to the powers now or hereafter conferred by applicable law, and subject to the requirements of Article I of this agreement and the FCC Rules, the Trustee may: (1) make payments or distributions of income or principal in kind or in money, or partly of each, in shares of differing composition; (2) hold, manage, insure, coinsure, reinsure, improve, repair and control all trust property, real or personal; (3) sell for cash or credit, or on installment at public or private sales, grant options to purchase and convey or exchange any and all of the trust property for such price, including property of equivalent value, and upon such terms, as the Trustee determines; (4) lease or license the use of any tangible or intangible personal property at any time forming a part of the trust property upon such terms as the Trustee determines; (5) borrow money from any source (including from himself or herself) extend or renew any existing indebtedness; mortgage or pledge any trust property; (6) release, assign, settle, compromise, contest, participate in mediation, agree to arbitrate and be bound thereby, extend the time for payment of, or abandon claims or demands in favor of or against the trust property or any part thereof; (7) sell, convey, exchange, release, mortgage, encumber, lease, partition, improve, manage, protect and subdivide any real estate interests or parts thereof; dedicate roads or other portions of the property for public use, adjust boundary lines, vacate any subdivisions or parts thereto, grant options to purchase; lease such property or any part thereof from time to time in possession or reversion, by leases to commence currently or in the future, and upon any terms and for any period or periods of time; renew or extend leases, amend, change or modify the terms and provisions of any lease, and consent to the assignment of leases, contract to make leases and grant options to lease and options to renew leases and options to purchase the whole or any part of any reversion; grant easements or charges of any kind; release, convey or assign any right, title or interest in or about an easement appurtenant to such property or any part thereof; construct and reconstruct, remodel, alter, repair, add to or take from buildings on such premises; purchase or hold real estate, improved or unimproved, or any reversion in real estate subject to lease; (8) purchase or otherwise acquire, for cash, credit, installments or like kind exchange, or invest in, reinvest in, retain or continue for an indefinite term, any "Business Entity" (as hereinafter defined) located within or without the United States, regardless of the form of ownership and even though it may be closely or privately held or may constitute all or a large portion of the trust property of a Trust; have and exercise all the powers necessary and incidental to ownership in such Business Entity; participate in the conduct of such Business Entity or rely upon others to do so, and take or delegate to others discretionary power to take any action with respect to its management and affairs that an individual could take as owner of such Business Entity, including the voting of stock, and the determination of all questions of policy; take possession of the assets of such Business Entity and exercise complete control by and management of such Business Entity, and in connection therewith, enter into and perform contracts, commitments, orders, and engagements; incur expenses and debts in connection with the conduct and operation of such Business Entity, and pay and discharge such expenses and debts; join in and execute operating agreements, partnership agreements and amendments thereto; participate in any incorporation, reorganization, merger, consolidation, recapitalization, liquidation or dissolution of such Business Entity, or any change in its nature and retain and continue such changed or successor Business Entity; invest additional capital in, subscribe to or buy additional stock or securities of or make or guarantee new or increased secured, unsecured or subordinated loans to any Business Entity with Trust funds; rely upon the reports of certified public accountants, appraisers, consultants and other professional advisors; elect, employ and compensate directors, officers, employees or agents of any Business Entity; deal with and act for such Business Entity in any capacity; sell, pledge or liquidate any interest in such Business Entity; (9) determine whether and to what extent receipts and expenditures should be allocated to or charged against income or principal and, except as may be otherwise provided herein, the Trustee is not required to adhere to the provisions of the applicable Principal and Income Act (but in no event shall any such allocation fundamentally depart from state law); establish out of income and credit to principal reasonable reserves for the depreciation or depletion of tangible personal properties; (10) employ and pay reasonable compensation to such employees, agents, brokers, advisors, trustees, custodians, depositories, title holders, escrowees, accountants, attorneys, investment counsel, appraisers, insurers and others (who may be the Trustee himself or herself in such other capacity or any firm or corporation with which the Trustee is associated), and execute any general or limited direction or power of attorney for any such employment or agency relationship; and such expenses shall not be charged against the compensation of the Trustee; (11) vote, or refrain from voting, any corporate stock, equity or any other ownership interest in any corporation or other entity, either in person or by general or limited proxy, for any purpose, including (without limitation) the election of any trustee or beneficiary as a director of any such entity; exercise or sell any conversion privilege, warrant, option or subscription right with respect to any security; consent to take any action in connection with, and receive and retain any securities resulting from, any reorganization, consolidation, merger, readjustment of the financial structure, sale, lease or other disposition of the assets of any corporation or other entity, the securities of which may at any time form a part of the trust property; deposit any securities with or under the direction of a committee formed to protect such securities and consent to or participate in any action taken or recommended by such committee; pay all assessments, subscriptions and other sums of money that may seem expedient for the protection of the interest of the Trust as the holder of such stocks, bonds or other securities; enter into an agreement making the Trust liable for a pro rata share of the liabilities of any corporation that is being dissolved and in which stock is held when, in the opinion of the Trustee, such action is necessary or otherwise advisable to the plan of liquidation and dissolution of any such corporation; join in and vote for participation in or modification or cancellation of any restrictive purchase or retirement agreement relating to any partnership interest, corporate stock or any other interest in any type of entity held as a part of the trust property; join in the formation, amendment, extension or cancellation of any voting trust, voting agreement or any type of shareholder agreement; (12) cause any securities or other trust property to be issued, held or registered in any Trustee's individual name or in the name of a nominee, with or without disclosure of any fiduciary capacity, or in a form such that title will pass by delivery; (13) transfer the situs of the administration of any trust hereunder and/or the location of any trust property to another jurisdiction within the United States as often as the Trustee deems it advantageous; and the Trustee may take whatever actions necessary or desirable (including, without limitation, the commencement of an appropriate judicial proceeding) in order to effectuate such a transfer of Trust situs administration or of the location of trust property; and if necessary for the transfer of the situs of the administration of a trust, the Trustee may designate a natural person or a bank or Trust company to assume office as a co-Trustee of that Trust, and thereafter may act as an advisor to such substitute Trustee and may receive reasonable compensation for so acting; (14) open and maintain one or more savings accounts or checking accounts and rent safety deposit boxes or vaults, wherever located, within or without the United States, even if the bank or trust company at which the safety deposit box or vault is located is acting as Trustee of such Trust; deposit to the credit of such account or accounts all or any part of the trust property, irrespective of whether such property may earn interest; add to or remove some or all of the items placed in any safety deposit box or vault; withdraw a portion or all of such funds so deposited by check or other instrument signed by the Trustee, or by such other person or persons as the Trustee may authorize, and any such bank, company or association may allow such person or persons access to such safety deposit box or vault and to pay such check or other instrument and also to receive the same for deposit to the credit of any holder thereof when so signed and properly endorsed, without inquiry of any kind; and access when so allowed and payments when so made by such bank, company or association, shall not be subject to objection by any person concerned or interested in any way in the Trust; (15) divide the trust property equally or unequally into two or more separate shares or Trusts for any purpose, each of which shall be administered and disposed of as a separate Trust having terms identical to those of the Trust from which it is created; (16) make or refrain from making any tax election; provided, however, that no election may be made that would change the status of the Trust from a grantor trust for income tax purposes; and (17) make any payment, receive any money, take any action and make, execute, deliver and receive any contract, deed, instrument or document, that the Trustee may deem necessary or advisable to exercise any of the Trustee's powers or to carry out any provisions contained herein; and in addition to the powers enumerated hereinabove, do all other acts that in the judgment of the Trustee are necessary or desirable for the proper administration of the Trust. B. Third Parties. No person dealing with the Trustee shall be obliged to inquire as to the powers of the Trustee, or to see to the application of money or property delivered to the Trustee, and the certificate of the Trustee that the Trustee is acting in compliance with this agreement shall fully protect all persons dealing with the Trustee. C. Powers, Duties, Limitations, Immunities and Liabilities of Successor Trustees. Wherever reference is made herein to the Trustee, such reference shall include any and all successor Trustees at any time before divestiture of the Wireless System Assets is completed acting as the Trustee over the Wireless System Assets; each successor Trustee shall be vested with all powers, duties, limitations and immunities as if originally named as Trustee. Successor Trustees shall not be liable or responsible in any way for the acts or defaults of any predecessor Trustee, nor for any loss or expense occasioned by any act by or omission of a predecessor Trustee and shall be liable only for his or her own acts and omissions with respect to trust property, and a successor Trustee may accept the account rendered and the assets and property delivered to him or her by the predecessor Trustee, and shall incur no liability by reason of so doing. D. Merger of Corporate Fiduciary. If any corporate fiduciary is merged into or consolidated with or sells or transfers all or substantially all of its assets and business to another corporate fiduciary, or is in any manner reorganized or reincorporated, the surviving corporate fiduciary shall thereupon become the corporate fiduciary without any further act on the part of such corporate fiduciary. E. Trustee Rights and Powers With Respect to Environmental Matters. The Trustee shall possess the broadest possible rights and powers regarding trust property that presents or may present environmental concerns. To that end, the Trustee may (1) maintain any real property or improvements in compliance with any environmental, health, or safety laws or regulations; (2) conduct environmental assessments, audits, inspections, and site monitoring; (3) take all appropriate remedial action to contain, clean up or remove any environmental condition including a spill, release, discharge or contamination; (4) institute legal proceedings concerning environmental conditions or contest or settle legal proceedings brought by any government agency concerned with environmental compliance, or by a private litigant; (5) employ and pay reasonable compensation to agents, consultants and legal counsel to assist or perform the powers granted in this paragraph; and (6) withhold a distribution or payment to a beneficiary until receiving from said beneficiary an agreement in which the beneficiary agrees to indemnify the Trustee against any claims filed against the Trustee asserting liability under any environmental law including liability as an "owner," "operator" or otherwise under the Comprehensive Environmental Response, Compensation Liability Act of 1980, as amended, or any regulation thereunder. The Trustee shall not be liable to any beneficiary, or to any other party interested in the Trust, for any loss or depreciation in value of the trust property as a result of the Trustee owning, operating, divesting, or retaining any property, on which there is discovered to be hazardous materials or substances requiring remedial action pursuant to any environmental law, unless the Trustee contributed to that loss or depreciation through intentional default or intentional misconduct. ARTICLE IV TRUSTEE COMPENSATION AND EXPENSES Defendant agrees to pay the Trustee compensation for his services in accordance with Exhibit A. Defendant further agrees to reimburse the Trustee for all expenses, including, without limitation, the fees and expenses customarily charged for such matters by the legal, accounting and other professional advisors and agents retained by the Trustee (including Clifford Chance Rogers & Wells LLP, a law firm of which the Trustee is a partner) to advise the Trustee in connection with his duties, obligations and other matters in connection with or arising out of this agreement, the FCC rules, or the Final Judgement. In addition, Defendant shall pay for all expenses incurred by the Trust in connection with the divestiture, through sale, transfer or other disposition, of the Wireless System Assets, including, without limitation, the fees and expenses customarily charged for such matters by the investment bankers, attorneys (including Clifford Chance Rogers & Wells LLP, a law firm of which the Trustee is a partner), appraisers, accountants and other agents and professionals engaged by the Trustee in connection with such divestitures, including expenses relating to unconsummated efforts to divest such assets. Defendant hereby agrees to reimburse the Trustee for expenses, including attorneys' and other advisers' fees, on a monthly basis upon presentation to Defendant of appropriate invoices. ARTICLE V TRUSTEE LIABILITY AND INDEMNIFICATION A. Liability of the Trustee. Notwithstanding any provision of law to the contrary: (1) the Trustee shall not be liable for any depreciation in value or other loss occasioned by any investment made in accordance with the terms of this agreement, provided the Trustee acts in good faith in making such investment; and, (2) the Trustee shall not be liable for any loss or damage occurring to the trust property as a result of the exercise of any discretion herein vested in the Trustee, except for such loss or damage as may result from the failure to abide by the terms of this agreement, bad faith, willful misconduct or gross negligence in the exercise of the Trustee's discretion. B. Indemnification. Defendant agrees to indemnify and hold harmless the Trustee (including within such term for purposes of this provision only any officers, directors, employees, advisers and agents of the Trustee) against any and all loss, claim, damage or liability (or actions in respect thereof) incurred by him or her in connection with or arising out of the administration of this Trust and the performance of his or her duties hereunder, and will reimburse the Trustee for any reasonable legal or other expenses incurred by the Trustee in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, including reasonable legal or other expenses incurred by the Trustee in asserting its right to indemnification hereunder. The Trustee shall notify Defendant promptly in writing of any claim for which it may seek indemnity. Failure by the Trustee to so notify Defendant within a reasonable time shall not relieve Defendant of its obligations hereunder. Neither the Trustee nor any of its officers, directors, employees, advisors, or agents shall be indemnified against any loss, claim, damage, liability or action resulting from such person's willful misconduct, gross negligence, or bad faith. Defendant's payment obligations pursuant to this provision are not limited to the assets in the Trust and shall survive the termination of the Trust. The obligations of Defendant under this provision shall be in addition to any liability which Defendant may otherwise have. The Trustee's rights to indemnification hereunder shall be in addition to any other legal or equitable remedies available to the Trustee. ARTICLE VI TRUSTEE RESIGNATION AND SUCCESSION A. Resignation. The Trustee may resign at any time and for any reason by delivering a duly acknowledged notice to Defendant and DOJ. Such resignation shall become effective upon the acceptance of the trusteeship by a successor Trustee selected by DOJ, appointed by the Court, and approved by the FCC (if such approval is required). B. Trustee Succession. If the Trustee resigns or ceases to serve for any other reason, the successor Trustee shall be such natural person, bank or trust company selected by DOJ and appointed by the Court and approved by the FCC (if such approval is required). Such natural person, bank or trust company shall accept the Trusteeship by executing a counterpart of this agreement. ARTICLE VII MISCELLANEOUS A. Governing Law. This agreement shall be construed and administered, and the validity of the Trust hereunder shall be determined, in accordance with the laws of the State of New York without giving effect to its conflicts of law principles. With the advance written consent of Defendant, the Trustee may amend this paragraph and take any other action in order to change the jurisdiction which law shall govern the construction, administration and validity of any Trust hereunder, and to amend any other provision of this agreement solely for such purposes. The jurisdiction which law governs the construction, administration and validity of the Trust may, but need not be the same as the situs of the administration of the Trust. B. Situs of Administration. The situs of the administration of the Wireless Assets Trust shall be the District of Columbia, and the jurisdiction governing all disputes and/or litigation shall be the United States District Court for the District of Columbia. C. Severability. If any provision of this agreement or the application of any such provision to any person or circumstance is determined to be invalid, illegal or unenforceable to any extent, the remainder of this agreement or the application of such provision to persons or circumstances other than those for which it is determined to be invalid, illegal or unenforceable shall not be affected thereby and each other provision of this agreement shall be valid and shall be enforced to the fullest extent permitted by law. To the extent permitted by applicable law, the Trustee and Defendant waive all provisions of law that render any provision hereof invalid, illegal or unenforceable in any respect. D. Amendments. This agreement shall not be amended, altered, or modified except by an instrument in writing duly executed by each of the parties hereto. No amendment, alteration, or modification that affects the Trust's compliance with (i) the FCC Order or FCC Rules will be made without obtaining the prior approval of the FCC, or (ii) the Final Judgment will be made without obtaining the prior approval of DOJ. In the event that the FCC Order, FCC Rules, and/or the Final Judgment is amended, supplemented, or modified, the corresponding terms and conditions of this agreement, if applicable, shall likewise be deemed amended so as to cause any such terms and conditions to be consistent with such amendment, supplement, or modification. E. Singular and Plural. As used herein, the singular shall include the plural, and the plural shall include the singular, wherever the context and facts require such construction. F. Headings. The headings, titles and subtitles herein are for convenience of reference only and are to be ignored in any construction of the provisions hereof. G. Counterparts. This agreement may be executed in two (2) or more counterparts, each to be deemed an original for all purposes and all together to constitute one and the same agreement. H. Inconsistency. In the event of any inconsistency between the terms of this agreement and the terms of the Final Judgment, the FCC Order, or FCC Rules, the Final Judgment, the FCC Order, or FCC Rules, as the case may be, shall control. ARTICLE VII DEFINITIONS A. Business Entity. As used herein, the term "Business Entity" shall include a corporation, partnership (general or limited), limited liability company, joint venture, sole proprietorship or other entity under the laws of any state or other jurisdiction. B. Code. As used herein, the term "Code" shall mean the United States Internal Revenue Code of 1986, as amended, the regulations thereunder, or the corresponding provision of any subsequent federal tax law. C. Defendant. As used herein, the term "Defendant" shall include [Defendant], and all subsidiaries (direct and indirect), affiliates, officers, directors, employee, and shareholders of [Defendant]. D. Person. As used herein, the term "person" shall mean and include a natural person, a trust, partnership, association, company or corporation. E. Trust Property. All references herein to "trust property" shall include the net income and principal of the Trust, real and personal, which includes all the property received initially by the Trustee with respect to the Trust, all additions thereto received by the Trustee from any other source, all investments and reinvestments of such property or such additions thereto, and all accrued or unpaid income of the Trust. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of this ___ day of ______________, 2000. [Defendant] By: ____________________________ Name: __________________________ Title: ___________________________ [name of Trustee], as Trustee ____________________ Schedule A to Defendant's Wireless Assets Trust [all of Defendant's Wireless System Assets as that term is defined in Section II.G of the Final Judgment] Exhibit A to Defendant's Wireless Assets Trust Defendant shall pay the following fees to the Trustee: 1. The customary hourly rates of the Trustee for the time that he spends in connection with the formation, administration and winding up of the Trust; and 2. With respect to Wireless System Assets as to which a binding contract for the sale, transfer or other disposition is in place prior to the transfer of such assets into the Trust, and the ultimate sale, transfer or other disposition of such assets by the Trust occurs pursuant to such contract, the Trustee shall receive: (a) his customary hourly rates for the time that the Trustee spends in connection with the consummation of the sale, transfer or other disposition of those assets, and (b) in the event that such sale, transfer or other disposition is consummated on or prior to the date that is three (3) months from the date on which such assets are transferred into the Trust, a bonus of $25,000; or 3. With respect to Wireless System Assets as to which either (a) no binding contract for the sale, transfer or other disposition is in place prior to the transfer of such assets into the Trust or (b) the ultimate sale, transfer or other disposition of such assets by the Trust occurs pursuant to an agreement that was not in place and binding prior to the transfer of such assets into the Trust, the Trustee shall receive: (x) in the event that a binding contract for the sale, transfer or other disposition of such assets is entered into by the Trust on or prior to the date that is three (3) months from the date on which such assets are transferred into the Trust, and the ultimate sale, transfer or other disposition of such assets by the Trust occurs pursuant to such contract, a fee in cash equal to 0.25% of the aggregate consideration payable to the Trust pursuant to such contract, provided that such fee will be deemed to satisfy any reimbursement due to the Trustee for fees incurred by Clifford Chance Rogers & Wells LLP directly related to the preparation and negotiation of such contract and the consummation of such sale, transfer or other disposition of such assets, and the Trustee shall not be entitled to any reimbursement for such fees, (y) in the event that a binding contract for the sale, transfer or other disposition of such assets is entered into after the date that is three (3) months from the date on which such assets are transferred into the Trust, and the ultimate sale, transfer or other disposition of such assets by the Trust occurs pursuant to such contract, a fee in cash equal to 0.20% of the aggregate consideration payable to the Trust pursuant to such contract, provided that such fee will be deemed to satisfy any reimbursement due to the Trustee for fees incurred by Clifford Chance Rogers & Wells LLP directly related to the preparation and negotiation of such contract and the consummation of such sale, transfer or other disposition of such assets, and the Trustee shall not be entitled to any reimbursement for such fees, or (z) in the event that such assets have not been sold, transferred or otherwise disposed of by the Trust prior to, and no binding contract for the sale, transfer or other disposition of such assets is in force on, the earlier of (A) the date on which the Trust is terminated or (B) the date on which Joseph J. Simons ceases to be Trustee of the Trust, his customary hourly rates for the time that the Trustee spends in connection with his attempts to sell, transfer or otherwise dispose of such assets. For the sake of clarity, in this event the Trustee shall be entitled to reimbursement of all expenses otherwise due to the Trustee pursuant to that certain agreement to which this Exhibit A is appended. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in that certain agreement to which this Exhibit A is appended. [Form of corporate acknowledgment for Defendant] [Form of corporate or individual acknowledgment, as appropriate, for Trustee]