Jeffrey F. Keller (State Bar No. 148005)
KELLER GROVER, LLP
1965 Market Street, San Francisco, CA 94103
Telephone: (415) 543-1305
Facsimile: (415) 543-7861
E-Mail: jfkeller@kellergrover.com

John G. Jacobs (pro hac vice)
Bryan G. Kolton (pro hac vice)
JACOBS KOLTON, CHTD.
122 South Michigan Avenue, Suite 1850
Chicago, Illinois 60603
Telephone: (312) 427-4000
Facsimile: (312) 427-1850
E-Mail: jgjacobs@jacobskolton.com
E-Mail: bgkolton@jacobskolton.com

David Schachman (pro hac vice)
DAVID SCHACHMAN & ASSOCIATES, P.C.
122 South Michigan Avenue, Suite 1850
Chicago, Illinois 60603
Telephone: (312) 427-9500
Facsimile: (312) 427-1850
E-Mail: ds@schachmanlaw.com

Attorneys for Plaintiff Joy Nwabueze and the putative class

[Additional Counsel Appear on Signature Page]
Douglas R. Tribble (State Bar No. 116868)
Connie J. Wolfe (State Bar No. 207661)
PILLSBURY WINTHROP SHAW
PITTMAN LLP
501 W. Broadway, Suite 11 00
San Diego, CA 92101-3575
Telephone: (619) 234-5000
Facsimile: (619) 236-1995
E-Mail: douglas.tribble@pillsburylaw.com
E-Mail: connie.wolfe@pillsburylaw.com

Roxane A. Polidora (State Bar No. 135972)
PILLSBURY WINTHROP SHAW
PITTMANLLP
50 Fremont Street, Fifth Floor
Post Office Box 7880
San Francisco, CA 94120-7880
Telephone: (415) 983-1000
Facsimile: (415) 983-1200
E-Mail: roxane.polidora@pillsburylaw.com

Attorneys for Defendants

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION

JOY NWABUEZE, individually and on behalf of a class of similarly situated individuals,

Plaintiff,

vs.

AT&T INC., a Delaware corporation; PACIFIC BELL TELEPHONE COMPANY d/b/a AT&T CALIFORNIA, a California corporation; AT&T SERVICES, INC., a Delaware corporation; AT&T OPERATIONS, INC., a Delaware corporation; and DOES 1 through 21,

Defendants.

Case No. CV 09-1529 SI

SETTLEMENT STIPULATION AND
AGREEMENT

The Honorable Susan Illston

This Settlement Stipulation and Agreement (the "Agreement") is made and entered into as of December 28, 2012. The parties to this Agreement ("the Parties") are plaintiff Joy Nwabueze, Amelia Terry and the Settlement Class (further defined below), on the one hand, and, on the other, defendants Pacific Bell Telephone Company d/b/a AT&T California, AT&T Services, Inc. and AT&T Operations, Inc. on its own behalf and as agent for Southwestern Bell Telephone Company d/b/a AT&T Arkansas, AT&T Kansas, AT&T Missouri, AT&T Oklahoma and AT&T Texas; Pacific Bell Telephone Company d/b/a AT&T California; Nevada Bell Telephone Company d/b/a AT&T Nevada; Illinois Bell Telephone Company d/b/a AT&T Illinois; Indiana Bell Telephone Company, Incorporated d/b/a AT&T Indiana; Michigan Bell Telephone Company d/b/a AT&T Michigan; The Ohio Bell Telephone Company d/b/a AT&T Ohio; Wisconsin Bell, Inc. d/b/a AT&T Wisconsin; The Southern New England Telephone Company d/b/a AT&T Connecticut; and Bell South Telecommunications, Inc. d/b/a AT&T Alabama, AT&T Florida, AT&T Georgia, AT&T Louisiana, AT&T Mississippi, AT&T North Carolina, AT&T South Carolina, and AT&T Tennessee (hereinafter collectively "AT&T" or "AT&T Defendants"). Subject to Court approval as required by the applicable law and rules, and as provided herein, the Parties hereby stipulate and agree that, in consideration of the promises and covenants set forth in this Agreement and upon the entry by the Court of a Final Order and Judgment, this Action shall be settled and compromised upon the terms and conditions contained herein.

I. RECITALS

WHEREAS, on or about April 7, 2009, Plaintiff Joy Nwabueze ("Nwabueze") filed an action in the United States District Court for the Northern District of California on behalf of herself and seeking to represent a class of similarly situated individuals consisting of former and current customers of AT&T Incumbent Local Exchange Carriers ("ILECs") operating in the States of Alabama, Arkansas, California, Connecticut, Illinois, Indiana, Florida, Georgia, Kentucky, Louisiana, Kansas, Michigan, Mississippi, Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas and Wisconsin;

WHEREAS, Nwabueze named as Defendants AT&T, Inc., Pacific Bell Telephone Company, dba AT&T California, AT&T Services, Inc., AT&T Operations, Inc. and as Doe Defendants Illinois Bell Telephone Company, d/b/a AT&T Illinois; Indiana Bell Telephone Company, Inc., d/b/a AT&T Indiana; Michigan Bell Telephone Company, d/b/a AT&T Michigan; The Ohio Bell Telephone Company, d/b/a AT&T Ohio; Wisconsin Bell, Inc., d/b/a AT&T Wisconsin; Southwestern Bell Telephone Company, d/b/a AT&T Arkansas, AT&T Kansas, AT&T Missouri, AT&T Oklahoma and AT&T Texas; Nevada Bell Telephone Company, d/b/a AT&T Nevada; The Southern New England Telephone Company, d/b/a AT&T Connecticut; and Bell South Telecommunications, Inc., d/b/a AT&T Alabama, AT&T Florida, AT&T Georgia, AT&T Kentucky, AT&T Louisiana, AT&T Mississippi, AT&T North Carolina, AT&T South Carolina, and AT&T Tennessee;

WHEREAS, on or about December 9, 2009, Amelia Terry (hereinafter "Terry," or collectively with Nwabueze, "Plaintiffs") filed an action in the Superior Court of Alameda County in Oakland, California, on behalf of herself and seeking to represent herself and a class of California customers similarly situated, entitled Terry v. Pacific Bell, et al, Case No. RG 09 488326;

WHEREAS, the allegations and subject matter sought to be addressed in Plaintiffs' Complaints are inclusive of the types of claims AT&T is facing and has faced in other civil actions in the various states in which AT&T's ILEC's operate (collectively "Actions");

WHEREAS, AT&T and Nwabueze, by and through their counsel attended and participated in several full day mediation sessions in San Francisco, California before the Honorable Eugene Lynch, U.S.D.C. Judge (Retired) in April and May of 2010, then counsel for all Parties, including Terry, met for several days in August and September of 2011 with Judge Lynch in San Francisco, and further negotiations with counsel continued in San Diego in February and March of 2012;

WHEREAS, after reaching full agreement as to the outline of the terms of settlement, AT&T' s Counsel and Plaintiffs' Counsel attended and participated in a full day mediation session in San Francisco, California on June 27, 2012 before the Honorable Wayne D. Brazil (Retired) to negotiate payment of attorneys' fees and incentive awards, and representative counsel for all parties participated in several follow-up telephone conferences with Judge Brazil after which the Parties were able to reach an agreement regarding a payment limitations for such fees;

WHEREAS, effective September 17, 2012, AT&T represents that it has eliminated and no longer provides Third-Party Billing of Enhanced Services, which is the type of billings specifically alleged by Plaintiffs and which billings AT&T represents have been the source of the vast majority of complaints regarding unauthorized Third-Party charges.

WHEREAS, the Parties entered into a written Settlement Agreement on November 21, 2012 with the understanding that certain additional terms were required to be negotiated and certain Exhibits finalized. With the assistance of the Honorable Wayne D. Brazil (Retired) the Parties finalized the issues remaining for execution of this Agreement, which supersedes and replaces the Settlement Agreement first dated November 21, 2012. NOW, THEREFORE, the Parties stipulate and agree as follows:

II. DEFINITIONS

As used throughout this Agreement and the exhibits hereto, in addition to any definitions set forth elsewhere in this Agreement, the following terms shall have the meanings specified below:

"Action" or "Nwabueze" means the case entitled Joy Nwabueze v. AT&T Inc., et al., United States District Court, Northern District of California, Case No. 3:09-cv-01529-SI, filed April 7, 2009.

"Actions" means any and all state or federal civil actions brought against the AT&T Entities, or any of them, based on allegations and subject matter similar to that asserted in Joy Nwabueze v. AT&T Inc., et al., United States District Court, Northern District of California, Case No. 3:09-cv-01529-SI, filed April 7, 2009, including, but not limited to, those cases listed in Section VII.E.

"Affiliate" means a person that (directly or indirectly) owns or controls, is owned or controlled by, or is under common ownership or control with, another person. For purposes of this paragraph, the term "own" means to own an equity interest (or the equivalent thereof) of more than 10 percent.

"Agreement" means this Settlement Stipulation and Agreement and all exhibits hereto.

"Approved Claims" means claims that are timely submitted and approved by the Settlement Administrator as detailed in Section VIII, below.

"AT&T" or "AT&T Entities" means defendants Pacific Bell Telephone Company, dba AT&T California, AT&T Services, Inc., AT&T Operations, Inc. and Doe Defendants Illinois Bell Telephone Company, d/b/a AT&T Illinois; Indiana Bell Telephone Company, Inc., d/b/a AT&T Indiana; Michigan Bell Telephone Company, d/b/a AT&T Michigan; The Ohio Bell Telephone Company, d/b/a AT&T Ohio; Wisconsin Bell, Inc., d/b/a AT&T Wisconsin; Southwestern Bell Telephone Company, d/b/a AT&T Arkansas, AT&T Kansas, AT&T Missouri, AT&T Oklahoma and AT&T Texas; Nevada Bell Telephone Company, d/b/a AT&T Nevada; The Southern New England Telephone Company, d/b/a AT&T Connecticut; and BellSouth Telecommunications, Inc., d/b/a AT&T Alabama, AT&T Florida, AT&T Georgia, AT&T Kentucky, AT&T Louisiana, AT&T Mississippi, AT&T North Carolina, AT&T South Carolina, and AT&T Tennessee.

"AT&T Counsel" means Pillsbury Winthrop Shaw Pittman LLP, 501 W. Broadway, Suite 1100, San Diego, California 92101, attention Douglas R. Tribble, Esq.

"AT&T ILEC" means AT&T-affiliated incumbent local exchange carriers, Pacific Bell Telephone Company, dba AT&T California, Illinois Bell Telephone Company, d/b/a AT&T Illinois; Indiana Bell Telephone Company, Inc., d/b/a AT&T Indiana; Michigan Bell Telephone Company, d/b/a AT&T Michigan; The Ohio Bell Telephone Company, d/b/a AT&T Ohio; Wisconsin Bell, Inc., d/b/a AT&T Wisconsin; Southwestern Bell Telephone Company, d/b/a AT&T Arkansas, AT&T Kansas, AT&T Missouri, AT&T Oklahoma and AT&T Texas; Nevada Bell Telephone Company, d/b/a AT&T Nevada; The Southern New England Telephone Company, d/b/a AT&T Connecticut; and Bell South Telecommunications, Inc., d/b/a AT&T Alabama, AT&T Florida, AT&T Georgia, AT&T Kentucky, AT&T Louisiana, AT&T Mississippi, AT&T North Carolina, AT&T South Carolina, and AT&T Tennessee.

"AT&T ILEC Customer" or "AT&T Landline Telephone Customer" means any Person with an account for landline telephone service with an AT&T ILEC.

"Billing Summary" means a month by month listing of each Third-Party Charge that was placed on the requesting Settlement Class Member's AT&T ILEC bill from January 1, 2005 through the date of Preliminary Approval, the name of the entity or entities that placed the charge(s), the relevant BTN and WTN(s), any associated credits/refunds/adjustment, and the net total amount by billing entity. This information will be provided to the extent identified through an electronic search of reasonably available billing data or other reasonably available source of billing information.

"Billing Summary Request" means a request for a Billing Summary made pursuant to the process set forth in Section VIII.B.

"Billing Summary Request Form" means the document used to request a Billing Summary in the form and substance of Exhibit 1 hereto.

"Billing Telephone Account Number" or "BTN" means the 13 digit number used to identify an AT&T telephone customer's account.

"Claimant" means a Person that submits a Claim Form for a Refund Benefit.

"Claim Form" or "Settlement Claim Form" means the document to be submitted by Settlement Class Members which may entitle them to a credit or refund, as described in this Agreement, in the form and substance of Exhibit 2 hereto.

"Claims Deadline" means the last date by which a Settlement Class Member may submit a Claim Form to be considered timely, and shall be either 150 days from Notice Completion Date or 30 days after the Class Member is provided with a timely requested Billing Summary, whichever is later. To be considered timely, a claim must be received or postmarked by such date.

"Claims Payment Deadline" means ninety (90) days after the delivery of the Claims Payment Report and is the last day for the payment, credit or adjustment identified in the Claims Payment Report.

"Claims Payment Report" means the report of all final authorized claims setting forth all information necessary for AT&T and the Clearinghouses to allocate and pay the claims, which the Settlement Administrator shall compile and provide to AT&T, Class Counsel and the Clearinghouses no later than sixty (60) days after completion of the Claim Form Review Process set forth in Section VIII.D of this Agreement.

"Class Counsel" means attorneys John G. Jacobs and Bryan G. Kolton of Jacobs Kolton, Chartered, David Schachman of David Schachman & Associates, P.C., Jeffry F. Keller and Carey Been of Keller Grover, LLP, Michael W. Sobol and Jahan C. Sagafi ofLieffCabraser Heimann & Bernstein, LLP, and Michael A. Caddell, Cynthia B. Chapman, and Craig C. Marchiando of Caddell & Chapman.

"Class Period" means the period from January 1, 2005 through the date of Preliminary Approval.

"Class Representatives" means the Plaintiff Joy Nwabueze, and Amelia Terry, plaintiff in Terry v. Pacific Bell Telephone Company, California Superior Court, Alameda County, Case No. RG 09488326, filed on December 9, 2009.

"Clearinghouse" means a Third-Party billing aggregator with a prior or active billing services contract with one or more AT&T ILECs under which the aggregator placed Third-Party charges on AT&T customer bills; however "Clearinghouse" shall not include entities billing solely for inmate services. A list of Clearinghouses as described herein is attached to this Agreement as Exhibit 3.

"Clearinghouse Client" means any Third- Party for whom a Clearinghouse acts as a billing aggregator in placing charges of the Third- Party on an AT&T ILEC Customer bill.

"Costs of Notice and Administration" means all costs and expenses reasonably and actually incurred in connection with the required activities of AT&T and/or the Settlement Administrator as described in Sections VI, VII and VIII below.

"Court" means the United States District Court for the Northern District of California.

"Current Customer" means an AT&T ILEC Customer who has AT&T ILEC landline telephone service as of the date of the first Notice mailing.

"Defendant" means AT&T and the AT&T Entities.

"Effective Date" means the first day after the Final Approval Order and Judgment on that Order as contemplated herein have become final and not subject to appeal.

"Email Notice" means the Notice sent to certain Class Members by email as described in Section VII.D below in the form and substance of Exhibit 4 hereto.

"Fee and Expense Payment" means Defendants' payment of Plaintiffs' attorneys' fees and costs, subject to the approval of the Court, not to exceed five million five hundred thousand dollars ($5,500,000) or the attorneys' fees and costs award amount approved in Moore et al., v. Verizon et al., United States District Court for the Northern District of California, Case No. 09- cv-1823 SBA, whichever is lower.

"Final Approval Hearing" means the hearing to be conducted by the Court to finally determine the fairness, adequacy and reasonableness of this Agreement in accordance with applicable jurisprudence, following the promulgation of Notice.

"Final Order" means the order to be entered by the Court following the Final Approval Hearing, approving this Agreement without material alterations, as fair, adequate and reasonable in accordance with applicable jurisprudence, confirming the certification of the Settlement Class, and issuing such other findings and determinations as the Court or the parties deem necessary and appropriate to effectuate the terms of this Agreement, substantially in the form and substance of Exhibit 5 hereto.

"Final Website Notice" means the Notice to be posted on the Final Settlement Website as described in Section VII.F below in the form and substance of Exhibit 6 hereto.

"Former Customer" means any Settlement Class Member who is identified as a Settlement Class Member by the Settlement List Process but has one or more inactive BTN. Each such Former Customer shall be mailed a postcard notice of settlement, as set forth in Section VII.C, for each inactive BTN. In addition, if the Customer also has one or more active BTN(s), the Customer will also be considered a Current Customer for notice purposes, and shall receive a separate Notice as set forth in Section VII. B., for each separately billed active BTN.

"Informational Bulletin" means the notification included in the billing statements of current AT&T ILEC Customers as described in Section VII.B of this Agreement.

"Interim Website Notice" means the Notice to be posted on the Interim Website as described in Section VII.F below in the form and substance of Exhibit 7 hereto.

"Judgment" means the entry of judgment dismissing this Action, pursuant to the terms of the Final Order.

"Letter of Authorization" or "LOA" means a written authorization, either on paper or electronic, to commence billing for a Third-Party Charge.

"Moore Attorneys' Fee Award" means the amount of the attorneys' fees and costs award approved in the class action case entitled Moore et al., v. Verizon et al., United States District Court for the Northern District of California, Case No. 09-cv-1823 SBA.

"Nationwide" means the 50 United States and its territories.

"Net TPCs Paid," means all Third-Party Charges paid by a Settlement Class Member during the relevant time period, as reflected in the Billing Summary provided by AT&T or as reflected in copies of bills provided by the Settlement Class Member, less all Third-Party Charge refunds/credits/adjustments and less any Third-Party Charge payments released pursuant to a prior legal proceeding.

"Notice of Settlement" means the Notice of Proposed Settlement, in the form and substance of Exhibit 8 hereto.

"Notice Commencement Date" means April 1, 2013.

"Notice Completion Date" means ninety (90) days after Notice Commencement Date.

"Objection Deadline" means sixty (60) days after the Notice Completion Date which is the last date to object to the Settlement as set forth in Section X of this Agreement.

"Opt-Out Deadline" means sixty (60) days after the Notice Completion Date which is the last date on which a Request for Exclusion may be postmarked or received in order for a Person to opt out of the settlement as set forth in Section X of this Agreement.

"Parties" means all Defendants and all Plaintiffs (individually, each a "Party").

"Person" means an individual, corporation, partnership, limited partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government entity or any political subdivision or agency thereof, or any business or legal entity, and their spouses, heirs, predecessors, successors, representatives or assignees.

"Plaintiff" or "Nwabueze" means Joy Nwabueze.

"Plaintiffs" means Plaintiff and plaintiff Amelia Terry.

"Plaintiffs' Counsel" means attorneys John G. Jacobs and Bryan G. Kolton of Jacobs Kolton, Chartered, David Schachman of David Schachman & Associates, P.C., Jeffry F. Keller and Carey Been of Keller Grover, LLP, Michael W. Sobol and Jahan C. Sagafi ofLieffCabraser Heimann & Bernstein, LLP, and Michael A. Caddell, Cynthia B. Chapman, and Craig C. Marchiando of Caddell & Chapman.

"Postcard Notice" means the Notice sent to Former Customers as described in Section VII.C below in the form and substance of Exhibit 9 hereto.

"Publication Notice" means the Notice to be published as described in Section VII.E below in the form and substance of Exhibit 10 hereto.

"Preliminary Approval" means the Court's certification of the Settlement Class, preliminary approval of this Agreement, and approval of the form, content and dissemination of the Notices, Billing Summary Request form and Claim Form.

"Preliminary Approval Order" means the order of this Court granting Preliminary Approval substantially in the form and substance of Exhibit 11 hereto.

"Refund Benefit" means the refunds or credits, as described in Section V, to be provided to Settlement Class Members who submit Approved Claims.

"Release" means the provisions in Section XI. of this Agreement which set forth the scope of the Settlement Class Members' release.

"Released Parties" means (i) each of the AT&T Entities, their parents, subsidiaries, affiliates (including but not limited to all AT&T ILECs), predecessors, successors, and assigns, and each of their past, present and future officers, directors, employees, agents, representatives, attorneys, heirs, administrators, executors, predecessors, successors and assigns; (ii) all Clearinghouses and, each of their parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of their past, present and future officers, directors, employees, agents, representatives, attorneys, heirs, administrators, executors, predecessors, successors and assigns; and, (iii) except as provided in Section XI. C. below, all Third- Parties who placed a Third-Party Charge on a Settlement Class Member's AT&T ILEC bill through a Clearinghouse, and each of their parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of their past, present and future officers, directors, employees, agents, representatives, attorneys, heirs, administrators, executors, predecessors, successors and assigns.

"Request for Exclusion" means the written communication that must be filed with the Settlement Administrator that is received or postmarked on or before the Opt-Out Deadline if a Settlement Class Member wishes to be excluded from the Settlement Class.

"Settlement Administrator" means The Garden City Group, Inc. ("GCG") appointed as the entity to administer the claims process and other specifically assigned duties as set forth in this Agreement.

"Settlement Class" means the class certified for settlement purposes only, consisting of all present and former AT&T ILEC landline telephone customers in the United States who, at any time from January 1, 2005 through X [date of Preliminary Approval Order], had a Third Party Charge placed on the customer's AT&T ILEC landline telephone bill through a Clearinghouse. Excluded from the Settlement Class are any judicial officer to whom the Action is assigned and the U.S. government and any State government or instrumentality thereof.

"Settlement Class Member" means any person who is included in the Settlement Class.

"Settlement Class Member List Process" means the electronic search of reasonably available AT&T billing data to identify Settlement Class Members for Current Customer and Former Customer Notice described in Section VII of this Agreement.

"Terry" means the case entitled Terry v. Pacific Bell, et al, Superior Court of Alameda County in Oakland, California, Case No. RG 09 488326.

"Third-Party" or "Third Parties" mean an entity not an Affiliate of AT&T and which party caused a charge to be placed on an AT&T ILEC Customer's AT&T bill through a Clearinghouse.

"Third-Party Billing of Enhanced Services" means Third-Party billing of any services other than toll, operator services, directory assistance or 900/976 services.

"Third-Party Bill Blocking" allows end users to block Third-Party charges for Enhanced Services. Third-Party Bill Blocking does not affect billing for toll, operator services, directory assistance or 900/976 calls. Because AT&T has terminated Third-Party Billing of Enhanced Services AT&T is no longer offering Third-Party Bill Blocking. AT&T also offers certain forms of bill blocking or other limits on billed charges for toll, operator services, directory assistance and 900/976 calls. These blocking or limiting features vary by region.

"Third-Party Charge" or "TPC" means a charge caused to be placed on the bill of an AT&T ILEC Customer by a Third- Party through a Clearinghouse.

"Third-Party Verification" or "TPV" means verification of authorization to commence billing for a TPC that is obtained by an entity who is not a party to the transaction.

III. FOR SETTLEMENT PURPOSES ONLY

A. This Agreement, whether or not consummated, and any proceedings taken pursuant to this Agreement are for settlement purposes only, and neither the fact of, nor any provision contained in this Agreement or its exhibits, nor any action taken hereunder shall constitute, be construed as, or be admissible in evidence as any admission of the validity of any claim or any fact alleged by Plaintiff in this Action or in any other pending action or of any wrongdoing, fault, violation of law, or liability of any kind on the part of AT&T or admission by AT&T of any claim or allegation made in this Action or in any other action, nor as an admission by Plaintiff, Settlement Class Members or Class Counsel of the validity of any fact or defense asserted against them in this Action or in any of the Actions.

B. This Agreement is without prejudice to the rights of AT&T to: (i) oppose class certification in this Action should this Agreement not be approved or implemented for any reason; (ii) oppose certification in any other proposed or certified class action; or (iii) use the certification of the Settlement Class to oppose certification of any other proposed or existing class arising out of or related to the Released Claims.

C. Absent the Court's final approval of this Agreement, nothing herein shall create any obligation or duty on the part of AT&T, except with respect to its Notice obligations hereunder after issuance of the Preliminary Approval Order attached hereto as Exhibit 11. If for any reason the settlement is not consummated, or should the settlement be terminated pursuant to its terms or should the Court at any level deny or reverse certification of the Settlement Class, Plaintiffs shall be prohibited from referring to or using as evidence AT&T's involvement in the settlement and the negotiations therefor in any subsequent motion to certify a class, or in any way in support of a motion for class certification. The Parties agree that AT&T's involvement in and support of this Agreement is not a waiver of AT&T's rights to oppose the certification of a litigation class in these or in any other matters. AT&T specifically reserves the right to support the fairness of this Agreement by providing the Court with argument and support as to why the Actions are not capable of certification as a litigation class. The Parties agree to work cooperatively to effectuate this Agreement, including in attempting to obtain the support of other interested parties, and in obtaining stays as needed in other pending litigation.

D. This Agreement and any and all related communications shall not be used for any purpose other than as needed in support of the Class Counsel's request for approval of this Agreement or for the enforcement of its terms. Notwithstanding these limitations, AT&T is free to proceed at any time with implementation of any of the Remedial Remedies described herein and/or any other measures it has developed or may develop with respect to Third-Party billing.

IV. REQUIRED EVENTS AND COOPERATION BY THE PARTIES

A. Preliminary and Final Approval

Promptly after execution of this Agreement, Class Counsel shall submit this Agreement to the Court for its Preliminary Approval and seek entry of an Order of Preliminary Approval substantially in the form of Exhibit 11 hereto, which order by its terms shall:

Appoint Plaintiffs Joy Nwabueze and Amelia Terry as the representatives of the Settlement Class;

Appoint Class Counsel;

Certify the Settlement Class under Rule 23 of the Federal Rules of Civil Procedure for settlement purposes only and preliminarily approve this Agreement for purposes of issuing notice to the Class;

Approve the form and contents of the Notice and the method of its dissemination to Settlement Class Members; and Schedule the Final Approval Hearing to review comments and/or objections regarding this Agreement, to consider its fairness, reasonableness and adequacy, and the application for an award of attorneys' fees and reimbursement of expenses and to consider whether the Court shall issue a Final Order and Judgment (substantially in the form of Exhibit 5 hereto) finally approving the Settlement, granting Class Counsel's application for fees and expenses, and dismissing the Action with prejudice.

B. Cooperation

The Parties shall, in good faith, cooperate, assist and undertake all reasonable actions and steps in order to accomplish these required events on the schedule set by the Court.

C. Dismissal of Other Actions

Class Counsel shall cooperate with AT&T Counsel in seeking to arrange for the dismissal of the Additional Actions (or the dismissal of AT&T from such actions), with prejudice, or, to the extent appropriate, to cause the amendment of the pleadings in those actions to limit the respective classes to exclude Released Claims, no later than thirty (30) days following the Effective Date, and shall cooperate in seeking stays of such actions as to Released Claims prior to the Effective Date.

D. Certification of Settlement Class

For settlement purposes only, the Parties stipulate to the certification of the Settlement Class defined as:

All present and former AT&T ILEC landline telephone customers in the United States who, at any time from January 1, 2005 through X [date of Preliminary Approval Order], had a Third-Party charge placed on the customer's AT&T ILEC landline telephone bill through a Clearinghouse.

Excluded from the Settlement Class are any judicial officer to whom the Action is assigned, the United States government and any State government or instrumentality thereof. This Agreement is contingent upon the Court's final certification of the Settlement Class. Should the Court fail to certify the Settlement Class substantially as defined above, the Parties shall each have the option of rescinding this Agreement within 10 business days of the date the Court issues its certification order, by providing written notice of such election to counsel for the Parties. Should the Court fail to certify the Settlement Class or approve this Agreement, this Agreement may not be used by the Parties for any purpose other than to enforce the surviving provisions that restrict the use of this Agreement.

V. SETTLEMENT BENEFITS

A. Provision of Credits/Refunds

Settlement Class Members will have the right to obtain a billing credit (Current Customers) or refund (Former Customers) of prior payments of unauthorized TPCs pursuant to the process described in Section VIII. below; alternatively, and notwithstanding the terms of the Release contained in this Agreement, then-Current Customers may contact AT&T and obtain a credit or refund with respect to any unauthorized TPC subject to the terms and conditions of AT&T' s then current policies and practices for such credits and refunds. The refund amount to be paid to any Settlement Class Member is limited to the amount of Net TPCs paid by the Settlement Class Member, regardless of the amount of TPCs stated on the Claim Form.

B. Remedial Measures

AT&T represents that it fully implemented the remedial measures defined in the Summary of Remedial Remedies (attached hereto as Exhibit 12) as of January 1, 2011. On March 28, 2012, AT&T announced it was eliminating Third-Party Billing of Enhanced Services, which billings AT&T represents have been the source of the vast majority of complaints regarding unauthorized Third-Party charges such as has been alleged in these Actions. AT&T represents that effective September 17, 2012, AT&T eliminated and no longer allows Third-Party Billing of Enhanced Services. Pursuant to prior agreement of the Parties, the requirements of the Remedial Remedies set forth in Exhibit 12 were deemed satisfied and completed upon AT&T's termination of Third-Party Billing of Enhanced Services. Nevertheless AT&T has agreed to provide to all of its then current ILEC customers an Informational Bulletin regarding Third-Party billing as appropriate with the type of Third-Party billing allowed by AT&T in satisfaction of the requirements of Section VII.B. of this Agreement.

C. Costs Of Notice And Administration

AT&T shall be responsible for the payment of the Costs of Notice and Administration.

VI. SETTLEMENT ADMINISTRATOR

The Garden City Group, Inc. shall perform the duties of the Settlement Administrator as described in this Agreement. The Settlement Administrator shall, under the supervision of the Court, administer the relief provided by this Agreement. The Settlement Administrator shall maintain reasonably detailed records of its activities under this Agreement. The Settlement Administrator shall also provide reports and other information to the Court as it may require. The Settlement Administrator shall provide Class Counsel and AT&T Counsel with such information concerning notice, administration and implementation of the Settlement on no less than a monthly basis or as otherwise required by the Parties or as ordered by the Court. Should the Court request, the Parties, in conjunction with the Settlement Administrator, shall submit a report to the Court summarizing the work performed by the Settlement Administrator. The Settlement Administrator shall also cause a Settlement Website to be created, as described below in Section VII.F.

VII. NOTICE

A. Settlement Class List and Notice Content

AT&T has initiated the Settlement Class Member List Process and has provided Plaintiffs' Counsel with an outline of the Process. AT&T shall complete the Process and the resulting Settlement Class Member List no later than April 1, 2013.

All forms of Notice to be distributed and/or published pursuant to this Agreement shall be as set forth in Exhibits 4, 6, 7, 8, 9, and 10 as further detailed below, and shall refer the Class Member to the Settlement Website described below for identification of other known existing litigation by or on behalf of AT&T ILEC customers that include claims covered by the Release.

B. Bill Notice to Current AT&T ILEC Customers

Beginning no later than thirty (30) days after the Notice Commencement Date for two consecutive months AT&T shall (1) print on each billing envelope that is sent to an AT&T ILEC Customer ("billing envelope") the words "Important Notice regarding Third-Party Charges, including how to seek a refund if unauthorized" .25 to .50 inches above the address window on the front of the envelope in blue or orange lettering with a 13 pt. Clearview font; and (2) for customers who are sent bills in electronic format AT&T shall provide this same statement on the first page of each electronic bill ("ebill") that is transmitted. AT&T shall include enclosures in these billing envelopes and a link on these ebills as follows:

All Current Customers will receive an Informational Bulletin about Third-Party billing which shall include a statement of AT&T end-user rights in the form and substance as then applicable for Third-Party billing provided to current customers.

In addition to the Informational Bulletin, all Settlement Class Members who can be identified through the Settlement Class Member List Process, and who are Current Customers, will receive a Notice of Settlement, a Billing Summary Request Form and a Claim Form for each separately billed B1N as to which the Class Member is receiving notice as a Current Customer. Such Notice of Settlement shall be on paper of a different color from any other paper in the envelope and shall be in the form and substance of Exhibit 8 hereto.

C. Notice to Former AT&T ILEC Customers

Beginning no later than the Notice Commencement Date and ending no later than forty-five ( 45) days after the Notice Commencement Date all Former Customers shall be sent a postcard notice for each former BTN in the form and substance of Exhibit 9 hereto to the Former Customer's last known mailing address, as available, setting forth a summary of the proposed settlement and referring the Settlement Class Member to an 800 number and to a website to obtain the Notice of Settlement, Billing Summary Request Form and Claim Form. The Settlement Administrator shall update the postal mailing addresses as appropriate using the National Change of Address database maintained by the United States Postal Service.

D. E-Mail Notice

Beginning no later than the Notice Commencement Date and ending no later than the Notice Completion Date in addition to the Notices to Current and Former Customers described above, the Settlement Administrator shall send a separate email to all identified in the Settlement Class Member list process and for whom email addresses have been identified by AT&T through an electronic search of reasonably available AT&T billing data. The email will be in the form and substance of Exhibit 4 and will provide the Notice of Settlement, Billing Summary Request Form and Claim Form.

E. Publication Notice

AT&T shall place a 1/2 page Legal Notice in the form and substance of Exhibit 10 hereto in USA Today to be published nationwide on two (2) separate dates. In addition to the Publications in USA Today, AT&T shall place 1/4 page Legal Notices in the same form and substance of Exhibit 10 in Parade Magazine regional publications in the states of Indiana, Ohio, Michigan, Wisconsin, Illinois on two (2) separate dates. The first publication shall be placed within one week of the Notice Commencement Date and the final publication shall occur no later than the Notice Completion Date.

F. Settlement Website

Within thirty (30) days after Preliminary Approval the Settlement Administrator shall open an Interim Settlement Website (substantially in the form and substance of Exhibit 7 hereto) that will advise visitors that a Settlement has been reached subject to final approval of the Court and inform the visitor that the Final Settlement Website will not be fully populated and operational until April 1, 2013, and instruct the viewer to revisit at that time for full details of the Settlement. The Final Settlement Website (in the form and substance of Exhibit 6 hereto) shall be supported by Google Adwords, and will allow Settlement Class Members to submit Billing Summary Requests, and Claim Forms on-line. (Details regarding Google Adwords and website to be further negotiated by the Parties to lessen the risks of fraudulent claims and to avoid misdirecting businesses and consumers who are searching for other information about AT&T. Any disagreement as to such details shall be submitted to Judge Brazil for final ruling no later than thirty (30) days prior to the Notice Commencement Date.) The Final Settlement Website shall remain operational until 60 days after the Claims Payment Deadline.

The Final Settlement Website shall also identify all other known existing litigation by or on behalf of AT&T ILEC customers that include claims covered by the Release. The list of existing litigation is to be provided for informational purposes only and it shall not impact or limit the scope of the Release in any way, nor shall the omission of an existing litigation matter from the list imply that such litigation is not covered in whole or in part by the Release. Similar existing litigation includes, but is not necessarily limited to, the following:

The above list of existing litigation may be augmented or modified by agreement of the Parties.

G. AT&T's Website

Concurrent with the time that the Final Settlement Website is operational, AT&T will include a link to the Final Settlement Website on each page of its own website that addresses landline cramming, along with a notice that says, "If you paid for a third party charge on your AT&T bill that you did not authorize between January 1, 2005 and [date of Preliminary Approval], visit www._________ or call 1-800-xxx-xxxx to learn about your possible right to a refund under a Class Action Settlement." [Website address for the Settlement Website and 800 number to be obtained by Settlement Administrator and provided to the parties before Notice commences.]

VIII. CLAIM FORM PROCESS AND REQUIREMENTS

A. Contents of Claim Form

The Claim Form to be used is attached hereto as Exhibit 2.

B. Claim Assistance to Settlement Class Members/Billing Summary

AT&T shall prepare a Billing Summary upon submission of a Billing Summary Request of a Settlement Class Member to the Settlement Administrator (subject to the terms below) made at any time from April 1, 2013 through one hundred and fifty (150) days from the Notice Completion Date.

In order to process a Billing Summary Request, the request must be timely as set forth above, and the Settlement Class Member must provide the Settlement Administrator with the following information: (i) the Settlement Class Member's current legal name and (if different) the name used for the AT&T account at issue; (ii) the Settlement Class Member's current mailing address and (if different) the address used for the AT&T account at issue; (iii) for Current Customers (and for Former Customers, if known) the Settlement Class Member's Billing Telephone Account Number; (iv) for former customers, if no BTN is provided, the 10 digit telephone number(s) on which the Settlement Class Member believes there may have been third party charges; (v) if available, the Settlement Class Member's time period as a customer (e.g., Former from 1/1/06/ to 12/31/09; Current from 1/1/07, etc.); and (vi) the last four digits of the Settlement Class Member's Social Security number or Tax I.D. The Settlement Class Member may make the Billing Summary Request using the Billing Summary Request Form attached to the Agreement as Exhibit 1. A Billing Summary will only be sent if the forgoing information provided is complete and consistent with the customer information retained by AT&T or if other legally acceptable assurance of identity of the customer is provided. If the Billing Summary Request is rejected because it is not complete or because the assurance of customer identity was lacking, the Settlement Administrator shall within 15 days of receiving the Billing Summary Request notify the Settlement Class Member of the reason(s) for the rejection and of the right to re-submit a proper Billing Summary Request and shall simultaneously provide Class Counsel with copies of such notices. Resubmission of a timely submitted Billing Summary Request that was rejected fourteen (14) days or less before the last day to submit the Billing Summary Request shall be deemed timely if the resubmission is mailed within thirty (30) days of the date the Settlement Administrator mailed the notice of rejection.

Settlement Class Members will be informed through the Notice of Settlement (and the Final Settlement Website) how to request a Billing Summary free of charge through the Settlement Administrator. The Notice of Settlement will include an 800 number, a website address and an e-mail address that can be used to contact the Settlement Administrator and/or Class Counsel for instructions and assistance in obtaining and filling out the Billing Summary Request and Claim Form. The 800 number will be active for the period of time from when notice is first given by any means (website, mailed notice, ebill notice, e-mail notice, etc.) until sixty (60) days after the Claims Payment Deadline.

The Settlement Administrator shall send all Billing Summary Requests to AT&T within five (5) days of receipt by the Settlement Administrator. AT&T shall have sixty (60) days from receipt of the Billing Summary Request from the Settlement Administrator in which to prepare and provide the Billing Summary and a Claim Form to the Settlement Class Member. The Settlement Administrator shall maintain a record of the Billing Summary Requests made (including the date of the request) and Billing Summaries provided (including the date provided and the address to which it was sent) and shall make that record available for review at the request of AT&T and/or Class Counsel. Settlement Class Members will be given the option of submitting the Billing Summary Request online, by phone to the Settlement Administrator or by mail and will be given the option of receiving the Billing Summary by postal mail or email.

C. Claim Form Completion and Submission Requirements

The Claim Form shall provide the Settlement Class Member with the ability to apply for a credit or refund of all Net TPCs paid by identifying from the Billing Summary, or through other documentation provided by the Claimant, the charges that are claimed to have been unauthorized.

To obtain a refund or credit under this Agreement, a Claim Form must be timely submitted and signed by the Settlement Class Member certifying that the Settlement Class Member paid for a TPC that appeared on the customer's AT&T ILEC bill between January 1, 2005 and the date of Preliminary Approval and that: (1) the TPC was placed on the bill without authorization; or (2) the authorization for the charge was obtained through deceptive or misleading practices. Settlement Class Members must also certify that to their knowledge they: (1) have not been previously reimbursed for such charge(s); and (2) have not otherwise legally resolved any dispute regarding such charge(s). Each Settlement Class Member completing the Claim Form shall set forth the Settlement Class Member's current legal name, the name the Settlement Class member used for the AT&T billing account at issue (if different), the Settlement Class Member's current mailing address; the 10-digit telephone number(s) on which the charges(s) subject to their Claim appeared and for Current Customers (and, if known, for Former Customers) the Settlement Class Member's Billing Telephone Account Number.

D. Claim Form Review Process

1. Settlement Administrator Review

The Settlement Administrator shall reject any Claim Form if it is not in compliance with the instructions in the Notice of Settlement or Claim Form and shall do so within 15 days of receipt. If any Claim Form is rejected, the Settlement Administrator shall notify the Settlement Class Member of the reason for the rejection and of the right to re-submit a proper Claim Form as described below and shall simultaneously provide Class Counsel with copies of such notices. Resubmission of a timely submitted Claim Form that was rejected fourteen (14) days or less before the last day to submit claims shall be deemed timely if the resubmission is mailed within thirty (30) days of the date the Settlement Administrator mailed the notice of rejection. A Claim Form is considered timely if it is submitted by the Claims Deadline. The Settlement Administrator shall, within fifteen (15) days after the later of the Effective Date or the Claims Deadline, compile all properly submitted and qualifying Claim Forms and to expeditiously provide AT&T and the appropriate Clearinghouse(s) with copies of all such Claim Forms and any supporting documents and shall continue to do so on a rolling basis until all Claim Forms meeting the requirements for submission under this Agreement accepted by the Settlement Administrator have been provided to AT&T and the appropriate Clearinghouse(s) as described above. AT&T and/or the relevant Clearinghouse(s) shall then have the right to challenge any claim under the following rules:

All challenges must be made within one hundred twenty (120) days after the Claim Forms have been provided by the Settlement Administrator to AT&T and the relevant Clearinghouse(s). If no challenge is made within one hundred and twenty (120) days, the claim will be deemed valid. Timely challenges must include the evidence relied upon (e.g., service agreement, Letter of Authorization, Third-Party Verification, proof of use of service, payment and/or adjustment records, etc.).

If the challenge is timely made, the Settlement Administrator will within five (5) days of receipt of the challenge, forward a copy of the challenge and supporting evidence to the Settlement Class Member and to Class Counsel, informing the Settlement Class Member of the right to respond to the challenge. (The Parties shall agree on the form for such notice of a challenge prior to the Notice Commencement Date. Any impasse over the notice to be used shall be submitted to the Hon. Wayne D. Brazil (Ret.) for final ruling.) The Settlement Class Member will be informed that the response to the challenge (including any evidence the Settlement Class Member would like to submit) must be made under penalty of perjury. (The Parties shall agree on the form to be used by the Settlement Class Member for a response to the challenge prior to the Notice Commencement Date. Any impasse over the form to be used shall be submitted to the Hon. Wayne D. Brazil (Ret.) for final ruling.) If requested by the Class Member, Class Counsel shall assist the Class Member in responding to any Challenge. If no response from the Settlement Class Member is received by the Settlement Administrator within sixty (60) days after the challenge was mailed to the Settlement Class Member and Class Counsel, the claim will be denied.

The Settlement Administrator shall employ the following rules for determination of claims that have been properly challenged and responded to:

Except as provided for in Section VIII.D.2. below, the Settlement Administrator shall be the final arbiter of any claim dispute.

2. Arbitration Option

Notwithstanding the terms above, if any Settlement Class Member's claimed Net TPCs paid with respect to a single Third- Party exceeds two thousand ($2,000) dollars, AT&T or the Clearinghouse at issue has the option of challenging the claim in binding Arbitration pursuant to the Consumer Related Disputes Supplementary Procedures of the AAA Commercial Arbitration Rules and Procedures, provided however that the Party demanding Arbitration pursuant to this provision shall be solely responsible for the payment of the Arbitrator's fees and expenses and of the filing fees and other expenses as charged by the AAA for the Arbitration. Unless a demand for arbitration is made at the same time that the challenge is filed, the Settlement Administrator shall proceed under the rules set forth in Section VIII.D.l. above and the right to arbitrate the challenge shall be deemed waived. If, however, a proper and timely demand for Arbitration is made under this provision, the Settlement Class Member shall have thirty (30) days from notice of such demand to elect to have the challenge resolved by a state or federal court judge with the appropriate jurisdiction and venue.

E. Claims Administration

At the conclusion of the Claim Form Review Process described above, the Settlement Administrator shall compile a Claims Payment Report and shall provide the Report to AT&T and Class Counsel no later than sixty (60) days after completion of the Claim Form Review Process. Adjustments for then-current customers shall be processed by AT&T. Payments by checks for then-former customers shall be processed by the Settlement Administrator from an account funded by AT&T. All payments, credits or adjustments shall be completed no later than ninety (90) days after the delivery of the Claims Payment Report.

If so instructed in the Claim Form by the Settlement Class Member, when a settlement check is returned to the Settlement Administrator due to an incorrect address and a correct or forwarding address is not available through the updating methods used to comply with Section VII.C., above, then the Settlement Administrator shall cancel the check and pay the amount stated in the check to the Consumers Union. Further, if so instructed in the Claim Form by the Settlement Class Member, settlement checks that remain un-cashed one hundred and twenty (120) days after issuance shall be cancelled and the amount of the check shall be paid to the Consumers Union. If no instruction is provided by the Settlement Class Member in the Claim Form, any settlement checks that remain un-cashed one hundred and twenty (120) days after issuance shall be escheated to the State identified in the Claim Form as the Settlement Class Member's current address. Any charity selected to receive the un-cashed checks funds shall be solely responsible for any claims against the funds from any other party, including any governmental claims of escheatment, and shall enter into a written agreement to fully defend and indemnify the Settlement Administrator and all parties to the Agreement from any such claims. Further administrative details with respect to instructions to the Settlement Administrator may need to be agreed upon by the Parties as the claims process proceeds, such as customers' claim of lost or destroyed checks, etc. Any disagreement as to such details shall be submitted to Judge Brazil as they arise for ruling on a binding and non-appealable basis.

IX. SCHEDULE FOR SETTLEMENT PROCESS

A. Within ten (10) days after this Agreement is filed in court with the Motion for Preliminary Approval, Defendants shall provide notice of and information regarding the Agreement to the United States Attorney General, and to each state regulatory agency or state Attorney General as required by CAFA and shall at the same time provide copies of such notices to Plaintiff's Counsel.

B. No later than April 1, 2013, notice to the class as described above will be initiated.

C. Notice to the class as described above shall be completed no later than ninety (90) days after commencement.

D. The last day for a Settlement Class Member to opt-out of the Settlement Class as described in Section X below shall be sixty (60) days after the Notice Completion Date.

E. The last day for an objection to be filed as described in Section X below shall be sixty (60) days after the Notice Completion Date.

F. Fourteen (14) days prior to Final Approval Hearing: motion papers in response to objections and in support of Final Approval due.

G. The Final Approval Hearing shall proceed no earlier than one hundred and twenty (120) days from the Notice Completion Date.

X. OPT -OUT AND OBJECTIONS

A Settlement Class Member may opt out of the Settlement Class at any time prior to the Opt-Out Deadline, as will be outlined in the Court-approved Notice. Opt-outs must be received or post-marked by the Opt-Out Deadline. In order to exercise the right to opt out, the Settlement Class Member must send a request for exclusion to the Settlement Administrator prior to the Opt-Out Deadline. Except for those potential Settlement Class Members who have properly and timely opted out, all Settlement Class Members will be deemed to be a Settlement Class Member for all purposes under this Agreement. Any potential Settlement Class Member who elects to opt-out of the Settlement Class shall not (i) be bound by any orders or judgments entered in this Action; (ii) be entitled to relief under or be affected by this Agreement; (iii) gain any rights by virtue of this Agreement; or (iv) be entitled to object to any aspect of this Agreement. The Request for Exclusion must be personally signed by the Person requesting exclusion. So called "mass" or "class" opt-outs shall not be allowed.

Any Settlement Class Member who intends to object to this Agreement must include with the objection his/her name and address, and all arguments, citations, and evidence supporting the objection. An objecting Settlement Class Member must state, in writing, all objections and the basis for any such objection(s), and provide a statement as to whether the Objector intends to appear at the Final Approval Hearing, either with or without counsel. Objections must be received or post-marked by the Objection Deadline. Any objection shall be served on counsel for all the parties at the same time it is served upon the Court and shall comply with the Preliminary Approval Order in all regards. Any Settlement Class Member who fails to timely file a written objection and notice of his or her intent to appear at the Final Approval Hearing pursuant to this paragraph or as detailed in the Notice, shall not be permitted to object to the Class Settlement at the Final Approval Hearing, and shall be foreclosed from seeking any review of the Class Settlement by appeal or other means.

XI. RELEASE

A. Release and Released Parties

Upon entry of Judgment, each and every Settlement Class Member who has not opted out of the Settlement Class and any Person claiming by or through him/her/it as his/her/its spouse, child, heir, associate, co-owner, attorney, agent, administrator, devisee, predecessor, successor, assignee, representative of any kind, shareholder, partner, director, employee or affiliate, shall be deemed to have released and discharged all Released Parties from any claim, liability, right, demand, suit, matter, obligation, damage, loss or cost, action or cause of action, of every kind and description that the Settlement Class Member has or may have, including assigned claims, whether known or unknown, asserted or unasserted, latent or patent, that is, has been, could reasonably have been or in the future might reasonably be asserted by the Settlement Class Member in this Action or Actions or in any other action or proceeding in this Court or any other court or forum, regardless of legal theory, and regardless of the type or amount of relief or damages claimed, against any of the Released Parties arising out of or relating to any allegation or on any basis that a Third-Party Charge was unauthorized or that the authorization was obtained by deceptive or misleading practices. Without limiting the generality of the foregoing, this Release shall include (a) any class, group, collective or individual claim for any breach or violation of any federal or state statute, case law, common law or other law; (b) any claim for breach of any duty imposed by law, by contract or otherwise; and (c) any claim for damages, injunctive relief, declaratory relief, class damages or relief, penalties, punitive damages, exemplary damages, restitution, rescission or any claim for damages based upon any multiplication or enhancement of compensatory damages associated with the above.

In addition, all Settlement Class Members expressly waive any and all rights or benefits they may now have, or in the future may have, under any law relating to the releases of unknown claims, including, without limitation, California Civil Code Section 1542, which provides that "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor", or under any other law or principle of common law of any State or territory of the United States, or of any foreign country, that is comparable or equivalent in substance or intent to California Civil Code Section 1542.

B. Specific Exclusions to the Release

This Release shall not waive any rights a Settlement Class Member may have to assert any defense (including a defense that a TPC was unauthorized or "crammed") in response to an effort by any party, including AT&T, a Clearinghouse or a Third- Party, to collect payment or repayment of a TPC from said Settlement Class Member. Further, AT&T shall hold each Settlement Class Member harmless from any attempt by any Clearinghouse or Third- Party to seek re-payment of any credits, payments or adjustments made to or on behalf of that Settlement Class Member under the Claim Form process of the Agreement. Other than for credits, payments or adjustments of a TPC under the Claim Form process of the Agreement, no provision of this Agreement shall be construed to release, discharge or forgive any contract, obligation or indebtedness of any Settlement Class Member to any AT&T Entity or any other party.

C. Exclusion of Certain Released Parties

Notwithstanding the scope of the Release set forth in Section XI.A above, the entities and/or individuals listed in Exhibit 13 to this Agreement shall be excluded from the definition of Released Parties above and shall not be protected by said Release. Additional entities and/or individuals may be added to Exhibit 13 at the Defendants' election up to the date of Final Approval.1

XII. EXCLUSIVE REMEDY; DISMISSAL OF ACTION; JURISDICTION OF COURT

This Agreement shall be the sole and exclusive remedy for any and all Released Claims of all Settlement Class Members against the Released Parties. No Released Party shall be subject to liability or expense of any kind to any Settlement Class Member with respect to any Released Claim. Upon entry of the Final Order and Judgment, each and every Settlement Class Member shall be permanently barred and enjoined from initiating, asserting and/or prosecuting any Released Claim(s) against any Released Party in any court or forum.

The Parties agree that the Court shall retain exclusive and continuing jurisdiction of the Action, Parties, Settlement Class Members and the Settlement Administrator to interpret and enforce the terms, conditions, and obligations under this Agreement.

Nothing in this Agreement, or in the anticipated Final Order and Judgment, shall constitute a waiver by any person or party that they might otherwise have to the jurisdiction of any court with respect to the subject matter alleged in the Action or Actions. Further, nothing in this Agreement affects AT &T's existing arbitration rights in any jurisdiction with respect to any person or party, other than for the claims made and approved by the Settlement Administrator under this Agreement.

XIII. RIGHT TO WITHDRAW

AT&T and Plaintiff shall have the right to withdraw from this Agreement if any one of the following occurs prior to final approval: (i) another case alleging similar claims against AT&T for the billing of alleged unauthorized third-party charges is certified as a litigation class; (ii) the court sustains any objection to the Agreement resulting in the change of any duties, responsibilities or protections under the Agreement; (iii) the court modifies or rejects any terms of the Agreement or any of the forms or exhibits submitted for approval; or (iv) the total number of Settlement Class Members who opt out exceeds 10,000 people. In order to effectuate any such withdrawal, the Party seeking to withdraw must notify counsel for the opposing party in writing received by such party within fifteen calendar days of the occurrence of any of the events enumerated in (i) through (iv) in the preceding sentence.

XIV. APPLICATION FOR ATTORNEYS' FEES AND EXPENSES AND COMPENSATION FOR CLASS REPRESENTATIVES

A. Class Counsel Attorneys' Fees

Subject to the terms and conditions of this Agreement, and subject to final approval of the Settlement and approval of such fees and expenses by the Court, AT&T shall pay up to five million five hundred thousand dollars ($5,500,000) for all Plaintiffs' attorneys' fees and expenses, or such lesser amount of attorneys' fees and expenses that is approved by the Court (as modified on any appeal that may properly be taken); however, in no event shall AT&T pay a Fee and Expense Payment in any amount greater than that approved in Moore et al., v. Verizon et al., United States District Court for the Northern District of California, Case No. 09-cv-1823 SBA. Plaintiffs' attorneys agree not to request that the Court approve payment of any Fee and Expense Payment in excess of five million five hundred thousand dollars ($5,500,000) or the Moore Attorneys' Fee Award, whichever is lower, and AT&T agrees not to oppose Plaintiffs' attorneys' request for such approval in an amount not exceeding five million five hundred thousand dollars ($5,500,000) or the Moore Attorneys' Fee Award, whichever is lower. Any award of fees and expenses in excess of the lesser amount of five million five hundred thousand dollars ($5,500,000) or the Moore Attorneys' Fee Award shall be deemed null and void and not enforceable as against AT&T, or any other party. The Court shall determine the amount of the Fee and Expense Payment to be paid to Plaintiffs' attorneys, which determination, subject to the total award limitations set forth above, shall be final and non-appealable as between Class Counsel and AT&T. AT&T shall have no responsibility or liability arising from any issues of allocation or distribution of the Fee and Expense Payment among Plaintiffs' attorneys. Subject to the limitations set forth above, AT&T shall pay such attorneys' fees and costs as are granted by the Court within thirty (30) days after the Effective Date by wire transfer to Jacobs Kolton, Chartered, for distribution to Class Counsel. Except as provided herein, the Released Persons shall bear no other expenses, costs, damages, or fees alleged or incurred by any of the named Plaintiffs, by any Settlement Class Member, or by any of their attorneys, experts, advisors, agents or representatives.

B. Class Representative Incentive Awards

Subject to the terms and conditions of this Agreement, and subject to final approval of the Settlement and approval of such incentive award(s) by the Court, AT&T shall pay up to five thousand dollars ($5,000) to Plaintiff Joy Nwabueze, and up to five thousand dollars ($5,000) to Plaintiff Amelia Terry, as agreed to compensation for their time and effort serving as Class Representatives in Nwabueze and Terry. Any such award(s) shall be paid within thirty (30) days after the Effective Date.

XV. SETTLEMENT APPROVAL ORDER

This Agreement is subject to and conditioned upon the issuance by the Court of the Final Order and Judgment which grants final approval of this Agreement in accordance with applicable jurisprudence, and provides the relief specified below, which relief shall be subject to the terms and conditions of this Agreement and the Parties' performance of their continuing rights and obligations hereunder. Such Final Order and Judgment shall:

In the event that the Court or any appellate court enters an order altering this Agreement in a way that materially and adversely affects any of the Parties, within fifteen (15) business days from the date the Court or appellate court enters such an order, the affected Party or Parties may terminate this Agreement by giving written notice of its intent to do so to the opposing Party's counsel.

In the event that this Agreement is not approved by the Court or is otherwise canceled in accordance with its terms, or the settlement set forth in this Agreement is otherwise canceled or terminated or fails to become effective in accordance with its terms, this Agreement shall become null and void and shall have no further force and effect, and neither this Agreement (including any and all of its provisions and the exhibits hereto), nor any drafts hereof, nor any of the negotiations and proceedings relating hereto: (i) shall be offered, received in evidence or otherwise used in this Action or in any other action or proceedings for any purpose, or (ii) shall prejudice the rights of any of the Parties hereto, who shall be restored to their respective positions immediately prior to the execution of this Agreement.

XVI. MISCELLANEOUS PROVISIONS

A. Entire Agreement

This Agreement, including all exhibits hereto, shall constitute the entire Agreement among the Parties with regard to the subject of this Agreement and shall supersede any previous agreements, representations, communications and understandings among the Parties with respect to the subject matter of this Agreement, including the Outline of Settlement Terms with the effective date of June 26, 2012 and the Settlement Agreement first dated November 21, 2012. No representations, warranties or inducements have been made to any Party concerning this Agreement or its exhibits other than the representations, warranties and covenants contained and memorialized in such documents, except as expressly herein provided. This Agreement is a fully integrated agreement and may not be changed, modified, or amended except in writing signed by all Parties and their counsel, subject to Court approval. The Parties contemplate that after Preliminary Approval has been granted, subject to Court approval, the exhibits to this Agreement may be modified by subsequent agreement of AT&T and Class Counsel prior to dissemination to the Class.

B. Modification of Agreement and Dispute Resolution

Plaintiffs and AT&T agree that reasonable changes may be made to this Agreement by AT&T in consultation with Class Counsel for the following limited purposes: (1) to ensure conformance with AT&T' s contracts with the Clearinghouses; (2) to ensure conformance with the Clearinghouses' contracts with the Third-Parties; (3) to address any processing requirements and/or limitations involved in the systems used for paying and processing claims; or (4) to respond to stated or anticipated concerns of governmental or regulatory agencies. Plaintiffs and AT&T further agree that there is a threshold requirement that any such changes must: (1) be reasonable; and (2) not effect any negative change to the benefits provided to Settlement Class Members. In the event that Plaintiffs do not agree to a change as proposed by AT&T, the Parties agree to retain the services of the Hon. Wayne D. Brazil (Ret.) to determine whether or not the proposed change meets the above-referenced requirements. The Parties agree that Judge Brazil's decision regarding the proposed change will be final.

Further, if any issue arises relating to the implementation of the Settlement Agreement after Entry of the Preliminary Approval Order through the Effective Date, that the Parties are unable to informally resolve after good faith efforts, such dispute(s) shall be submitted in writing to the Hon. Wayne D. Brazil (ret.) of JAMS for an advisory ruling ("Advisory Ruling"). No later than fourteen (14) days of receipt of an Advisory Ruling, any Party who disagrees with any such Advisory Ruling may present the issue to Judge Illston for a de novo determination.

C. Execution by Counterparts

This Agreement may be executed by the Parties in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile signatures or signatures sent by e-mail shall be treated as original signatures and shall be binding.

D. Severability and Reconciliation

To the extent any term described in the Agreement is prohibited or incompatible with any applicable orders, rules, regulations or tariffs that impose obligations on AT&T, such other obligations shall control. Further, should any of the terms or conditions set forth in the Agreement require approval of regulatory or other governmental agencies, the Parties agree to cooperate in good faith to obtain such approvals. If for any reason any portion of the Agreement shall be interpreted or determined to be illegal, invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect, unless this severability provision would deny one or more of the Parties of the material benefits of the Agreement, in which case the entire Agreement shall have no force and effect.

E. Standard for Compliance

The standard for complying with the requirements set forth in Sections VII and VIII above shall be reasonable efforts.

F. Confirmatory Discovery

The Parties agree that substantial discovery has already occurred in these cases sufficient for class counsel to knowingly and informatively enter into this Agreement on behalf of the putative Settlement Class; however, to the extent it becomes necessary to confirm a material issue impacting this settlement, AT&T agrees to cooperate in providing a reasonable amount of additional discovery if required for confirmatory purposes. Any dispute concerning such discovery shall be resolved by Judge Brazil.

G. Publicity

Except as provided below, there shall be no comments made to the press or any other disclosure by or through the Parties or their attorneys with intent that such disclosure will directly or indirectly result in notifying the media or advertise publicly about this Settlement or any of its provisions. After the filing of the Motion for Preliminary Approval and while the motion is pending the Parties nor their attorneys shall initiate comments about the Settlement to any members of the press or any other person for the purposes of providing public comment regarding the Settlement; however during this period (from filing of the Motion until a ruling is issued) in response to an unsolicited request for comment on the Settlement by a member of the press the following statement may be provided: "Both parties are pleased with this nationwide settlement, which allows AT&T's customers to apply for a full refund of unauthorized third party charges." If the follow-up inquiry is then made by the same person or entity, the following statement is authorized: "Pursuant to the terms of the proposed settlement, we cannot further comment at this time." If preliminary approval is denied, the Parties and their attorneys shall refrain from making any comments regarding the proposed Settlement for purposes of publication. If preliminary approval is granted, the Parties and their attorneys shall not initiate comments about the Settlement to any members of the press or any other person for the purposes of providing public comment regarding the Settlement except pursuant to a joint press release, to correct any misinformation published about the terms of the settlement, or in response to a member of the press or other person seeking a public comment on the Settlement. In these instances where comments are permissible, unless otherwise mutually agreed to by the Parties in writing, the information provided shall be limited to the accurate details of the Settlement as published pursuant to the Preliminary Approval Order, without additional editorial statements, expression of personal opinion or estimates of settlement valuation. In no event shall Class Counsel state or imply to any person that the Settlement represents an acknowledgement by AT&T of any wrongdoing or liability in this or any other matter. Nothing in this provision shall be interpreted to limit representations that the Parties or their attorneys may make to the Court to assist it in its evaluation of the proposed Settlement; nor shall it prohibit Plaintiffs' counsel from communicating directly with a Settlement Class Member or Settlement Class Members once appointed as Class Counsel, including by postings on Class Counsels' law firm(s) website(s).

H. Incompatibility

To the extent any term set forth in this Agreement is prohibited or incompatible with any applicable orders, rules, regulations or tariffs that impose obligations on AT&T, such other obligations shall control. Further, should any of the terms or conditions set forth in this Agreement require approval of regulatory or other governmental agencies, the Parties agree to cooperate in good faith to obtain such approvals. If for any reason any portion of this Agreement shall be interpreted or determined to be illegal, invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect, unless this severability provision would deny one or more of the Parties of the material benefits of this Agreement, in which case the entire Agreement shall have no force and effect.

I. Notices

Any notice, instruction, application for Court approval or application for Court orders sought in connection with this Agreement or other document to be given by any Party to any other Party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, if to AT&T to the attention of AT&T's respective representatives and to Class Counsel on behalf of Settlement Class Members, or to other recipients as the Court may specify.

All notices to the Parties or Class Counsel required by this Agreement, except Settlement Class Member opt outs and objections, shall be made in writing and communicated by fax and mail to the following addresses:

If to Plaintiff Joy Nwabueze or Plaintiff's Counsel or Class Counsel:

John G. Jacobs, Esq.
Jacobs Kolton, Chtd.
55 West Monroe Street
Suite 2970
Chicago, Illinois 60603

If to AT&T or AT&T's Counsel:

Douglas R. Tribble, Esq.
Pillsbury Winthrop Shaw Pittman, LLP
501 West Broadway
Suite 1100
San Diego, California 92101

J. Miscellaneous Terms

Subject to Court approval, the Parties may agree to reasonable extensions of time to carry out any of the provisions of this Agreement.

To the extent any last date for action in this Agreement falls on a weekend or Holiday, that last date for action shall roll over to the next business day; further, to the extent any last date for action relates to a court filing and falls on a date where the Court is closed for filings, that date will roll over to the next date the Court is open for filings.

The determination of the terms of, and the drafting of, this Agreement has been by mutual agreement after negotiation, with consideration by and participation of all Parties hereto and their counsel.

The waiver by one Party of any provision or breach of this Agreement shall not be deemed a waiver of any other provision or breach of this Agreement.

XVII. TERMINATION OF THIS AGREEMENT

This Agreement shall, without notice, be automatically terminated if the Judgment is not entered, if the Judgment is reversed on appeal and the reversal becomes final, or in the event of AT&T's withdrawal pursuant to the provisions of Section XIII of this Agreement. Upon termination, all Parties shall be restored to their respective positions as immediately prior to the date of execution of this Agreement except as otherwise provided.

XVIII. AUTHORITY TO SIGN

Any individual signing this Agreement on behalf of any Party represents and warrants that he or she has full authority to enter into this Agreement on behalf of the Party or Parties indicated.

JOY NWABUEZE, individually and as a
Putative Settlement Class Representative


__________________________________
Joy Nwabueze
AT&T SERVICES, INC.


__________________________________
By:_______________________________


APPROVED AS TO FORM

JACOBS KOLTON, CHTD.

By:_______________________________
Attorneys for JOY NWABUEZE,
individually and as a Putative Settlement
Class Representative





AMELIA TERRY, individually and as a
Putative Settlement Class Representative
in TERRY


__________________________________
Amelia Terry


LIEFF CABRASER HEIMANN &
BERNSTEIN, LLP

By:_______________________________
Attorneys for AMELIA TERRY,
individually and as a Putative Settlement
Class Representative in TERRY
PILLSBURY WINTHROP LLP

By:_______________________________
Douglas R. Tribble, Esq.
Attorneys for Defendants Pacific Bell
Telephone Company d/b/a AT&T
California, AT&T Services, Inc., AT&T
Operations, Inc. and Doe Defendants
Illinois Bell Telephone Company, d/b/a
AT&T Illinois; Indiana Bell Telephone
Company, Inc., d/b/a AT&T Indiana;
Michigan Bell Telephone Company, d/b/a
AT&T Michigan; The Ohio Bell Telephone
Company, d/b/a AT&T Ohio; Wisconsin
Bell, Inc., d/b/a AT&T Wisconsin;
Southwestern Bell Telephone Company,
d/b/a AT&T Arkansas, AT&T Kansas,
AT&T Missouri, AT&T Oklahoma and
AT&T Texas; Nevada Bell Telephone
Company, d/b/a AT&T Nevada; The
Southern New England Telephone
Company, d/b/a AT&T Connecticut; and
BellSouth Telecommunications, Inc., d/b/a
AT&T Alabama, AT&T Florida, AT&T
Georgia, AT&T Kentucky, AT&T
Louisiana, AT&T Mississippi, AT&T North
Carolina, AT&T South Carolina, and
AT&T Tennessee.


1 A list of names of those Third Parties who placed a Third-Party Charge subject to the terms of this Agreement will be posted on the Final Settlement Website to the extent such names are reasonably available for identification.