AGREEMENT AND WAIVER OF CLAIMS

This Agreement and the Waiver contained herein are made and entered into in Dallas, Texas, by and between AT&T Mobility Services LLC (hereinafter "Company") and Mr. Ralph de la Vega (hereinafter "Mr. de la Vega") for and in consideration of the mutual promises and agreements set forth below and are conditional on performance of such promises and agreements.

WHEREAS, Mr. de la Vega will retire from Company on December 31, 2016; and as a consequence, Mr. de la Vega will be entitled to receive appropriate, usual and customary benefits and certain other benefits described herein; and

WHEREAS, both parties agree that in connection with Mr. de la Vega's retirement on December 31, 2016, in addition to the before referenced appropriate, usual and customary benefits, Mr. de la Vega should receive additional benefits and consideration as set forth herein, and that Mr. de la Vega, among other things, should release and forever discharge Company, AT&T Inc. ("AT&T"), any and all other subsidiaries (which term when used throughout this document shall include entities, corporate or otherwise, in which the company referred to owns, directly or indirectly, fifty percent or more of the outstanding equity interests) of Company and of AT&T, their officers, directors, agents, employees, successors and assigns and any and all employee benefit plans maintained by AT&T or any subsidiary thereof and/or any and all fiduciaries of any such plan, from any and all common law and/or statutory claims, causes of action or suits of any kind whatsoever, arising from or in connection with Mr. de la Vega's employment by Company or any affiliate of AT&T and/or Mr. de la Vega's separation from Company, all as set forth in more detail in the Waiver contained herein.

WHEREAS, Mr. de la Vega has been employed by Company and/or AT&T's subsidiaries for over forty-two (42) years and worked in significant positions and assignments that required access to and involvement with confidential and proprietary information, trade secrets and matters of strategic importance to Company, AT&T and/or AT&T's subsidiaries that will continue beyond Mr. de la Vega's employment with Company.  During the term of his longstanding employment in various capacities with Company, or an AT&T subsidiary, Mr. de la Vega has acquired knowledge of all aspects of its business, on a national and regional level, including but not limited to operations, sales, marketing, advertising, technology, networks, network technology, network development and strategy, distribution and distribution channels, operations, strategic planning initiatives, new product and services development, strategic planning, rate information and growth strategies and initiatives.  Mr. de la Vega has acquired and possesses unique skills as a result of employment with Company and/or AT&T subsidiaries.  The trade secrets with which Mr. de la Vega has been involved are critical to Company's, AT&T's, and AT&T's subsidiaries' success.  Disclosure of this information in the performance of services for a subsequent employer engaged in similar businesses would be inevitable and inherent as part of Mr. de la Vega's performance of services for such an employer.  For all of these reasons and due to the confidential and proprietary information and trade secrets Mr. de la Vega learned in his employment with Company, or an AT&T subsidiary, Mr. de la Vega acknowledges that it is reasonable for Company to seek the restrictions contained in the subsequent provisions of this Agreement and that more limited restrictions are neither feasible nor appropriate.  Mr. de la Vega understands and agrees that the consideration provided herein requires Mr. de la Vega to comply strictly with all terms of this Agreement including, but not limited to, confidentiality, non-compete, non-solicitation of employees and non-solicitation of customers as set forth below.

NOW, therefore, the parties further agree as follows:

time of Mr. de la Vega's retirement or because of this Agreement and the Waiver contained herein.  Thus, except as specifically provided in Section 2 of this Agreement, Mr. de la Vega's rights/entitlements to any benefit under any of the plans, programs, or policies are no different as a result of entering into this Agreement and the Waiver contained herein than they would have been in the absence of this Agreement and the Waiver contained herein.

Company agrees to indemnify Mr. de la Vega if he is a defendant or is threatened to be made a defendant to any action, suit or proceeding, whether civil, criminal, administrative or investigative that is brought by a third party by reason of the fact that he was a director, officer, employee or agent of Company, or was serving at the request of Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,

against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, but in each case only if and to the extent permitted under applicable state or federal law.

On or before his retirement, Mr. de la Vega shall return to AT&T or an AT&T subsidiary all of AT&T's (and its subsidiaries') documents (and all copies thereof), and other property of AT&T and its subsidiaries that are in Mr. de la Vega's possession, including, but not limited to, AT&T's (and its subsidiaries') files, notes, drawings, records, business plans and forecasts, financial information, specifications, all product specifications, customer identity information, product development information, source code information, object code information, tangible property (including, but not limited to, computers), intellectual property, credit cards, entry cards, and keys; and, any materials of any kind which contain or embody Trade Secrets or Confidential Information (and all reproductions thereof), including, without limitation, any such documents and other property in electronic form, or any computer or data storage device.  Mr. de la Vega shall not retain or provide to anyone else any copies, summaries, abstracts, descriptions, compilation, or other representations of such information or things or their contents.

"Trade Secret" means information proprietary to AT&T or any AT&T subsidiary including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, marketing plans, pricing plans, advertising and sponsorship plans, product development analyses or plans, any plans involving the combination of AT&T's or its subsidiaries' products or services, or pricing of such products or services, offered or to be offered by or in conjunction with AT&T or

any subsidiary of AT&T, or lists of actual or potential customers or suppliers which:  (1) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

"Confidential Information" means any data or information, other than Trade Secrets, that is competitively sensitive to AT&T or an AT&T subsidiary and not generally known by the public.  To the extent consistent with the foregoing definition, Confidential Information includes, without limitation:  (1) the sales records, profit and performance records, pricing manuals, sales manuals, training manuals, selling and pricing procedures, and financing methods of AT&T or any AT&T subsidiary, (2) customer lists, the special demands of particular customers, and the current and anticipated requirements of customers for the products and services of AT&T or any AT&T subsidiary, (3) the specifications of any new products or services under development by AT&T or any AT&T subsidiary, (4) the sources of supply for integrated components and materials used for production, assembly, and packaging by AT&T or any AT&T subsidiary, and the quality, prices, and usage of those components and materials, and (5) the business plans, marketing strategies, promotional and advertising strategies, branding strategies, and internal financial statements and projections of AT&T or any AT&T subsidiary.

Notwithstanding the definitions of Trade Secrets and Confidential Information set forth above, Trade Secrets and Confidential Information shall not include any information: (1) that is or becomes generally known to the public, (2) that is developed by Mr. de la Vega after his retirement through his entirely independent efforts without use of any Trade Secret or Confidential Information, (3) that Mr. de la Vega obtains from an independent source having a bona fide right to use and disclose such information, (4) that is required to be disclosed by subpoena, law, or similar legislative, judicial, or administrative requirement; provided, however, Mr. de la Vega will notify Company upon receipt of any such subpoena or similar request and give Company a reasonable opportunity to contest or otherwise oppose the subpoena or similar request, or (5) that AT&T approves for unrestricted release by express authorization of a duly authorized officer.

It is hereby agreed that Mr. de la Vega may represent himself as a former employee or retiree of Company or AT&T; but otherwise he agrees that he will not make, nor cause to be made any public statements, disclosures or publications which relate in any way, directly or indirectly to his cessation of employment with Company without prior written approval by Company.  Mr. de la Vega also agrees that he will not make, nor cause to be made any public statements, disclosures or publications which portray unfavorably, reflect adversely on, or are derogatory or inimical to the best interests of AT&T, its subsidiaries, or their respective directors, officers, employees or agents, past, present or future.

similar business or activity is being carried on by an Employer Business.  "Engaging in Competition with AT&T" shall not include owning a nonsubstantial publicly traded interest as a shareholder in a business that competes with an Employer Business.  "Engaging in Competition with AT&T" shall include representing or providing consulting services to, or being an employee or director of, any person or entity that is engaged in competition with any Employer Business or that takes a position adverse to any Employer Business.

Mr. de la Vega acknowledges that the business of AT&T and its subsidiaries is global in scope and that the geographic and temporal limitations set forth in this Section are therefore reasonable.

Mr. de la Vega may submit a description of any proposed activity in writing to Company (attn:  Vice President – Executive Compensation), and Company shall advise Mr. de la Vega, in writing, within (15) fifteen business days whether such proposed activity would constitute a breach of the provisions of this Section.

contained herein.  Further, Mr. de la Vega recognizes that any breach by him of the provisions in Sections 6 or 7 would cause irreparable injury to Company such that monetary damages would not provide an adequate or complete remedy.  Accordingly, in the event of Mr. de la Vega's actual or threatened breach of the provisions of Section 6 or 7, Company, in addition to all other rights under law or this Agreement, shall be entitled to an injunction restraining Mr. de la Vega from breaching these provisions and to recover from Mr. de la Vega its reasonable attorneys' fees and costs incurred in obtaining such remedies.

Company has expressly advised Mr. de la Vega to seek personal legal advice prior to executing this Agreement and the Waiver contained herein, and Mr. de la Vega, by his signature below, hereby expressly acknowledges that he was given at least twenty one (21) days in which to seek such advice and decide whether or not to enter into and execute the Waiver contained herein.  The parties agree that any changes to this Agreement or to the Waiver contained herein made after the initial draft of this Agreement and Waiver of Claims is presented to Mr. de la Vega, whether material or immaterial, do not restart the running of said twenty-one (21) day period.

Mr. de la Vega may revoke this Agreement and the Waiver contained herein within seven (7) days of his execution of the Waiver contained herein by giving notice, in writing, by certified mail, return receipt requested to Company at the address specified below.  Proof of such mailing within said seven (7) day period shall suffice to establish revocation pursuant to this Section.  In the event of any such revocation, this entire Agreement and the Waiver contained herein shall be null and void, and unenforceable by either party.

is a material condition of entering into this Agreement, the parties agree and acknowledge that (a) the sole and exclusive venue for any such action shall be an appropriate federal or state court in Dallas County, Texas, and no other, (b) all claims with respect to any such action shall be heard and determined exclusively in such Dallas County, Texas court, and no other, (c) such Dallas County, Texas court shall have sole and exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating hereto, and (d) that the parties waive any and all objections and defenses to bringing any such action before such Dallas County, Texas court, including but not limited to those relating to lack of personal jurisdiction, improper venue or forum non conveniens.

I, Ralph de la Vega, hereby fully waive and forever release and discharge Company, AT&T, any and all other subsidiaries of Company and of AT&T, their officers, directors, agents, servants, employees, successors and assigns and any and all employee benefit plans maintained by AT&T or any subsidiary thereof and/or any and all fiduciaries of any such plan from any and all common law and/or statutory claims, causes of action or suits of any kind whatsoever arising from or in connection with my past employment by Company (and any AT&T subsidiary to the extent applicable) and/or my separation therefrom, including but not limited to claims, actions, causes of action or suits of any kind allegedly arising under the Employee Retirement Income Security Act (ERISA), as amended, 29 USC §§ 1001 et seq.; the Rehabilitation Act of 1973, as amended, 29 USC §§ 701 et seq.; the Civil Rights Acts of 1866 and 1870, as amended, 42 USC §§ 1981, 1982 and 1988; the Civil Rights Act of 1871, as amended, 42 USC §§ 1983 and 1985; the Civil Rights Act of 1964, as amended, 42 USC § 2000d et seq.; the Americans With Disabilities Act, as amended, 42 USC §§ 12101 et seq., and the Age Discrimination in Employment Act of 1967 (ADEA), as amended, 29 USC §§ 621 et seq., the Family and Medical Leave Act; the Fair Credit Reporting Act, known and unknown.  Notwithstanding the foregoing, nothing herein is intended to release claims that cannot be released as a matter of law, including, by way of example, filing a charge of discrimination with the EEOC or testifying, assisting, or participating in an investigation, hearing, or proceeding conducted by the EEOC. In addition, I, Mr. de la Vega, agree not to file any lawsuit or other claim seeking monetary damage or other relief in any state or federal court or with any administrative agency (except as provided in the Agreement delivered by Company contemporaneously with this Waiver (the "Agreement")) against any of the aforementioned parties in connection with or relating to any of the aforementioned matters.  Provided, however, by executing this Waiver, I, Ralph de la Vega, do not waive rights or claims that may arise after the date of execution; provided further, however, this Waiver shall not affect my right to receive or enforce through litigation, any indemnification rights to which I am entitled as a result of my past employment by Company and, if applicable, any subsidiary of AT&T, or contract rights pursuant to the Agreement and Waiver of Claims entered into substantially contemporaneously herewith; and, provided further, this Waiver shall not affect the ordinary distribution of benefits/entitlements, if any, to which I am entitled upon termination from Company; it being understood by me that said benefits/entitlements, if any, will be subject to and provided in accordance with the terms and conditions of their respective governing plan and the Agreement.