August 27, 1999

[Ex Parte Presentation]{.underline}

Magalie Roman Salas, Esq.

Secretary

Federal Communications Commission

445 12th Street, S.W.

Washington, D.C. 20554

> RE: In the Matter of Applications for Consent to the Transfer of
> Control of Licenses and Section 214 Authorizations from Ameritech
> Corporation, Transferor, to SBC Communications Inc., Transferee.
>
> CC Dkt. No. 98-141

Dear Ms. Salas:

On July 1, 1999, SBC Communications Inc. ("SBC") and Ameritech
Corporation ("Ameritech") submitted an *ex parte* letter with a complete
copy of proposed merger conditions that were the result of extensive
discussions between representatives of SBC and Ameritech and the
Commission Staff. In keeping with the unparalleled amount of public
involvement in the review of this merger, the Commission invited the
public (including competitors) to participate in a full round of comment
on conditions that were proposed by SBC/Ameritech and that the
Commission Staff was considering recommending. As a result of this and
other unprecedented steps, including *ex parte* contacts by numerous
interested parties, we believe that the process used by the Commission
to review the proposed conditions has been more open and has involved
more public participation than the review of any previous merger in the
history of the Commission.

An initial introductory note must be emphasized. It is not only the
process for this merger that is unprecedented. When SBC and Ameritech
announced this merger more than 15 months ago, the companies firmly
believed that the merger was pro-competitive, that the benefits of the
merger far outweighed the speculative harms that were alleged, and that
the Commission should approve the merger without conditions. We believe
that to be true today. Since that time, the U.S. Department of Justice
has reviewed and approved the merger without imposing any significant
conditions. In addition, the Ohio Commission has approved the merger, a
stipulation was reached with Commission Staff in Nevada, and Hearing
Examiners in Illinois have now twice recommended approval by the
Illinois Commission. In the meantime, the merger has been the subject of
two FCC public forums and has attracted broad and deep levels of public
support. Today, more than 200 unions, consumer groups, business and
civic organizations, and elected officials -- representing tens of
thousands of Americans -- have endorsed the SBC-Ameritech merger
precisely because of the benefits it will create for American consumers
and businesses.

Nevertheless, in response to questions raised by Chairman Kennard in
early June, SBC and Ameritech began extensive discussions with the
Staff. As a result of these discussions and in response to public
comment, SBC and Ameritech developed a set of proposed conditions that
are truly remarkable. The number, degree, and nature of the voluntary
conditions proposed by SBC and Ameritech are unparalleled in Commission
history. No other merger applicants have ever agreed to such
extraordinary, unique, and far-reaching procompetitive requirements.
Indeed, the proposed conditions far exceed the duties and obligations
imposed by the 1996 Act (and subsequent orders), other Commission rules
and regulations, and applicable antitrust law. As a result, the weight
of the evidence is now overwhelming that the SBC/Ameritech merger is in
the public interest and that consumers and competition will benefit
significantly and substantially when the merger is approved.

SBC and Ameritech have considered with great care the comments of
industry members, state bodies, and members of the public directed to
the proposed conditions. The ideas and suggestions contained in the
comments prompted another intense round of discussions and negotiations
between representatives of SBC and Ameritech and the Commission Staff,
in which SBC and Ameritech have been responsive to remaining concerns.
Although SBC and Ameritech believe that the conditions as originally
proposed were in the public interest and resolved even the most remote
and speculative concerns associated with the merger, the companies have
agreed to modify their proposed conditions in light of the comments
received.

Attachment 1 to this letter is a revised copy of the proposed conditions
reflecting this process. In response to the public comments and FCC
Staff input, we have made clarifying changes throughout the document. We
have also made changes to address operational and implementation issues
raised by commenters, the FCC Staff, and ourselves. We have also made
significant substantive changes to allay concerns about the proposed
conditions that were raised by commenters and the Commission Staff.

With these revisions, the proposed conditions go significantly beyond
the sweeping and beneficial commitments already contained in SBC's and
Ameritech's July 1 filing -- which themselves sufficed to address public
interest issues. The attached proposed conditions thus should leave no
question that the merger is in the public interest and will: promote the
efficient, equitable, and non-discriminatory deployment of advanced
services, foster new competition in and outside SBC's and Ameritech's
local service territories; assist and benefit SBC/Ameritech's wholesale
and residential customers; and protect the authority of the FCC and
states vis-à-vis implementation of these conditions.

Attachments 2 and 3 to this letter are charts summarizing key provisions
in the revised conditions, which may assist review by interested
parties. However, the following, fuller summary of the revised
conditions will demonstrate how responsive SBC and Ameritech have been
to issues and concerns that have been raised.

# I. Promoting Equitable and Efficient Advanced Services Deployment

The proposed conditions governing the deployment of advanced services
illustrate the unique and unprecedented nature of the SBC/Ameritech
commitments. The duties assumed by SBC/Ameritech to facilitate and
accelerate the provision of advanced services by competitors go far
beyond the present array of obligations imposed upon incumbent LECs and
other telecommunications carriers. Similarly, the commitments undertaken
herein by SBC/Ameritech regarding the manner in which SBC/Ameritech will
itself provide advanced services dwarf the obligations imposed on all
carriers.

The significance of the Advanced Services proposed conditions, however,
needs to be placed in its proper perspective. Today, under the 1996
Telecommunications Act and current FCC rules, a local exchange company
("LEC") is permitted to provide all Advanced Services as part of its
normal course of business. For example, Pacific Bell, one of SBC's
incumbent LECs, provides Advanced Services in California today without
being subjected to any of the structural separation, affiliate
transactions, accounting, disclosure, or auditing requirements contained
in the proposed conditions. Nevertheless, as a result of discussions
with the Staff and in response to concerns raised during the public
comment period, SBC/Ameritech have agreed to provide Advanced Services
-- one of the high-growth areas of the future -- through an affiliate
structurally separate from its incumbent LECs and to follow a detailed
set of rules and requirements that no other LEC or telecommunications
carrier in the country is required to follow. In other words, the
unprecedented nature of the proposed Advanced Services conditions
becomes more obvious when they are put in their proper perspective.

The proposed conditions originally included several provisions that
promote the equitable, non-discriminatory, and efficient deployment of
advanced services. For example, to create yet another incentive for
SBC/Ameritech to act in a non-discriminatory manner and to accommodate
the needs of all providers of advanced services, SBC/Ameritech will be
required, for at least three and one-half years, to maintain a separate
affiliate or affiliates to provide SBC/Ameritech's own advanced services
(such as ADSL) in the 13-state area where SBC/Ameritech operates as an
incumbent LEC. SBC/Ameritech's incumbent LECs will deal with the
separate advanced services affiliates on an arms-length and
non-discriminatory basis, under rules modeled upon the structural
separation requirements for BOC interLATA services (*i.e.*, Section 272
of the Telecommunications Act of 1996). SBC/Ameritech will further
provide unaffiliated telecommunications carriers with non-discriminatory
access to the same local loop information for the deployment of xDSL and
advanced services that is available to SBC/Ameritech's retail
operations, and will provide access to particular types of information
without regard to what SBC/Ameritech's retail operations obtain. The
proposed conditions also include discounts on unbundled loops that are
ordered to provide advanced services during the period while new OSS
electronic options for processing such orders are being phased in. On
the retail side, the proposed conditions contain a plan for rolling out
SBC/Ameritech's advanced services equitably to lower-income urban and
rural areas. All of these terms will ensure the fair and rapid
deployment of advanced services in the SBC/Ameritech states after the
merger.

SBC and Ameritech have made several additional changes to the proposed
conditions to address the concerns of various commenters.

[Scope of Advanced Services Conditions]{.underline}. The proposed
conditions now make it clear that SBC/Ameritech will provide advanced
services through a separate subsidiary for at least three and one-half
years. This commitment resolves concerns that the general three-year
sunset of the proposed conditions might deny advanced services providers
and consumers in some states the intended benefits of the structural
separation requirement.

We have revised the separate affiliate provisions to clarify permissible
and impermissible relationships between the advanced services affiliate
and an SBC/Ameritech incumbent LEC. For instance, the provisions now
clarify what is permissible joint marketing, what constitutes
operations, installation, and maintenance, and what is covered by
"customer care" for purposes of the proposed conditions. SBC/Ameritech's
obligations to abide by affiliate transaction and disclosure
requirements are detailed.

SBC and Ameritech have augmented the proposed conditions regarding
non-discriminatory access to local loop information. Responding to the
suggestions of CLECs and the Staff, the proposed language now is even
more explicit about SBC/Ameritech's nondiscrimination obligation and
about the additional information that will be made available by
SBC/Ameritech to unaffiliated telecommunications carriers regardless of
whether such information is requested or received by SBC/Ameritech's
affiliates. The revised proposed conditions further clarify that, if
advanced services used to provide Internet services are determined to be
intrastate, SBC/Ameritech will not be released from its obligation to
provide advanced services through a separate affiliate.

[Defining Key Terms Relating to Advanced Services]{.underline}. The
revised conditions clarify several key terms. For example, the proposed
conditions now define what constitutes loop make-up information, as
requested by AT&T in its August 9, 1999 *ex parte*. The definition of
"advanced services" has also been modified to exclude circuit switched
voice service, addressing head-on concerns raised by commenters. AT&T
App. A at 55-56. SBC and Ameritech have also defined "voice grade
service" pursuant to NorthPoint's suggestion.

[Transactions Between the Incumbent LEC and Affiliates]{.underline}.
Under the separate affiliate requirement, CLECs will gain the benefit of
having transactions between the incumbent LEC and the separate affiliate
be open and available for review. Several parties, however, questioned
whether it would be possible to detect whether the separate advanced
services affiliate received preferential treatment. AT&T App. A at
63-64; NorthPoint at 12. To address this concern, the proposed
conditions now describe what information must be maintained and makes
the information available to an independent auditor. The proposed
conditions also specify that interconnection agreements between
affiliates and the incumbent LEC shall be sufficiently detailed so that
telecommunications carriers can effectively exercise their
"pick-and-choose" rights under Section 251(i). All of these
modifications provide additional assurance that CLECs will in fact
obtain the intended benefits of the separate affiliate requirements
while also enabling the Commission to effectively monitor compliance.

The proposed conditions contain numerous structural, accounting, and
auditing requirements that will ensure the arms-length relationship
between the advanced services affiliate and the SBC/Ameritech incumbent
LECs. Moreover, none of the proposed conditions will alter the legal
status of the separate affiliate or transform it into a successor or
assign of the incumbent LECs. *See* Letter from Michael K. Kellogg to
Christopher J. Wright, General Counsel, FCC (June 25, 1999).

[Line Sharing]{.underline}. Until and unless line sharing becomes
available to unaffiliated advanced services providers, the proposed
conditions create a "Surrogate Line Sharing Charge" discount that offers
CLECs the economic benefits of line sharing and parity with
SBC/Ameritech's advanced services affiliate(s). The proposed conditions
provide CLECs with a steep 50 percent discount off of all recurring
charges and certain non-recurring charges for the purchase of loops used
exclusively to provide advanced data services to customers to whom
SBC/Ameritech simultaneously is providing voice services. Moreover, SBC
and Ameritech have now expanded this condition even further by reducing
the costs of transitioning from "Surrogate Line Sharing" to "Line
Sharing" if and when that time arrives. To ease this transition after
line sharing becomes available, SBC and Ameritech have agreed
temporarily to waive all non-recurring charges for new installations of
unbundled local loops to serve CLEC end users previously served by a
loop provided at the surrogate line sharing charge.

# II. Ensuring Open Local Markets

The proposed conditions are a comprehensive and unprecedented plan to
make the in-region local telephone markets of SBC/Ameritech -- across 13
states -- the most open and competitive in the country. To say the
conditions go well beyond the requirements of the 1996 Act is a
monumental understatement. No LEC has ever offered, or been required, to
undertake such an imposing package of commitments to ensure the opening
of local telephone markets. In the revised proposed conditions, SBC and
Ameritech take their commitment to yet another level by extending the
duration and expanding the scope of several commitments.

[Performance Plan (Including Performance Measurements)]{.underline}.
SBC/Ameritech have agreed to implement and report on 20 uniform
performance measurement categories on a monthly basis in its 13
in-region states, as well as make payments to the U.S. Treasury if they
do not provide parity service or meet certain specified benchmarks. The
attached proposed conditions contain several modifications that make the
performance plan even stronger. First, in deference to the concerns
expressed by various state commissions and other commenters, SBC and
Ameritech have clarified that the proposed conditions do not limit the
states' authority to adopt different plans or performance measurements.
Second, the Carrier Interconnection Performance Plan now provides that
the voluntary payments made by SBC/Ameritech will be made solely to the
U.S. Treasury instead of split between CLECs and state-designated public
interest funds. Third, in response to commenters who questioned whether
the Plan created sufficient incentives for compliance, AT&T App. A at
41; ALTS at 4; MCI WorldCom at 32; Sprint at 59-60, SBC and Ameritech
have raised the potential payments due under the Plan by another \$125
million, to \$1.125 billion (with an offset for state payments). In
contrast, the July 1 conditions provided for payments of \$1 billion
(also with offsets for some payments). Finally, the performance plan has
been modified to treble the level of payments made for poor performance
with respect to facilities and services ordered by competitors at low
volumes in a state. This commitment will provide yet another level of
assurance that SBC/Ameritech will have one overarching goal: meeting its
commitments and opening its local markets to all competitors, whether
these competitors are well-established or are seeking a foothold in an
emerging market.

[OSS Improvements]{.underline}. SBC/Ameritech will be required to
provide uniform, electronic OSS interfaces, implement enhancements to
existing OSS systems, and provide increased OSS support to small CLECs
throughout its 13 states, all so that CLECs have OSS access that is at
least equal to SBC/Ameritech's own access. SBC and Ameritech have
discussed with the Staff a number of changes to these provisions that
respond to the concerns of various commenters and the Staff itself, and
that make the OSS provisions even more valuable to competitors and
competition.

For instance, the benefits of new OSS interfaces have now been
guaranteed for at least three years from their deployment. SBC and
Ameritech have also modified the definition of "uniform interfaces"
specifically to address the concerns AT&T raised in its *ex parte*
earlier this month. AT&T *ex parte* at 3-6 (FCC filed Aug. 9, 1999). And
to address some CLECs' concerns and potential concerns of state
regulators, SBC and Ameritech have clarified that any uniform change
management process negotiated between CLECs and SBC/Ameritech will be
offered to state commissions for their acceptance and approval, and will
not trump other state processes without the state's consent.

SBC and Ameritech have revised the arbitration procedures relating to
OSS enhancements to respond to concerns raised by various CLECs. *See,
e.g.,* AT&T at 39-40; MCI WorldCom at 34-35; Sprint at 50-54. The
proposed condition eliminating certain flat-rate monthly charges for
access to electronic OSS has been revised to clarify its intent, which
was to eliminate certain flat monthly charges, not to waive
SBC/Ameritech's right to recover costs incurred to serve CLECs. *Cf.*
Telecommunications Resellers Association at 34-35; Covad at 35. In
response to the requests of data CLECs, SBC/Ameritech has reduced
certain OSS charges associated with processing manual orders when
electronic systems are not yet available to process such orders. Again
in response to CLEC requests, *see, e.g.,* North Point at 21-22; Comptel
at 34; Covad at 35-36, SBC and Ameritech have added a provision that a
CLEC may certify its status as a Small CLEC to SBC/Ameritech for
purposes of receiving OSS assistance that will be made available for
small CLECs. OSS support for small CLECs also has been extended from 1
year to 3 years.

SBC and Ameritech have revised the schedule of payments for failures to
meet the OSS timelines contained in the proposed conditions so that the
payments do not exceed FCC enforcement authority under 47 U.S.C.
§ 503(b)(2)(B). As modified, the OSS payments are broken into payments
of \$110,000 per day or less and up to \$1.1 million or less per
separate act or failure to act. The new structure allows the FCC to
impose fines in the full amount of the required payment if SBC/Ameritech
fails to satisfy the conditions. Moreover, SBC and Ameritech now face
payments of up to \$20 million if they fail to comply with certain OSS
conditions, whereas the previous total was capped at \$10 million. The
revised conditions also reflect new procedural provisions that clarify
enforcement of SBC/Ameritech's commitments.

[Collocation Compliance]{.underline}. Ameritech and SBC will be
required, 10 days after the merger closing and more comprehensively
thereafter, to provide the Commission with an independent auditor's
review verifying that Ameritech and SBC are complying with the
Commission's collocation requirements. SBC and Ameritech have modified
the Collocation Compliance Plan to address the concerns of various
commenters. In particular, state commissions will now have access to the
working papers and supporting materials of the independent auditor on a
confidential basis.

As a new and additional incentive to ensure that telecommunications
carriers receive collocation from SBC/Ameritech in a timely manner,
SBC/Ameritech would now, in the revised conditions, be required to
compensate carriers for missed collocation due dates caused by
SBC/Ameritech. For three years from the merger closing date,
SBC/Ameritech will provide a full, 100 percent waiver, credit, or refund
of nonrecurring collocation charges where SBC/Ameritech misses by more
than 60 days a due date for installing a qualifying collocation
arrangement.

[Most Favored Nation Provisions for In-Region Arrangements]{.underline}.
The proposed conditions submitted on July 1, 1999, facilitated open
local markets by providing all carriers in SBC/Ameritech's 13 states
additional options for entering local markets. One of these proposed
conditions ensures that SBC/Ameritech's CLEC will not seek and receive
terms outside SBC/Ameritech territory that SBC/Ameritech would not offer
to CLECs inside its territory. Another requires SBC/Ameritech, where
technically feasible, to make available to any requesting
telecommunications carrier, in any SBC/Ameritech state, terms for
interconnection arrangements or UNEs that SBC/Ameritech voluntarily
negotiated in another SBC/Ameritech state. Both of these conditions have
been clarified in response to CLEC and Staff suggestions. Moreover,
CLECs opting into an SBC/Ameritech agreement from another in-region
state will now have the ability to take the prices set for that other
state on an interim basis subject to true-up, thus speeding their
opportunity to utilize the desired service arrangement.

[Carrier-to-Carrier Promotions]{.underline}. As an additional incentive
to promote residential telephone exchange service competition in its
local service territories, SBC/Ameritech will offer carrier-to-carrier
promotions that address each of the major modes of entry. In the
SBC/Ameritech States, these unprecedented promotions include: (i) resale
discounts for residential services starting at 32 percent off of the
retail rate established by the relevant state commission; (ii) access to
the UNE Platform to serve residential customers under UNE pricing rules
in all central offices, without regard to the outcome of the
Commission's remand proceedings regarding Rule 51.319; and (iii)
discounts on recurring charges for unbundled residential loops that will
average 25 percent below the cost-based price set by the relevant state
commission.

SBC and Ameritech have revised the provisions establishing
carrier-to-carrier promotions to ensure that all carriers have an equal
chance to obtain any promotional facilities or services that are subject
to volume caps, as well as notice that the caps may soon be reached to
assist CLECs in their strategic planning. In addition, in response to a
number of comments regarding how the unbundled loop discounts would be
determined, the proposed conditions now include the state-specific
promotional unbundled loop discounted prices that will be available.
Moreover, in response to AT&T's request, the proposed conditions clarify
that the promotional UNE platform may be used to provide exchange access
services in combination with residential POTS service and Basic Rate
Interface ISDN service.

[Offering of UNEs]{.underline}. To provide its CLEC customers additional
certainty as they enter the local market, SBC/Ameritech have clarified
that they will continue to provide UNEs in each in-region state,
notwithstanding the Supreme Court's remand of Rule 51.319. The revised
conditions now make SBC's and Ameritech's commitments to preserve the
status quo even clearer.

[Alternative Dispute Resolution Through Mediation]{.underline}. Pursuant
to the proposed conditions, SBC and Ameritech will implement a voluntary
alternative dispute resolution process utilizing mediation to resolve
carrier-to-carrier local service disputes. No state or CLEC will be
required to adopt or participate in this process. The process is
available to CLECs, at their voluntarily request, to streamline and
expedite resolution of carrier-to-carrier disputes. The proposed
conditions accordingly clarify that this mediation process is a
voluntary alternative to arbitration.

[Access to Cabling in MDUs]{.underline}. The proposed conditions
submitted on July 1, 1999 provided that new cables installed and
controlled by SBC/Ameritech in new and retrofitted single-building MDUs
and multi-tenant business premises will be constructed and provided in a
manner that would permit CLECs a single point of interface. Responding
to CLEC comments, the proposed conditions now extend SBC/Ameritech's
obligation under this condition to include new cables installed and
controlled by SBC/Ameritech in a campus of garden apartment dwelling
units. The revised proposed conditions also commit SBC/Ameritech to
provide a single point of interface that is also at a minimum point of
entry. Finally, the revised proposed conditions continue, with
administrative and clarifying changes, the requirement of
carrier-to-carrier trials of CLEC access at a single point of interface.

# III. Fostering Out-of-Region Competition

[National-Local Strategy.]{.underline} Even among all the other
unparalleled commitments made by SBC/Ameritech, the National-Local
Strategy occupies a special place. SBC/Ameritech agree to compete in new
out-of-region markets, but not through vague half-baked promises offered
during Commission hearings, press conferences, or analyst briefings. The
attached conditions embody a written commitment with specific
timetables, entry plans, and huge financial penalties. In other words, a
*real* commitment.

The proposed conditions will increase competition outside the 13-state
region of SBC and Ameritech by requiring the post-merger SBC/Ameritech
to roll out facilities-based local service, as a CLEC, in 30 markets
selected from the 50 largest out-of-region U.S. markets. In the first 3
out-of-region markets, SBC/Ameritech's rollout of facilities based local
service must occur within one year of the merger. SBC/Ameritech must
provide facilities-based local service in its first 15 out-of-region
markets within 18 months of the merger. The remaining 15 markets must be
entered by the later of 30 months of the merger or upon SBC/Ameritech
obtaining long distance authority covering at least 60% of its in-region
market, as measured by access lines. Thus, the proposed conditions will
lead quickly to the sort of facilities-based local services competition
that Congress had in mind when it passed the 1996 Act. The penalty for
failure to meet the specified rollout schedule would be \$40 million per
market, with a total potential exposure of \$1.2 billion.

The revised proposed conditions create additional incentives for
SBC/Ameritech to implement the National-Local Strategy by establishing a
new payment structure for noncompliance. This new structure conforms the
voluntary payments required by the proposed conditions to the FCC's
enforcement powers. The new payment structure also ensures that
SBC/Ameritech will have an ongoing financial incentive fully to enter an
out-of-region market, even if SBC/Ameritech misses one early deadline
for that market.

##  IV. Benefitting Residential Telephone Customers and Service

In addition to the benefits to consumers that will result from the
proposed conditions described above, the proposed conditions contain
other provisions targeted specifically at residential customers and
services. For example, the proposed conditions include a commitment not
to charge residential customers any minimum monthly charges for long
distance service, such as those currently being levied by major
interexchange carriers. They also include SBC/Ameritech's commitment to
offer to improve the current Universal Service Assistance Lifeline plans
in the SBC/Ameritech states. The revised proposed conditions include, as
requested by various commenters, modifications that strengthen these
residential service provisions. Again, like a broken record, we must
note the unprecedented nature of these commitments.

[Enhanced Lifeline Plans]{.underline}. The enhanced Lifeline plan
represents a substantial benefit to low income residential customers by
providing large discounts on basic local service for eligible low income
customers in the 13 SBC/Ameritech states. In response to several
consumer groups, SBC and Ameritech have included in the attached
proposed conditions a detailed set of terms and conditions for this
enhanced Lifeline offering, which collectively will streamline
enrollment in the program and ensure participants broad benefits, thus
bringing the maximum relief to eligible low-income end users.

[Service Quality Reporting]{.underline}. The proposed conditions would
ensure that benchmarking information remains available by requiring the
merged company to continue to report ARMIS data for different
SBC/Ameritech operating telephone companies separately and to file
additional service quality reports for the SBC/Ameritech states. As
requested by state commenters, the proposed conditions now provide that
the service quality data would be made available through SBC/Ameritech's
Internet Website to state commissions and CLECs.

## V. Ensuring Compliance with and Enforcement of These Conditions

The proposed conditions include detailed reporting, auditing, and
enforcement provisions that also go well beyond what the Commission has
required of potential merger partners in the past. These provisions
ensure that the benefits of the proposed conditions will be realized.

SBC and Ameritech have responded to the requests of various commenters,
*e.g.*, AT&T App. A at 31-32, by giving state commissions confidential
access to the working papers and supporting materials of the independent
auditor. The proposed conditions also clarify the procedures for
auditing the advanced services affiliate.

**VI. State Authority**

To allay concerns raised by various state commissions and other
commenters about the scope of the proposed conditions and whether they
will preempt state authority, *see*, *e.g.*, Wisconsin Public Service
Commission at 3-5; Kansas State Corporation Commission at 3, SBC and
Ameritech have made express that "\[n\]othing in these Conditions is
intended to restrict, supercede, or otherwise alter State or local
jurisdiction under the Communications Act of 1934, as amended." SBC and
Ameritech have also clarified, as requested by the states and various
CLECs, that the proposed conditions do not constitute any determination
or standard regarding SBC/Ameritech's compliance or non-compliance with
Sections 251, 252, 271, or 272 of the 1996 Act. In addition, SBC and
Ameritech have included a provision clearly stating that "SBC/Ameritech
shall not be excused from its obligations under these federal Conditions
on the basis that a state commission lacks jurisdiction under state law
to perform an act specified or required by these Conditions."

**VII. Conclusion**

As this brief summary makes clear, the revised proposed conditions go
even further than the landmark conditions that SBC and Ameritech
proposed on July 1, 1999. Indeed, the attached commitments go to great
lengths to address concerns expressed in the comments and *ex partes*
filed with the Commission. They clarify where commenters requested
clarification; they increase payments where commenters requested tougher
enforcement; they offer definition where commenters requested guidance;
and they provide additional options where commenters requested even
greater flexibility. In short, these revised conditions should put to
rest all arguments that this merger is not in the public interest. The
revised conditions guarantee that the merger will benefit consumers and
improve competition. Moreover, it must be kept in perspective that the
proposed conditions are above and beyond what SBC and Ameritech are
required to do to be in full compliance with all laws and regulations,
and what any other merging telecommunications companies have agreed to
in the past. Commenters may quibble over the more subtle aspects of a
specific condition, but we cannot lose sight of a basic premise: these
proposed conditions are truly unprecedented.

More than 13 months have passed since SBC and Ameritech filed joint
applications under Sections 214 and 310(d) of the Communications Act of
1934, as amended, requesting Commission approval for the transfer of
control to SBC of licenses and authorizations controlled or requested by
Ameritech or its affiliates or subsidiaries. It is clearly time for the
Commission's review of this merger to come to a close. Never before have
interested parties been given such an open forum to express their views
and concerns -- and never before have those issues been addressed in
such painstaking detail. The public interest is not served by further
delay -- the benefits of this merger and the proposed conditions should
be realized immediately.

Yours Sincerely,

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Richard Hetke Paul K. Mancini

Senior Counsel General Attorney

Ameritech Corporation and Assistant General Counsel

> SBC Communications Inc.

cc: Mr. Atkinson

Mr. Krattenmaker

Mr. Wright

Ms. Carey

Mr. Dever

Ms. Mikes

Ms. Atwood

Mr. Bailey

Mr. Dixon

Ms. Kinney

Ms. Whitesell

Ms. Browne

**ATTACHMENT 1**

**PROPOSED CONDITIONS FOR**

**FCC ORDER APPROVING**

**SBC/AMERITECH MERGER**

**[INDEX TO PROPOSED CONDITIONS TO FCC ORDER APPROVING SBC/AMERITECH
MERGER]{.underline}**

# [PROMOTING EQUITABLE AND EFFICIENT ADVANCED SERVICES DEPLOYMENT]{.underline}

# I. Separate Affiliate for Advanced Services 2

**II. Discounted Surrogate Line Sharing Charges 19**

**III. Advanced Services OSS 21**

**IV. Access to Loop Information for Advanced Services 26**

**V. Loop Conditioning Charges and Cost Studies 27**

**VI. Non-discriminatory Rollout of xDSL Services 27**

# [ENSURING OPEN LOCAL MARKETS]{.underline}

**VII. Carrier Interconnection Performance Plan\
(Including Performance Measurements) 28**

**VIII. Uniform and Enhanced OSS 29**

**IX. Restructuring OSS Charges 37**

**X. OSS Assistance to Small CLECs 38**

**XI. Collocation Compliance 38**

**XII. Most-Favored-Nation Provisions for\
Out-of-Region and In-Region Arrangements 41**

**XIII. Multi-State Interconnection and Resale Agreements 43**

**XIV. Carrier-to-Carrier Promotions: Unbundled Loop Discount 43**

**XV. Carrier-to-Carrier Promotions: Resale Discount 45**

**XVI. Carrier-to-Carrier Promotions: UNE Platform 47**

**XVII. Offering of UNEs 49**

**XVIII. Alternative Dispute Resolution through Mediation 49**

**XIX. Shared Transport in Ameritech States 50**

**XX. Access to Cabling in Multi-Unit Properties 51**

**[FOSTERING OUT-OF-REGION COMPETITION]{.underline}**

XXI\. Out-of-Territory Competitive Entry (National-Local Strategy) 53

#### IMPROVING RESIDENTIAL PHONE SERVICE

# XXII. InterLATA Services Pricing 56

# XXIII. Enhanced Lifeline Plans 56

# XXIV. Additional Service Quality Reporting 58

# XXV. NRIC Participation 59

#### ENSURING COMPLIANCE WITH AND ENFORCEMENT OF THESE CONDITIONS

##### XXVI. Compliance Program 59 

# XXVII. Independent Auditor 60

# XXIII. Enforcement 62

# XXIV. Sunset 64

# XXV. Effect of Conditions 64

**[ATTACHMENTS]{.underline}**

**ATTACHMENT A: Carrier Interconnection Performance Plan\
**

**ATTACHMENTS A-1a, A-2a, A-2b: Performance Measurements**

**ATTACHMENT A-3: Calculation of Parity and Benchmark Performance**

**and Voluntary Payments**

**ATTACHMENT A-4: Voluntary Payments for Performance Measurements**

**ATTACHMENT A-5a, A-5b: SBC/Ameritech Measurement Lists**

**ATTACHMENT A-6: Monthly and Annual Caps**

**ATTACHMENT B: Model Collocation Attestation Report**

**ATTACHMENT C: Promotional Discounts for Residential Unbundled Local
Loops**

**ATTACHMENT D: Alternative Dispute Mediation**

**ATTACHMENT E: Potential Out-of-Territory Markets**

APPENDIX A

PROPOSED CONDITIONS TO FCC ORDER APPROVING

SBC/AMERITECH MERGER

# 

As a condition of exercising the grant authorized herein, SBC and
Ameritech shall comply with the following enumerated Conditions. Unless
otherwise specified herein, the Conditions described herein shall become
effective 10 business days after the Merger Closing Date. The Conditions
described herein shall be null and void if SBC and Ameritech do not
merge and there is no Merger Closing Date.

Nothing in these Conditions is intended to restrict, supersede, or
otherwise alter state or local jurisdiction under the Communications Act
of 1934, as amended, or over the matters addressed in these Conditions,
or to limit state authority to adopt rules, regulations, performance
monitoring programs, or other policies that are not inconsistent with
these Conditions. Nor do the Conditions reflect or constitute any
determination or standard regarding SBC/Ameritech's compliance or
non-compliance with 47 U.S.C. §§ 251, 252, 271, or 272.

For the purposes of these Conditions, the term "Merger Closing Date"
means the day on which, pursuant to their Merger Agreement, SBC and
Ameritech cause a Certificate of Merger to be executed, acknowledged,
and filed with the Secretary of State of Delaware as provided in Section
251 of the Delaware General Corporation Law, as amended. The term "prior
to the Merger Closing Date" means prior to the time that SBC and
Ameritech cause a Certificate of Merger to be executed, acknowledged,
and filed with the Secretary of State of Delaware as provided in Section
251 of the Delaware General Corporation Law, as amended.

For purposes of these Conditions, the term "SBC/Ameritech" shall mean
Illinois Bell Telephone Company, Indiana Bell Telephone Company,
Incorporated, Michigan Bell Telephone Company, Nevada Bell, The Ohio
Bell Telephone Company, Pacific Bell, The Southern New England Telephone
Company ("SNET"), Southwestern Bell Telephone Company ("SWBT"), and
Wisconsin Bell, Inc.; any successor or assign of such company that
provides wireline telephone exchange service; and Ameritech Corporation,
SBC Communications Inc., and any successor of either company.

For purposes of these conditions, the term "SBC/Ameritech Service Area"
shall mean the combined service areas of Illinois Bell Telephone
Company, Indiana Bell Telephone Company, Incorporated, Michigan Bell
Telephone Company, Nevada Bell, The Ohio Bell Telephone Company, Pacific
Bell, SNET, SWBT, and Wisconsin Bell, Inc. where those companies
operated as incumbent local exchange carriers ("incumbent LECs") as of
August 27, 1999.

For purposes of these conditions, the term "SBC/Ameritech States" shall
mean Arkansas, California, Connecticut, Illinois, Indiana, Kansas,
Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas, and Wisconsin. The
term "SBC States" shall mean Arkansas, California, Connecticut, Kansas,
Missouri, Nevada, Oklahoma, and Texas. The term "Ameritech States" shall
mean Illinois, Indiana, Michigan, Ohio, and Wisconsin.

For purposes of these Conditions, the term "affiliate" shall have the
same meaning as in 47 U.S.C. § 153(1).

For purposes of these Conditions, the term "telecommunications carrier"
shall have the same meaning as in 47 U.S.C. § 153(44).

**PROMOTING EQUITABLE AND EFFICIENT\
ADVANCED SERVICES DEPLOYMENT**

**I. Separate Affiliate for Advanced Services**

1\. SBC/Ameritech shall provide all Advanced Services through one or
more affiliates that are structurally separate from the SBC/Ameritech
incumbent LECs in accordance with the provisions and schedule set forth
below. As described below, Ameritech and SBC shall establish separate
Advanced Services affiliates prior to the Merger Closing Date. Upon
receiving state approval of interconnection agreements and obtaining any
necessary state authority or certification, SBC/Ameritech shall
transition the provisioning of Advanced Services to one or more separate
Advanced Services affiliates. Nothing in this Section I is intended to
prohibit SBC/Ameritech's separate Advanced Services affiliates from
providing services that are not Advanced Services in accordance with any
applicable federal or state laws or regulations.

2\. [Advanced Services.]{.underline} For purposes of these Conditions,
the term "Advanced Services" means intrastate or interstate wireline
telecommunications services, such as ADSL, IDSL, xDSL, Frame Relay, Cell
Relay and VPOP-Dial Access Service (an SBC Frame Relay-based service)
that rely on packetized technology and have the capability of supporting
transmissions speeds of at least 56 kilobits per second in both
directions. This definition of Advanced Services does not include (1)
data services that are not primarily based on packetized technology,
such as ISDN, (2) x.25-based and x.75-based packet technologies, or (3)
circuit switched services (such as circuit switched voice grade service)
regardless of the technology, protocols or speeds used for the
transmission of such services.

3\. [Section 272 Requirements for the Separate Advanced Services
Affiliates.]{.underline} Subject to the transitional mechanisms
discussed below, the separate Advanced Services affiliate(s) required by
this Section I shall operate in accordance with the structural,
transactional, and non-discrimination requirements that would apply to a
separate affiliate\'s relationships with a BOC under 47 U.S.C. § 272(b),
(c), (e), and (g), as interpreted by the Federal Communications
Commission (the "Commission") as of August 27, 1999, except to the
extent those provisions are inconsistent with the provisions of this
Paragraph, in which case the provisions of this Paragraph shall apply.
Except for the specific exception for OI&M services in Subparagraph b,
below, SBC/Ameritech shall comply with the Commission's accounting
safeguards pursuant to 47 U.S.C. § 272 for all transactions between an
incumbent LEC and a separate Advanced Services affiliate and shall
continue to do so regardless of, and consistent with, the specific
accounting method SBC/Ameritech uses. If the separate Advanced Services
affiliate does not deviate (other than in an inadvertent or incidental
manner) from the requirements of 47 U.S.C. § 272(b), (c), (e), and (g)
except as described in this Paragraph and Subparagraphs below, such
separate affiliate(s) shall not be deemed a successor or assign of a BOC
or incumbent LEC for purposes of applying 47 U.S.C. §§ 153(4) or 252(h).

a\. Any SBC/Ameritech separate Advanced Services affiliate and any
SBC/Ameritech incumbent LEC may joint market their services with the
services of the other, without being subject to any non-discrimination
requirement under these Conditions. Permitted joint marketing by the
incumbent LEC that may be conducted on an exclusive basis would include
the sale of Advanced Services provided by the Advanced Services
affiliate and the transfer of the customer's Advanced Services order
identified by the incumbent LEC through inbound or outbound marketing to
the affiliate for completion. When performing these joint marketing
activities later than 180 days after the Merger Closing Date in all
states except Connecticut, the employees of the incumbent LEC may only
access the incumbent LEC's loop qualification information through the
same Operations Support Systems ("OSS") as are made available to
unaffiliated telecommunications carriers, as described in Paragraph 15a.
Permitted joint marketing by the Advanced Services affiliate would
include completion of orders for Advanced Services and local services by
the affiliate (using the same interfaces and processes used by
unaffiliated telecommunications carriers as required by these
Conditions) and the transfer of customer orders or calls identified by
the affiliate to the SBC/Ameritech incumbent LEC for provisioning of the
customer's local service order. Permitted joint marketing by either the
incumbent LEC or the separate Advanced Services affiliate would include
customer care. For purposes of these Conditions, "customer care" means
functions performed after the sale that involve interaction with the
customer, specifically on-going customer notification of service order
progress, response to customer inquiries regarding the status of an
order, identification of troubles affecting the customer's service,
inputting information regarding trouble tickets (such as customer
contact information, circuit identification number, type of trouble, and
accessibility of the customer location), network trouble isolation
(i.e., determining whether the trouble is caused by the services or
unbundled elements provided by the incumbent LEC, by Advanced Services
Equipment, or by customer premises equipment), payment arrangements,
account adjustment (including changes to customer information), account
balance inquiries, account closure, responses to legal actions affecting
or involving the customer, and receipt and resolution of customer
complaints. The SBC/Ameritech incumbent LEC may provide billing and
collection services to the separate Advanced Services affiliate on an
exclusive basis, provided, however, that the charges of the separate
Advanced Services affiliate shall be stated on a separate bill page from
the charges of the incumbent LEC. Transactions between the incumbent LEC
and a separate Advanced Services affiliate that are permitted by this
Subparagraph shall be made pursuant to a written agreement between the
incumbent LEC and the affiliate.

b\. Any SBC/Ameritech incumbent LEC may provide operations,
installation, and maintenance ("OI&M") services (not including network
planning, engineering, design or assignment services), including the use
of systems and databases associated with these services, to any separate
Advanced Services affiliate on a non-discriminatory basis pursuant to a
tariff or approved interconnection agreement, provided that the same
services made available to the separate Advanced Services affiliate are
made available to unaffiliated providers of Advanced Services on a
non-discriminatory basis consistent with the requirements of 47 U.S.C.
§ 272(c) and the Commission\'s implementing rules as in effect on August
27, 1999, where not inconsistent with the provisions of this Section.
With respect to these transactions, SBC/Ameritech shall comply with the
Commission's Section 272 accounting safeguards and will continue to do
so regardless of, and consistent with, the specific accounting method
that SBC/Ameritech uses. However, public disclosure of the governing
interconnection agreement (including the prices, discounts, terms and
conditions associated with that agreement) shall replace the transaction
disclosure requirements as applied to the separate Advanced Services
affiliate for facilities and services provided pursuant to such
agreement. In order to provide for an orderly and efficient transfer of
personnel and systems to the separate Advanced Services affiliate, for a
period of not more than 180 days after the Merger Closing Date, the
incumbent LEC may provide (under a written agreement) network planning,
engineering, design and assignment services, including the use of
systems and databases associated with these services, on an exclusive
basis to the separate Advanced Services affiliate.

c\. The incumbent LEC and separate Advanced Services affiliate(s) may
separately own facilities or network equipment used specifically to
provide Advanced Services ("Advanced Services Equipment"), provided that
the separate Advanced Services affiliate shall own and operate all new
Advanced Services Equipment (as defined below) used to provide Advanced
Services (including equipment put into service to expand the capability
or capacity of existing Advanced Services Equipment) put into service by
SBC/Ameritech later than 30 days after the Merger Closing Date. Repair
and/or replacement of Advanced Services Equipment owned by the incumbent
LEC shall not be considered to be new Advanced Services Equipment put
into service. For purposes of this Section I, Advanced Services
Equipment is: (1) DSLAMs or functionally equivalent equipment; (2)
spectrum splitters that are used solely in the provision of Advanced
Services; (3) packet switches and multiplexers such as ATMs and Frame
Relay engines used to provide Advanced Services; (4) modems used in the
provision of packetized data; and (5) DACS frames used only in the
provision of Advanced Services. Spectrum splitters (or the equivalent
functionality) used to separate the voice grade channel from the
Advanced Services channel shall not be considered Advanced Services
Equipment; any such splitters installed after the Merger Closing Date
that are located at the customer premises shall be considered network
terminating equipment. In order to allow an efficient transition to the
non-discriminatory use of Advanced Services Equipment or an efficient
transfer of Advanced Services Equipment to the separate Advanced
Services affiliate, any Advanced Service that was provided by the
incumbent LEC to its embedded base of customers in a state as of the
Merger Closing Date may continue to be provisioned by the incumbent LEC
and be provided (under a written agreement) to the separate Advanced
Services affiliate on an exclusive basis within the state until 180 days
after the affiliate has obtained all necessary approvals and
authorizations to provide such services within the state, as described
in Paragraph 6. Additionally, the incumbent LECs may provide the ADSL
service derived from the integrated combination of an unbundled loop, a
DSLAM, and spectrum splitters at each end of the unbundled loop where
the unbundled loop is also used to provide voice grade service ("Interim
Line Sharing") to the separate Advanced Services affiliate(s) on an
exclusive basis within any geographic area until line sharing is
provided to unaffiliated providers of Advanced Services within the same
geographic area, as described in Paragraph 8, provided that the
incumbent LEC provides unaffiliated providers of Advanced Services
within the same geographic area the Discounted Surrogate Line Sharing
Charges, as described in Paragraph 14;

d.  The incumbent LEC may (but shall not be required to) transfer to the
    separate Advanced Services affiliate(s), on an exclusive basis, any
    Advanced Services Equipment, including supporting facilities and
    personnel, during a "Grace Period." The Grace Period shall be from
    August 27, 1999 until the date that is 180 days after the date that
    the Commission issues a final order, not including any appeals, in
    the UNE remand proceeding (CC Docket 96-98). In states where
    regulatory approval is required to transfer Advanced Services
    Equipment, if SBC/Ameritech seeks such required regulatory approval
    during the Grace Period, and completes the transfer of Advanced
    Services Equipment for which regulatory approval is required within
    180 days after receiving such approval, then such Advanced Services
    Equipment shall be deemed to have been transferred during the Grace
    Period. Such Advanced Services Equipment that may be transferred to
    the separate affiliate on an exclusive basis is limited to that
    equipment described in Subparagraph c above and does not include any
    facilities or equipment deemed to be a mandatory unbundled network
    element under 47 C.F.R. § 51.319 (as in effect on January 24, 1999).

e\. The separate Advanced Services affiliates may use the incumbent
LEC\'s name, trademarks, or service marks on an exclusive basis.

f\. Employees of the separate Advanced Services affiliate(s) may, on an
exclusive basis, be located within the same buildings and on the same
floors as employees of the incumbent LECs.

4\. [Steady-state Provisioning of Advanced Services.]{.underline} After
a transition period (as defined in Subparagraph 6g below), all Advanced
Services offered by SBC/Ameritech in the SBC/Ameritech Service Area will
be provisioned in accordance with the terms of this Paragraph,
provisions which are consistent with the provisions of Paragraph 3.
After such transition period, the overall responsibility for providing
Advanced Services in the SBC/Ameritech Service Area shall rest with a
separate Advanced Services affiliate. In fulfilling those
responsibilities a separate Advanced Services affiliate may utilize the
facilities and services of an incumbent LEC consistent with the
provisions of Paragraph 3. Specifically, with respect to SBC/Ameritech's
steady-state provisioning of Advanced Services in the SBC/Ameritech
Service Area, this Paragraph describes (1) the activities that an
SBC/Ameritech incumbent LEC may undertake, and associated conditions
that apply if an incumbent LEC chooses to perform such activities, and
(2) the activities that are the responsibility of a separate Advanced
Services subsidiary and which may not be performed by an incumbent LEC.

a\. [Creating an Inventory of Advanced Services Equipment and Advanced
Service Capability.]{.underline} Consistent with the Commission's rules
implementing the provisions of 47 U.S.C. § 272(b)(1), the separate
Advanced Services affiliate shall be responsible for network planning
and engineering functions related to Advanced Services, and these
functions may not be provided by an incumbent LEC. The network planning
and engineering functions related to Advanced Services that are the
responsibility of the separate Advanced Services affiliate and which may
not be performed by an incumbent LEC include:

\(1\) Determining where, when, and how much of an Advanced Services
Equipment needs to be deployed to meet forecasted customer demands, and
ensuring that such equipment is compatible with the interconnection
services (e.g., unbundled local loops) and/or tariffed services (e.g.,
DS1 special access service) the separate Advanced Services affiliate
will purchase from the incumbent LEC.

\(2\) Arranging for the purchase of Advanced Services Equipment.

\(3\) Arranging and negotiating for collocation space with the incumbent
LEC under the same terms and conditions, and utilizing the processes
that are made available to unaffiliated telecommunications carriers, and
arranging for any new Advanced Services Equipment to be delivered.

\(4\) Inventorying, in systems and databases owned by the separate
Advanced Services affiliate, its Advanced Services Equipment deployed
and identifying whether such equipment is used or available to provide
Advanced Services to customers.

The incumbent LEC may, pursuant to the OI&M provisions of Subparagraph
3b, perform the following tasks that are associated with creating an
inventory of Advanced Services Equipment and Advanced Service
capability:

\(5\) The incumbent LEC may install the affiliate's Advanced Services
Equipment. If the incumbent LEC provides these services to the separate
Advanced Services affiliate, it must provide the same services under the
same terms and conditions to unaffiliated telecommunications carriers of
Advanced Services.

\(6\) An incumbent LEC technician may connect together various items of
Advanced Services Equipment owned by the affiliate located in virtual
collocation space or other space controlled by the incumbent LEC, or may
connect various items of Advanced Services Equipment owned by the
affiliate located in such space with telecommunications services and/or
unbundled network elements ordered by the affiliate (e.g., the incumbent
LEC technician could connect a DSLAM to an ATM switch via a DS3 special
access service ordered by the affiliate), in accordance with a work
order from the affiliate. If the incumbent LEC provides these services
to the separate Advanced Services affiliate, it must provide the same
services under the same terms and conditions to unaffiliated
telecommunications carriers, and it must provide unaffiliated
telecommunications carriers access to the same process for sending work
orders to the incumbent LEC as the incumbent LEC provides to the
affiliate.

\(7\) An incumbent LEC technician may connect together various items of
Advanced Services Equipment owned by the affiliate located in physical
collocation space, or may connect various items of Advanced Services
Equipment owned by the affiliate located in physical collocation space
with telecommunications services and/or unbundled network elements
ordered by the affiliate, in accordance with a work order from the
affiliate. If the incumbent LEC provides these services to the separate
Advanced Services affiliate, it must provide the same services under the
same terms and conditions to unaffiliated telecommunications carriers,
and it must provide unaffiliated telecommunications carriers access to
the same process for sending work orders to the incumbent LEC as the
incumbent LEC provides to the affiliate.

b\. [Customer Sales Process for New Installations.]{.underline}
Consistent with the joint marketing provisions of Subparagraph 3a, the
incumbent LEC may, on an exclusive basis, complete the sale of Advanced
Services on behalf of the separate Advanced Services affiliate utilizing
any of the following activities:

\(1\) On inbound customer calls, the incumbent LEC service
representative may discuss Advanced Services with the customer and
obtain the customer's agreement to purchase an Advanced Service provided
by the separate Advanced Services affiliate,

\(2\) An incumbent LEC service representative may make outbound calls to
discuss Advanced Services with a customer and may obtain the customer's
agreement to purchase an Advanced Service provided by the separate
Advanced Services affiliate,

\(3\) During a sales discussion with a customer, an incumbent LEC
service representative may review loop qualification information to
determine if it is possible to provide an Advanced Service to the
customer provided, however, that the incumbent LEC service
representative may only have access to the same loop qualification
information of the incumbent LEC as is available to unaffiliated
telecommunications carriers and may only access such loop qualification
information through the same OSS interfaces as are made available to
unaffiliated telecommunications carriers,

\(4\) During a sales discussion with a customer, an incumbent LEC
service representative may review Advanced Services availability
information provided to the incumbent LEC by the separate Advanced
Services affiliate to determine whether the affiliate offers a certain
Advanced Service in the area where the customer resides,

\(5\) Upon securing a customer's agreement to purchase an Advanced
Service provided by the separate Advanced Services affiliate, the
incumbent LEC service representative may obtain all customer information
necessary to complete the order (e.g., name, address, due date, premises
access information, services, ISP information, CPE information). The
incumbent LEC service representative must pass such information to the
separate Advanced Services affiliate for further processing of the
customer's order by the affiliate.

c\. [Design of the Customer's Advanced Service Circuit.]{.underline}
Consistent with the Commission's rules implementing the provisions of 47
U.S.C. § 272(b)(1), a separate Advanced Services affiliate shall be
responsible for circuit design functions related to a customer's
Advanced Services sales order, and these functions may not be performed
by an incumbent LEC. The separate Advanced Services affiliate is
responsible for the overall design of the Advanced Services circuit, but
the incumbent LEC is responsible (and the affiliate is not responsible)
for the design of unbundled network elements or telecommunications
services used in the Advanced Services circuit where these elements or
services are provided by the incumbent LEC. The circuit design functions
related to a customer's Advanced Services order that are the
responsibility of the separate Advanced Services affiliate include:

\(1\) The identification of Advanced Services network components,
unbundled network elements, telecommunications services and work
activities necessary to provision the Advanced Service circuit to the
customer's premises;

\(2\) The determination of the routing of the Advanced Services circuit
and the location(s) of the identified Advanced Services network
components, unbundled network elements, and telecommunications services;

\(3\) The creation of a work order to have all such Advanced Services
network components, unbundled network elements and telecommunications
services made available and all such activities completed. Examples of
Advanced Services network components, unbundled network elements and
telecommunications services that would be identified in the design stage
are (i) unbundled local loops and DS1 special access circuits provided
by the incumbent LEC, and (ii) DSLAMs and ATM switch ports provided by
the separate Advanced Services affiliate. Examples of work activities
that would be identified in the design stage are (i) the conditioning of
an unbundled local loop, (ii) the cross-connections required to connect
all of the components, and (iii) the installation of Advanced Services
Customer Premises Equipment ("CPE") at the customer premises.

d\. [Assignment of the Advanced Services Equipment Required to Provide
the Customer's Advanced Services Circuit.]{.underline} Consistent with
the Commission's rules implementing the provisions of 47 U.S.C. §
272(b)(1), the separate Advanced Services affiliate shall be responsible
for the assignment functions related to the Advanced Services Equipment
used to provision a customer's Advanced Services order, and these
functions may not be performed by an incumbent LEC. Examples of the
assignment functions related to a customer's Advanced Services order
that are be the responsibility of the separate Advanced Services
affiliate include (i) assignment of the DSLAM equipment, and (ii)
assignment of the ATM switch port.

e\. [Creating and Maintaining the Customer's Record, Including the
Customer's Advanced Service Circuit Layout Record.]{.underline} The
separate Advanced Services affiliate shall be responsible for creating
and maintaining all records associated with the customer's Advanced
Services account, and these records may not be created or maintained by
an incumbent LEC. These records may be provided to an incumbent LEC for
its use in providing joint marketing (including customer care) and
billing and collection services to the separate Advanced Services
affiliate. The records that the separate Advanced Services affiliate
shall be responsible for creating and maintaining include:

\(1\) The record that provides the Advanced Services network components,
unbundled network elements, and telecommunications services (including
location, identification numbers, etc.) utilized by the separate
Advanced Services affiliate to provision the customer's Advanced
Services circuit. Where the separate Advanced Services affiliate
utilizes the telecommunications services or unbundled network elements
of the incumbent LEC, the incumbent LEC will be responsible for all
records associated with how such services or unbundled network elements
are provisioned. For example, if the affiliate orders (from the
incumbent LEC) a DS1 special access service from location A to location
Z, (i) the affiliate's circuit layout record will reflect the DS1
service from location A to location Z, and (ii) the incumbent LEC's
record will reflect the layout of the circuit utilized to provision the
DS1 service (e.g., that the circuit routes from location A through
locations B and C before it terminates at location Z).

\(2\) The record that contains the information necessary to facilitate
billing the customer for the Advanced Service being provided to the
customer.

f\. [Ordering, from the Incumbent LEC, the Interconnection Facilities
and Telecommunications Services Required to Provide the Customer's
Advanced Services Circuit.]{.underline} The separate Advanced Services
affiliate shall be responsible for ordering all interconnection
facilities (e.g., unbundled local loops) and all telecommunications
services (e.g., DS1 special access service) from the incumbent LEC, and
the ordering of such facilities and services may not be performed by an
incumbent LEC. The incumbent LEC must permit unaffiliated
telecommunications carriers to order such facilities and services under
the same terms and conditions, and to utilize the same processes, as are
made available to the separate Advanced Services affiliate. In
particular, the separate Advanced Services affiliate may utilize only
those OSS interfaces for ordering unbundled network elements and other
interconnection services as are made available to unaffiliated
telecommunications carriers.

g\. [Connecting and Testing the Network Components and
Telecommunications Services Required to Provision the Customer's
Advanced Services Circuit.]{.underline} An incumbent LEC technician may,
pursuant to the OI&M provisions of Subparagraph 3b, perform the
following tasks:

\(1\) An incumbent LEC technician may, in accordance with a work order
received from the separate Advanced Services affiliate, connect the
various network components and telecommunications services utilized to
provision the customer's Advanced Service circuit. These connections
could include (but would not be limited to) the connection from an
unbundled loop to a DSLAM port identified by the affiliate, and the
connection from a DS1 special access service to an ATM switch port
identified by the affiliate. If the incumbent LEC provides these
services to the separate Advanced Services affiliate, it must provide
the same services under the same terms and conditions to unaffiliated
telecommunications carriers, and it must provide unaffiliated
telecommuncations carriers access to the same process for sending work
orders to the incumbent LEC as the incumbent LEC provides to the
affiliate.

\(2\) An incumbent LEC technician may, in accordance with a work order
received from the separate Advanced Services affiliate, test the
customer's Advanced Service circuit after all of the various network
components and telecommunications services utilized to provision the
circuit have been connected together. In performing this test, the
technician may use whatever test systems or equipment are typically made
available to the technician. If the incumbent LEC provides these
services to the separate Advanced Services affiliate, it must provide
the same services under the same terms and conditions to unaffiliated
telecommunications carriers, and it must provide unaffiliated
telecommunications carriers access to the same process for sending work
orders to the incumbent LEC as the incumbent LEC provides to the
affiliate.

h\. [Installing and Testing any CPE Associated with the Customer's
Advanced Service.]{.underline} An incumbent LEC technician may, pursuant
to the OI&M provisions of Subparagraph 3b, install and test CPE at the
customer premises on behalf of the separate Advanced Services affiliate.
If the incumbent LEC provides these services to the separate Advanced
Services affiliate, it must provide the same services under the same
terms and conditions to unaffiliated telecommunications carriers.

i\. [Advising the Customer of the Status of the Order.]{.underline}
Consistent with the joint marketing provisions of Subparagraph 3a, an
incumbent LEC service representative may, on an exclusive basis on
behalf of the separate Advanced Services affiliate, provide post-sale
advice to the customer regarding the status of the customer's order. The
incumbent LEC service representative must obtain all information
regarding the status of the customer's Advanced Service order from the
separate Advanced Services affiliate.

j\. [Receipt and Isolation of Troubles Affecting the Customer's Advanced
Service.]{.underline} Consistent with the joint marketing provisions of
Subparagraph 3a, an incumbent LEC service representative may, on an
exclusive basis on behalf of the separate Advanced Services affiliate,
perform the following tasks:

\(1\) Receive a customer report of trouble on an Advanced Service
provided by the separate Advanced Services affiliate, including a
discussion with the customer to identify all information the customer
has about the trouble.

\(2\) Discuss such trouble with the customer to determine whether the
trouble might be caused by the customer's Advanced Services CPE.

\(3\) Access remote testing and diagnostic functionality to isolate the
trouble to the Advanced Services network components, unbundled network
elements, or telecommunications services used to provision the Advanced
Service circuit. In performing such trouble isolation, the incumbent LEC
service representative may only access remote testing and diagnostic
functionality as is made available to unaffiliated telecommunications
carriers.

\(4\) Send a request to the appropriate work group to have the trouble
repaired. If the separate Advanced Services affiliate has contracted
with the incumbent LEC (pursuant to the OI&M provisions of Subparagraph
3b) to have the incumbent LEC maintain the Advanced Service Equipment to
which the trouble has been isolated, the incumbent LEC service
representative may send the request directly to the incumbent LEC work
group that is providing such maintenance provided, however, that the LEC
must offer unaffiliated telecommunications carriers the same capability
(i.e., to send a repair request directly to the incumbent LEC work group
that has been contracted to provide maintenance on the Advanced Services
Equipment of the unaffiliated carrier).

k\. [Repair of Troubles Affecting the Customer's Advanced
Service.]{.underline} A separate Advanced Services affiliate is
responsible for maintaining and repairing any Advanced Services
Equipment it owns. To fulfill this responsibility, a separate Advanced
Services affiliate may contract with an incumbent LEC, pursuant to the
OI&M provisions of Subparagraph 3b, to maintain and repair Advanced
Services Equipment owned by the affiliate. If the incumbent LEC provides
these services to the separate Advanced Services affiliate, it must
provide the same services under the same terms and conditions to
unaffiliated telecommunications carriers.

l\. [Servicing the Customer's Account.]{.underline} Consistent with the
joint marketing provisions of Subparagraph 3a, an incumbent LEC service
representative may, on an exclusive basis on behalf of the separate
Advanced Services affiliate, perform certain tasks to service the
account of a separate Advanced Services affiliate customer.
Specifically, these tasks may include:

\(1\) Receiving customer calls to change an account (e.g., change of
name, change of billing address).

\(2\) Receiving and resolving customer complaints or inquiries.

\(3\) Interact with the customer or change the customer's account
information to respond to legal actions affecting or involving the
customer.

\(4\) Interacting with the customer to respond to account balance
inquiries and to make payment arrangements.

m\. [Billing and Collecting for the Advanced Service.]{.underline}
Consistent with the joint marketing provisions of Subparagraph 3a, an
incumbent LEC may, on an exclusive basis, provide billing and collection
services for a separate Advanced Services affiliate provided, however,
that the charges of the affiliate must be stated on a separate bill page
from the charges of the incumbent LEC.

n\. [Transitional Mechanisms.]{.underline} In recognition of the fact
that the SBC/Ameritech incumbent LECs provided most Advanced Services
prior to the Merger Closing Date and to minimize any disruption to the
efficient and timely delivery of Advanced Services to customers, several
transitional mechanisms have been adopted to permit an orderly
transition to the steady-state provisioning of Advanced Services
described in Subparagraphs (a) through (m) above.

\(1\) [Interim Line Sharing.]{.underline} Pursuant to the provisions of
Subparagraph 3c, an incumbent LEC may provide, on an exclusive basis,
Interim Line Sharing (as defined in Subparagraph 3c) to a separate
Advanced Services affiliate. The duration of this transition mechanism,
with respect to new activations, is dependent on when the FCC requires
SBC/Ameritech to provide line sharing to unaffiliated telecommunications
carriers.

\(2\) [State Approvals for Providing New Activations of Advanced
Services.]{.underline} Pursuant to the provisions of Subparagraphs 6a,
6b, and 6d, an incumbent LEC may continue to provide new activations of
Advanced Services in a state until 30 days after the separate Advanced
Services affiliate has received all required state certifications and
approvals to provide Advanced Services. The affiliate is required to
file for all such approvals prior to the Merger Closing Date.

\(3\) [State Approvals for Providing Advanced Services to Embedded
Advanced Services Customers.]{.underline} Pursuant to the provisions of
Subparagraphs 6a, 6c, and 6e, an incumbent LEC may continue to provide
Advanced Services to embedded customers in a state for 270 days after
the Merger Closing Date or, if later, until 30 days after SBC/Ameritech
have obtained all necessary approvals in that state to transfer the
embedded customers to the separate Advanced Services affiliate. The
affiliate is required to file for all such approvals prior to the Merger
Closing Date, and the incumbent LEC is required to file for any required
tariff approvals no later than 5 business days after the Merger Closing
Date.

\(4\) [Network Planning, Engineering, Design, and
Assignment.]{.underline} Pursuant to the provisions of Subparagraph 2b,
the incumbent LEC may, on an exclusive basis, provide network planning,
engineering, design and assignment functions to the separate Advanced
Services affiliate for a period of no more than 180 days after the
Merger Closing Date.

\(5\) [Advanced Services Equipment.]{.underline} Pursuant to the
provisions of Subparagraph 3c, the incumbent LEC may continue to own
Advanced Services Equipment that was installed no later than the date
that is 30 days after the Merger Closing Date provided, however, that if
the incumbent LEC permits the separate Advanced Services affiliate to
use such equipment (except for such equipment that is used to provide
Interim Line Sharing) the incumbent LEC must permit unaffiliated
telecommunications carriers to use the equipment under the same terms
and conditions.

\(6\) [Loop Qualification Information.]{.underline} Pursuant to the
provisions of Subparagraph 3a, the incumbent LEC when engaged in the
joint marketing permitted by Subparagraph 3a, may access loop
qualification information through an OSS interface that is not available
to unaffiliated telecommunications carriers for a period of no more than
180 days after the Merger Closing Date. During this transition,
unaffiliated telecommunications carriers will be able to access the same
loop qualification information as is available to the incumbent LEC but
will do so through a different OSS interface.

5\. [Requests for State Approval and Schedule for Establishing Advanced
Services Affiliates.]{.underline} SBC/Ameritech will establish the
separate Advanced Services affiliate(s) required by Section I in
accordance with the following provisions and schedule:

a\. In any state where SBC/Ameritech will be providing Advanced Services
on the Merger Closing Date, the separate Advanced Services affiliate(s)
shall, prior to the Merger Closing Date: negotiate and file for approval
pursuant to 47 U.S.C. §§ 251 and 252 interconnection agreement(s) with
the affiliated incumbent LEC setting forth terms, conditions and prices
for the provision of interconnection, telecommunications services, and
network elements that the affiliated incumbent LEC shall provide to the
separate Advanced Services affiliate for the purposes of the separate
affiliate's provision of Advanced Services. Such agreement(s) shall be
sufficiently detailed to permit telecommunications carriers to exercise
effectively their "pick-and-choose" rights under 47 U.S.C. § 252(i) and
the Commission's rules implementing that section. A telecommunications
carrier may pick and choose the specific types of OI&M services that the
incumbent LEC has agreed to provide to the separate Advanced Services
affiliate in that state. If an SBC/Ameritech incumbent LEC provides OI&M
services to a separate Advanced Services affiliate within a state, the
incumbent LEC shall offer those OI&M services to unaffiliated
telecommunications carriers within the same state on a
non-discriminatory basis.

b\. In any state where SBC/Ameritech will be providing Advanced Services
on the Merger Closing Date, the separate Advanced Services affiliate(s)
shall, prior to the Merger Closing Date, consistent with state law, file
for any required state certifications or approvals necessary for the
separate affiliate to provide Advanced Services.

c\. In any state where an SBC/Ameritech incumbent LEC will provide
Advanced Services on the Merger Closing Date, SBC/Ameritech shall
establish prior to the Merger Closing Date a separate Advanced Services
affiliate.

d\. In any state where SBC/Ameritech provided Advanced Services through
a separate Advanced Services affiliate on August 27, 1999, except
Connecticut, such affiliate shall be in compliance with the provisions
of Paragraph 3 prior to the Merger Closing Date. In Connecticut,
SBC/Ameritech shall establish, prior to the Merger Closing Date, a
separate Advanced Services affiliate in compliance with the provisions
of Paragraph 3, to comply with the provisions of Subparagraphs 6b and
6d.

e\. In any state where SBC/Ameritech does not provide Advanced Services
on the Merger Closing Date, SBC/Ameritech shall incorporate and
establish a separate Advanced Services affiliate to provide Advanced
Services prior to providing Advanced Services in that state.

f\. Notwithstanding any other provision of this Paragraph or Paragraph
6, below, SBC/Ameritech may provide an Advanced Service through an
SBC/Ameritech incumbent LEC (or other entity that does not comply with
the provisions of Paragraph 3) in any state until SBC/Ameritech has
obtained all necessary state authorizations and approvals to provide the
Advanced Service through the separate Advanced Services affiliate in
that state.

6\. [Providing Advanced Services through the Separate Advanced Services
Affiliate.]{.underline} SBC/Ameritech shall phase-in the provision of
Advanced Services through its separate Advanced Services affiliate(s),
as follows:

a\. [Ameritech States.]{.underline} In the Ameritech States,
SBC/Ameritech shall provide all xDSL Advanced Services through a
separate Advanced Services affiliate(s) no later than the Merger Closing
Date. SBC/Ameritech shall provide new activations of all other Advanced
Services (i.e., Frame Relay) in the Ameritech States through a separate
Advanced Services affiliate(s) no later than 30 days after the later of
(i) the Merger Closing Date, or (ii) Commission and/or state commission
approval of any tariffs necessary for the separate Advanced Services
affiliate to provide such Advanced Services. Any non-xDSL Advanced
Services provided by the Ameritech incumbent LEC on either a retail or
wholesale basis in the Ameritech States prior to the Merger Closing Date
shall be transferred to a separate Advanced Services affiliate no later
than the later of: (i) 30 days after state approval of all necessary
agreements with the affiliated incumbent LEC that are necessary to carry
out the provisions of this Section I, including any interconnection
agreement(s), (ii) 30 days after approval of any tariffs necessary for
the separate Advanced Services affiliate to provide such Advanced
Services, or (iii) 270 days after the Merger Closing Date. Any tariffs
necessary for the separate Advanced Services affiliate to provide those
Advanced Services that were provided by the incumbent LEC on the Merger
Closing Date shall be filed no later than 5 business days after the
Merger Closing Date.

b\. [SBC States - New Activations for Advanced Services Customers that
are Providers of Internet Services.]{.underline} In each SBC State,
SBC/Ameritech shall provide new activations of Advanced Services to
customers that are providers of Internet services through a separate
Advanced Services affiliate no later than 30 days after the later of (i)
state approval of all agreements with the affiliated incumbent LEC that
are necessary to carry out the provisions of this Section I, including
any interconnection agreement(s), or (ii) Commission approval of any
tariffs necessary for the separate Advanced Services affiliate to
provide such Advanced Services. Any tariffs necessary for the separate
Advanced Services Affiliate to provide such Advanced Services shall be
filed no later than 5 business days after the Merger Closing Date. The
terms of this Subparagraph b are established in recognition of, and are
expressly contingent upon, the fact that the FCC has determined that
Advanced Services used to provide Internet services are interstate
access services. In the event such services are determined to be
intrastate, and state certification is required to provide new
activations of Advanced Services to customers that are providers of
Internet services through a separate Advanced Services affiliate, the
obligations of this Subparagraph b shall apply 30 days after state
approval of any certification that the state deems required for the
separate Advanced Services affiliate to provide new activations of
Advanced Services to customers that are providers of Internet services.

c\. [SBC States - Incumbent LEC's Embedded Base of Advanced Services
Customers That Are Providers of Internet Services.]{.underline} In each
SBC State, any Advanced Services provided by SBC/Ameritech's incumbent
LEC in that state to customers that are providers of Internet services
shall be transferred to the separate Advanced Services affiliate no
later than the later of: (i) 30 days after such state approval of all
necessary agreements as discussed in Subparagraph b, (ii) 30 days after
Commission approval of any tariffs necessary for the separate Advanced
Services affiliate to provide such Advanced Services, or (iii) 180 days
after the Merger Closing Date. Any tariffs necessary for the separate
Advanced Services Affiliate to provide such Advanced Services shall be
filed no later than 5 business days after the Merger Closing Date. The
terms of this Subparagraph c are established in recognition of, and are
expressly contingent upon, the fact that the Commission has determined
that Advanced Services used to provide Internet services are interstate
access services. In the event such services are determined to be
intrastate, and state certification is required to transfer Advanced
Services provided by SBC/Ameritech's incumbent LEC to customers that are
providers of Internet services to the separate Advanced Services
affiliate, the obligations of this Subparagraph c shall apply 30 days
after state approval of any certification that the state deems required
for the separate Advanced Services affiliate to provide Advanced
Services to customers that are providers of Internet services.

d\. [SBC States - New Activations for Other Advanced Services
Customers.]{.underline} In each SBC State, SBC/Ameritech shall provide
new activations of Advanced Services to customers that are not providers
of Internet services through a separate Advanced Services affiliate no
later than 30 days after the later of: (i) state approval of all
agreements with the affiliated incumbent LEC necessary to carry out the
provisions of this Section I, including any interconnection
agreement(s), (ii) state approval of any certification that the state
deems required for the separate Advanced Services affiliate to provide
Advanced Services in that state, or (iii) approval of any federal or
state tariffs necessary for the separate Advanced Services affiliate to
provide such Advanced Services. Such tariffs shall be filed no later
than 3 days after state approval of any certification that the state
deems required for the separate Advanced Services affiliate to provide
Advanced Services in that state.

e\. [SBC States - Incumbent LEC's Embedded Base of Other Advanced
Services Customers.]{.underline} In each SBC State, any Advanced
Services provided by SBC/Ameritech's incumbent LEC in that state to
customers that are not providers of Internet services shall be
transferred to the separate Advanced Services affiliate no later than
the later of: (i) 30 days after state approval of any necessary
certification, tariffs, or any other required state authorization, (ii)
30 days after state approval of all necessary agreements, including any
agreement to transfer customers from the incumbent LEC to the separate
Advanced Services affiliate, or (iii) 180 days after the Merger Closing
Date. Any necessary tariffs shall be filed no later than 3 days after
state approval of any certification that the state deems required for
the separate Advanced Services affiliate to provide Advanced Services in
that state. It is understood that in Connecticut the duration of the
transition period may be prolonged as a consequence of state-law
restrictions relating to Advanced Services on SNET and its affiliates.

f\. [Existing Tariffs.]{.underline} To comply with the requirements of
Subparagraphs a, b, and d above, SBC/Ameritech shall, no later than 3
days after obtaining all necessary certifications, authorizations,
and/or approvals to provide new activations of an Advanced Service
through a separate Advanced Services affiliate in a state, (i) file
tariff changes with the Commission and/or the state commission to
terminate the offering of new activations of such Advanced Service by
the incumbent LEC, and (ii) cease initiating any marketing or sales of
new activations of such Advanced Service from the tariffs of the
incumbent LEC. Notwithstanding the requirements of Subparagraphs a, b,
and d above, until such tariff changes are approved by the Commission
and/or the state commission (including any mandatory customer
notification period), the SBC/Ameritech incumbent LEC shall comply with
such tariffs as then in effect if the incumbent LEC receives a request
for a new activation of an Advanced Service.

g\. [Transition Period.]{.underline} In the SBC/Ameritech Service Areas
in each SBC/Ameritech State, until such time as SBC/Ameritech is
required, pursuant to the provisions of Subparagraphs a, b, or d, above,
to provide new activations of Advanced Services through the separate
Advanced Services affiliate in that state, SBC/Ameritech shall be
permitted to provision such services through SBC/Ameritech's incumbent
LEC in that state in the following manner, which is intended to be the
"functional equivalent" of provisioning service through a separate
Advanced Services affiliate.

\(1\) Either the SBC/Ameritech incumbent LEC or the separate Advanced
Services affiliate may joint market Advanced Services to customers;

\(2\) Except for orders that contain ADSL service that uses Interim Line
Sharing, as provided for in Paragraph 8, customer orders for Advanced
Services obtained by the incumbent LEC must be passed to the separate
Advanced Services affiliate for processing. For customer orders that
contain ADSL service that uses Interim Line Sharing, as provided for in
Paragraph 8, the incumbent LEC may, on an exclusive basis pursuant to a
written agreement with the separate Advanced Services affiliate, process
the order;

\(3\) Except for orders that contain ADSL service that uses Interim Line
Sharing, as provided for in Paragraph 8, the separate Advanced Services
affiliate shall order the facilities and/or services needed to provide
the Advanced Service from the incumbent LEC. Within 180 days of the
Merger Closing Date, the separate Advanced Services affiliate shall
order such facilities utilizing the same interfaces with the incumbent
LEC as the incumbent LEC provides to unaffiliated providers of Advanced
Services. For customer orders that contain ADSL service that uses
Interim Line Sharing, as provided for in Paragraph 8, the incumbent LEC
may, on an exclusive basis pursuant to a written agreement with the
separate Advanced Services affiliate, order the facilities needed to
provide the ADSL service; and

\(4\) Any Advanced Services orders received by the separate Advanced
Services affiliate shall be passed to the incumbent LEC, which shall
provide Advanced Services to the SBC/Ameritech customer. The
SBC/Ameritech incumbent LEC may lease from the separate Advanced
Services affiliate any Advanced Services Equipment required for the
incumbent LEC to provide any Advanced Service.

7\. With respect to any state certification, state tariff approval or
other state authorization required by this Section I, a Commission Order
specifically determining that state certification, state tariff approval
or other authorization is not required for the separate Advanced
Services affiliate to provide certain interstate Advanced Services to
certain types of customers shall apply in lieu of state certification,
state tariff approval or other authorization for such interstate
Advanced Services and such customers.

8\. [Provisioning Interim Line Sharing to the Separate Advanced Services
Affiliate.]{.underline} Notwithstanding the non-discrimination
provisions of Paragraph 3 above, an SBC/Ameritech incumbent LEC may
provide Interim Line Sharing (as defined in Paragraph 3c) to a separate
Advanced Services affiliate on an exclusive basis in accordance with the
following provisions:

a\. The SBC/Ameritech incumbent LEC may provide Interim Line Sharing
capability to the separate Advanced Services affiliate within a certain
geographic area for the provision of Advanced Services activated prior
to the time that line sharing is provided to unaffiliated providers of
Advanced Services within the same geographic area.

b\. The SBC/Ameritech incumbent LEC shall establish and make available
through interconnection agreements with the separate Advanced Services
affiliate (and with unaffiliated telecommunications carriers pursuant to
the provisions of Paragraph 14) surrogate charges for the costs incurred
in making available an unbundled local loop capable of providing
Advanced Services (such as ADSL) in combination with voice grade
services ("Surrogate Line Sharing Charges"). For purposes of this
Section I, "voice grade service" means the transmission of an analog
signal within an approximate bandwidth of 300 to 3000 Hz. The Surrogate
Line Sharing Charges shall be 50 percent of the lowest monthly recurring
charge, 50 percent of the lowest non-recurring line or service
connection charge, and 100 percent of the lowest non-recurring service
order charges (i.e., there is no discount for service order charges),
for the unbundled local loop then effective that have been established
by the state commission pursuant to 47 U.S.C. § 252(d)(1). The
SBC/Ameritech incumbent LEC shall charge the separate Advanced Services
affiliate these Surrogate Line Sharing Charges for the affiliate's
shared use of a local loop if: (i) the SBC/Ameritech incumbent LEC is
able to provision the Advanced Service of the separate Advanced Services
affiliate over the same loop that the incumbent LEC is using to provide
voice grade services on either a retail or wholesale basis, and (ii) the
Advanced Service is within a spectral mask that is compatible with the
incumbent LEC's voice grade service and the filters used by the
incumbent LEC to provide Interim Line Sharing. The compatibility
standard in the previous sentence shall be presumptively met if the
Advanced Service utilizes a technology for which the spectral mask
complies with an industry-recognized standard that would be compatible
with both (i) the incumbent LEC's voice grade service, and (ii) the
filters specified in Annex E to ANSI standard T1.413-1998. For any other
technology, the separate Advanced Services affiliate may meet the
compatibility standard by showing that the technology (i) would be
compatible with the incumbent LEC's voice grade service and (ii) is
compatible with the filters specified in Annex E to ANSI standard
T1.413-1998. Surrogate Line Sharing Charges shall not apply
retroactively to charges for an unbundled loop incurred prior to the
effective date of the Surrogate Line Sharing Charges, but will apply to
charges incurred after the effective date of the Surrogate Line Sharing
Charges for both (i) recurring charges for qualifying loops in service,
and (ii) recurring and non-recurring charges for new installations of
qualifying loops. In order to be entitled to the Surrogate Line Sharing
Charges, however, the SBC/Ameritech separate Advanced Services affiliate
must certify to the incumbent LEC that it is not providing voice grade
service in conjunction with Advanced Services over the broadband
channel. The Surrogate Line Sharing Charge may be billed through
credits, true-ups, or other billing mechanisms provided, however, that
such credits, true-ups or other mechanisms are applied within 60 days of
the initial billing for the service.

9\. The separate Advanced Services affiliate(s) required by this Section
shall, to the extent that they provide interstate exchange access
services, be regulated by the Commission as non-dominant carrier(s) with
respect to the provision of Advanced Services. The separate Advanced
Services affiliate shall comply with the Commission's rules regarding
tariffs, including the Commission's rule that non-dominant
telecommunications carriers that provide interstate exchange access
services are subject to a permissive detariffing requirement.

10\. The Performance Measurements required by Section VII of these
Conditions shall be reported separately to the Commission, on a
proprietary basis and in accordance with Paragraph 1 of Attachment A, by
each SBC/Ameritech incumbent LEC for each separate Advanced Services
affiliate required by this Section I to the extent that such Performance
Measurements are applicable. If the Commission orders that the
SBC/Ameritech incumbent LECs must provide line sharing to unaffiliated
providers of Advanced Services, then within 10 business days of the
effective date of such an order SBC/Ameritech shall propose to the Chief
of the Common Carrier Bureau an additional performance measurement, or
an additional sub-measurement, to measure SBC/Ameritech's performance
with respect to the provisioning of line sharing. Within 90 days of
receiving written notice that the Chief of the Common Carrier Bureau
agrees that a line sharing measurement should be implemented,
SBC/Ameritech shall implement the new measurement consistent with the
provisions of Section VII.

11\. In setting the annual bonuses paid to officers and management
employees of a separate Advanced Services affiliate, SBC/Ameritech shall
give substantial weight to the performance of the separate Advanced
Services affiliate.

12\. [Separate Advanced Services Affiliate Sunset
Provisions.]{.underline} The requirements of this Section I requiring
SBC/Ameritech to provide Advanced Services through one or more separate
affiliates, as described in this Section, shall terminate immediately
upon any of the following events:

a\. In each SBC/Ameritech State, the date that is 42 months after the
Merger Closing Date.

b\. The date upon which (i) legislation enacted by the U.S. Congress
that specifically prohibits the Commission from requiring incumbent LECs
to establish separate affiliates for the provision of Advanced Services
becomes law, and (ii) the Commission modifies its rules and regulations
in a manner that materially changes the substance of what is covered in
this Section I (e.g., if the Commission were to establish rules that
prohibit an incumbent LEC from providing joint marketing to an affiliate
on an exclusive basis, or rules that prohibit an incumbent LEC from
providing OI&M services to an affiliate on a non-discriminatory basis,
either such change would be an example of a change that would be
considered a material change); or

c\. The date upon which a final and non-appealable judicial decision by
a court of competent jurisdiction determines that, as a result of one or
more of the permitted activities between the SBC/Ameritech incumbent LEC
and the separate Advanced Services affiliate described in Subparagraphs
3a-f, the separate Advanced Services affiliate must be deemed a
successor or assign of the incumbent LEC for the purposes of applying 47
U.S.C. §§153(4) or 252(h). However, such a judicial decision that is
based solely on some other conduct of, or relationship between, the
SBC/Ameritech incumbent LEC and/or the separate Advanced Services
affiliate shall not be a basis for terminating any of the separate
affiliate provisions of this Section I.

13\. Upon the date that SBC/Ameritech determines, as a result of one or
more of the provisions of Paragraph 12 above, to no longer provide
Advanced Services through a separate affiliate in a particular state,
then SBC/Ameritech shall be required to comply with the following
provisions in that state until the date that is 48 months after the
Merger Closing Date:

a\. The Discounted Surrogate Line Sharing Charge provisions of
Paragraphs 8b and 14, if the SBC/Ameritech incumbent LEC uses Interim
Line Sharing (as defined in Paragraph 3c) to provide new activations of
ADSL service;

b\. The Advanced Services OSS discount provisions of Paragraph 18;

c\. The SBC/Ameritech retail operations within the incumbent LEC shall
use the EDI interface discussed in Paragraph 15c, below, for processing
a substantial majority (i.e., at least 75 percent of pre-order inquiries
and at least 75 percent of orders) of Advanced Services;

d\. SBC/Ameritech retail operations within the incumbent LEC shall only
use those OSS for the provisioning of Advanced Services that are
available to unaffiliated telecommunications carriers (except for ADSL
service provisioned using Interim Line Sharing);

e\. The local loop information provisions of Paragraphs 19 and 20;

f\. The incumbent LEC shall provide unaffiliated telecommunications
carriers with the same OI&M services at the customer premises that it
provides for its own retail operations in the same SBC/Ameritech State
with respect to the offering of Advanced Services; and

g\. The incumbent LEC shall be required to provide the enhanced OSS
interfaces for provisioning Advanced Services as discussed in Paragraph
15, below.

**II.** **Discounted Surrogate Line Sharing Charges**

14\. The terms for Surrogate Line Sharing Charge discounts offered by
SBC/Ameritech to unaffiliated providers of Advanced Services for
inclusion in interconnection agreements shall reflect the following:

a\. In any geographic area where the SBC/Ameritech incumbent LEC either
(i) provides Interim Line Sharing for new activations of ADSL service to
a separate Advanced Services affiliate per the provisions of Paragraph
8, above, or (ii) utilizes Interim Line Sharing to provide new
activations of ADSL service provided by the incumbent LEC, the incumbent
LEC shall charge unaffiliated providers of Advanced Services the same
Surrogate Line Sharing Charges as described in Paragraph 8 for use of an
unbundled local loop in the same geographic area, where: (i) the
unaffiliated provider purchases the unbundled local loop to provide
Advanced Services only and does not use the unbundled local loop to
provide any voice grade service; (ii) the unaffiliated provider's
Advanced Services are provided to an end user customer to whom the
incumbent LEC provides voice grade service, on either a retail or
wholesale basis, at the same premises; and (iii) the unaffiliated
provider's Advanced Services are within a spectral mask that would, if
line sharing were available, be compatible with the incumbent LEC's
voice grade service and the filters used by the incumbent LEC to provide
Interim Line Sharing. The compatibility standard in the previous
sentence shall be presumptively met if the unaffiliated provider's
Advanced Services utilize a technology for which the spectral mask
complies with an industry-recognized standard that would be compatible
with both (i) the incumbent LEC's voice grade service, and (ii) the
filters specified in Annex E to ANSI standard T1.413-1998. For any other
technology, the unaffiliated provider of Advanced Services may meet the
compatibility standard by showing that the technology (i) would be
compatible with the incumbent LEC's voice grade service and (ii) is
compatible with the filters specified in Annex E to ANSI standard
T1.413-1998.

b\. Surrogate Line Sharing Charges shall not apply retroactively to
charges for an unbundled loop incurred prior to the effective date of
the Surrogate Line Sharing Charges, but will apply to charges incurred
after the effective date of the Surrogate Line Sharing Charges for both
(i) recurring charges for qualifying loops in-service, and (ii)
recurring and non-recurring charges for new installations of qualifying
loops. SBC/Ameritech may provide the Surrogate Line Sharing Charges
discounts through credits, true-ups, or other billing mechanisms,
provided, however, that such credits, true-ups or other mechanisms are
applied within 60 days of the initial billing for the service. To obtain
the Surrogate Line Sharing Charges, a telecommunications carrier must
provide written notification (which may include e-mail) to SBC/Ameritech
identifying the unbundled loops that it is using or will use to provide
a qualifying Advanced Service. The discounted Surrogate Line Sharing
Charges provided by SBC/Ameritech to unaffiliated providers of Advanced
Services shall end in a geographic area in an SBC/Ameritech State on the
date when SBC/Ameritech begins providing line sharing to such
unaffiliated providers in that same geographic area.

c\. Unaffiliated providers of Advanced Services that obtain unbundled
local loops for the Surrogate Line Sharing Charges shall, on a quarterly
basis, certify to SBC/Ameritech and the appropriate state commission
that they are using all unbundled local loops provided at the Surrogate
Line Sharing Charges in accordance with Subparagraph a above.
SBC/Ameritech shall have the right to hire, at its own expense, an
independent third-party auditor to perform all necessary audits and
inspections needed to assure that unbundled local loops provided for the
Surrogate Line Sharing Charges are used in accordance with Subparagraph
b above. Unaffiliated providers of Advanced Services that obtain
unbundled local loops for the Surrogate Line Sharing Charges shall agree
to cooperate in the performance of such audits and inspections. Audit
information shall be restricted to SBC/Ameritech regulatory, legal,
and/or wholesale personnel, and SBC/Ameritech shall prohibit those
personnel from disclosing audit-related, customer-specific or
company-specific proprietary information to SBC/Ameritech retail
personnel. If SBC/Ameritech conducts any audit of an unaffiliated
Advanced Service provider's use of unbundled local loops in a state,
under this Subparagraph c, SBC/Ameritech's annual compliance report for
the calendar year in which the investigation was concluded shall
describe the uses of shared loops by SBC/Ameritech's separate Advanced
Services affiliate(s) in the same state.

d\. Any unaffiliated provider of Advanced Services found by the
appropriate state commission to have violated the use restrictions of
Subparagraph a or that fails to cooperate in an audit may be denied the
Surrogate Line Sharing Charges on any unbundled local loop for which the
use restrictions or audit provisions are violated. In addition, any such
provider that intentionally and repeatedly violates the use restrictions
of Subparagraph a may be denied the Surrogate Line Sharing Charges for
unbundled local loops ordered or installed after the date of such a
finding by a state commission.

e\. For not less than 60 days after the date on which line sharing is
last provided to unaffiliated providers of Advanced Services in a
geographic area, SBC/Ameritech shall waive all non-recurring charges for
new installations of line sharing on behalf of unaffiliated providers of
Advanced Services, where such new installations are installed to replace
an unbundled local loop provided at the Surrogate Line Sharing Charges
at the same customer premises to the same provider of Advanced Services.

**III. Advanced Services OSS**

15\. SBC/Ameritech shall provide telecommunications carriers the
following options for pre-ordering and ordering components used to
provide digital subscriber line ("xDSL") and other Advanced Services
(Section I of these Conditions):

a\. Until SBC develops and deploys enhancements to its existing Datagate
and EDI interfaces as described in Subparagraph 15c below: (i)
SBC/Ameritech shall provide telecommunications carriers in the
SBC/Ameritech Service Area, except for the SBC/Ameritech Service Area
within Connecticut, not later than 180 days after the Merger Closing
Date, with access to the same pre-order interface(s) utilized by
SBC/Ameritech's retail operations in those states to obtain theoretical
local loop length information or, in the alternative, SBC/Ameritech's
retail operations shall utilize the same Datagate and/or Verigate
pre-order interfaces that are available to unaffiliated
telecommunications carriers to obtain theoretical local loop length
information, and (ii) SBC/Ameritech shall provide unaffiliated
telecommunications carriers access to Ameritech's existing EDI interface
within each of the Ameritech States.

b\. SBC/Ameritech shall provide unaffiliated telecommunications carriers
with direct access to SORD, and the Ameritech and SNET equivalent
service order processing systems, for pre-ordering and ordering xDSL and
Advanced Services, as described in Paragraph 29 below.

c\. Within 14 months after the Merger Closing Date (assuming the
duration of Phase 2 described below is no longer than 90 days),
SBC/Ameritech shall develop and deploy, in the SBC/Ameritech Service
Area, except for the SBC/Ameritech Service Area within Connecticut, in
advance of industry standards, enhancements to the existing Datagate or
EDI interfaces for pre-ordering xDSL and other Advanced Services
components, and enhancements to the existing EDI interface for ordering
xDSL and other Advanced Services components to be used in common by
SBC/Ameritech's incumbent LEC service representatives (when engaged in
permitted joint marketing), the separate Advanced Services affiliate(s),
and by unaffiliated telecommunications carriers. In Connecticut, these
enhancements to the existing Datagate or EDI interfaces shall be
developed and deployed in conjunction with the introduction of the
uniform application-to-application OSS interfaces described in Paragraph
26 below. In the interim, SBC/Ameritech shall continue to use its
equivalent interfaces for the pre-ordering and ordering of xDSL and
other Advanced Services components. All enhancements made to the
existing Datagate and EDI interfaces by SBC/Ameritech shall remain in
effect for a period of not less than 36 months after deployment, and
SBC/Ameritech shall provide telecommunications carriers authorized to
provide local services in the SBC/Ameritech Service Area ("CLECs") with
12 months advance notice of any plans to no longer make the enhancements
available. Milestones applicable to the development and deployment of
enhancements to the existing Datagate and EDI interfaces as set forth
above are as follows:

\(1\) [Phase 1]{.underline} -- SBC/Ameritech shall (i) complete a
publicly available Plan of Record, which shall consist of an overall
assessment of SBC's and Ameritech's existing Datagate and EDI
interfaces, business processes and rules, hardware capabilities, data
capabilities, and differences, and SBC/Ameritech\'s plan for developing
and deploying enhancements to the existing Datagate or EDI interfaces
for pre-ordering xDSL and other Advanced Services components and
enhancements to the existing EDI interface for ordering xDSL and other
Advanced Services components, and (ii) notify all unaffiliated
telecommunications carriers that have a current interconnection
agreement with SBC/Ameritech of the Plan of Record. The target date for
completion of Phase 1 is 60 days after the Merger Closing Date.

\(A\) Not later than 3 business days after the target date,
SBC/Ameritech shall file a notice regarding its satisfaction of this
target with the Secretary of the Commission. SBC/Ameritech shall pay
\$10,000 per business day per state in voluntary payments to the U.S.
Treasury if the Chief of the Common Carrier Bureau determines in writing
(after any appeals to the Commission, which may be taken) that
SBC/Ameritech has failed to submit a Plan of Record that is in
substantial compliance with the requirements of this Paragraph by the
target date in any SBC/Ameritech State. Voluntary payments for all
SBC/Ameritech States shall not exceed total of \$100,000 per business
day for a failure to submit a Plan of Record that is in substantial
compliance with the requirements of this Paragraph. The pendency of
proceedings under this Subparagraph shall not delay the commencement of
Phase 2 after the target date for Phase 1.

\(B\) If, within 90 days after the Merger Closing Date, one or more
CLEC(s) requests enhancements to SBC/Ameritech's existing Datagate or
EDI interfaces that are different from what is contained in the Plan of
Record, then SBC/Ameritech shall begin Phase 2. If, within 90 days after
the Merger Closing Date, no CLEC requests enhancements to
SBC/Ameritech's existing Datagate or EDI interfaces that are different
from what is contained in the Plan of Record, then Phase 2 will be
considered completed and SBC/Ameritech shall file a notice with the
Secretary of the Commission (within 3 business days after the date that
is 90 days after the Merger Closing Date) and begin to develop and
deploy the enhancements contained in the Plan of Record, pursuant to
Phase 3 below.

\(2\) [Phase 2]{.underline} -- SBC/Ameritech shall work collaboratively
with CLECs, in a single series of workshop sessions (in multiple
locations, if necessary), to obtain written agreement on enhancements to
the existing Datagate or EDI interfaces identified in the Plan of
Record, and a change management process, including a 12 month
forward-looking view of process changes and deployment schedule. The
target date for completion of Phase 2 is 30 days after the target date
for completion of Phase 1 if there is a written agreement, or 90 days
after the target date for completion of Phase 1 if Phase 2 issues are
sent to an arbitrator for resolution. Successful completion of Phase 2
is dependent upon the full cooperation of all participants in
consummating a written agreement with SBC/Ameritech on the work to be
done. The Chief of the Common Carrier Bureau shall try to assist and
encourage the parties to reach a written agreement. If SBC/Ameritech and
all of the CLECs participating in the workshop reach a written
agreement, SBC/Ameritech shall file a copy of that agreement with the
Chief of the Common Carrier Bureau and proceed with Phase 3. If
SBC/Ameritech and all of the CLECs participating in the workshop cannot
reach a written agreement within 90 days after the start of Phase 2,
SBC/Ameritech shall and participating CLECs may notify the Chief of the
Common Carrier Bureau and submit a list of the remaining unresolved
issues in dispute, and SBC/Ameritech shall submit a plan for development
and deployment of enhancements to the existing Datagate or EDI
interfaces for pre-ordering xDSL and other Advanced Services components,
and enhancements to the existing EDI interface for ordering xDSL and
other Advanced Services components that incorporates what was agreed to
with the CLECs in the workshop sessions. The Chief of the Common Carrier
Bureau shall (a) direct SBC/Ameritech to implement the plan for
development and deployment of enhancements to the existing Datagate or
EDI interfaces for pre-ordering xDSL and other Advanced Services
components, and enhancements to the existing EDI interface for ordering
xDSL and other Advanced Services components as proposed by SBC/Ameritech
in its entirety, (b) authorize SBC/Ameritech and the CLEC(s) to submit
the remaining unresolved issues in dispute to consolidated binding
arbitration, or (c) extend the collaborative period to continue efforts
to obtain a written agreement. If SBC/Ameritech and all of the CLECs
participating in the workshop do not reach a written agreement in Phase
2, in no event shall work begin in Phase 3 until SBC/Ameritech is
directed by the Chief of the Common Carrier Bureau to implement the plan
for development and deployment of enhancements to the existing Datagate
and EDI interfaces as proposed by SBC/Ameritech in its entirety, or
SBC/Ameritech is directed by the Chief of the Common Carrier Bureau to
arbitrate the remaining unresolved issues in dispute and SBC/Ameritech
receives the arbitrator\'s decision. Any such consolidated binding
arbitration shall be conducted before an independent third-party
arbitrator nominated by SBC/Ameritech and approved by the Chief of the
Common Carrier Bureau, in consultation with subject matter experts
selected by the arbitrator from a list of 3 firms supplied by
SBC/Ameritech and approved by the Chief of the Common Carrier Bureau,
which may include Telcordia Technologies, and shall be conducted in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The Chief of the Common Carrier Bureau shall
direct the arbitrator that the arbitration will last no more than 60
days, unless the Chief extends that deadline. SBC/Ameritech shall pay 50
percent of the costs of the arbitrator and expert(s), and the CLECs that
are parties to the disputed issues shall pay 50 percent of the
arbitrator and expert costs.

\(3\) [Phase 3]{.underline} -- SBC/Ameritech shall develop and deploy,
using a phased-in approach, the enhancements to the existing Datagate or
EDI interfaces for pre-ordering xDSL and other Advanced Services
components, and enhancements to the existing EDI interface for ordering
xDSL and other Advanced Services components consistent with the written
agreement obtained in Phase 2 or the arbitrator's decision in Phase 2.
To the extent that SBC/Ameritech has completed negotiation of a uniform
change management process in accordance with Paragraph 32, SBC/Ameritech
shall follow that uniform change management process in Phase 3. The
target date for completion of Phase 3 is 10 months after completion of
Phase 2, with the exception of Connecticut where the target date shall
be consistent with that for the deployment of the uniform
application-to-application OSS interfaces described in Paragraph 26
below. The target dates in Phase 3 shall begin to run on the date the
plan for Phase 3 is finalized, which may be the date of execution of the
written agreement in Phase 2, the date on which the Chief of the Common
Carrier Bureau directs SBC/Ameritech in writing to implement
SBC/Ameritech's plan in its entirety, or the effective date of a final
decision by the arbitrator in Phase 2 resolving all outstanding issues,
whichever date is applicable. Within 3 business days of the target date,
SBC/Ameritech shall file a notice regarding its satisfaction of this
target with the Secretary of the Commission.

\(A\) If a CLEC contends that SBC/Ameritech has not developed and
deployed enhancements to the existing Datagate or EDI interfaces in
substantial compliance with the written agreement obtained in Phase 2,
or has not complied with the arbitrator's decision received in Phase 2,
it may notify the Chief of the Common Carrier Bureau and request
consolidated binding arbitration. Thereafter, the Chief of the Common
Carrier Bureau may require SBC/Ameritech and the CLEC(s) to submit the
dispute to consolidated binding arbitration, if the Chief of the Common
Carrier Bureau determines in writing that arbitration of the dispute is
appropriate and in the public interest. Any such consolidated binding
arbitration shall be conducted before an independent third-party
arbitrator nominated by SBC/Ameritech and approved by the Chief of the
Common Carrier Bureau, in consultation with subject matter experts
selected by the arbitrator from a list of 3 firms supplied by
SBC/Ameritech and approved

by the Chief of the Common Carrier Bureau, which may include Telcordia
Technologies, and shall be conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. The Chief of
the Common Carrier Bureau shall direct the arbitrator that the
arbitration will last no more than 60 days, unless the Chief of the
Common Carrier Bureau extends that deadline. SBC/Ameritech shall pay 50
percent of the costs of the arbitrator and expert(s), and the CLECs that
are parties to the disputed issues shall pay 50 percent of the
arbitrator and expert costs. If the arbitrator determines that
SBC/Ameritech has not developed and deployed enhancements to the
existing Datagate or EDI interfaces in substantial compliance with the
written agreement obtained in Phase 2, or has not complied with the
arbitrator's decision received in Phase 2, SBC/Ameritech shall pay up to
\$10,000 per business day per state in voluntary payments to the U.S.
Treasury, as directed by the arbitrator. Voluntary payments shall not
exceed a total of \$100,000 per business day for all SBC/Ameritech
States.

\(B\) Voluntary payments of up to \$10,000 per business day per state
shall be due only with respect to time periods during which
SBC/Ameritech is in non-compliance and that are one or more of the
following: (i) a period for which SBC/Ameritech acknowledges a failure
to meet the relevant target date; (ii) within the first 3 business days
after the relevant missed target date; or (iii) between the date on
which the arbitrator has issued a final decision that SBC/Ameritech is
in non-compliance and the date on which SBC/Ameritech files a notice
with the Chief of the Common Carrier Bureau that it has corrected that
non-compliance. In addition, if the arbitrator finds in writing that
SBC/Ameritech intentionally and willfully failed to comply with the
relevant requirement(s), and the Chief of the Common Carrier Bureau
concurs in writing with such a finding, SBC/Ameritech shall make an
additional payment of up to \$100,000, as determined by the arbitrator,
for each business day that SBC/Ameritech was not in compliance.
SBC/Ameritech shall have the right to appeal any such finding to the
Commission.

\(4\) Notwithstanding anything else in these Conditions, the total of
all voluntary payments relating to any or all milestones established
under this Subparagraph 15c shall not exceed \$20 million.

16\. Within the SBC/Ameritech Service Area, SBC/Ameritech shall provide
unaffiliated telecommunications carriers with access to the OSS
enhancements and additional interfaces required by Paragraph 15 of these
Conditions for not less than 36 months after they are deployed.

17\. Payments made to the U.S. Treasury in connection with the above OSS
enhancements and additional interfaces shall not be reflected in the
revenue requirement of an SBC/Ameritech incumbent LEC.

18\. [OSS Discounts.]{.underline} Until SBC/Ameritech has developed and
deployed OSS options for pre-ordering and ordering xDSL and other
Advanced Services components in satisfaction of Subparagraph 15c of
these Conditions and the EDI interface specified in that Subparagraph is
used by the separate Advanced Services affiliate for pre-ordering and
ordering a substantial majority (i.e., at least 75 percent of pre-order
inquiries and at least 75 percent of orders) of the Advanced Services
components the separate Advanced Services affiliate uses in the relevant
geographic area, SBC/Ameritech's incumbent LECs within the SBC/Ameritech
Service Area shall, beginning 30 days after the Merger Closing Date,
make available through inclusion of

appropriate terms in interconnection agreements with telecommunications
carriers, a discount of 25 percent from the recurring and nonrecurring
charges (including 25 percent from the Surrogate Line Sharing Charges,
if applicable) that otherwise would be applicable for unbundled local
loops used to provide Advanced Services in the same relevant geographic
area.

a\. Such discounts shall not apply retroactively to charges incurred
prior to the effective date of the discounts, but will apply to charges
incurred after the effective date of the discount for both (i) recurring
charges for qualifying loops in-service, and (ii) recurring and
non-recurring charges for new installations of qualifying loops. By way
of example, if the Surrogate Line Sharing Charges are \$8.00/month, the
charge would be discounted to \$6.00/month in areas where this OSS
discount is applicable. SBC/Ameritech may provide promotional discounts
through credits, true-ups, or other billing mechanisms, provided,
however, that such credits, true-ups or other mechanisms are applied
within 60 days of the initial billing for the service. To obtain such
discounts, a telecommunications carrier must provide written
notification to SBC/Ameritech identifying the unbundled loops that it is
using to provide an Advanced Service.

b\. Unaffiliated providers of Advanced Services that obtain OSS
discounts on unbundled local loops pursuant to this Paragraph shall, on
a quarterly basis, certify to SBC/Ameritech and the appropriate state
commission that they are using all unbundled local loops on which they
are receiving the OSS discounts to provision an Advanced Service in
compliance with the provisions of this Paragraph. SBC/Ameritech shall
have the right to hire, at its own expense, an independent third-party
auditor to perform all necessary audits and inspections needed to assure
that unbundled local loops provided under the OSS discount are used in
accordance with this Paragraph. Unaffiliated providers of Advanced
Services that obtain OSS discounts shall agree to cooperate in the
performance of such audits and inspections. Audit information shall be
restricted to SBC/Ameritech regulatory, legal, and/or wholesale
personnel, and SBC/Ameritech shall prohibit those personnel from
disclosing audit-related, customer-specific or company-specific
proprietary information to SBC/Ameritech retail personnel.

**IV. Access to Loop Information for Advanced Services**

19\. In the SBC/Ameritech Service Area SBC/Ameritech shall provide
unaffiliated telecommunications carriers with non-discriminatory access
to the same local loop information for the deployment of xDSL and
Advanced Services that is available to SBC/Ameritech's retail
operations, including the retail operations that will be part of the
separate Advanced Services affiliate(s) described in Section I. The
systems and information described in this Section IV shall be made
available by SBC/Ameritech for 36 months after the systems and
information are made available to unaffiliated telecommunications
providers.

20\. Without regard to the local loop information for the deployment of
xDSL and Advanced Services that is available to SBC/Ameritech's retail
operations, SBC/Ameritech shall provide unaffiliated telecommunications
carriers the following local loop information for the deployment of xDSL
and Advanced Services in the SBC/Ameritech Service Area:

a\. SBC/Ameritech shall provide unaffiliated telecommunications carriers
with non-discriminatory, electronic pre-order OSS access to the
theoretical loop length on an individual address basis (e.g., whether
the loop length is approximately 12,000 feet or less from the customer
premises to the central office; between 12,000 and 17,500 feet from the
customer premises to the central office; or greater than 17,500 feet
from the customer premises to the central office). This information
shall be made available no later than the Merger Closing Date in the
SBC/Ameritech Service Area within all SBC States, except for Connecticut
and Nevada. In the SBC/Ameritech Service Area within Connecticut, it
shall be made available by no later than 22 months after the Merger
Closing Date, and in the SBC/Ameritech Service Area within Nevada it
shall be made available no later than 180 days after it is made
available in the SBC/Ameritech Service Area within California. This
information shall be made available in the SBC/Ameritech Service Area
within all Ameritech States no later than 22 months after the Merger
Closing Date.

b\. SBC/Ameritech shall provide unaffiliated telecommunications carriers
with non-discriminatory, electronic pre-order Internet access to the
theoretical loop length based upon a zip code of end users in a wire
center (e.g., how many end users' loops are approximately 12,000 feet or
less from the customer premises to the central office; between 12,000
and 17,500 feet from the customer premises to the central office; or
greater than 17,500 feet from the customer premises to the central
office within a zip code). This information shall be made available at
no additional charge, beginning 12 months after the Merger Closing Date,
in the SBC/Ameritech Service Area.

c\. SBC/Ameritech shall provide unaffiliated telecommunications carriers
in the SBC/Ameritech Service Area with non-discriminatory access to loop
make-up information regarding the capability of loops to support
Advanced Services, whether such access is available by electronic or
manual means. Loop make-up information is the information contained on
an individual loop (i.e., a single loop to a specific address) record,
which typically contains: (1) the actual loop length; (2) the length by
gauge; and (3) the presence of repeaters, load coils, or bridged taps;
and may include, if noted on the individual loop record, (4) the
approximate location and number of bridged taps, load coils, and
repeaters; (5) the presence of pair-gain devices, digital loop carriers,
or digital added main lines, and (6) the presence of disturbers in the
same or adjacent binder groups. No later than 90 days after the Merger
Closing Date, SBC/Ameritech shall, in response to an address-specific
written request from a telecommunications carrier or from
SBC/Ameritech's separate Advanced Services affiliate(s) described in
Section I, provide the loop make-up information that is available in
SBC/Ameritech's individual loop records for that specific address.
SBC/Ameritech may provide non-discriminatory access to loop make-up
information manually, in which case the response time to a written
request may reflect the manual effort that may be required to retrieve
loop make-up information. A written request for loop make-up information
shall specify, on an individual address basis, precisely what loop
make-up information (from the list above) is desired. A request for all
loop make-up information on all loops at all addresses within a state,
city, county, municipality, zip code, or wire center would not satisfy
this requirement. SBC/Ameritech shall be permitted to price the
provision of loop make-up information to recover from requesting
telecommunications carriers SBC/Ameritech's actual costs, on a time and
materials basis, for providing loop make-up information, since the
furnishing of this information is not the provision of a UNE. If
SBC/Ameritech provides loop make-up information through an electronic
means in the SBC/Ameritech Service Area within any state, then
SBC/Ameritech shall not be required to provide the same loop make-up
information through a manual means in the SBC/Ameritech Service Area
within that state.

**V. Loop Conditioning Charges and Cost Studies**

21\. No later than 180 days after the Merger Closing Date, SBC/Ameritech
shall file cost studies and proposed rates for conditioning xDSL loops
in the SBC/Ameritech Service Area within each SBC/Ameritech State that
has not already started or completed cost proceedings for these
services. SBC/Ameritech's cost studies and proposed rates shall be
prepared in compliance with the methodology set forth in the
Commission's and the relevant state commission's pricing rules for UNEs.
The cost-based rates resulting from these proceedings shall be effective
in that state.

**VI. Non-discriminatory Rollout of xDSL Services**

22\. SBC/Ameritech shall take the following steps to ensure that its
deployment of xDSL services (viewed on an aggregated basis without
regard to the entity through which SBC/Ameritech provides those
services) in the SBC/Ameritech Service Area is not discriminatory:

a\. In consultation with the relevant state commission, if the state
commission chooses to engage in such consultation, SBC/Ameritech shall
within 90 days of the Merger Closing Date reasonably classify all
SBC/Ameritech wire centers as either urban or rural wire centers for
purposes of this Paragraph.

b\. SBC/Ameritech shall identify the 10 percent of urban wire centers
within the SBC/Ameritech Service Area in each SBC/Ameritech State that
have the greatest number of low-income subscribers, as estimated by
using the latest available census data ("Low Income Urban Pool"). By the
time SBC/Ameritech has deployed xDSL in at least 20 urban wire centers
in a particular state, and for at least 36 months thereafter, at least
10 percent of the urban wire centers in which SBC/Ameritech deploy xDSL
in that state shall be wire centers from the Low Income Urban Pool.

c\. SBC/Ameritech shall identify the 10 percent of rural wire centers
within the SBC/Ameritech Service Area in each SBC/Ameritech State that
have the greatest number of low-income subscribers, as estimated by
using the latest available census data ("Low Income Rural Pool"). By the
time SBC/Ameritech has deployed xDSL in at least 20 rural wire centers
in a particular state, and for at least 36 months thereafter, at least
10 percent of the rural wire centers in which SBC/Ameritech deploys xDSL
in that state shall be wire centers from the Low Income Rural Pool.

**ENSURING OPEN LOCAL MARKETS**

**VII. Carrier Interconnection Performance Plan (Including Performance
Measurements)**

23\. In the SBC/Ameritech Service Area, SBC/Ameritech shall implement
the Carrier Interconnection Performance Plan ("the Plan") described
herein and in Attachment A. The Plan has two elements. First, it
requires SBC/Ameritech to report, on a monthly basis and in each of the
SBC/Ameritech States, its performance in 20 measurement categories (with
sub-measurements) that address functions that may have a particularly
direct effect on SBC/Ameritech's local competitors and their customers.
This information will be made available on an Internet website and will
provide the Commission, state commissions, and carriers new tools to
verify and benchmark SBC/Ameritech's performance in these measurement
and submeasurement categories. Second, the Plan obligates SBC/Ameritech
to make voluntary payments of up to \$1.125 billion over 3 years to the
U.S. Treasury based on SBC/Ameritech's performance in the 20 measurement
categories. These payments may reach as much as \$250 million in the
first year, \$375 million in the second year, and \$500 million in the
third year. The \$1.125 billion total voluntary payment for which
SBC/Ameritech may be liable may be reduced by up to \$125 million if
SBC/Ameritech completes the OSS commitments provided for in these
Conditions ahead of schedule. [See]{.underline} Attachment A, Paragraph
11. The Plan does not limit the authority of any state to adopt
additional or different state performance monitoring requirements or
associated remedies.

24\. The Plan shall be effective for the SBC/Ameritech Service Area
within each SBC/Ameritech State, except for Connecticut, until the
earlier of (i) 36 months after the date that SBC/Ameritech is first
potentially obligated to make Plan payments for that state, or (ii) the
first date on which SBC/Ameritech is authorized to provide in-region,
interLATA services in that state pursuant to 47 U.S.C. § 271(d)(3). The
Plan shall be effective for the SBC/Ameritech Service Area within
Connecticut for 36 months after the date that SBC/Ameritech is first
potentially obligated to make Plan payments in Connecticut. Not later
than 10 business days after the relevant deadlines under this Section
VII, SBC/Ameritech shall file with the Secretary of the Commission
notices regarding its satisfaction of the deadlines listed below.

#  a. In the SBC/Ameritech Service Area within Arkansas, Kansas, Missouri, Oklahoma, and Texas, SBC/Ameritech shall implement the performance measurements shown on Attachments A-2a and A-5a, and provide the Commission with 2 months of performance data on these measurements, by November 1, 1999. For the SBC/Ameritech Service Area within California and Nevada, SBC/Ameritech shall implement the performance measurements, using the California business rules shown in Attachments A-2b and A-5b, and provide 2 months of performance data on these measurements, by the first day of the first month that begins more than 30 days after the Merger Closing Date. The obligation to make voluntary payments to the U.S. Treasury, as set forth in the Plan, shall attach 270 days after the Merger Closing Date within the SBC/Ameritech Service Area within these 7 SBC States.

#  b. In the SBC/Ameritech Service Area within Connecticut, SBC/Ameritech shall implement the performance measurements shown on Attachments A-2a and A-5a, and provide 2 months of performance data no later than 12 months after the Merger Closing Date, and the obligation to make voluntary payments to the U.S. Treasury within the SBC/Ameritech Service Area within Connecticut, as set forth in the Plan, shall attach 15 months after the Merger Closing Date.

#  c. In the SBC/Ameritech Service Area within the Ameritech States, SBC/Ameritech shall implement performance measurements 2, 4-5, 10-13, 15, and 17-19 as shown on Attachments A-2a and A-5a, and provide 2 months of performance data on these measurements, no later than 90 days after the Merger Closing Date. In the SBC/Ameritech Service Area within the Ameritech States, SBC/Ameritech shall implement performance measurements 1, 3, 6-9, 14, 16, and 20, as shown on Attachments A-2a and A-5a, and provide 2 months of performance data on these measurements, no later than 150 days after the Merger Closing Date. In the SBC/Ameritech Service Area within the Ameritech States, the obligation to make voluntary payments to the U.S. Treasury, as set forth in the Plan, shall attach 270 days after the Merger Closing Date.

**VIII. Uniform and Enhanced OSS**

25\. SBC/Ameritech will develop and deploy uniform, electronic OSS
throughout the 13-State SBC/Ameritech Service Area. No later than the
Merger Closing Date, SBC/Ameritech shall provide the Commission an OSS
Process Improvement Plan identifying and assessing SBC's and Ameritech's
existing OSS and generally identifying the OSS changes that are needed
to implement SBC/Ameritech's OSS commitments identified in this Section.
The commitments in this Section are intended to facilitate local
services competition (including local Advanced Services competition) in
the SBC/Ameritech Service Area by providing entrants additional and more
economical options for accessing SBC/Ameritech's OSS on a
non-discriminatory basis as compared to SBC/Ameritech's retail
operations, and by encouraging constructive participation by local
entrants in the development of SBC/Ameritech systems used by those local
entrants.

26\. Within 24 months after the Merger Closing Date (assuming the
duration of Phase 2 described in Paragraph 28 below is no longer than 30
days), SBC/Ameritech shall develop and deploy in the SBC/Ameritech
Service Area, except for the SBC/Ameritech Service Area within
Connecticut, commercially ready, uniform application-to-application
interfaces using standards and guidelines as defined, adopted, and
periodically updated by the Alliance For Telecommunications Industry
Solutions ("ATIS") for OSS, e.g., Electronic Data Interchange ("EDI")
and Electronic Bonding Interface ("EBI") that support the pre-ordering,
ordering, provisioning, maintenance/repair, and billing of resold local
services, unbundled network elements ("UNEs") that meet the requirements
of 47 U.S.C. § 251(c)(3), and UNEs or UNE combinations that are required
by this Appendix. SBC/Ameritech shall deploy these same interfaces in
the SBC/Ameritech Service Area within Connecticut within 30 months of
the Merger Closing Date (assuming the duration of Phase 2 described in
Paragraph 28 below is no longer than 30 days). For purposes of these
Conditions, "uniform interfaces" means interfaces that present
telecommunications carriers that are users of the interfaces with the
same version(s) of industry standards, data formatting specifications,
and transport and security specifications. It is understood that
telecommunications carriers will be able to use the same uniform
interface(s) throughout the SBC/Ameritech Service Area only after
SBC/Ameritech completes development and deployment of a software
solution or uniform business rules consistent with Paragraph 31.

27\. Within 24 months after the Merger Closing Date (assuming the
duration of Phase 2 described in Paragraph 28 below is no longer than 30
days), SBC/Ameritech shall develop and deploy in the SBC/Ameritech
Service Area, except for the SBC/Ameritech Service Area within
Connecticut, uniform graphical user interfaces for OSS (e.g., like SBC's
toolbar interface) that support the pre-ordering, ordering,
provisioning, maintenance/repair, and billing for resold local services,
UNEs that meet the requirements of 47 U.S.C. § 251(c)(3), and UNEs or
UNE combinations that are required by this Appendix. SBC/Ameritech shall
deploy these same interfaces in the SBC/Ameritech Service Area within
Connecticut within 30 months of the Merger Closing Date (assuming the
duration of Phase 2 described in Paragraph 28 below is no longer than 30
days).

28\. Milestones applicable to the development and deployment of uniform
application-to-application interfaces and graphical user interfaces are
as follows:

a\. [Phase 1]{.underline} -- SBC/Ameritech shall complete a publicly
available Plan of Record, which shall consist of an overall assessment
of SBC's and Ameritech's existing OSS interfaces, business processes and
rules, hardware capabilities, data capabilities, and differences, and
SBC/Ameritech\'s plan for developing and deploying uniform
application-to-application interfaces and graphical user interfaces for
OSS. The target date for completion of Phase 1 is 150 days after the
Merger Closing Date. No later than 3 business days after the target
date, SBC/Ameritech shall file a notice regarding its satisfaction of
this target with the Secretary of the Commission. SBC/Ameritech shall
pay \$10,000 per business day per state in voluntary payments to the
U.S. Treasury if the Chief of the Common Carrier Bureau determines in
writing (after any appeals to the Commission, which may be taken) that
SBC/Ameritech has failed to submit a Plan of Record that is in
substantial compliance with the requirements of this Paragraph by the
target date in any SBC/Ameritech State. Voluntary payments for all
SBC/Ameritech States shall not exceed total of \$100,000 per business
day for a failure to submit a Plan of Record that is in substantial
compliance with the requirements of this Paragraph. The pendency of
proceedings under this Subparagraph shall not delay the commencement of
Phase 2 after the target date for Phase 1.

b\. [Phase 2]{.underline} -- SBC/Ameritech shall work collaboratively
with CLECs, in a single series of workshop sessions (in multiple
locations, if necessary), to obtain written agreement on OSS interfaces,
enhancements, business requirements identified in the Plan of Record,
and a change management process, including a 12 month forward-looking
view of process changes and deployment schedule. The target date for
completion of Phase 2 is 30 days after the target date for completion of
Phase 1 if there is a written agreement, or 90 days after the target
date for completion of Phase 1 if Phase 2 issues are sent to an
arbitrator for resolution. Successful completion of Phase 2 is dependent
upon the full cooperation of all participants in consummating a written
agreement with SBC/Ameritech on the work to be done. The Chief of the
Common Carrier Bureau shall try to assist and encourage the parties to
reach a written agreement. If SBC/Ameritech and all of the CLECs
participating in the workshop reach a written agreement within 30 days
after the start of Phase 2, SBC/Ameritech shall file a copy of that
agreement with the Chief of the Common Carrier Bureau and proceed with
Phase 3. If SBC/Ameritech and all of the CLECs participating in the
workshop cannot reach a written agreement within 30 days after the start
of Phase 2, SBC/Ameritech shall and participating CLECs may notify the
Chief of the Common Carrier Bureau and submit a list of the remaining
unresolved issues in dispute, and SBC/Ameritech shall submit a plan for
development and deployment of uniform application-to-application and
graphical user interfaces for OSS that incorporates what was agreed upon
with the CLECs in the workshop sessions. The Chief of the Common Carrier
Bureau shall (a) direct SBC/Ameritech to implement SBC/Ameritech\'s plan
for development and deployment of uniform application-to-application and
graphical user interfaces for OSS in its entirety, (b) authorize
SBC/Ameritech and the CLEC(s) to submit the remaining unresolved issues
in dispute to consolidated binding arbitration, or (c) extend the
collaborative period to continue efforts to obtain a written agreement.
If SBC/Ameritech and all of the CLECs participating in the workshop do
not reach a written agreement in Phase 2, in no event shall work begin
in Phase 3 until (a) SBC/Ameritech is directed by the Chief of the
Common Carrier Bureau to implement the plan for development and
deployment of uniform application-to-application and graphical user
interfaces for OSS as proposed by SBC/Ameritech in its entirety, or (b)
SBC/Ameritech is directed by the Chief of the Common Carrier Bureau to
arbitrate the remaining unresolved issues in dispute and SBC/Ameritech
receives the arbitrator\'s decision. Any such consolidated binding
arbitration shall be conducted before an independent third-party
arbitrator nominated by SBC/Ameritech and approved by the Chief of the
Common Carrier Bureau, in consultation with subject matter experts
selected by the arbitrator from a list of 3 firms supplied by
SBC/Ameritech and approved by the Chief of the Common Carrier Bureau,
which may include Telcordia Technologies, and shall be conducted in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The Chief of the Common Carrier Bureau shall
direct the arbitrator that the arbitration will last no more than 60
days, unless the Chief extends that deadline. Each party to the
arbitration shall pay its own costs. SBC/Ameritech shall pay 50 percent
of the costs of the arbitrator and expert(s), and the CLECs that are
parties to the disputed issues shall pay 50 percent of the arbitrator
and expert costs.

c\. [Phase 3]{.underline} -- SBC/Ameritech shall develop and deploy,
using a phased-in approach, system interfaces, enhancements, and
business requirements consistent with the written agreement obtained in
Phase 2 or the arbitrator's decision in Phase 2.

\(1\) To the extent that SBC/Ameritech has completed negotiation of a
uniform change management process in accordance with Paragraph 32,
SBC/Ameritech shall follow that uniform change management process in
Phase 3. The target date for completion of Phase 3 is 18 months after
completion of Phase 2, with the exception of the SBC/Ameritech Service
Area within Connecticut where the target date shall be 24 months after
completion of Phase 2. The target dates in Phase 3 shall begin to run on
the date the plan for Phase 3 is finalized, which may be the date of
execution of the written agreement in Phase 2, the date on which the
Chief of the Common Carrier Bureau directs SBC/Ameritech in writing to
implement SBC/Ameritech's plan in its entirety, or the effective date of
a final decision by the arbitrator in Phase 2 resolving all outstanding
issues, whichever date is applicable. Within 3 business days after the
target date, SBC/Ameritech shall file a notice regarding its
satisfaction of this target with the Secretary of the Commission.

\(2\) If a CLEC contends that SBC/Ameritech has not developed and
deployed system interfaces, enhancements, and business requirements in
substantial compliance with the written agreement obtained in Phase 2,
or has not complied with the arbitrator's decision received in Phase 2,
it may notify the Chief of the Common Carrier Bureau and request
consolidated binding arbitration. Thereafter, the Chief of the Common
Carrier Bureau may require SBC/Ameritech and the CLEC(s) to submit to
consolidated binding arbitration, if the Chief of the Common Carrier
Bureau determines in writing that arbitration is appropriate and in the
public interest. Any such consolidated binding arbitration shall be
conducted before an independent third-party arbitrator nominated by
SBC/Ameritech and approved by the Chief of the Common Carrier Bureau, in
consultation with subject matter experts selected by the arbitrator from
a list of 3 firms supplied by SBC/Ameritech and approved by the Chief of
the Common Carrier Bureau, which may include Telcordia Technologies, and
shall be conducted in accordance with the Commercial Arbitration Rules
of the American Arbitration Association. The Chief of the Common Carrier
Bureau shall direct the arbitrator that the arbitration will last no
more than 60 days, unless the Chief extends that deadline. Each party to
the arbitration shall pay its own costs. SBC/Ameritech shall pay 50
percent of the costs of the arbitrator and expert(s), and the CLECs that
are parties to the disputed issues shall pay 50 percent of the
arbitrator and expert costs. If the arbitrator determines that
SBC/Ameritech has not developed and deployed system interfaces,
enhancements, and business requirements in substantial compliance with
the written agreement obtained in Phase 2, or has not complied with the
arbitrator's decision received in Phase 2, SBC/Ameritech shall pay up to
an amount of \$10,000 per business day per state in voluntary payments
to the U.S. Treasury, as determined by the arbitrator. Voluntary
payments shall not exceed a total of \$100,000 per business day for all
SBC/Ameritech States.

\(3\) Voluntary payments of up to \$10,000 per business day per state
shall be due only with respect to time periods during which
SBC/Ameritech is in non-compliance and that are one or more of the
following: (i) a period for which SBC/Ameritech acknowledges a failure
to meet the relevant target date; (ii) within the first 3 business days
after the relevant missed target date; or (iii) between the date on
which the arbitrator has issued a final decision that SBC/Ameritech is
in non-compliance and the date on which SBC/Ameritech files a notice
with the Chief of the Common Carrier Bureau that it has corrected that
non-compliance. In addition, if the arbitrator finds in writing that
SBC/Ameritech intentionally and willfully failed to comply with the
relevant requirement(s), and the Chief of the Common Carrier Bureau
concurs in writing with such a finding, SBC/Ameritech shall make an
additional payment of up to \$100,000, as determined by the arbitrator,
for each business day that SBC/Ameritech was not in compliance.
SBC/Ameritech shall have the right to appeal any such finding to the
Commission.

d\. Notwithstanding anything else in these Conditions, the total of all
voluntary payments relating to any or all milestones established under
this Paragraph shall not exceed \$20 million.

29\. For a period of 30 months after the Merger Closing Date,
SBC/Ameritech shall offer to develop in the SBC/Ameritech Service Area,
direct access to SBC's SORD system and to Ameritech's and SNET's
equivalent service order processing system for resold local services,
UNEs that meet the requirements of 47 U.S.C. § 251(c)(3), and UNEs or
UNE combinations that are required by this these conditions; provided,
however, that a CLEC requesting such direct access enters into a written
contract wherein SBC/Ameritech and the CLEC agree to (i) the precise
nature of the SORD (or the Ameritech or SNET equivalent service order
processing system) functions that shall be provided by SBC/Ameritech,
(ii) a timetable for deployment of direct access to such functions,
which shall not exceed 18 months from the date of execution of the
contract; and (iii) a timetable for delivery of training on how to use
such functions. If more than one CLEC requests direct access to the same
SORD (or Ameritech or SNET equivalent service order processing system)
function, each CLEC entering into a written contract to obtain such
direct access will pay its proportionate share of the costs associated
with developing direct access to such SORD (or the Ameritech or SNET
equivalent service order processing system) function based upon the
number of CLECs requesting direct access to the same function. If a CLEC
requests direct access to a SORD (or the Ameritech or SNET equivalent
service order processing system) function that has already been
developed for other CLECs, SBC/Ameritech shall provide that direct
access at no charge. SBC/Ameritech shall develop and pay for a training
package, and the CLEC shall pay for the costs of delivery of the
training.

30\. SBC/Ameritech shall offer to develop and deploy in the
SBC/Ameritech Service Area, in advance of industry standards,
enhancements to the existing EBI interface for OSS that support
maintenance/repair of resold local services, UNEs that meet the
requirements of 47 U.S.C. § 251(c)(3), and UNEs or UNE combinations that
are required by this Appendix; provided, however, that a
telecommunications carrier requesting such enhancements enters into a
written contract wherein (i) SBC/Ameritech and the requesting
telecommunications carrier agree to the precise nature of the
enhancement(s), and (ii) the requesting telecommunications carrier
agrees to pay SBC/Ameritech for the costs of development. This offer
shall be made available for a period of 30 months after the Merger
Closing Date. SBC/Ameritech shall develop and deploy the enhancements
contracted for within 12 months of an executed contract. In the case of
the SBC/Ameritech Service Area within the Ameritech States and
Connecticut, this interface shall be provided in conjunction with the
introduction of the EBI interface described in Paragraph 26 above, or
within 12 months of a completed contract, whichever is later. In the
event an enhancement to the existing EBI interface contracted for by a
telecommunications carrier becomes an industry standard, without any
changes or modifications, within 12 months of deployment by
SBC/Ameritech, SBC/Ameritech shall provide the telecommunications
carrier a refund of the money the telecommunications carrier has paid
SBC/Ameritech for the development and deployment of the enhancement.

31\. Within 30 months after the Merger Closing Date (assuming the
duration of Phase 2 described below is no longer than 30 days)
SBC/Ameritech shall develop jointly with CLECs, and deploy throughout
the SBC/Ameritech Service Areas, either (i) a software solution that
shall ensure that CLEC-submitted local service requests are consistent
with SBC/Ameritech's business rules, or (ii) uniform business rules for
completing CLEC local service requests, excluding those differences
caused by state regulatory requirements and product definitions.
Milestones applicable to the development and deployment of a software
solution or uniform business rules are as follows:

a\. [Phase 1]{.underline} -- SBC/Ameritech shall complete a publicly
available Plan of Record, which shall consist of an assessment of
SBC/Ameritech business rules and SBC/Ameritech\'s plan for developing
and deploying a software solution or uniform business rules. The target
date for completion of Phase 1 is 150 days after completion of Phase 2
of the development of both uniform application-to-application and
graphical user interfaces for OSS, as described in Paragraph 28. No
later than 3 business days after the target date, SBC/Ameritech shall
file a notice regarding its satisfaction of this target with the
Secretary of the Commission. SBC/Ameritech shall pay \$10,000 per
business day per state in voluntary payments to the U.S. Treasury if the
Chief of the Common Carrier Bureau determines in writing (after any
appeals to the Commission, which may be taken) that SBC/Ameritech has
failed to submit a Plan of Record that is in substantial compliance with
the requirements of this Paragraph by the target date in any
SBC/Ameritech State. Voluntary payments for all SBC/Ameritech States
shall not exceed total of \$100,000 per business day for a failure to
submit a Plan of Record that is in substantial compliance with the
requirements of this Paragraph by the target date. The pendency of
proceedings under this Subparagraph shall not delay the commencement of
Phase 2 after the target date for Phase 1.

b\. [Phase 2]{.underline} -- SBC/Ameritech shall work collaboratively
with the CLECs operating in the SBC/Ameritech Service Area, in a single
series of workshop sessions (in multiple locations, if necessary), to
obtain a written agreement on a software solution or business rule
changes identified in the Plan of Record, and a change management
process, including a 12 month forward-looking view of deployment. The
target date for completion of Phase 2 is 30 days after the target date
for completion of Phase 1 if there is a written agreement, or 90 days
after the target date for completion of Phase 1 if Phase 2 issues are
sent to an arbitrator for resolution. Successful completion of Phase 2
is dependent upon the full cooperation of all participants in
consummating a written agreement with SBC/Ameritech on the work to be
done. The Chief of the Common Carrier Bureau shall try to assist and
encourage the parties to reach a written agreement. If SBC/Ameritech and
all of the CLECs participating in the workshop reach a written
agreement, SBC/Ameritech shall file a copy of that agreement with the
Chief of the Common Carrier Bureau and proceed with Phase 3. If
SBC/Ameritech and all of the CLECs participating in the workshop cannot
reach a written agreement within 30 days after the start of Phase 2,
SBC/Ameritech shall and participating CLECs may notify the Chief of the
Common Carrier Bureau, and submit to the Chief of the Common Carrier
Bureau a list of the remaining unresolved issues in dispute, and
SBC/Ameritech shall submit to the Chief of the Common Carrier Bureau a
plan for development and deployment of either a software solution or
business rule changes that incorporates what was agreed upon with the
CLECs in the workshop sessions. The Chief of the Common Carrier Bureau
shall (a) direct SBC/Ameritech to implement SBC/Ameritech\'s plan for
development and deployment of either a software solution or uniform
business rules in its entirety, (b) authorize SBC/Ameritech and one or
more CLEC(s) to submit the remaining unresolved issues in dispute to
consolidated binding arbitration, or (c) extend the collaborative period
to continue efforts to obtain a written agreement. If SBC/Ameritech and
all of the CLECs participating in the workshop do not reach a written
agreement in Phase 2, in no event shall work begin in Phase 3 until
SBC/Ameritech is directed by the Chief of the Common Carrier Bureau to
implement the plan for development and deployment of either a software
solution or uniform business rules as proposed by SBC/Ameritech in its
entirety, or SBC/Ameritech is directed by the Chief of the Common
Carrier Bureau to arbitrate the remaining unresolved issues in dispute
and SBC/Ameritech receives the arbitrator\'s decision. Any such
consolidated binding arbitration shall be conducted before an
independent third-party arbitrator nominated by SBC/Ameritech and
approved by the Chief of the Common Carrier Bureau, in consultation with
subject matter experts selected by the arbitrator from a list of 3 firms
supplied by SBC/Ameritech and approved by the Chief of the Common
Carrier Bureau, which may include Telcordia Technologies, and shall be
conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. The Chief of the Common Carrier Bureau
shall direct the arbitrator that the arbitration will last no more than
60 days, unless the Chief extends that deadline. SBC/Ameritech shall pay
50 percent of the costs of the arbitrator and expert(s), and the CLECs
that are parties to the disputed issues shall pay 50 percent of the
arbitrator and expert costs.

c\. [Phase 3]{.underline} -- SBC/Ameritech shall develop and deploy,
using a phased-in approach, the software solution or business rule
changes agreed upon in Phase 2 or ordered by the arbitrator in Phase 2.

\(1\) To the extent that SBC/Ameritech has completed negotiation of a
uniform change management process in accordance with Paragraph 32,
SBC/Ameritech shall follow that uniform change management process in
Phase 3. The target date for completion of Phase 3 is 18 months after
completion of Phase 2. The target dates in Phase 3 shall begin to run on
the date the plan for Phase 3 is finalized, which may be the date of
execution of the written agreement in Phase 2, the date on which the
Chief of the Common Carrier Bureau directs SBC/Ameritech in writing to
implement SBC/Ameritech's plan in its entirety, or the effective date of
a final decision by the arbitrator in Phase 2 resolving all outstanding
issues, whichever date is applicable. Within 3 business days of the
target date, SBC/Ameritech shall file a notice regarding its
satisfaction of this target with the Secretary of the Commission.

\(2\) If a CLEC contends that SBC/Ameritech has not developed and
deployed the software solution or business rule changes in substantial
compliance with what was agreed upon in Phase 2 or ordered by the
arbitrator in Phase 2, it may notify the Chief of the Common Carrier
Bureau and request consolidated binding arbitration. Thereafter, the
Chief of the Common Carrier Bureau may require SBC/Ameritech and the
CLEC(s) to submit to consolidated binding arbitration, if the Chief of
the Common Carrier Bureau determines in writing that arbitration is
appropriate and in the public interest. Any such consolidated binding
arbitration shall be conducted before an independent third-party
arbitrator nominated by SBC/Ameritech and approved by the Chief of the
Common Carrier Bureau, in consultation with subject matter experts
selected by the arbitrator from a list of 3 firms supplied by
SBC/Ameritech and approved by the Chief of the Common Carrier Bureau,
which may include Telcordia Technologies, and shall be conducted in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The Chief of the Common Carrier Bureau shall
direct the arbitrator that the arbitration will last no more than 60
days, unless the Chief extends that deadline. Each party to the
arbitration shall pay its own costs. SBC/Ameritech shall pay 50 percent
of the costs of the arbitrator and expert(s), and the CLECs that are
parties to the disputed issues shall pay 50 percent of the arbitrator
and expert costs. If the arbitrator determines that SBC/Ameritech has
not developed and deployed the software solution or business rule
changes in substantial compliance with what was agreed upon in Phase 2
or ordered by the arbitrator in Phase 2, SBC/Ameritech shall pay up to
\$10,000 per business day per state in voluntary payments to the U.S.
Treasury, as determined by the Arbitrator. Voluntary payments shall not
exceed a total of \$100,000 per business day for all SBC/Ameritech
States.

\(3\) Voluntary payments of up to \$10,000 per business day per state
shall be due only with respect to time periods during which
SBC/Ameritech is in non-compliance and that are one or more of the
following: (i) a period for which SBC/Ameritech acknowledges a failure
to meet the relevant target date; (ii) within the first 3 business days
after the relevant missed target date; or (iii) between the date on
which the arbitrator has issued a final decision that SBC/Ameritech is
in non-compliance and the date on which SBC/Ameritech files a notice
with the Chief of the Common Carrier Bureau that it has corrected that
non-compliance. In addition, if the arbitrator finds in writing that
SBC/Ameritech intentionally and willfully failed to comply with the
relevant requirement(s), and the Chief of the Common Carrier Bureau
concurs in writing with such a finding, SBC/Ameritech shall make an
additional payment of up to \$100,000, as determined by the arbitrator,
for each business day that SBC/Ameritech was not in compliance.
SBC/Ameritech shall have the right to appeal any such finding to the
Commission.

d\. Notwithstanding anything else in these Conditions, the total of all
voluntary payments relating to any or all milestones established under
this Paragraph shall not exceed \$20 million.

32\. Within 30 days after the Merger Closing Date, SBC/Ameritech shall
begin to negotiate with interested CLECs a uniform change management
process for implementation in the SBC/Ameritech Service Area. Subject to
arbitration, the resulting change management process shall be developed
and offered to state commissions for their acceptance and approval,
within 12 months after the commencement of negotiations. SBC/Ameritech
shall implement those aspects of the uniform change management process
that are consistent with state commission rulings, agreed-to with the
CLEC participants, and feasible. For purposes of this Paragraph, "change
management process" means the documented process that SBC/Ameritech and
the CLECs follow to facilitate communication about OSS changes, new
interfaces and retirement of old interfaces, as well as the
implementation timeframes; which includes such provisions as a 12-month
developmental view, release announcements, comments and reply cycles,
joint testing processes and regularly scheduled change management
meetings. SBC/Ameritech shall offer to include in its interconnection
agreements with CLECs a commitment to follow the uniform change
management process agreed upon with interested CLECs. In the event that
CLECs doing business with SBC/Ameritech in different states are unable
to agree on certain components of a uniform change management process,
SBC/Ameritech shall implement those components of the uniform change
management process that are agreed-to with the CLEC participants where
feasible, and SBC/Ameritech shall notify the Chief of the Common Carrier
Bureau, and submit to the Chief of the Common Carrier Bureau
SBC/Ameritech's plan for a uniform change management process in its
entirety and a list of the components of the change management process
that are in dispute. The Chief of the Common Carrier Bureau shall (a)
direct SBC/Ameritech to implement SBC/Ameritech's proposed plan for a
uniform change management process in its entirety, or (b) authorize
SBC/Ameritech and one or more CLEC(s) to submit the remaining unresolved
issues in dispute to consolidated binding arbitration, or (c) extend the
collaborative period to continue efforts to obtain an agreement. CLEC(s)
shall have the right to submit the remaining unresolved issues in
dispute to consolidated binding arbitration if the Chief of the Common
Carrier Bureau determines in writing that arbitration is appropriate

and in the public interest. Any disputes between SBC/Ameritech and the
CLECs arising out of or relating to the negotiation of a uniform change
management control process shall be decided in a consolidated binding
arbitration by an independent third-party arbitrator nominated by
SBC/Ameritech and approved by the Chief of the Common Carrier Bureau, in
consultation with subject matter experts selected from a list of 3 firms
supplied by SBC/Ameritech and approved by the Chief of the Common
Carrier Bureau, which may include Telcordia Technologies, and in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The Chief of the Common Carrier Bureau shall
direct the arbitrator that the arbitration will last no more than 60
days, unless the Chief extends that deadline. SBC/Ameritech shall pay 50
percent of the costs of the arbitrator and expert(s), and the CLECs that
are parties to the disputed issues shall pay 50 percent of the
arbitrator and expert costs.

33\. Within the SBC/Ameritech Service Area, SBC/Ameritech shall provide
unaffiliated telecommunications carriers with access to the OSS
enhancements and additional interfaces required by Paragraphs 26, 27,
29,and 30 of these Conditions for not less than 36 months after they are
deployed.

34\. Payments made to the U.S. Treasury in connection with the above OSS
enhancements and additional interfaces shall not be reflected in the
revenue requirement of an SBC/Ameritech incumbent LEC.

**IX. Restructuring OSS Charges**

35\. SBC/Ameritech shall restructure its OSS charges by eliminating in
the SBC/Ameritech Service Area, on a going-forward basis, flat-rate
monthly charges for access to the Remote Access Facility and the
Information Services Call Center. The intent of this Paragraph is to
eliminate the flat-rate monthly charges (amounting to approximately
\$3600 per month per CLEC per state) that SBC charged CLECs prior to the
Merger Closing Date. For orders of 30 lines or less where SBC/Ameritech
does not make an electronic interface available to submit the order to
SBC/Ameritech, SBC/Ameritech also shall eliminate in the SBC/Ameritech
Service Area, on a going-forward basis, any manual processing charges
associated with processing such a manual order that are in excess of the
charges that apply for processing similar orders submitted
electronically. SBC/Ameritech shall eliminate any such charges, in the
SBC/Ameritech Service Area within all states where they are applied,
starting with the first billing cycle that begins after the Merger
Closing Date. This Paragraph does not limit SBC/Ameritech\'s right to
charge telecommunications carriers for the cost of processing service
orders received by electronic or non-electronic means, whether on an
electronic or non-electronic basis; to charge telecommunications
carriers for the cost of providing loop make-up information as described
in Paragraph 20, or to recover the costs of developing and providing OSS
to telecommunications carriers through the pricing of UNEs or resold
services, in accordance with applicable federal and state pricing
requirements.

**X. OSS Assistance to Small CLECs**

36\. Within the SBC/Ameritech Service Area, SBC/Ameritech shall adopt
measures for assisting Small CLECs in using SBC/Ameritech's OSS, as
follows:

a\. The term "Small CLEC" means any CLEC that, when combined with all of
the CLEC's affiliates, including its parents and subsidiaries, and the
CLEC's joint ventures that provide telecommunications services, has less
than \$300 million in total annual telecommunications revenues,
excluding revenues from wireless services, as reported to the Securities
and Exchange Commission or in other documents mutually agreeable to such
CLEC and SBC/Ameritech. The CLEC may certify its status as a Small CLEC
to SBC/Ameritech. Disputes relating to the status of an entity as a
Small CLEC may be resolved by the appropriate state commission(s).

b\. Within 30 days following the Merger Closing Date, SBC/Ameritech
shall designate and make available one or more teams of a sufficient
number of OSS experts dedicated and empowered to assist Small CLECs with
OSS issues, provided that such Small CLECs have contracted for OSS in
their interconnection agreements with SBC/Ameritech and have attended
any OSS training required by their interconnection agreements. Each team
shall be available to provide further training and assistance, not
including the provision of any telecommunications service, to such CLECs
at no additional cost for a minimum of 36 months following the
designation of the team. A Small CLEC may request reasonable changes,
expansion, and/or reduction in the composition of such a team. Within 60
days following the Merger Closing Date, SBC/Ameritech shall provide
notice of the availability of these teams to all Small CLECs
certificated and operating in the SBC/Ameritech Service Area.

c\. Within 90 days following the Merger Closing Date, SBC/Ameritech
shall identify and discuss in one or more CLEC forums training and
procedures that would be beneficial to Small CLECs operating in the
SBC/Ameritech Service Areas. Within 120 days following the Merger
Closing Date, SBC/Ameritech shall provide notice of such training and
procedures to all Small CLECs certificated and operating in the
SBC/Ameritech Service Area.

**XI. Collocation Compliance**

37\. In the SBC/Ameritech Service Area, SBC/Ameritech shall provide
collocation consistent with the Commission's First Report and Order in
CC Docket No. 98-147, FCC No. 99-48 (released March 31, 1999)
("[Collocation and Advanced Services Order]{.underline}").

38\. Prior to the Merger Closing Date, SBC and Ameritech shall, in each
of the SBC/Ameritech States, have filed a collocation tariff and/or
offered amendments containing standard terms and conditions for
collocation for inclusion in interconnection agreements under 47 U.S.C.
§ 252. Such tariffs and/or amendments shall contain all rates, terms,
and conditions necessary to bring SBC/Ameritech\'s provision of
collocation into compliance with the Commission\'s governing rules.

39\. Prior to the Merger Closing Date, Ameritech and SBC shall retain
one or more independent auditors acceptable to the Commission to perform
an examination engagement and issue an attestation report resulting in a
positive opinion (with exceptions noted) regarding whether the terms and
conditions offered in tariffs and amendments to interconnection
agreements, and the methods and procedures put in place by SBC and
Ameritech to implement those terms and conditions, comply with the
collocation requirements contained in the [Collocation and Advanced
Services Order]{.underline}. The engagement shall be supervised by
persons licensed to provide accounting services and shall be conducted
in accordance with the relevant standards of the American Institute of
Certified Public Accountants ("AICPA"). The attestation report shall be
in substantially the form provided as Attachment B and shall be filed
with the Secretary of the Commission, for the public record, no later
than 10 days after the Merger Closing Date. The Commission shall have
access to working papers and supporting materials of the independent
auditor, as provided below in Paragraph 40g.

40\. Prior to the Merger Closing Date, Ameritech and SBC shall propose
to the Chief of the Common Carrier Bureau an independent auditor to
perform an examination engagement and issue an attestation report
resulting in a positive opinion (with exceptions noted) regarding
SBC/Ameritech's compliance with the Commission's collocation
requirements, including but not limited to the [Collocation and Advanced
Services Order]{.underline}, for the first 240 days after the Merger
Closing Date. The audit required by this Paragraph shall be in lieu of
any other audit of SBC/Ameritech's compliance with the Commission's
collocation requirements during the first 12 months after the Merger
Closing Date that otherwise would be required under these Conditions.
The independent auditor shall be acceptable to the Chief of the Common
Carrier Bureau and shall not have been instrumental during the past 24
months in designing substantially all of the systems and processes under
review in the audit, viewed as a whole. The engagement shall be
supervised by persons licensed to provide accounting services and shall
be conducted in accordance with the relevant standards of the AICPA.
SBC/Ameritech shall engage the auditor within 15 days of the Bureau
Chief's written acceptance of the proposed auditor. The independent
auditor's report shall be prepared and submitted as follows:

a\. Not later than 60 days after the Merger Closing Date, the
independent auditor shall submit a preliminary audit program, including
the proposed scope of the audit and the extent of compliance and
substantive testing, to the Commission\'s Audit Staff (\"Audit Staff\").
The preliminary audit program shall be afforded confidential treatment
in accordance with the Commission's normal processes and procedures. The
independent auditor shall consult with the Audit Staff and SBC/Ameritech
regarding changes to the preliminary audit program, but Commission
approval of the requirements or changes thereto shall not be required.

b\. During the course of the audit, the independent auditor shall inform
the Audit Staff of any revisions to the audit program; notify the Audit
Staff of any meetings with SBC/Ameritech in which audit findings are
discussed; and consult with the Common Carrier Bureau regarding any
accounting or rule interpretations necessary to complete the audit. The
independent auditor shall notify SBC/Ameritech of any consultation with
the Common Carrier Bureau regarding accounting or rule interpretations.

c\. The independent auditor shall have access to books, records, and
operations of SBC/Ameritech and its affiliates that are under the
control of SBC/Ameritech and are necessary to fulfill the audit
requirements of this Section. The independent auditor shall notify
SBC/Ameritech's compliance officer of any inability to obtain such
access. The auditor shall notify the Audit Staff if access is not timely
provided after notification to the compliance officer.

d\. The independent auditor may verify SBC/Ameritech's compliance with
the collocation requirements through contacts with the Commission, state
commissions, or SBC/Ameritech's wholesale customers, as deemed
appropriate by the independent auditor.

e\. Not later than 10 months after the Merger Closing Date, the
independent auditor shall submit its final audit report to the
Commission's Audit Staff. A copy of the report shall be publicly filed
with the Secretary of the Commission.

f\. The independent auditor's report shall include a discussion of the
scope of the work conducted; a statement regarding SBC/Ameritech's
compliance or non-compliance with the Commission's collocation rules; a
statement regarding the sufficiency of SBC/Ameritech's methods,
procedures, and internal controls for compliance with the Commission's
collocation rules; and a description of any limitations imposed on the
auditor in the course of its review by SBC/Ameritech or other
circumstances that might affect the auditor's opinion.

g\. For 24 months following submission of the final audit report, the
Commission and state commissions in the SBC/Ameritech States shall have
access to the working papers and supporting materials of the independent
auditor at a location in Washington, D.C. that is selected by
SBC/Ameritech and the independent auditor. Copying of the working papers
and supporting materials by the Commission shall be allowed but shall be
limited to copies required for the Commission to verify compliance with
and enforce these Conditions. Any copies made by the Commission shall be
returned to SBC/Ameritech by the Commission. The Commission's review of
the working papers and supporting materials shall be kept confidential
pursuant to the Commission's rules and procedures. Prior to obtaining
access to the working papers and supporting materials for review, state
commissions shall enter into a protective agreement with the Chief of
the Common Carrier Bureau and SBC/Ameritech under which the state
commission's review, including any notes, shall be kept confidential.

41\. SBC/Ameritech will, for 36 months after the Merger Closing Date,
waive, credit or refund to telecommunications carriers 100 percent of
the total nonrecurring collocation costs for qualifying collocation
projects if SBC/Ameritech misses the collocation due date by more than
60 calendar days.

a\. The following business rules (based on Measurement Number 17 in
Attachment A-2a -- Percent Missed Collocation Due Dates from the
Performance Measurements) will be used for purposes of this Paragraph.
The rules apply to all requests for physical, virtual, adjacent
structure, and cageless collocation in a LATA where the requesting
telecommunications carrier has submitted no more than 5 collocation
requests to SBC/Ameritech in a LATA within a 30-day period that includes
the date of the request. Requests in excess of 5 collocation
arrangements per LATA will be included when the requesting
telecommunications carrier meets with SBC/Ameritech in advance of its
submission of the requests and negotiates a mutually agreeable
deployment schedule. If no such agreement is reached, this condition
shall apply to the first 5 requests received from the telecommunications
carrier for the LATA during the 30-day period.

b\. Unless otherwise mutually agreed, due dates for collocation requests
will be established by SBC/Ameritech, in compliance with the standard
collocation intervals included in the approved tariff or relevant
interconnection agreement existing as of the Merger Closing Date,
whichever governs the provision of collocation in the relevant state.
Due dates may be extended when mutually agreed to by SBC/Ameritech and
the telecommunications carrier, or by acts or God or force majeure
events or when such carrier fails to complete work items for which the
carrier is responsible in the allotted time frame. The extended due date
will be calculated by adding to the original due date the number of
calendar days that SBC/Ameritech and the telecommunications carrier
agree were attributable to Acts of God or force majeure events or that
the telecommunications carrier was late in performing said work items.
Work items include, but are not limited to, the telecommunications
carrier return to SBC/Ameritech of corrected and complete floor plan
drawings and placement of required components(s) by such carrier or its
vendor. If SBC/Ameritech and the carrier cannot agree on the extended
due date, this dispute will be submitted to the Chief of the Common
Carrier Bureau for resolution.

c\. A due date is considered met when SBC/Ameritech turns the space over
to the telecommunications carrier (for physical collocation), completes
installation of virtually collocated equipment (or provides notification
that the space is ready for installation where the carrier provides the
virtually collocated equipment), or, in the case of adjacent structure
collocation and cageless collocation where the carrier provides its own
bays, when SBC/Ameritech provides the requested interconnection and
power cabling to the collocation space.

**XII. Most-Favored-Nation Provisions for Out-of-Region and In-Region
Arrangements**

42\. [Out-of-Region Agreements.]{.underline} SBC/Ameritech shall make
available to telecommunications carriers in the SBC/Ameritech Service
Area any service arrangements that an incumbent LEC (not an
SBC/Ameritech incumbent LEC) develops for an SBC/Ameritech affiliate, at
the request of the SBC/Ameritech affiliate, where the SBC/Ameritech
affiliate operates as a new local telecommunications carrier.
Specifically, if the SBC/Ameritech out-of-territory entity described in
Paragraph 59 make a specific request for and obtain any interconnection
arrangement or UNE from an incumbent LEC that had not previously been
made available to any other telecommunications carrier by that incumbent
LEC, then SBC/Ameritech's incumbent LECs shall make available to
requesting telecommunications carriers in the SBC/Ameritech Service
Area, through good-faith negotiation, the same interconnection
arrangement or UNE on the same terms (exclusive of price). SBC/Ameritech
shall not be obligated to provide pursuant to this condition any
interconnection arrangement or UNE unless it is feasible to provide
given the technical, network and OSS attributes and limitations in, and
is consistent with the laws and regulatory requirements of, the state
for which the request is made. Disputes regarding the availability of an
interconnection arrangement or UNE shall be resolved pursuant to
negotiation between the parties or by the relevant state commission
under 47 U.S.C. § 252 to the extent applicable. The price(s) for such
interconnection arrangement or UNE shall be negotiated on a
state-specific basis and, if such negotiations do not result in
agreement, SBC/Ameritech's incumbent LEC shall submit the pricing
dispute(s), exclusive of the related terms and conditions required to be
provided under this Paragraph, to the applicable state commission for
resolution under 47 U.S.C. § 252 to the extent applicable. To assist
telecommunications carriers in exercising the options made available by
this Paragraph, SBC/Ameritech or the out-of-region entit(ies) described
in Paragraph 59 shall post on its Internet website all interconnection
agreements between the SBC/Ameritech out-of-territory entity and an
unaffiliated incumbent LEC.

43\. [In-Region Agreements]{.underline}. Subject to the conditions
specified in this Paragraph, SBC/Ameritech shall make available to any
requesting telecommunications carrier in the SBC/Ameritech Service Area
within any SBC/Ameritech State any interconnection arrangement or UNE in
the SBC/Ameritech Service Area within any other SBC/Ameritech State that
(1) was negotiated with a telecommunications carrier, pursuant to 47
U.S.C. § 252(a)(1), by an SBC/Ameritech incumbent LEC that at all times
during the interconnection agreement negotiations was an affiliate of
SBC and (2) has been made available under an agreement to which
SBC/Ameritech is a party. Terms, conditions, and prices contained in
tariffs cited in SBC/Ameritech's interconnection agreements shall not be
considered negotiated provisions. Exclusive of price and subject to the
conditions specified in this Paragraph, qualifying interconnection
arrangements or UNEs shall be made available to the same extent and
under the same rules that would apply to a request under 47 U.S.C.
§ 252(i), provided that the interconnection arrangements or UNEs shall
not be available beyond the last date that it is available in the
underlying agreement and that the requesting telecommunications carrier
accepts all reasonably related terms and conditions as determined in
part by the nature of the corresponding compromises between the parties
to the underlying interconnection agreement. The price(s) for such
interconnection arrangement or UNE shall be established on a
state-specific basis pursuant to 47 U.S.C. § 252 to the extent
applicable. Provided, however, that pending the resolution of any
negotiations, arbitrations, or cost proceedings regarding state-specific
pricing, SBC/Ameritech shall offer to enter into an agreement with the
requesting telecommunications carrier whereby the requesting
telecommunications carrier will pay, on an interim basis and subject to
true-up, the same prices established for the interconnection arrangement
or UNE in the negotiated agreement. This Paragraph shall not impose any
obligation on SBC/Ameritech to make available to a requesting
telecommunications carrier any terms for interconnection arrangements or
UNEs that incorporate a determination reached in an arbitration
conducted in the relevant state under 47 U.S.C. § 252, or the results of
negotiations with a state commission or telecommunications carrier
outside of the negotiation procedures of 47 U.S.C. § 252(a)(1). For
example, terms made available in Texas through SWBT's Proposed
Interconnection Agreement ("PIA") (filed with the Texas PUC on May 13,
1999) would not be available under this Paragraph. SBC/Ameritech shall
not be obligated to provide pursuant to this Paragraph any
interconnection arrangement or UNE unless it is feasible to provide
given the technical, network and OSS attributes and limitations in, and
is consistent with the laws and regulatory requirements of, the state
for which the request is made. Disputes regarding the availability of an
interconnection arrangement or UNE shall be resolved pursuant to
negotiation between the parties or by the relevant state commission
under 47 U.S.C. § 252 to the extent applicable.

**XIII. Multi-State Interconnection and Resale Agreements**

44\. Upon the request of a telecommunications carrier, SBC/Ameritech
shall negotiate in good faith an interconnection and/or resale agreement
covering the provision of interconnection arrangements, services, and/or
UNEs in the SBC/Ameritech Service Area in two or more SBC/Ameritech
States. Such a multi-state generic agreement may include a separate
contract with each SBC/Ameritech incumbent LEC. No later than 60 days
after the Merger Closing Date, SBC/Ameritech shall make available to any
requesting telecommunications carrier generic interconnection and resale
terms and conditions covering the SBC/Ameritech Service Area in all
SBC/Ameritech States. Pricing under a multi-state generic agreement
shall be established on a state-by-state basis and SBC/Ameritech shall
not be under any obligation to enter into any arrangement for a state
that is not technically feasible and lawful in that state. Any agreement
negotiated under this Section shall be subject to the state-specific
mediation, arbitration, and approval procedures of Section 252 of the
Communications Act. Approval of the agreement in one state shall not be
a precondition for implementation of the agreement in another state
where approval has been obtained.

**XIV. Carrier-to-Carrier Promotions: Unbundled Loop Discount**

45\. SBC/Ameritech shall offer the unbundled loop carrier-to-carrier
promotion described below in the SBC/Ameritech Service Area.
SBC/Ameritech shall implement this promotion by providing each
telecommunications carrier with which SBC/Ameritech has an
interconnection agreement in an SBC/Ameritech State, no later than 10
days after the Merger Closing Date, a written offer to amend each
telecommunications carrier's interconnection agreement in that state to
incorporate the promotion. For purposes of this Section, an offer
published on SBC/Ameritech's Internet website that can be accessed by
telecommunications carriers shall be considered a written offer.
SBC/Ameritech shall establish necessary internal processes and
procedures to ensure that SBC/Ameritech's wholesale business units are
responsive to telecommunications carriers' requests for the promotion.
SBC/Ameritech shall make its written offer in each state at the same
time to all telecommunications carriers with which it has existing
interconnection and/or resale agreements in that state. The agreement
amendments for all carriers in a state that accept SBC/Ameritech's
written offer within 10 business days after the initial offer shall be
filed at the same time for review and approval by the relevant state
commission.

46\. For an Offering Window period in the SBC/Ameritech Service Area,
SBC/Ameritech shall offer, to those telecommunications carriers that
have signed an effective interconnection agreement amendment,
promotional discounted prices on monthly recurring charges for unbundled
local loops used in the provision of local service to residential end
user customers that are ordered after the Merger Closing Date.
SBC/Ameritech may provide promotional discounts through credits,
true-ups, or other billing mechanisms, provided, however, that such
credits, true-ups or other mechanisms are applied within 60 days of the
initial billing for the service.

a\. The Offering Window period for the unbundled loop promotion for each
SBC and Ameritech State shall begin 30 days after the Merger Closing
Date and end at the latest of the following: (i) 24 months after
commencement of the Offering Window period; (ii) the first date on which
SBC/Ameritech is authorized to provide in-region, interLATA services in
the relevant state; or (iii) the first date on which SBC/Ameritech
provides facilities-based telephone exchange service to at least one
customer in each of 15 out-of-territory markets pursuant to Paragraph 59
of these Conditions. The Offering Window period may end earlier in a
state than provided in the preceding sentence if and when the maximum
number of unbundled loops has been reached in that state pursuant to
Subparagraph g of this Paragraph. During the Offering Window,
SBC/Ameritech shall respond to all telecommunications carrier inquiries
regarding the promotional discounted prices within 10 business days.

b\. SBC/Ameritech shall be under no obligation to provide an unbundled
local loop at a promotional discounted price unless the loop is ordered
during the Offering Window with a requested installation date of no
later than 30 days after the close of the Offering Window. Unbundled
loops ordered or in service prior to the start of the Offering Window,
or ordered after the end of the Offering Window, shall not be eligible
for a promotional discounted price.

c\. SBC/Ameritech shall be under no obligation to provide an unbundled
local loop at a promotional discounted price ordered before the Merger
Closing Date or outside the Promotional Period. For the purposes of this
Section, the Promotional Period shall be a period of 36 months from the
date a qualifying unbundled local loop is installed and operational, or
the period during which the loop remains in service at the same location
and for the same telecommunications carrier, whichever is shorter.

d\. The promotional discounted prices for unbundled analog local loops
used in the provision of residential telephone exchange service and the
promotional discount levels are shown in Attachment C. These promotional
discounted prices were calculated to be, on average for each state
except Ohio, 25 percent below the lowest applicable monthly recurring
price established for the same loop by the relevant state commission
pursuant to 47 U.S.C. § 252 as of August 27, 1999, assuming that the
number of unbundled loops to be provided in each geographic area will be
proportionate to the number of residential access lines in that
geographic area. For Ohio, the promotional discounted prices were
established at the same levels as approved by the Public Utilities
Commission of Ohio in its order approving the merger.

e\. Telecommunications carriers requesting unbundled local loops at a
promotional discounted price shall agree to abide by the following
conditions: (i) the loop shall be used to provide residential telephone
exchange service and shall not be used to provide any Advanced Services
as defined in Section I; (ii) the loop shall not be purchased or used as
part of a UNE Platform or in any other combination with SBC/Ameritech's
local switching or the functions and features associated with that
switching; and (iii) the loop shall be used in accordance with any other
binding conditions imposed under applicable agreements, judicial or
administrative decisions, or governing law. Telecommunications carriers
that obtain unbundled local loops at the promotional discounted prices
shall, on a quarterly basis, certify to SBC/Ameritech and the
appropriate state commission that they are using all unbundled local
loops provided at a promotional discounted price in accordance with
these Conditions. SBC/Ameritech shall have the right to hire, at its own
expense, an independent third-party auditor to perform all necessary
audits and inspections needed to assure that unbundled local loops
provided at a promotional discounted price are used in accordance with
conditions (i) and (ii), above. Telecommunications carriers that obtain
unbundled local loops at a promotional discounted price shall agree to
cooperate in the performance of such audits and inspections. Audit
information will be restricted to SBC/Ameritech regulatory, legal,
and/or wholesale personnel, and SBC/Ameritech will prohibit those
personnel from disclosing audit-related, customer-specific or
company-specific proprietary information to SBC/Ameritech retail
personnel.

f\. Any telecommunications carrier found by the appropriate state
commission to have violated the use conditions of Subparagraph e or that
fails to cooperate in an audit may be denied the promotional discounted
price on any unbundled local loop for which the use conditions or the
audit provisions are violated. In addition, any such telecommunications
carrier that intentionally and repeatedly violates the use conditions of
Subparagraph e may be denied the promotional discounted price on
unbundled local loops ordered or installed after the date of such a
finding by a state commission.

g\. The maximum number of unbundled local loops that SBC/Ameritech shall
be required to provide at a promotional discounted price in each state
shall be: Illinois -- 180,000; Indiana -- 62,000; Michigan -- 152,000;
Ohio -- 120,000; Wisconsin -- 64,000; California -- 479,000; Nevada --
10,000; Connecticut -- 68,000; Arkansas -- 30,000; Kansas -- 41,000;
Missouri -- 76,000; Oklahoma -- 51,000; Texas -- 275,000. In order to
provide CLECs with advance planning information, SBC/Ameritech shall
provide written or Internet notice to CLECs operating in the relevant
state when 50 percent and 80 percent of these maximum numbers are
reached in each SBC/Ameritech State. Unbundled local loops installed and
made operational at the promotional discounted price after the Merger
Closing Date shall be counted toward the maximum number, whether or not
they remain in service. The relevant state commission may allocate the
maximum number of unbundled local loops eligible for a promotional
discounted price in that state between two or more geographic areas
within the state.

**XV. Carrier-to-Carrier Promotions: Resale Discount**

47\. SBC/Ameritech shall offer the resale carrier-to-carrier promotion
described below in the SBC/Ameritech Service Area. SBC/Ameritech shall
implement this promotion by providing each telecommunications carrier
with which SBC/Ameritech has an interconnection agreement in an
SBC/Ameritech State, no later than 10 days after the Merger Closing
Date, a written offer to amend each telecommunications carrier's
interconnection agreement in that state to incorporate the resale
promotion. For purposes of this Section, an offer published on
SBC/Ameritech's Internet website that can be accessed by
telecommunications carriers shall be considered a written offer.
SBC/Ameritech shall establish necessary internal processes and
procedures to ensure that SBC/Ameritech's wholesale business units are
responsive to telecommunications carriers' requests for the resale
promotion. SBC/Ameritech shall make its written offer in each state at
the same time to all telecommunications carriers with which it has
existing interconnection and/or resale agreements in that state. The
agreement amendments for all carriers in a state that accept
SBC/Ameritech's written offer within 10 business days after the initial
offer shall be filed at the same time for review and approval by the
relevant state commission.

48\. For the Offering Window period defined in Paragraph 49,
SBC/Ameritech shall offer in the SBC/Ameritech Service Area to those
telecommunications carriers that have signed an effective
interconnection agreement amendment, promotional resale discounts on
telecommunications services that SBC/Ameritech provides at retail to
subscribers who are not telecommunications carriers, where such services
are resold to residential end user customers. The Offering Window period
may end earlier in a state than provided in the preceding sentence if
and when the maximum number of unbundled loops has been reached in that
state pursuant to Paragraph 49. For purposes of this Paragraph, the term
"telecommunications service" shall have the same meaning as in 47 U.S.C
§ 251(c)(4). SBC/Ameritech may provide promotional discounts through
credits, true-ups, or other billing mechanisms, provided, however, that
such credits, true-ups or other mechanisms are applied within 60 days of
the initial billing for the service.

a\. SBC/Ameritech shall be under no obligation to provide a service for
resale at a promotional resale discount unless the underlying resold
line is ordered after the Merger Closing Date and during the Offering
Window with a requested installation date of no later than 30 days after
the close of the Offering Window for the particular state. Resold
services (such as Call Waiting) provided over a resold customer line
that was ordered or in service prior to the Offering Window, or placed
in service more than 30 days after the end of the Offering Window, shall
not be eligible for a promotional resale discount. Resold services (such
as Call Waiting) added to a resold line that qualifies for the
promotional resale discounts shall be eligible for the promotional
resale discounts for the duration of the Promotional Period regardless
of whether such resold services were added after the end of the Offering
Window.

b\. SBC/Ameritech shall be under no obligation to provide a service for
resale at a promotional resale discount outside the Promotional Period.
For the purposes of this Subparagraph, the Promotional Period shall be a
period of 36 months from the date a qualifying resold service is
installed and operational, or the period during which the resold service
remains in service at the same location and for the same
telecommunications carrier, whichever is shorter.

c\. The promotional resale discount rate for services resold to
residential customers shall be 32 percent from the retail rate until the
latest of: (i) 24 months after commencement of the Offering Window
period; (ii) the first date on which SBC/Ameritech is authorized to
provide in-region, interLATA services in the relevant state; or (iii)
the first date on which SBC/Ameritech provides facilities-based
telephone exchange service to at least 3 customers in each of 15
out-of-territory markets pursuant to Paragraph 59c(2) of these
Conditions. Thereafter, for the remaining duration of any Promotional
Period, the promotional resale discount rate for service resold to
residential customers shall be 1.1 times the standard wholesale discount
rate established for the service by the relevant state commission
pursuant to 47 U.S.C. § 252(d)(3) (e.g., if the standard wholesale
discount rate in a state is 20 percent, then the promotional resale
discount rate would be 22 percent). Upon the termination of the initial
32 percent promotional resale discount rate, this discount rate shall
apply automatically to all services eligible for a promotional resale
discount, including those services that initially were provided under
the 32 percent promotional resale discount. The promotional resale
discounts shall apply to all resold services provided over a qualifying
resold line; i.e., on a single resold line telecommunications carriers
may not "pick and choose" between the promotional resale discounts and
the standard resale discounts that apply in a state.

49\. The Offering Window for the Promotional Resale Discounts in each
state shall begin 30 days after the Merger Closing Date and end for that
state at the earlier of the following: (i) 36 months after commencement
of the Offering Window period; or (ii) the month following the date when
the sum of resold lines in service in a state at the Promotional Resale
Discounts plus the quantity of Promotional End-to-End UNE Combinations
in service in the state reaches the maximum allowable quantity by state
set forth below for each state: Illinois -- 302,000; Indiana -- 104,000;
Michigan -- 252,000; Ohio -- 200,000; Wisconsin -- 102,000; California
-- 799,000; Nevada -- 17,000; Connecticut -- 114,000; Arkansas --
49,000; Kansas -- 68,000; Missouri -- 127,000; Oklahoma -- 84,000; and
Texas -- 458,000. In order to provide CLECs with advance planning
information, SBC/Ameritech shall provide written or electronic notice to
CLECs operating in the relevant state when 50 percent and 80 percent of
these termination numbers are reached in each SBC/Ameritech State. If
the Offering Window in a state ends for the Resale promotions in that
state because the maximum allowable quantity listed in this Paragraph
has been exceeded in that state, SBC/Ameritech shall file notice with
the Secretary of the Commission, the relevant state commission and the
CLECs operating in that state, within 3 business days after terminating
the Offering Window for the availability of promotional resale discounts
in the state.

**XVI. Carrier-to-Carrier Promotions: UNE Platform**

50\. SBC/Ameritech shall offer the UNE platform promotion described
below in the SBC/Ameritech Service Area. SBC/Ameritech shall implement
the UNE platform promotion by providing each telecommunications carrier
with which SBC/Ameritech has an interconnection agreement in an
SBC/Ameritech State, no later than 10 days after the Merger Closing
Date, a written offer to amend each telecommunications carrier's
interconnection agreement in that state to incorporate the promotion.
For purposes of this Section, an offer published on SBC/Ameritech's
Internet website that can be accessed by telecommunications carriers
shall be considered a written offer. SBC/Ameritech shall establish
necessary internal processes and procedures to ensure that
SBC/Ameritech's wholesale business units are responsive to
telecommunications carriers' requests for the UNE platform promotion.
SBC/Ameritech shall make its written offer in each state at the same
time to all telecommunications carriers with which it has existing
interconnection and/or resale agreements in that state. The agreement
amendments for all carriers in a state that accept SBC/Ameritech's
written offer within 10 business days after the initial offer shall be
filed at the same time for review and approval by the relevant state
commission.

51\. For the Offering Window period defined in Paragraph 52,
SBC/Ameritech shall offer in the SBC/Ameritech Service Area to those
telecommunications carriers that have signed an effective
interconnection agreement amendment, promotional, end-to-end
combinations of UNEs (the "promotional UNE platform") to enable the
telecommunications carriers to provide residential POTS service and
residential Basic Rate Interface ISDN service. The promotional UNE
platform may be used to provide exchange access services in combination
with these services. For purposes of this Paragraph, the promotional UNE
platform is a combination of all network elements used to provide
residential POTS service and residential Basic Rate Interface ISDN
service and available under 47 C.F.R. § 51.319, as in effect on January
24, 1999.

a\. SBC/Ameritech shall be under no obligation under this condition to
provide the promotional UNE platform unless the promotional UNE platform
is ordered after the Merger Closing Date and during the Offering Window
with a requested installation date of no later than 30 days after the
close of the Offering Window. SBC/Ameritech shall not be obligated under
the terms of those conditions to provide UNE platforms that are ordered
before or after the Offering Window.

b\. SBC/Ameritech shall be under no obligation under this condition to
provide the promotional UNE platform outside the Promotional Period. For
the purposes of this Subparagraph, the Promotional Period shall be a
period of 36 months from the date a promotional UNE platform is
installed and operational, or the period during which the promotional
UNE platform remains in service at the same location and for the same
telecommunications carrier, whichever is shorter.

c\. The price for the promotional UNE platform shall be negotiated or
established by the appropriate state commission in accordance with the
pricing rules that apply to UNEs pursuant to 47 U.S.C. § 252(d)(1). The
promotional UNE platform shall not be available in combination with
unbundled loops obtained under any other promotion, including the
Promotional Discounts on unbundled local loops described in Section XIV.

d\. Telecommunications carriers requesting the promotional UNE platform
shall agree to abide by the following conditions: (i) the network
elements shall be used to provide residential local telephone exchange
service; and (ii) the network elements shall be used in accordance with
any other binding conditions imposed under applicable agreements,
judicial or administrative decisions, or governing law.
Telecommunications carriers that obtain the promotional UNE platform
shall, on a quarterly basis, certify to SBC/Ameritech and the
appropriate state commission that they are using these network elements
in accordance with the above conditions. SBC/Ameritech shall have the
right to hire, at its own expense, an independent third-party auditor to
perform all necessary audits and inspections needed to assure that
network elements provided as part of the promotional UNE platform are
used to provide residential telephone exchange service.
Telecommunications carriers that obtain the promotional UNE platform
shall agree to cooperate in the performance of such audits and
inspections. Audit information will be restricted to SBC/Ameritech
regulatory, legal, and/or wholesale personnel, and SBC/Ameritech will
prohibit those personnel from disclosing audit-related,
customer-specific or company-specific proprietary information to
SBC/Ameritech retail personnel.

e\. Any telecommunications carrier found by the appropriate state
commission to have violated the use conditions of Subparagraph d or that
fails to cooperate in an audit may be denied a promotional UNE platform
as to which the use conditions or the audit provisions are violated. In
addition, any such telecommunications carrier that intentionally and
repeatedly violates the use conditions of Subparagraph d may be denied
the promotional UNE platform for UNE platforms installed after the date
of such a finding by a state commission.

52\. The Offering Window for Promotional End-to-End UNE Combinations in
each state shall begin 30 days after the Merger Closing Date and end for
that state at the earlier of the following: (i) 36 months after
commencement of the Offering Window period; or (ii) the month following
the date when the sum of resold lines in service in a state at the
Promotional Resale Discounts plus the quantity of Promotional End-to-End
UNE Combinations in service in the state reaches the maximum allowable
quantity by state set forth below for each state: Illinois -- 302,000;
Indiana -- 104,000; Michigan -- 252,000; Ohio -- 200,000; Wisconsin --
102,000; California -- 799,000; Nevada -- 17,000; Connecticut --
114,000; Arkansas -- 49,000; Kansas -- 68,000; Missouri -- 127,000;
Oklahoma -- 84,000; and Texas -- 458,000. In order to provide
telecommunications carriers with advance planning information,
SBC/Ameritech shall provide written or Internet notice to
telecommunications carriers operating in the relevant state when 50
percent and 80 percent of these termination numbers are reached in each
of the SBC/Ameritech States. If the Offering Window in a state ends for
the UNE Combinations promotions in that state because the maximum
allowable quantity listed in this Paragraph has been exceeded in that
state, SBC/Ameritech shall file notice with the Secretary of the
Commission, the relevant state commission and the telecommunications
carriers operating in that state, within 3 business days after
terminating the Offering Window for the availability of promotional
end-to-end UNE combinations in the state.

**XVII. Offering of UNEs**

53\. SBC/Ameritech shall continue to make available to
telecommunications carriers, in the SBC/Ameritech Service Area within
each of the SBC/Ameritech States, such UNEs or combinations of UNEs that
were made available in the state under SBC's or Ameritech's local
interconnection agreements as in effect on January 24, 1999, under the
same terms and conditions that such UNEs or combinations of UNEs were
made available on January 24, 1999, until the earlier of (i) the date
the Commission issues a final order in its UNE remand proceeding in CC
Docket No. 96-98 finding that the UNE or combination of UNEs is not
required to be provided by SBC/Ameritech in the relevant geographic
area, or (ii) the date of a final, non-appealable judicial decision
providing that the UNE or combination of UNEs is not required to be
provided by SBC/Ameritech in the relevant geographic area. This
Paragraph shall become null and void and impose no further obligation on
SBC/Ameritech after the effective date of a final and non-appealable
Commission order in the UNE remand proceeding.

**XVIII. Alternative Dispute Resolution through Mediation**

54\. In the SBC/Ameritech Service Area within each SBC/Ameritech State,
SBC/Ameritech shall implement, subject to the appropriate state
commission's approval and participation, an alternative dispute
resolution ("ADR") mediation process to resolve carrier-to-carrier
disputes regarding the provision of local services, including disputes
related to existing and effective interconnection agreements, as
described in Attachment D. Participation in the ADR mediation process
established by this Section is voluntary for both telecommunications
carriers and state commissions. The process is not intended and shall
not be used as a substitute for resolving disputes regarding the
negotiation of interconnection agreements under Sections 251 and 252 of
the Communications Act, or for resolving any disputes under Section 332
of the Communications Act. The ADR mediation process shall be utilized
to resolve local interconnection agreement disputes between
SBC/Ameritech and unaffiliated telecommunications carriers at the
unaffiliated telecommunications carrier's request.

**XIX. Shared Transport in Ameritech States**

55\. No later than the Merger Closing Date, SBC/Ameritech shall in the
SBC/Ameritech Service Area within the Ameritech States, file tariffs
and/or offer amendments containing standard terms and conditions for
inclusion in interconnection agreements under 47 U.S.C. § 252, to make
available to customers of SBC/Ameritech's unbundled local switching,
subject to state approval, the function of shared transport (as defined
in the Third Order on Reconsideration and Further Notice of Proposed
Rulemaking, [Implementation of the Local Competition Provisions in the
Telecommunications Act of 1996]{.underline}, 12 FCC Rcd 12460 (1997)),
on an interim basis as follows. Interim shared transport shall be
available in the SBC/Ameritech Service Area within the Ameritech States
until the earlier of (i) implementation of the shared transport
arrangements described in Paragraph 56 in the relevant geographic area,
or (ii) such time, if any, that the Commission enters a final and
non-appealable order finding that either local switching or transport is
not a UNE nationally or in the relevant geographic area.

a\. SBC/Ameritech shall not require use of dedicated transport or
customized routing to complete all calls using local switching and
shared transport. SBC/Ameritech shall make available a modified version
of transiting that does not require a dedicated end office integration
("EOI") transit trunk. SBC/Ameritech shall withdraw Ameritech's proposal
for the Commission to establish a separate transit service rate to be
charged in conjunction with shared transport (as described in
Ameritech's March 25, 1999, [ex parte]{.underline} filing in CC Docket
No. 96-98).

b\. Where an end user customer served by a telecommunications carrier
using SBC/Ameritech's shared transport facilities makes or receives an
intraLATA or interLATA call carried by an interexchange carrier,
SBC/Ameritech shall collect its relevant access charges from the
interexchange carrier. Based upon originating and terminating usage
factors, SBC/Ameritech shall then make payment to (or receive payment
from) the telecommunications carrier based on the difference between the
access charges and the applicable charges for the UNEs used by the
telecommunications carrier to provide the access service.

c\. SBC/Ameritech may charge a telecommunications carrier using
SBC/Ameritech's local switching and shared transport facilities to
originate traffic for the telecommunications carrier's usage of local
switching and a usage-sensitive shared transport rate. The shared
transport rate shall be based upon a blend of direct and tandem-routed
traffic and either local switch usage at the terminating SBC/Ameritech
end office or transiting and applicable termination charges for traffic
to a non-SBC/Ameritech end office. SBC/Ameritech shall not charge a
telecommunications carrier using SBC/Ameritech's local switching for
usage at the terminating switch to which the telecommunications
carrier's traffic is delivered by shared transport facilities.
SBC/Ameritech shall not be required to create message records for
terminating usage under these Conditions.

d\. SBC/Ameritech shall offer to include in its approved interconnection
agreements for the Ameritech States a retroactive true-up provision that
would become effective upon a state commission's final and unappealable
decision modifying either SBC/Ameritech's proposed access charge
settlement methodology or SBC/Ameritech's proposed shared transport
rate. SBC/Ameritech shall not be required under this Subparagraph to
provide a retroactive true-up for any period prior to the effective date
of the tariffs or amendments filed or offered under this Paragraph.

56\. Within 12 months of the Merger Closing Date (but subject to state
commission approval and the terms of any future Commission orders
regarding the obligation to provide unbundled local switching and shared
transport), SBC/Ameritech shall offer shared transport in the
SBC/Ameritech Service Area within the Ameritech States under terms and
conditions, other than rate structure and price, that are substantially
similar to (or more favorable than) the most favorable terms
SBC/Ameritech offers to telecommunications carriers in Texas as of
August 27, 1999. Subject to state commission approval and the terms of
any future Commission orders regarding the obligation to provide
unbundled local switching and shared transport, SBC/Ameritech shall
continue to make this offer, at a minimum, until the earlier of (i) the
date the Commission issues a final order in its UNE remand proceeding in
CC Docket No. 96-98 finding that shared transport is not required to be
provided by SBC/Ameritech in the relevant geographic area, or (ii) the
date of a final, non-appealable judicial decision providing that shared
transport is not required to be provided by SBC/Ameritech in the
relevant geographic area.

**XX. Access to Cabling in Multi-Unit Properties**

57\. SBC/Ameritech shall, subject to any required state approvals, offer
to conduct a trial with one or more interested, unaffiliated CLECs in
each of five large cities within the SBC/Ameritech Service Area to
identify the procedures and associated costs required to provide CLECs
with access to cabling within Multi-Dwelling Unit premises ("MDUs") and
multi-tenant premises housing small businesses ("MTUs"), where
SBC/Ameritech controls the cables. The trials shall be conducted in
accordance with the following terms:

a\. In each city, the trial shall include buildings that contain, in the
aggregate, at least 1,000 residential dwelling units.

b\. In at least one city, the trial shall include at least one "campus"
of garden apartment dwelling units.

c\. In at least one city, the trial shall include at least one MTU.

d\. The trials shall provide the CLECs with access at a single point of
interface to the cabling that SBC/Ameritech controls. Recabling and
reconfiguration required by this Section shall be priced at actual cost.
Administrative costs associated with recabling and reconfiguration shall
be priced at cost in accordance with the pricing rules applicable to
UNEs under 47 U.S.C. § 251(d)(2). Disputes regarding the costs incurred
and the allocation of such costs among participants in the trials shall
be resolved by the Chief of the Common Carrier Bureau.

e\. If requested by a CLEC, the first trial shall begin no later than
180 days after the Merger Closing Date. The trials shall be fully
deployed within 12 months after the Merger Closing Date. Each trial
shall be conducted for a period not greater than 12 months.

f\. SBC/Ameritech shall select trial locations and develop a trial plan
with input from its CLEC customers. SBC/Ameritech shall negotiate, upon
a CLEC's request, regarding access to those buildings used in a trial
after the conclusion of that trial. Disputes regarding selection of
trial locations shall be resolved by the Chief of the Common Carrier
Bureau.

g\. Taking into account the results of the trials, SBC/Ameritech will
negotiate in good faith with CLECs to develop, as an additional
alternative to the Minimum Point of Entry in Paragraph 58 where the
property owner(s) or some other party(ies) accepts full responsibility
for installing and maintaining all cabling on the customer side of the
Minimum Point of Entry, tariffs and/or interconnection agreement
amendments that will facilitate single points of interconnection to
cabling controlled by SBC/Ameritech in MDUs/MTUs on a going-forward
basis.

58\. In the SBC/Ameritech Service Area SBC/Ameritech shall, subject to
any required state approvals and consistent with any relevant state laws
or regulations, install new cables in a manner that will provide
telecommunications carriers a single point of interface, as provided in
this Paragraph. SBC/Ameritech shall only be required pursuant to this
Paragraph to provide a single point of interface where the property
owner(s) or some other party(ies) accepts full responsibility for
installing and maintaining all cabling on the customer side of the
single point of interface. Nothing in this Paragraph shall restrict
property owners' rights to control access to their buildings or
property. Access from the public right-of-way to the single point of
interface is the responsibility of each telecommunications carrier. The
provisions of this Paragraph apply only to cable installations for which
engineering work is begun after the Merger Closing Date.

a\. When SBC/Ameritech is hired to install new cables in a newly
constructed or retrofitted single-building MDU or campus of garden
apartment dwelling units or a newly constructed or retrofitted
multi-tenant business premises that the property owner(s) or some other
party(ies) will own and maintain, SBC/Ameritech shall provide the
property owner written notice that SBC/Ameritech will, unless the
property owner objects, install and provide the new cables in a manner
that will permit telecommunications carriers a single point of interface
at a Minimum Point of Entry if the property owner(s) or some other
party(ies) accepts full responsibility for installing and maintaining
all cabling on the customer side of the single point of interface.
Provided, however, that there may be multiple points of entry where the
landlord requests diversity.

b\. Where SBC/Ameritech (1) would, absent the terms of this
Subparagraph, own the new cables in a newly constructed or retrofitted
single-building MDU or campus of garden apartment dwelling units or a
newly constructed or retrofitted multi-tenant business premises, and (2)
has the right to do so without the consent of any other party,
SBC/Ameritech shall install and provide cables to such multi-unit
properties in a manner that will permit telecommunications carriers a
single point of interface at a Minimum Point of Entry if the property
owner(s) or some other party(ies) accepts full responsibility for
installing and maintaining all cabling on the customer side of the
Minimum Point of Entry. Provided, however, that there may be multiple
points of entry where the property owner or other party requests
diversity.

c\. Where SBC/Ameritech (1) would, absent the terms of this
Subparagraph, own the new cables in a newly constructed or retrofitted
single-building MDU or campus of garden apartment dwelling units or a
newly constructed or retrofitted multi-tenant business premises, but (2)
needs the consent of the property owner or another party to install and
provide cables to such multi-unit properties in a manner that will
permit telecommunications carriers a single point of interface at a
minimum point of entry, SBC/Ameritech shall provide written notice to
the property owner or other party that SBC/Ameritech will, unless the
other party objects, install and provide new cables to such multi-unit
properties in a manner that will permit telecommunications carriers a
single point of interface at a Minimum Point of Entry if the property
owner(s) or some other party(ies) accepts full responsibility for
installing and maintaining all cabling on the customer side of the
Minimum Point of Entry. Provided, however, that there may be multiple
points of entry where the other party requests diversity.

**FOSTERING OUT-OF-REGION COMPETITION**

# XXI. Out-of-Territory Competitive Entry (National-Local Strategy)

#  59. SBC/Ameritech entities (including SBC/Ameritech and one or more entities in which SBC/Ameritech owns an equity interest, or the equivalent thereof, of more than 50 percent) shall offer local services in out-of-territory markets as described in this Paragraph. The SBC/Ameritech entities offering local service in out-of-territory markets shall be referred to as the "SBC/Ameritech Out-of-Territory Entities".

a\. The SBC/Ameritech Out-of-Territory Entities shall provide local
service, as described in Subparagraph c of this Section, in 30 markets
in which SBC/Ameritech currently does not operate as an incumbent LEC
(the "out-of-territory markets"), which may include markets in states
currently served by SBC/Ameritech's incumbent LECs. One or more
SBC/Ameritech Out-of-Territory Entity(ies) may be used to satisfy the
requirements contained in this Section for each of the 30 markets. Each
of the 30 markets shall be chosen from the 50 out-of-territory markets
listed in Attachment E and shall consist of the area defined by the
Office of Management and Budget, as of June 30, 1998, as the Primary
Metropolitan Statistical Area of the market (the "PMSA").

b\. The initial deployment deadlines for the 30 markets shall be as
follows:

(1) In the Boston, Miami, and Seattle markets, 12 months after the
Merger Closing Date.

\(2\) For 12 additional out-of-territory markets (chosen by
SBC/Ameritech at its sole discretion from the markets listed in
Attachment E), 18 months after the Merger Closing Date.

\(3\) For the remaining 15 out-of-territory markets (chosen by
SBC/Ameritech at its sole discretion from the markets listed in
Attachment E), the later of: (i) 30 months after the Merger Closing
Date, or (ii) 60 days after the date upon which SBC/Ameritech first
holds valid authorization to provide originating voice and data
interLATA services to at least 60 percent of all access lines (as
reported under the Commission's Part 43 rules) served by SBC/Ameritech's
incumbent LECs (including SNET).

c. SBC/Ameritech shall have fulfilled all requirements of this Section
if, for each of the 30 out-of-territory markets, an SBC/Ameritech
Out-of-Territory Entity meets each of the following service requirements
for each of the 30 markets:

\(1\) No later than the initial deployment deadline for the market, an
SBC/Ameritech Out-of-Territory Entity shall install a local telephone
exchange switch or otherwise obtain local telephone exchange switching
capability from a party other than the incumbent LEC in that market. A
switch used by an affiliate (as defined in 47 U.S.C. § 153(1)) of
SBC/Ameritech to provide cellular or PCS service in an out-of-territory
market shall not satisfy this requirement.

\(2\) No later than the initial deployment deadline for the market, an
SBC/Ameritech Out-of-Territory Entity shall provide facilities-based
local exchange service to each of 3 unaffiliated customers in that
market, who may be business and/or non-employee residential customers.
For purposes of this Section, "facilities-based service" shall mean
service provided by an SBC/Ameritech Out-of-Territory Entity utilizing
its own switch or utilizing switching capability from a party other than
the incumbent LEC or SBC/Ameritech's cellular or PCS affiliate in that
market. For purposes of enforcing this provision under Subparagraph d of
this Paragraph and the Communications Act, service to each of the 3
required customers shall be a separate requirement and separate act or
failure to act.

\(3\) No later than 12 months after the initial deployment deadline for
the market, an SBC/Ameritech Out-of-Territory Entity shall have
collocated facilities (using physical, virtual, or other types of
collocation) in at least 10 wire centers in that market that can be used
to provide facilities-based service to customers served by those wire
centers. For purposes of enforcing this provision under Subparagraph d
of this Paragraph and the Communications Act, collocation in each of the
10 wire centers in the 30 markets shall be a separate requirement and
separate act or failure to act.

\(4\) No later than 12 months after the initial deployment deadline for
the market, an SBC/Ameritech Out-of-Territory Entity shall offer
facilities-based local exchange service to all business and residential
customers served by the 10 wire centers in that market where
SBC/Ameritech is required to be collocated. For purposes of enforcing
this provision under Subparagraph d of this Paragraph and the
Communications Act, service in each of the 10 required wire centers
shall be a separate requirement and separate act or failure to act.

\(5\) No later than 12 months after the initial deployment deadline for
the market, an SBC/Ameritech Out-of-Territory Entity shall offer local
exchange service to all business customers and all residential customers
throughout the areas in that market that are, as of 12 months after the
initial deployment deadline for the market, within (i) the local service
area of the incumbent RBOC (other than SBC/Ameritech) located within the
PMSA of the market, or (ii) the incumbent service area of a Tier 1
incumbent LEC (other than SBC/Ameritech) serving at least 10 percent of
the access lines in the PMSA. The SBC/Ameritech Out-of-Territory
Entities may provide service under this Paragraph using any means chosen
by an SBC/Ameritech Out-of-Territory Entity at its sole discretion,
except that an SBC/Ameritech Out-of-Territory Entity shall offer
facilities-based local exchange service to all business and residential
customers serviced by the 10 wire centers in the market where
SBC/Ameritech has collocated under the requirements of Subparagraph c(4)
above. For purposes of enforcing the provisions of this Subparagraph
c(5) under Subparagraph d of this Paragraph and the Communications Act,
an SBC/Ameritech Out-of-Territory Entity shall offer service to all
business customers and to all residential customers in each sixth of the
wire centers in the required service area that are not already required
to be served under Subparagraph c(4), using any means chosen by
SBC/Ameritech at its sole discretion. For example, if a required market
area includes 34 wire centers, and an SBC/Ameritech Out-of-Territory
Entity has collocated in 10 of those wire centers and offered
facilities-based service to customers served by those 10 wire centers in
accordance with Subparagraph c(4), SBC/Ameritech's failure to offer
service to all business customers in up to 4 of any of the remaining 24
wire centers (i.e., up to one-sixth) would constitute a single violation
of this Subparagraph. If an SBC/Ameritech Out-of-Territory Entity failed
to offer either business or residential service in at least 5 but no
more than 8 wire centers in this market, there would be 4 separate
violations of the requirements of this Subparagraph (i.e., two-sixths
for both business and residential customers).

d\. Not later than 3 business days after a deadline set forth in
Subparagraph c, SBC/Ameritech shall file a notice regarding its
satisfaction of the relevant requirements with the Secretary of the
Commission. If an SBC/Ameritech Out-of-Territory Entity fails to satisfy
any of the 36 separate requirements for each out-of-territory market on
or before the deadline set forth in Subparagraph c, SBC/Ameritech shall
make a one-time contribution of \$1.1 million (up to a total
contribution of \$39.6 million per market and \$1.118 billion if an
SBC/Ameritech Out-of-Territory Entity fails to satisfy all 36
requirements in all 30 markets) to a fund to provide telecommunications
services to underserved areas, groups, or persons. Any such fund shall
be established and managed by the state (including the District of
Columbia) public utilities commission(s) having jurisdiction over the
relevant market(s), if said state commission(s) accept such role. Where
required by state law, payment shall be made to another fund or entity
required by state law. Where a market includes territory in more than
one state, any contribution shall be apportioned to each affected state
in proportion to the percentage of all access lines within the PMSA that
are within that state. Payments made under this Subparagraph for a
failure to satisfy any of the 36 entry requirements shall constitute
full satisfaction of the relevant entry requirement. SBC/Ameritech's
payments under this Subparagraph shall not be reflected in the revenue
requirement of an SBC/Ameritech incumbent LEC. Disputes regarding
SBC/Ameritech's satisfaction of the deadlines set forth in Subparagraph
c shall be resolved by the Chief of the Common Carrier Bureau, whose
decision shall be appealable to the Commission.

e\. At the request of an SBC/Ameritech Out-of-Territory Entity, a
deadline established by this Section for an entry requirement may be
extended by the Commission for a particular out-of-territory market for
a period equal to any period during which satisfaction of the relevant
requirement in the relevant market was rendered impossible or infeasible
by a force majeure event or Act of God. In the event that an
SBC/Ameritech Out-of-Territory Entity seeks an extension of time under
this Subparagraph, SBC/Ameritech shall file with the Commission, on or
before the relevant deadline, a verified statement of the specific
grounds on which the extension is requested and SBC/Ameritech's proposed
extension schedule. SBC/Ameritech's filing shall constitute compliance
with the relevant deadline pending Commission resolution of
SBC/Ameritech's request.

**IMPROVING RESIDENTIAL PHONE SERVICE**

**XXII. InterLATA Services Pricing**

60. SBC/Ameritech shall not institute mandatory, minimum monthly or
flat-rate charges on interLATA calls. Specifically, subject to any
applicable state regulatory requirements, SBC/Ameritech and its
affiliates shall not charge wireline residential consumers a minimum
monthly or minimum flat rate charge on interLATA long distance service
similar to the charge that is currently assessed by some interexchange
carriers (e.g., the \$3 monthly charge assessed by AT&T).

a\. SBC/Ameritech and its affiliates shall not charge a minimum monthly
or minimum flat rate charge (as described in this Paragraph) on
interLATA services provided to any in-region or out-of-region wireline
residential customer within the United States.

b. This Section shall become effective on the first day after the Merger
Closing Date on which SBC/Ameritech either provides interLATA services
originating in any SBC/Ameritech Service Area pursuant to 47 U.S.C.
§ 271(d)(3), or provides telephone exchange service to residential
customers in an out-of-territory market pursuant to the local service
commitments set forth in Paragraph 59 of these Conditions. This Section
shall terminate on the later of (i) 36 months after its effective date,
or (ii) 36 months after the first date on which SBC/Ameritech provides
telephone exchange service to residential customers in at least 15
out-of-territory markets pursuant to the local service commitments set
forth in Paragraph 59 of these Conditions.

c\. This Section shall not prohibit SBC/Ameritech or any of its
affiliates from passing through to its customers any fees, charges, or
taxes (including taxes on SBC/Ameritech's own charges) imposed or
authorized by a federal, state, or other governmental entity and imposed
on SBC/Ameritech or any of its affiliates as a result of its provision
of interLATA services to its customer. Nor shall this Section prohibit
SBC/Ameritech from offering customers an optional, voluntary interLATA
services pricing plan that includes a minimum monthly or minimum
flat-rate charge, or a pre-paid calling card.

**XXIII. Enhanced Lifeline Plans**

61\. Not later than 30 days after the Merger Closing Date, SBC/Ameritech
shall offer by letter to the appropriate state commission in the SBC and
Ameritech States (except Ohio) to file a tariff for an enhanced Lifeline
plan in the SBC/Ameritech Service Area within that state. SBC/Ameritech
may fulfill this requirement in a state by either (i) proposing a new,
stand-alone Lifeline plan that meets the requirements of this Paragraph,
or (ii) proposing to provide additional discounts and/or other
enhancements to an existing Lifeline plan in a state which, when
combined with the Lifeline benefits provided by the existing plan, meet
the requirements of this Paragraph. No state shall be required to accept
the enhanced Lifeline plan that will be offered by SBC/Ameritech. Copies
of SBC/Ameritech's written offers shall be filed with the Secretary of
the Commission. Consistent with applicable state law, the terms and
conditions offered by SBC/Ameritech shall be comparable to the terms and
conditions of the Ohio Universal Service Assistance ("USA") Lifeline
plan set forth in Ameritech Ohio's Alternative Regulation Plan, as in
effect on the Merger Closing Date, in the areas of subscriber
eligibility, discounts, and eligible services. ([See]{.underline}
Opinion and Order, [Application of the Ohio Bell Tel. Co. for Approval
of an Alternative Form of Regulation]{.underline}, Case No.
93-487-TP-ALT, 1994 Ohio PUC LEXIS 956 \[Nov. 23, 1994\].) Specifically,
with respect to discounts, SBC/Ameritech will provide a discount equal
to the price of basic residential measured rate service (i.e., access to
the network not including any local usage) in each state; provided,
however, that the maximum discount to be provided (including all
applicable Federal, state and Company contributions) shall not exceed
\$10.20 per month. For example, if the current Lifeline discount in a
state is \$8.00 per month, SBC/Ameritech will increase that discount by
a maximum of \$2.20 per month for those Lifeline customers that meet all
of the qualifications in this Paragraph. This Paragraph is not intended
to supersede or eliminate state or federal funding for existing Lifeline
programs. Where, for a particular state, SBC/Ameritech does not offer a
basic measured rate service that does not include any local usage, to
determine the amount of the discount, SBC/Ameritech will determine an
estimated price for such a service as a percentage (based on underlying
costs) of the most basic service that is offered. If the state
commission indicates its acceptance of SBC/Ameritech's offer within 12
months of SBC/Ameritech's written offer, SBC/Ameritech shall file a
tariff to implement its offer within 60 days of such acceptance. Subject
to the requirements of state and federal law, SBC/Ameritech shall
maintain its enhanced Lifeline plan in effect in a state for no less
than 36 months following the effective date of the initial tariff
required by this Section. In Ohio, SBC/Ameritech shall offer, at the
state commission's option, to extend Ameritech Ohio's USA Lifeline plan
until January 6, 2003. SBC/Ameritech shall offer to provide such
enhanced Lifeline plans with the following operational characteristics:

a\. [Past-Due Bills]{.underline}. Enhanced Lifeline plan customers with
past-due bills for local service charges will be offered payment
arrangements for such local service charges with an initial payment not
to exceed \$25.00 before service is installed and with the balance to be
paid in 6 equal monthly payments. Enhanced Lifeline plan customers with
past-due bills for toll service charges will be required to have toll
restriction service until such past-due toll service charges have been
paid.

b\. [Deposits]{.underline}. New enhanced Lifeline plan customers will
not be required to pay a deposit to obtain local service. SBC/Ameritech
may request a deposit for toll service unless the customer elects toll
restriction service.

c\. [Verification of Eligibility]{.underline}. SBC/Ameritech will
provide prospective enhanced Lifeline plan customers with a written form
that will permit the customer to self-verify eligibility through
participation in one or more of the qualifying programs. SBC/Ameritech
will have the right to audit any such self-verifications and to refuse
enhanced Lifeline service to any customer that is not a current
participant in one of the eligible programs. SBC/Ameritech will provide
quantities of such written forms to state agencies administering
qualifying programs so that these agencies, if they choose, can make
these forms available to their clients.

d\. [On-Line Verification of Eligibility.]{.underline} SBC/Ameritech
will negotiate in good faith with appropriate state agencies
administering qualifying programs to acquire on-line access to the
agencies' electronic databases for the purpose of accessing the
information necessary to verify a customer's participation in an
eligible program. Where such on-line access can be negotiated on
reasonable terms and conditions that permit SBC/Ameritech to access such
information efficiently, SBC/Ameritech will provide on-line verification
of eligibility for a customer claiming (during a discussion with an
SBC/Ameritech service representative) to be a current participant in one
of the eligible programs.

e\. [Publicity]{.underline}. SBC/Ameritech will agree to spend no less
than an annual promotional budget to make potential customers aware of
the enhanced Lifeline plan or other programs that benefit low income
consumers. The annual promotional budget for each state is calculated to
be proportionate (based on the relative number of residence access lines
that SBC/Ameritech has in service in each state) to the \$122,000 annual
promotional budget established as part of the USA Lifeline Plan in Ohio.
The annual promotional budget, by state, will be: Arkansas -- \$30,000;
California -- \$488,000; Connecticut -- \$68,000; Illinois -- \$184,000;
Indiana -- \$64,000; Kansas -- \$39,000; Michigan -- \$154,000; Missouri
-- \$78,000; Nevada --\$12,000; Oklahoma -- \$50,000; Texas --
\$270,000; Wisconsin -- \$62,000.

f\. [Toll-Free Number for Lifeline Inquiries]{.underline}. SBC/Ameritech
will provide a toll-free telephone number (e.g., an 800 number) for
current and potential enhanced Lifeline plan customers to call for
subscribing to, or otherwise requesting information or assistance about,
the enhanced Lifeline plan.

g\. [Toll-Free Fax Line for Receiving Lifeline
Documentation]{.underline}. SBC/Ameritech will provide a toll-free fax
line for current and potential enhanced Lifeline plan customers to
submit documentation associated with the enhanced Lifeline plan.

h\. [Lifeline Message on Voice Response Units ("VRUs")]{.underline}.
Where SBC/Ameritech utilizes a VRU to answer customer calls into a
service center, SBC/Ameritech will, where it is technically possible to
do so, include information about the enhanced Lifeline plan on the VRU
menu after the customer indicates an interest in obtaining new service.

i\. [Upgrading Current Lifeline Customers]{.underline}. Where a state
that already has a Lifeline plan determines to offer the enhanced
Lifeline plan described in this Paragraph, and where the enhanced
Lifeline plan offers a larger discount and in all other respects no
worse terms and conditions to an existing Lifeline customer,
SBC/Ameritech shall switch qualifying customers (i.e., customers who
have provided SBC/Ameritech with sufficient verification that they
participate in a qualifying program) to the enhanced Lifeline plan
within 180 days of implementing the enhanced Lifeline plan.

**XXIV. Additional Service Quality Reporting**

62\. Beginning no later than 90 days after the Merger Closing Date for
the SBC/Ameritech Service Area in all SBC/Ameritech States except
California and Nevada, and beginning no later than 180 days after the
Merger Closing Date for the SBC/Ameritech Service Area in California and
Nevada, SBC/Ameritech shall file with the Reporting Management Staff of
the Commission for the public record, on a quarterly (i.e.,
January-March, April-June, etc.) basis, state-by-state service quality
reports in accordance with the retail service quality reporting
recommendations of the NARUC Technology Policy Subgroup "Service Quality
White Paper" adopted November 11, 1998. Answer time performance may be
reported on a multi-state basis in accordance with the consolidated
handling of some calls by SBC/Ameritech call centers. Each such
quarterly report shall be filed no later than 50 days after the end of
the quarter covered by the report. The first report filed for each state
shall cover the most recent quarter that ended at least 50 days prior to
the date the report is due. Categories of reporting for retail services
include installation and maintenance, switch outages, transmission
facility outages, service quality-related complaints, and answer time
performance. Reports shall be filed for a period of 36 months following
the date of SBC/Ameritech's first report for that state. A copy of each
report for a state shall be included on an SBC/Ameritech Internet
website or provided to the relevant state commission.

63\. SBC/Ameritech shall continue to report on a quarterly basis ARMIS
local service quality data required by the Commission separately for
each of its operating companies. SBC/Ameritech shall provide service
quality data in accordance with Table 1 of ARMIS Report No. 43-05 on a
quarterly basis. The service quality data required by this Paragraph
shall be included on an SBC/Ameritech Internet website or made available
to state commissions in the SBC/Ameritech States.

**XXV. NRIC Participation**

64\. SBC/Ameritech shall continue to participate in the Network
Reliability and Interoperability Council ("NRIC"), or a successor
organization, if any.

**ENSURING COMPLIANCE WITH\
AND ENFORCEMENT OF THESE CONDITIONS**

**XXVI. Compliance Program**

65\. SBC/Ameritech shall establish a Compliance Program as follows:

a\. SBC/Ameritech shall appoint a corporate officer to oversee
SBC/Ameritech's implementation of, and compliance with, these
Conditions; to monitor SBC/Ameritech's compliance program and progress
toward meeting the deadlines specified herein; to provide periodic
reports regarding SBC/Ameritech's compliance as required by these
Conditions; to ensure that payments due under these Conditions are
timely made; and to consult with the Chief of the Common Carrier Bureau
and other appropriate individuals as the Chief deems necessary on an
ongoing basis regarding SBC/Ameritech's compliance with these
Conditions. The corporate compliance officer shall provide copies of all
notices SBC/Ameritech provides to the Commission or a state commission
to the independent auditor required under Paragraph 66 and shall consult
with the independent auditor regarding SBC/Ameritech's progress in
meeting the deadlines and milestones specified in these Conditions. The
audit committee of SBC/Ameritech's Board of Directors shall oversee the
corporate compliance officer's fulfillment of these responsibilities.
The requirements of this Subparagraph shall remain in effect until all
other Conditions of this Appendix have expired.

b\. Not later than 60 days after the Merger Closing Date, SBC/Ameritech
shall submit to the Audit Staff for review and comment a plan for
compliance with these Conditions. The compliance plan shall be afforded
confidential treatment in accordance with the Commission's normal
processes and procedures. A letter providing notice of the filing shall
be filed the same day with the Secretary of the Commission for the
public record.

c\. Following the Merger Closing Date, SBC/Ameritech shall submit to the
Audit Staff and file for the public record (except for materials for
which confidential treatment is requested) an annual compliance report
detailing SBC/Ameritech's compliance with these Conditions during the
preceding calendar year. This annual compliance report shall be
submitted no later than March 15 (or the first business day thereafter)
of the calendar year following the year covered by the report. A report
shall be filed for each calendar year in which SBC/Ameritech is subject
to obligations under other Sections of these Conditions. The annual
compliance report shall address SBC/Ameritech's compliance with these
Conditions and the sufficiency of SBC/Ameritech's internal controls for
complying, shall include a discussion of the efficiencies realized as a
result of the merger, and shall be prepared in a format substantially
similar, in relevant respects, to the format of the independent
auditor's section of the audit report described in Subparagraph 66f,
below.

**XXVII. Independent Auditor**

66\. SBC/Ameritech shall, at its own expense, annually engage an
independent auditor to conduct an examination engagement resulting in a
positive opinion (with exceptions noted) regarding SBC/Ameritech's
compliance with all these Conditions and the sufficiency of
SBC/Ameritech's internal controls designed to ensure compliance with
such Conditions, except as noted in Paragraph 67, below. SBC and
Ameritech shall jointly engage an independent auditor for this purpose
prior to the Merger Closing Date. The engagement shall be supervised by
persons licensed to provide public accounting services and shall be
conducted in accordance with the relevant standards of the AICPA. The
independent auditor shall be acceptable to the Chief of the Common
Carrier Bureau and shall not have been instrumental during the past 24
months in designing all or substantially all of the systems and
processes under review in the audit, viewed as a whole. An independent
auditor's report shall be filed for each calendar year in which
SBC/Ameritech is subject to obligations under other Sections of this
Appendix, provided that no report shall be due if that report would
cover a portion of a calendar year that is less than 60 days. In that
event, the period of less than 60 days shall be audited in the report
covering the subsequent calendar year, if any. The independent auditor's
report (which may consist of multiple reports) shall be prepared and
submitted as follows.

a\. Not later than 45 days after the Merger Closing Date, the
independent auditor shall submit a preliminary audit program, including
the proposed scope of the audit and the extent of compliance and
substantive testing, to the Audit Staff. The preliminary audit program
shall be afforded confidential treatment in accordance with the
Commission's normal processes and procedures. The independent auditor
shall consult with the Audit Staff and SBC/Ameritech regarding changes
to the preliminary audit program, but Commission approval shall not be
required.

b\. During the course of the audit, the independent auditor shall inform
the Audit Staff of any revisions to the audit program; notify the Audit
Staff of any meetings with SBC/Ameritech in which audit findings are
discussed; and consult with the Common Carrier Bureau regarding any
accounting or rule interpretations necessary to complete the audit. The
independent auditor shall notify SBC/Ameritech of any consultation with
the Common Carrier Bureau regarding accounting or rule interpretations.

c\. The independent auditor shall have access to books, records, and
operations of SBC/Ameritech and its affiliates that are under the
control of SBC/Ameritech and are necessary to fulfill the audit
requirements of this Section. The independent auditor shall notify
SBC/Ameritech's compliance officer of any inability to obtain such
access. The auditor may notify the Audit Staff if access is not timely
provided after notification to the compliance officer.

d\. The independent auditor may verify SBC/Ameritech's compliance with
these Conditions through contacts with the Commission, state
commissions, or SBC/Ameritech's wholesale customers, as appropriate.

e\. The independent auditor may consult with SBC/Ameritech's corporate
compliance officer concerning matters that arise during the course of
the year regarding these Conditions. If necessary after such
consultation, the independent auditor may notify the Audit Staff of
these matters. No later than September 1 (or the first business day
thereafter) of the year following the calendar year covered by the
audit, the independent auditor shall submit its final audit report for
the preceding year to the Audit Staff. The independent auditor's report
shall be made publicly available.

f\. The independent auditor's report(s) shall include a discussion of
the scope of the work conducted; a statement regarding SBC/Ameritech's
compliance or non-compliance with these Conditions; a statement
regarding the sufficiency of SBC/Ameritech's internal controls for
complying with these Conditions; a statement regarding the accuracy of
SBC/Ameritech's annual compliance report for the year covered by the
audit; a statement regarding the timeliness and accuracy of the notices
provided to the Commission or its staff pursuant to specific
notification requirements of these Conditions; a statement regarding the
accuracy and completeness of the performance data provided to
telecommunications carriers and regulators under these Conditions; and a
description of any limitations imposed on the auditor in the course of
its review by SBC/Ameritech or other circumstances that might affect the
auditor's opinion.

g\. For 24 months following submission of the final audit report, the
Commission and state commissions in the SBC/Ameritech States shall have
access to the working papers and supporting materials of the independent
auditor at a location in Washington, D.C. that is selected by
SBC/Ameritech and the independent auditor. Copying of the working papers
and supporting materials by the Commission shall be allowed but shall be
limited to copies required for the Commission to verify compliance with
and enforce these Conditions. Any copies made by the Commission shall be
returned to SBC/Ameritech by the Commission. The Commission's review of
the working papers and supporting materials shall be kept confidential
pursuant to the Commission's rules and procedures. Prior to obtaining
access to the working papers and supporting materials, state commissions
shall enter into a protective agreement with the Chief of the Common
Carrier Bureau and SBC/Ameritech under which the state commission's
review, including any notes, shall be kept confidential.

h\. Not later than 60 days following submission of the final audit
report, SBC/Ameritech and the Audit Staff shall meet and confer
regarding changes to the detailed audit program for the subsequent
year's audit.

67\. SBC/Ameritech shall, at its own expense and under the same
retention timetable set out in Paragraph 66, annually engage an
independent auditor to perform an agreed-upon procedures engagement
regarding compliance with the separate Advanced Services affiliate
requirements of Section I of these Conditions. The independent auditor
shall be acceptable to the Chief of the Common Carrier Bureau and shall
not have been instrumental during the preceding 24 months in designing
all or substantially all of the systems and processes under review in
the audit, viewed as a whole. The independent audit shall be supervised
by persons licensed to provide accounting services and shall be
conducted in accordance with the relevant standards of the AICPA. For
purposes of the engagement required by this Subparagraph, the Commission
and SBC/Ameritech shall be the only specified users; the Chief of the
Common Carrier Bureau and SBC/Ameritech must both consent to the audit
methods and procedures to be used; and the independent auditor must
accept those methods and procedures. In the event such mutual consent
cannot be obtained, an independent third-party panel of auditors will be
selected by SBC/Ameritech and the Chief of the Common Carrier Bureau to
arbitrate any dispute. An independent auditor's report shall be filed
for each calendar year in which SBC/Ameritech is subject to separate
affiliate obligations under Section I, provided that no report shall be
due if that report would cover a portion of a calendar year that is less
than 60 days. In that event, the period of less than 60 days shall be
audited in the report covering the subsequent calendar year, if any. The
independent auditor's report shall be prepared and submitted as
described in Subparagraphs 66b-h, above, provided that SBC/Ameritech and
the Chief of the Common Carrier Bureau, working with the independent
auditor selected by SBC/Ameritech, shall make good-faith efforts to
determine the procedures to be used in the engagement no later than 90
days after the Merger Closing Date. In determining the procedures to be
used, SBC/Ameritech and the Chief of the Common Carrier Bureau shall
give due consideration to the procedures established for biennial audits
under 47 U.S.C. § 272(d).

**XXVIII. Enforcement**

68\. The specific enforcement mechanisms established by these Conditions
do not abrogate, supersede, limit, or otherwise replace the Commission's
powers under the Communications Act. Performance or non-performance of
these Conditions by SBC/Ameritech does not in itself constitute
compliance or non-compliance with any federal, state, or local law or
regulation, except SBC/Ameritech's obligation to perform these
Conditions. The payments for non-performance specifically required by
these Conditions, to which SBC/Ameritech has voluntarily agreed, are
payments in the public interest and are not penalties, forfeitures or
fines.

69\. If the Commission makes a determination that SBC/Ameritech has
during the effective period of a Condition failed to comply with that
Condition, the Commission may, at its discretion, extend the effective
period of that Condition for a period that does not exceed the period
during which SBC/Ameritech failed to comply with the Condition. If the
failure to comply that causes the Commission to extend a Condition also
has had the effect of denying a person or entity access to a facility or
service or the intended benefit required to be provided under another of
these Conditions, the Commission may, in its discretion, extend the
period during which SBC/Ameritech is required to comply with the other
Condition for a period that does not exceed the period during which
access to the facility or service or intended benefit was unavailable.

70\. SBC/Ameritech shall be strictly obligated to make the payments for
non-performance specifically required by these Conditions, and no
showing of a willful violation shall be necessary in order to enforce
such payments. SBC/Ameritech shall not be liable for any payments,
however, if the Commission grants a waiver request filed by
SBC/Ameritech in which SBC/Ameritech will have the burden of proof to
demonstrate that the failure to meet a condition was caused by a force
majeure event or an Act of God.

71\. Except as otherwise provided in these Conditions, SBC/Ameritech
shall make payments due under these Conditions within 10 business days
of a determination by SBC/Ameritech's compliance officer, the
Commission, or an arbitrator, that payment is due. If the Commission or
a state commission has not taken an action to designate or administer a
fund that is required in order for SBC/Ameritech to make a payment
required under these Conditions, SBC/Ameritech shall make its payment
into an interest bearing escrow account pending such action. If
SBC/Ameritech's obligation to make a payment is disputed by
SBC/Ameritech, SBC/Ameritech shall make the disputed payment into an
interest bearing escrow account within 10 business days of the date the
payment was due. Within 10 business days of making a payment of a
disputed amount into escrow, SBC/Ameritech shall file with the
Commission a verified statement of the grounds on which payment is not
required. Subject to rights of rehearing and appeal, the escrowed
payments (including any accrued interest) shall be returned to
SBC/Ameritech or paid to the appropriate fund in accordance with the
final and non-appealable Commission or judicial order resolving the
dispute.

72\. The Commission may in its discretion, upon a request and showing of
SBC/Ameritech, grant extensions of deadlines established by these
Conditions.

73\. SBC/Ameritech shall not be excused from its obligations under these
federal Conditions on the basis that a state commission lacks
jurisdiction under state law to perform an act specified or required by
these Conditions (e.g., review and approve interconnection agreement
amendments, or determine if telecommunications providers violate
requirements associated with the promotional discounts).

**XXIX. Sunset**

74\. Except where other termination dates are specifically established
herein, all Conditions set out in this Appendix, except for the
Conditions requiring SBC/Ameritech to provide Advanced Services through
one or more separate affiliates, as set out in Section I, shall cease to
be effective and shall no longer bind SBC/Ameritech in any respect 36
months after the Merger Closing Date, unless the Commission orders that
a Condition or Conditions be extended for noncompliance reasons in
accordance with Paragraph 69 above. The Conditions requiring
SBC/Ameritech to provide Advanced Services through one or more separate
affiliates, as set out in Section I, shall cease to be effective and
shall no longer bind SBC/Ameritech in any respect after the events and
under the terms stated in Paragraph 12 above. Unless specifically stated
otherwise, it is intended that each of the Conditions will generate 36
months of benefit. Since some of the Conditions will not become
effective or operational until sometime after the Merger Closing Date,
such conditions will remain in effect (as specified) longer than 36
months after the Merger Closing Date.

**XXX. Effect of Conditions**

75\. The various offerings and initiatives contained in these
Conditions, including but not limited to the carrier-to-carrier
promotions, OSS requirements, and performance monitoring conditions, may
substantially duplicate requirements imposed in connection with the
merger under state law. These Conditions shall supplement, but shall not
be cumulative of, substantially related conditions imposed under state
law. Where both these Conditions and conditions imposed in connection
with the merger under state law grant parties similar rights against
SBC/Ameritech, affected parties shall not have a right to invoke the
relevant terms of these Conditions in a given state if they have invoked
a substantially related condition imposed on the merger under state law.
For example, telecommunications carriers requesting unbundled local
loops for residential service under promotional terms offered pursuant
to state approval of the merger would not also be able to invoke the
promotional discounts on unbundled loops required by these Conditions.
Furthermore, any unbundled local loops provided by SBC/Ameritech for
residential service under a substantially similar merger-related state
commission imposed promotion in a given state would be deducted from the
number of unbundled local loops required to be provided in that state
under Section XIV of these Conditions. This Section shall not limit the
Commission's powers to enforce these Conditions or the reporting
requirements of SBC/Ameritech under these Conditions.

76\. When considering a request by SBC/Ameritech for in-region,
interLATA authority under 47 U.S.C. § 271, the Commission -- in view of
the public interest benefits inherent in compliance with the
requirements of 47 U.S.C. § 271(d)(3) -- shall not consider the possible
expiration of any of the above Conditions per the terms of this Appendix
to be a factor that would render the requested authorization
inconsistent with the public interest, convenience, and necessity.

**ATTACHMENT A**

# 

# [CARRIER INTERCONNECTION PERFORMANCE PLAN]{.underline}

1\. SBC/Ameritech shall provide the Commission with performance
measurement results, on a monthly basis in an Excel spreadsheet format,
demonstrating SBC/Ameritech's monthly performance provided to the
aggregate of all CLECs in the SBC/Ameritech Service Area within each of
the 13 SBC/Ameritech States, as compared to SBC/Ameritech's retail
performance (where applicable) or as compared to a benchmark.
SBC/Ameritech shall also provide the Commission, state commissions in
the SBC/Ameritech States, and CLECs with access to SBC/Ameritech's
Internet website, where these parties can obtain performance measurement
results demonstrating SBC/Ameritech's monthly performance provided to
the aggregate of all CLECs, as compared to SBC/Ameritech's retail
performance (where applicable). SBC/Ameritech shall also provide the
CLECs with access to SBC/Ameritech's Internet website where a CLEC can
obtain performance measurement results demonstrating SBC/Ameritech's
monthly performance provided to that same CLEC on an individual basis.
All such CLEC-specific data shall be made available, subject to
protective agreements, to the Commission on SBC/Ameritech's Internet
website, and will be made available for review, subject to protective
agreements, by state commissions in the SBC/Ameritech States.

2.  SBC/Ameritech's implementation of the Plan does not limit either the
    Commission's or the states' authority regarding performance
    monitoring, in the context of applications for in-region, interLATA
    relief under 47 U.S.C. § 271 or otherwise.

3\. The performance measurements, benchmarks, and statistical methods
utilized in the Plan were based upon those developed in the Texas and
California collaborative processes involving SBC/Ameritech's
applications for in-region interLATA relief. The performance measurement
business rules in Attachment A-2a differ from those approved by the
Texas state commission in the following respects:

> a\. The Plan requires payments to be made to the U.S. Treasury on
> Measurements #4d, 7, and 13b at the Low level, while in the Texas plan
> no payments to the Texas State Treasury are made on these
> measurements;
>
> b\. The benchmark for Measurement #1 in the Plan does not require the
> average of the remainder to be within 20% of the benchmark;
>
> c\. Measurement #16 in the Plan includes additional disaggregation for
> LNP and LNP with loop;
>
> d\. The benchmark for Measurement #19 is 99% in the Plan, and 99.5% in
> the Texas plan; and
>
> e\. A benchmark is included for Measurement #2 in the Plan, but is yet
> to be determined in the Texas plan.

The performance measurement business rules in Attachment A-2b are those
approved by the California state commission.

4\. SBC/Ameritech and the Commission shall jointly review the 20
measurements on a semi-annual basis, to determine whether measurements
should be added, deleted, or modified. SBC/Ameritech shall provide the
Chief of the Common Carrier Bureau with notice of any changes to the
design or calculation of these measurements adopted by the Texas or
California state commissions. SBC/Ameritech shall incorporate such
changes into the Plan in Texas and California, unless directed not to do
so by the Chief of the Common Carrier Bureau within 5 days of receiving
notice of such changes. The Chief of the Common Carrier Bureau shall, at
the next semi-annual review, determine whether and when SBC/Ameritech
shall implement such changes adopted by the Texas state commission in
the remaining SBC/Ameritech States except for California and Nevada, and
whether and when SBC/Ameritech shall implement such changes adopted by
the California state commission in Nevada.

**[Performance Measurements]{.underline}**

5\. In each SBC/Ameritech State, the Plan shall consist of 20
measurements of performance that may have a direct and immediate impact
upon a CLEC's end user customer. The 20 performance measurements are
designed to demonstrate whether SBC/Ameritech is providing parity or
benchmark performance in its Service Areas to each CLEC. Attachments
A-1a and A-1b provide a list of the 20 performance measurements, and
Attachments A-2a and A-2b provide a description of the definitions,
exclusions, business rules, levels of disaggregation, calculation, and
reporting structure for each of the 20 performance measurements.

6\. Where SBC/Ameritech provides a CLEC with a service that has a retail
analog, the performance SBC/Ameritech provides to its own retail
operations within a state shall be compared with the performance
SBC/Ameritech provides to the CLEC within the same state to determine if
parity exists. Where SBC/Ameritech provides a CLEC a service for which
there is no retail analog, the performance SBC/Ameritech provides to the
CLEC within a state shall be compared with a benchmark.

7\. Generally accepted statistical analyses -- i.e., modified Z-tests
and a critical Z-value -- shall be utilized to determine whether
SBC/Ameritech is in parity or has met the benchmark. Attachment A-3
provides a description of how these statistical analyses shall be used.

# [Voluntary Payments]{.underline}

8\. The Plan shall also consist of voluntary payments to the U.S.
Treasury, with monthly and annual caps for the SBC/Ameritech Service
Area (allocated on a per state basis). The 20 performance measurements
are categorized as being in either the High, Medium, or Low payment
level. Attachments A-5a and A-5b provide a list of the 20 performance
measurements and the payment level that applies each year. Attachment
A-4 provides a table of the voluntary payments, setting forth the per
occurrence and per measurement payments at the High, Medium, and Low
levels, and the caps for those measurements where voluntary payments are
made on a per occurrence basis with a cap. Attachment A-6 provides the
per state monthly and annual caps that apply each year. The obligation
to make these voluntary payments in all SBC/Ameritech States except
Connecticut attaches 270 days after the Merger Closing Date. The
obligation to make these voluntary payments in Connecticut attaches 15
months after the Merger Closing Date.

9\. SBC/Ameritech shall make voluntary payments to the U.S. Treasury if
SBC/Ameritech fails to provide parity or benchmark performance to the
aggregate of all CLECs operating in the SBC/Ameritech Service Area in an
SBC/Ameritech State on any measurement for either (1) 3 consecutive
months, or (2) 6 months or more in a calendar year, as determined by use
of the modified Z-tests and a critical Z-value. Voluntary payments for
each SBC/Ameritech State shall be made on a per occurrence or per
occurrence with a cap basis for measurements listed in Schedule A and on
a per measurement basis for measurements in Schedule B of Attachments
A-1a and A-1b, applying the statistical analyses and the calculations
described in Attachment A-3, the payment level for the measurements in
Attachments A-5a and A-5b, and the per-occurrence and per-measurement
voluntary payment amounts set forth in Attachment A-4. The voluntary
payments shall be calculated on the rolling average of occurrences or
measurements, as appropriate, where SBC/Ameritech has failed to provide
parity or benchmark performance for 3 consecutive months. If
SBC/Ameritech fails to provide parity or benchmark performance in an
SBC/Ameritech State for 6 or more months in a calendar year, the
voluntary payments shall be calculated as if all such months were missed
consecutively.

10\. In order to ensure that CLECs which order low volumes of certain
resold local services and UNEs and that CLECs operating in emerging
markets receive parity and benchmark performance, SBC/Ameritech shall
increase the voluntary payments calculated in accordance with Paragraph
9 above for measurements 4a-c and 5-13 ("qualifying measurements") and
for sub-measurements involving UNE combinations, resold ISDN, ISDN UNE
loop and port, BRI loop with test access (i.e., ISDN), and DSL loops
within the qualifying measurements where applicable ("qualifying
sub-measurements"). For these 25 qualifying measurements and 36
qualifying sub-measurements, the voluntary payments calculated using the
3 month rolling average described in Paragraph 9 above shall be
multiplied by a factor of 3 under the following circumstances and
pursuant to the following methodology. The provisions of this Paragraph
10 only apply in the event that a voluntary payment is owed for a
qualifying measurement or qualifying sub-measurement per the provisions
of Paragraph 9 (i.e., this Paragraph only applies in the event that
SBC/Ameritech has failed to provide parity or benchmark performance on a
qualifying measurement or qualifying sub-measurement for 3 consecutive
months or in 6 or more months in a calendar year.)

a\. [Qualifying Measurements]{.underline} If, for the 3 months that are
utilized to calculate the rolling average, there were 100 or more
observations on average for the qualifying measurement, then no increase
in voluntary payments is owed pursuant to the provisions of this
Subparagraph, but the provisions of Subparagraph (b) may apply. If, for
the 3 months that are utilized to calculate the rolling average, there
were more than 10 but less than 100 observations on average for the
qualifying measurement, then (1) SBC/Ameritech shall calculate the
voluntary payments to the U.S. Treasury for that qualifying measurement
in accordance with Paragraph 9 and shall treble the amount of such
voluntary payments for that qualifying measurement, and (2) the
provisions of Subparagraph (b) shall not apply with respect to any
sub-measurements within the qualifying measurement.

b\. [Qualifying Sub-Measurements.]{.underline} If, for the 3 months that
are utilized to calculate the rolling average, there were 100 or more
observations on average for the qualifying sub-measurement, then no
increase in voluntary payments is owed pursuant to the provisions of
this Subparagraph. If, for the 3 months that are utilized to calculate
the rolling average, there were more than 10 but less than 100
observations on average for the qualifying sub-measurement, then
SBC/Ameritech shall calculate the voluntary payments to the U.S.
Treasury for that qualifying sub-measurement in accordance with
Paragraph 9 and shall treble the amount of such voluntary payments for
that qualifying sub-measurement. Per the provisions of Subparagraph (a),
the provisions of this Subparagraph do not apply to any sub-measurements
within a qualifying measurement for which treble voluntary payments are
owed.

c\. When SBC/Ameritech and the Commission jointly review the 36
measurements on a semi-annual basis in accordance with Paragraph 4, the
Commission may substitute, on a one-for-one basis, the sub-measurements
associated with any other existing service or UNE within measurements
4a, 4b, or 4c for the initial set of qualifying sub-measurements. During
this annual review, the Commission may also increase the number of
qualifying sub-measurements by including, from the list of qualifying
measurements, the sub-measurements associated with new services and/or
UNEs as qualifying sub-measurements. The Commission may add a maximum of
3 such new services and/or UNEs over the duration of the Plan.

11\. The monthly and annual caps on the total amount of voluntary
payments for which SBC/Ameritech shall be liable, as provided for in
Attachment A-6, may be reduced by an amount up to \$125 million in the
third year of the Plan if SBC/Ameritech completes the OSS enhancement
commitments provided for in Paragraph 15(c), Paragraphs 26-28, and/or
Paragraph 31 by a date that is sooner than the target dates for the OSS
commitments specified in such Paragraphs, as follows:

a\. The monthly and annual caps on the total amount of voluntary
payments for which SBC/Ameritech shall be liable may be reduced by an
amount up to \$45 million during the third 12 month period if
SBC/Ameritech completes the OSS enhancement commitments provided for in
Paragraph 15(c) early. If SBC/Ameritech completes Phase 3 of Paragraph
15(c) within the SBC/Ameritech Service Area in all SBC/Ameritech States
except Connecticut earlier than 14 months after the Merger Closing Date,
excluding any time that is spent in completing Phase 2 beyond the 30
days allotted for reaching a written agreement with the CLECs, the
annual caps shall be reduced by \$10 million if 30 days early, \$15
million if 60 days early, \$20 million if 90 days early, \$25 million if
120 days early, \$35 million if 150 days early, and \$45 million if 180
days early.

b\. The monthly and annual caps on the total amount of voluntary
payments for which SBC/Ameritech shall be liable may be reduced by an
amount up to \$40 million during the third 12 month period if
SBC/Ameritech completes the OSS enhancement commitments provided for in
Paragraphs 26-28 early. If SBC/Ameritech completes Phase 3 of Paragraph
28 within the SBC/Ameritech Service Area in all SBC/Ameritech States
except Connecticut within less than 24 months after the Merger Closing
Date, excluding any time that is spent in completing Phase 2 beyond the
30 days allotted for reaching a written agreement with the CLECs, the
annual caps shall be reduced by \$5 million if 30 days early, \$10
million if 60 days early, \$15 million if 90 days early, \$20 million if
120 days early, \$30 million if 150 days early, and \$40 million if 180
days early.

c\. The monthly and annual caps on the total amount of voluntary
payments for which SBC/Ameritech shall be liable may be reduced by an
amount up to \$45 million during the third 12 month period if
SBC/Ameritech completes the OSS enhancement commitments provided for in
Paragraph 31 early. If SBC/Ameritech completes Phase 3 of Paragraph 31
within the SBC/Ameritech Service Area in all SBC/Ameritech States within
less than 30 months after the Merger Closing Date, excluding any time
that is spent in completing Phase 2 beyond the 30 days allotted for
reaching a written agreement with the CLECs, the annual caps shall be
reduced by \$5 million if 30 days early, \$10 million if 60 days early,
\$15 million if 90 days early, \$20 million if 120 days early, \$30
million if 150 days early, and \$40 million if 180 days early.

d\. Any required reductions in the annual cap during the third 12-month
period pursuant to Subparagraphs (a)-(c) above shall be prorated across
all 13 SBC/Ameritech States and apportioned to monthly caps utilizing
the same ratios used to develop the tables in Attachment A-6.

12\. The amount of payments otherwise due each month under this Plan in
a state shall be offset by the sum of (1) the amount of any payments
made by SBC/Ameritech to private or public parties (including, but not
limited to, CLECs, state commissions, state governments, public interest
funds or groups, or other entities) each month under any state-approved
local interconnection performance monitoring or performance measurement
plan in that state, and (2) the amount of payments made by SBC/Ameritech
related to performance measurements paid to CLECs each month in that
state under the terms of an approved local interconnection agreement
with SBC/Ameritech. Provided, however, that the amount of any payments
made to affiliates of SBC/Ameritech shall not be used in calculating the
offset.

13\. Performance measurement results for each month shall be available
to the Commission, state commissions and CLECs by the 20th day of the
following month. If SBC/Ameritech becomes liable for voluntary payments
to the U.S. Treasury, such payments shall be made 30 days after the
performance measurement results become available. If such payments are
made, SBC/Ameritech shall provide notice to the Commission within 5
business days after the payment is made.

14\. SBC/Ameritech shall not be liable for voluntary payments to the
U.S. Treasury if SBC/Ameritech's failure to provide parity or benchmark
performance is caused by an Act of God, or a *force majeure* event. If
SBC/Ameritech determines through "root cause analysis" that it failed to
provide parity or benchmark performance for any reason listed above,
SBC/Ameritech may seek a waiver from the Chief of the Common Carrier
Bureau relieving SBC/Ameritech from voluntary payments to the U.S.
Treasury. SBC/Ameritech shall have the burden of proof to make the
required showing, and shall have a right of appeal to the Commission. If
SBC/Ameritech seeks such a waiver, SBC/Ameritech shall place the
voluntary payments at issue into an interest bearing escrow account. If
SBC/Ameritech fails to carry its burden of proof, the amount of
voluntary payments paid into the escrow account, including any accrued
interest, shall be remitted to the U.S. Treasury. If SBC/Ameritech
carries its burden of proof, the amount of voluntary payments paid into
the escrow account, including any accrued interest, shall be returned to
SBC/Ameritech.

15\. Voluntary payments made by SBC/Ameritech under the Plan shall not
be reflected in the revenue requirement of an SBC/Ameritech incumbent
LEC.

16\. The measurements and benchmarks under the Plan bear no necessary
relationship to the standard of performance that satisfies
SBC/Ameritech's legal obligations in a particular state, and payments
under the Plan shall not constitute an admission by SBC/Ameritech of any
violation of law or noncompliance with statutory or regulatory
requirements with respect to the provision of local facilities or
services to SBC/Ameritech's wholesale or retail customers.

**Attachment A-1a**

**SBC/AMERITECH PERFORMANCE MEASUREMENTS**

**(EXCEPT CALIFORNIA AND NEVADA)**

**[Schedule A]{.underline} -- Performance Measurements Subject to Per
Occurrence or Per Occurrence With Cap Voluntary Payments:**

[OSS]{.underline}

1\. % FOC Received Within "X" Hours (per occurrence with cap)

2\. Average Response Time For OSS Pre-Order Interfaces (per occurrence
with cap)

3\. Order Process Percent Flow Through (per occurrence with cap)

[Provisioning]{.underline}

4\. SBC Caused Missed Due Dates

5\. Installation Trouble Reports Within "X" Days

6\. Mean Installation Intervals

7\. Average Delay Days For SWBT Caused Missed Due Dates

8\. Average Installation Interval -- DSL

9\. Average Response Time For Loop Qualification Information

[Maintenance]{.underline}

10\. % Missed Repair Commitments

11\. % Repeat Reports

12\. Mean Time To Restore

13\. Trouble Report Rate

[Interconnection]{.underline}

14\. Average Trunk Restoration Interval For Service Affecting Trunk
Groups

15\. % Trunk Blockage (per occurrence with cap)

[Local Number Portability]{.underline}

16\. % Pre-Mature Disconnects (Coordinated Cutovers)

[Collocation]{.underline}

17\. % Missed Collocation Due Dates

[Billing]{.underline}

18\. Billing Timeliness (per occurrence with cap)

**[Schedule B]{.underline} -- Performance Measurements Subject to Per
Measurement Voluntary Payments:**

[OSS]{.underline}

19\. OSS Interface Availability

[Interconnection]{.underline}

20\. Common Transport Trunk Blockage

**Attachment A-1b**

**SBC/AMERITECH PERFORMANCE MEASUREMENTS**

**(CALIFORNIA AND NEVADA)**

**[Schedule A]{.underline} - Performance Measurements Subject to Per
Occurrence or Per Occurrence With Cap Voluntary Payments:**

[OSS]{.underline}

1\. Average FOC/LSC Notice Interval (per occurrence with cap)

2\. Average Response Time (To Pre-Order Queries) (per occurrence with
cap)

3\. Percentage Of Flow-Through Orders (per occurrence with cap)

[Provisioning]{.underline}

4\. (a-c) Percent Of Due Dates Missed

(d) Average Completion Notice Interval

5\. Percentage Troubles In 30 Days For New Orders

6\. (a-b) Average Completed Interval

\(c\) Percent Completed Within Standard Interval

7\. Delay Order Interval To Completion Date (For Lack of Facilities)

8\. Average Completed Interval - (DSL)

9\. Average Response Time For Loop Make-Up Information -- (New)

[Maintenance]{.underline}

10\. Percentage Of Customer Trouble Not Resolved Within Estimated Time

11\. Frequency Of Repeat Troubles In 30 Day Period

12\. Average Time To Restore

13\. Customer Trouble Report Rate

[Interconnection]{.underline}

14\. Average Trunk Restoration Interval For Service Affecting Trunk
Groups -- (New)

15\. % Trunk Blockage-(New) (per occurrence with cap)

[Coordinated Conversions]{.underline}

16\. Coordinated Customer Conversion As A Percentage On Time

[Collocation]{.underline}

17\. % Missed Collocation Due Dates -- (New)

[Billing]{.underline}

18\. Billing Timeliness (per occurrence with cap)

**[Schedule B]{.underline} - Performance Measurements Subject to Per
Measurement Voluntary Payments:**

[OSS]{.underline}

19\. Percentage Of Time Interface Is Available

[Interconnection]{.underline}

20\. Percent Blocking On Common Trunks

## Attachment A-2a

## SBC/AMERITECH PERFORMANCE MEASUREMENT BUSINESS RULES

**(EXCEPT CALIFORNIA AND NEVADA)**

**OSS**

+-----------------------------------+-----------------------------------+
| **1. Measurement**                |                                   |
+-----------------------------------+-----------------------------------+
| #                                 |                                   |
|  Percent Firm Order Confirmations |                                   |
|  (FOCs) Returned Within "X" Hours |                                   |
+-----------------------------------+-----------------------------------+
| Definition:                       |                                   |
+-----------------------------------+-----------------------------------+
| > Percent of FOCs returned within |                                   |
| > a specified time frame from     |                                   |
| > receipt of a complete and       |                                   |
| > accurate service request to     |                                   |
| > return of confirmation to CLEC  |                                   |
+-----------------------------------+-----------------------------------+
| Exclusions:                       |                                   |
+-----------------------------------+-----------------------------------+
| -   Rejected (manual and          |                                   |
|     electronic) orders            |                                   |
|                                   |                                   |
| -   SWBT only Disconnect orders   |                                   |
|                                   |                                   |
| -   Orders involving major        |                                   |
|     projects mutually agreed to   |                                   |
|     by CLECs and SWBT.            |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **FOC business rules are        |                                   |
| > established to reflect the      |                                   |
| > Local Service Center (LSC)      |                                   |
| > normal hours of operation,      |                                   |
| > which include M-F, 8:00 AM to   |                                   |
| > 5:30 PM, excluding, holiday and |                                   |
| > weekends. If the start/time is  |                                   |
| > outside of normal business      |                                   |
| > hours then the start date/time  |                                   |
| > is set to 8:00 AM on the next   |                                   |
| > business day. Example: If the   |                                   |
| > request is received Monday      |                                   |
| > through Friday between 8:00 AM  |                                   |
| > to 5:00 PM; the valid start     |                                   |
| > time will be Monday through     |                                   |
| > Friday between 8:00 AM to 5:00  |                                   |
| > PM. If the actual request is    |                                   |
| > received Monday through         |                                   |
| > Thursday after 5:00 PM and      |                                   |
| > before 8:00 AM next day; the    |                                   |
| > valid start time will be the    |                                   |
| > next business day at 8:00 AM.   |                                   |
| > If the actual request is        |                                   |
| > received Friday after 5:00 PM   |                                   |
| > and before 8:00 AM Monday; the  |                                   |
| > valid start time will be at     |                                   |
| > 8:00 AM Monday. If the request  |                                   |
| > is received on a Holiday        |                                   |
| > (anytime); the valid start time |                                   |
| > will be the next business day   |                                   |
| > at 8:00 AM. The returned        |                                   |
| > confirmation to the CLEC will   |                                   |
| > establish the actual end        |                                   |
| > date/time Provisions are        |                                   |
| > established within the DSS      |                                   |
| > reporting systems to            |                                   |
| > accommodate situations when the |                                   |
| > LSC works holidays, weekends    |                                   |
| > and when requests are received  |                                   |
| > outside normal working hours.   |                                   |
| > For UNE Loop and Port           |                                   |
| > combinations, orders requiring  |                                   |
| > N, C, and D orders, the FOC is  |                                   |
| > sent back at the time the C     |                                   |
| > order is distributed.**         |                                   |
+-----------------------------------+-----------------------------------+
|                                   |                                   |
+-----------------------------------+-----------------------------------+
| **[LEX/EDI]{.underline}**         |                                   |
|                                   |                                   |
| > **For LEX and EDI originated    |                                   |
| > LSRs, the start date and time   |                                   |
| > is the receive date and time    |                                   |
| > that is automatically populated |                                   |
| > by the interface (EDI or LEX)   |                                   |
| > with the system date / time on  |                                   |
| > the SM-FID once all ordering    |                                   |
| > edits are satisfied and the     |                                   |
| > service order has a             |                                   |
| > distribution date and time in   |                                   |
| > SORD. The end date and time is  |                                   |
| > recorded by both LEX and EDI    |                                   |
| > and reflect the actual date and |                                   |
| > time the FOC is returned to the |                                   |
| > CLEC. This data is extracted    |                                   |
| > daily from LEX and EDI and      |                                   |
| > passed to the DSS (Decision     |                                   |
| > Support System) where the end   |                                   |
| > date and time are populated and |                                   |
| > are used to calculate the FOC   |                                   |
| > measurements. For LSRs where    |                                   |
| > FOC times are negotiated with   |                                   |
| > the CLEC the ITRAK entry on the |                                   |
| > SORD service order is used in   |                                   |
| > the calculation. The request    |                                   |
| > type from the LSR and the Class |                                   |
| > of Service tables are used to   |                                   |
| > report the LSRs in the various  |                                   |
| > levels of disaggregation. The   |                                   |
| > Class of Service tables are     |                                   |
| > based on the Universal Service  |                                   |
| > Order practice.**               |                                   |
+-----------------------------------+-----------------------------------+
| **[VERBAL or MANUAL               |                                   |
| REQUESTS]{.underline}**           |                                   |
|                                   |                                   |
| # Manual servic                   |                                   |
| e order requests are those initia |                                   |
| ted by the CLEC either by telepho |                                   |
| ne or FAX. The receive date and t |                                   |
| imes are recorded and input on th |                                   |
| e SM-FID on each service order in |                                   |
|  SORD for each FOC opportunity. T |                                   |
| he end times are the actual dates |                                   |
|  and times the paper Faxes are se |                                   |
| nt back to the CLEC. FAX end time |                                   |
| s are recorded and input into the |                                   |
|  DSS systems via an internal WEB  |                                   |
| application. Each FOC opportunity |                                   |
|  is dynamically established on th |                                   |
| e WEB application via our interfa |                                   |
| ce to SORD and the LSC must provi |                                   |
| de an end date and time for each  |                                   |
| entry, which depicts the date and |                                   |
|  time the FOC was actually faxed  |                                   |
| back to the CLEC. If a CLEC elect |                                   |
| s to accept an on-line FOC and do |                                   |
| es not require a paper FAX the FO |                                   |
| C information is provided over th |                                   |
| e phone. In these instances the o |                                   |
| rder distribution time is used in |                                   |
|  the FOC calculation on the relat |                                   |
| ed SORD service order to the appr |                                   |
| opriate SM-FID entry. These scena |                                   |
| rios are identified by data popul |                                   |
| ated on the ITRAK-FID of the serv |                                   |
| ice order. The ITRAK-FID is also  |                                   |
| used when FOC times are negotiate |                                   |
| d with the CLEC. The LSC will pop |                                   |
| ulate the ITRAK-FID with certain  |                                   |
| pre-established data entries that |                                   |
|  are used in the FOC calculation. |                                   |
+-----------------------------------+-----------------------------------+
| # Levels of Disaggregation:       |                                   |
+-----------------------------------+-----------------------------------+
| #  Manually submitted:            |                                   |
|                                   |                                   |
| -   **Simple Res. And Bus. \< 24  |                                   |
|     Hours**                       |                                   |
|                                   |                                   |
| # Complex B                       |                                   |
| usiness (1-200 Lines) \< 24 Hours |                                   |
|                                   |                                   |
| -   **Complex Business (\>200     |                                   |
|     Lines) \< 48 Hours**          |                                   |
|                                   |                                   |
| -   **UNE Loop (1-49 Loops) \< 24 |                                   |
|     Hours**                       |                                   |
|                                   |                                   |
| -   **UNE Loop ( \> 50 Loops) \<  |                                   |
|     48 Hours**                    |                                   |
|                                   |                                   |
| -   **Switch Ports \< 24 Hours**  |                                   |
|                                   |                                   |
| #  Electronically submitted via   |                                   |
| LEX or EDI: {#electronically-subm |                                   |
| itted-via-lex-or-edi .unnumbered} |                                   |
|                                   |                                   |
| -   **Simple Res. And Bus. \< 5   |                                   |
|     Hours**                       |                                   |
|                                   |                                   |
| # Complex B                       |                                   |
| usiness (1-200 Lines) \< 24 Hours |                                   |
|                                   |                                   |
| -   **Complex Business (\>200     |                                   |
|     Lines) \< 48 Hours**          |                                   |
|                                   |                                   |
| -   **UNE Loop (1-49 Loops) \< 5  |                                   |
|     Hours**                       |                                   |
|                                   |                                   |
| -   **UNE Loop ( \> 50 Loops) \<  |                                   |
|     48 Hours**                    |                                   |
|                                   |                                   |
| # Switch Ports \< 5 Hours         |                                   |
|                                   |                                   |
| # LNP {#lnp .unnumbered}          |                                   |
|                                   |                                   |
| # Manually submitted: {#          |                                   |
| manually-submitted-1 .unnumbered} |                                   |
|                                   |                                   |
| -   **LNP Only (1-19)\< 24 Clock  |                                   |
|     Hours**                       |                                   |
|                                   |                                   |
| -   **LNP with Loop (1-19) \< 24  |                                   |
|     Clock Hours**                 |                                   |
|                                   |                                   |
| -   **LNP Only (20+ Loops) \< 48  |                                   |
|     Clock Hours**                 |                                   |
|                                   |                                   |
| -   **LNP with Loop (20+ Loops)   |                                   |
|     \< 48 Clock Hours**           |                                   |
|                                   |                                   |
| -   **LNP Complex Business (1-19  |                                   |
|     Lines) \< 24 Clock Hours**    |                                   |
|                                   |                                   |
| -   **LNP Complex Business (20-50 |                                   |
|     Lines) \< 48 Clock Hours**    |                                   |
|                                   |                                   |
| #                                 |                                   |
| LNP Complex Business (50+ Lines)  |                                   |
| \< Negotiated with Notification o |                                   |
| f Timeframe within 24 Clock Hours |                                   |
|                                   |                                   |
| #                                 |                                   |
|   Electronically submitted via LE |                                   |
| X or EDI: {#electronically-submit |                                   |
| ted-via-lex-or-edi-1 .unnumbered} |                                   |
|                                   |                                   |
| -   **Simple Residence and        |                                   |
|     Business LNP Only (1-19) \< 5 |                                   |
|     Business Hours**              |                                   |
|                                   |                                   |
| -   **Simple Residence and        |                                   |
|     Business LNP with Loop (1-19) |                                   |
|     \< 5 Business Hours**         |                                   |
|                                   |                                   |
| -   **LNP Only (20+ Loops) \< 48  |                                   |
|     Clock Hours**                 |                                   |
|                                   |                                   |
| -   **LNP with Loop (20+ Loops)   |                                   |
|     \< 48 Clock Hours**           |                                   |
|                                   |                                   |
| -   **LNP Complex Business (1-19  |                                   |
|     Lines) \< 24 Clock Hours**    |                                   |
|                                   |                                   |
| -   **LNP Complex Business (20-50 |                                   |
|     Lines) \< 48 Clock Hours**    |                                   |
|                                   |                                   |
| -   **LNP Complex Business (50+   |                                   |
|     Lines) \< Negotiated with     |                                   |
|     Notification of Timeframe     |                                   |
|     within 24 Clock Hours**       |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(# FOCs returned within "x"   | > **Reported for CLEC and all     |
| > hours ÷ total FOCs sent) \*     | > CLECs. This includes mechanized |
| > 100**                           | > from EDI and LEX and manual     |
|                                   | > (FAX or phone orders)**         |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **All Res and Bus 95% / Complex |                                   |
| > Bus 94% / UNE Loop (1-49) 95% / |                                   |
| > UNE Loop (\>50) 94% / Switch    |                                   |
| > Ports 95%.**                    |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+----------------------------------+
| **2. Measurement**                |                                  |
+-----------------------------------+----------------------------------+
| # Average Response                |                                  |
| Time For OSS Pre-Order Interfaces |                                  |
+-----------------------------------+----------------------------------+
| **Definition:**                   |                                  |
+-----------------------------------+----------------------------------+
| > **The average response time in  |                                  |
| > seconds from the SWBT side of   |                                  |
| > the Remote Access Facility      |                                  |
| > (RAF) and return for pre-order  |                                  |
| > interfaces (Verigate, DataGate  |                                  |
| > and EDI where the pre-order     |                                  |
| > functionality is integrated) by |                                  |
| > function.**                     |                                  |
+-----------------------------------+----------------------------------+
| **Exclusions:**                   |                                  |
+-----------------------------------+----------------------------------+
| > **None.**                       |                                  |
+-----------------------------------+----------------------------------+
| **Business Rules:**               |                                  |
+-----------------------------------+----------------------------------+
| > **The clock starts on the       |                                  |
| > date/time when the request is   |                                  |
| > received by SWBT and the clock  |                                  |
| > stops on the date/time when the |                                  |
| > SWBT has completed the          |                                  |
| > transmission of the response to |                                  |
| > the CLEC. The measurement is at |                                  |
| > the SWBT side of the LRAF.      |                                  |
| > Response time is accumulated    |                                  |
| > for each major query type,      |                                  |
| > consistent with the specified   |                                  |
| > reporting dimension, and then   |                                  |
| > divided by the associated total |                                  |
| > number of queries received by   |                                  |
| > SWBT during the reporting       |                                  |
| > period. The response time is    |                                  |
| > measured only within the        |                                  |
| > published hours of interface    |                                  |
| > availability. Published hours   |                                  |
| > of interface availability are   |                                  |
| > documented on the CLEC web      |                                  |
| > site. (SWBT will not schedule   |                                  |
| > system maintenance during       |                                  |
| > normal business hours (8 AM to  |                                  |
| > 5:30 PM Monday through          |                                  |
| > Friday).**                      |                                  |
+-----------------------------------+----------------------------------+
| **Levels of Disaggregation:**     |                                  |
+-----------------------------------+----------------------------------+
| -   **Address Verification**      |                                  |
|                                   |                                  |
| -   **Request For Telephone       |                                  |
|     Number**                      |                                  |
|                                   |                                  |
| -   **Request For Customer        |                                  |
|     Service Record (CSR)**        |                                  |
|                                   |                                  |
| -   **Service Availability**      |                                  |
|                                   |                                  |
| -   **Service Appointment         |                                  |
|     Scheduling (Due Date)**       |                                  |
|                                   |                                  |
| -   **Dispatch Required**         |                                  |
|                                   |                                  |
| -   **PIC**                       |                                  |
+-----------------------------------+----------------------------------+
| -   **Calculation:**              | **Report Structure:**            |
+-----------------------------------+----------------------------------+
| > **Σ\[(Query Response Date &     | > **Reported on a CLEC and all   |
| > Time) - (Query Submission Date  | > CLECs basis by interface for   |
| > & Time)\] ÷ (Number of Queries  | > DATAGATE and VERIGATE**        |
| > Submitted in Reporting          |                                  |
| > Period)**                       |                                  |
+-----------------------------------+----------------------------------+
| **Benchmark:**                    |                                  |
+-----------------------------------+----------------------------------+
| #  DataGate: Verigate:            |                                  |
|                                   |                                  |
| # Add                             |                                  |
| ress Validation 4.5 sec. 4.5 sec. |                                  |
|                                   |                                  |
| **TN Selection 4.5 sec. 4.5       |                                  |
| sec.**                            |                                  |
|                                   |                                  |
| **CSR Summary 1-30 Lines 10 sec.  |                                  |
| 10 sec.**                         |                                  |
|                                   |                                  |
| **CSR 31 Lines or more 24 hrs. 24 |                                  |
| hrs.**                            |                                  |
|                                   |                                  |
| **Service Availability 5.5 sec.   |                                  |
| 8.0 sec.**                        |                                  |
|                                   |                                  |
| **Due Date 2.0 sec. 2.0 sec.**    |                                  |
|                                   |                                  |
| **Dispatch 11 sec. 11 sec.**      |                                  |
+-----------------------------------+----------------------------------+

+-----------------------------------+-----------------------------------+
| **3. Measurement**                |                                   |
+-----------------------------------+-----------------------------------+
| # O                               |                                   |
| rder Process Percent Flow Through |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of orders or LSRs     |                                   |
| > from entry to distribution that |                                   |
| > progress through SWBT ordering  |                                   |
| > systems.**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **LEX/EDI excludes rejected     |                                   |
| > orders (manual or electronic).  |                                   |
| > (Excluded from Denominator).**  |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **The number of MOG Eligible    |                                   |
| > orders, that flow through       |                                   |
| > SWBT's ordering systems and are |                                   |
| > distributed in SORD without     |                                   |
| > manual intervention, divided by |                                   |
| > the total number of MOG         |                                   |
| > Eligible orders within the      |                                   |
| > reporting period. Exclude only  |                                   |
| > mechanically generated and      |                                   |
| > rejected orders in the pass     |                                   |
| > through calculation. Manually   |                                   |
| > rejected orders that are        |                                   |
| > electronically generated shall  |                                   |
| > be included as failed           |                                   |
| > pass-through until such time a  |                                   |
| > measurement is established to   |                                   |
| > capture manually rejected       |                                   |
| > orders that are generated       |                                   |
| > mechanically.**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **For CLEC typed orders by UNE    |                                   |
| loops, Resale, UNE Combos, and    |                                   |
| other.**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(# of orders that flow        | > **Reported by individual CLEC,  |
| > through ÷ total orders) \*      | > CLECs and SWBT.**               |
| > 100**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity**                      |                                   |
+-----------------------------------+-----------------------------------+

###### Provisioning

+-----------------------------------+-----------------------------------+
| **4a. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Percent SW                      |                                   |
| BT Caused Missed Due Dates - POTS |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of N, T, C orders     |                                   |
| > where installation was not      |                                   |
| > completed by the due date as a  |                                   |
| > result of a SWBT Caused Missed  |                                   |
| > Due Date.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Excludes orders that are not N, |                                   |
| T, or C**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **The Due Date is the           |                                   |
| > negotiated date by the customer |                                   |
| > and the SWBT representative for |                                   |
| > service activation. For CLEC    |                                   |
| > orders, the due date is the due |                                   |
| > date reflected on the FOC. The  |                                   |
| > Completion Date is the day that |                                   |
| > SWBT personnel complete the     |                                   |
| > service order activity. UNE     |                                   |
| > COMBOs, are reported at order   |                                   |
| > level.**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **POTS**                          |                                   |
|                                   |                                   |
| -   **Field Work (FW)**           |                                   |
|                                   |                                   |
| -   **No Field Work (NFW)**       |                                   |
|                                   |                                   |
| -   **Business class of service** |                                   |
|                                   |                                   |
| -   **Residence class of          |                                   |
|     service**                     |                                   |
|                                   |                                   |
| > **UNE Combo**                   |                                   |
|                                   |                                   |
| -   **Field Work (FW)**           |                                   |
|                                   |                                   |
| -   **No Field Work (NFW)**       |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of N, T, C orders not  | > **Reported for CLEC, all CLECs  |
| > completed by the due date as a  | > and SWBT**                      |
| > result of a SWBT caused missed  |                                   |
| > due date ÷ total number of      |                                   |
| > orders) \* 100**                |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Resale POTS parity between    |                                   |
| > Field Work compared to SWBT     |                                   |
| > Field Work (N, T, C order       |                                   |
| > types) and No Field Work        |                                   |
| > compared to SWBT Retail No      |                                   |
| > Field Work (N, T, C order       |                                   |
| > types). UNE Combo Parity        |                                   |
| > between Field Work compared to  |                                   |
| > SWBT Field Work (N, T, C order  |                                   |
| > types) and No Field Work        |                                   |
| > compared to SWBT Retail No      |                                   |
| > Field Work. (N, T, C order      |                                   |
| > types)**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **4b. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Percent SWBT                    |                                   |
| Caused Missed Due Dates -- Design |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of N, T, C orders     |                                   |
| > where installations were not    |                                   |
| > completed by the due date.**    |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **UNE and Interconnection     |                                   |
|     Trunks**                      |                                   |
|                                   |                                   |
| -   **Excludes orders that are    |                                   |
|     not N, T, or C**              |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The Due Date is the           |                                   |
| > negotiated date that is         |                                   |
| > returned on the FOC by SWBT for |                                   |
| > service activation. The         |                                   |
| > Completion Date is the day that |                                   |
| > SWBT personnel complete the     |                                   |
| > service order activity. The     |                                   |
| > source is WFA (Work Force       |                                   |
| > Administration) and is at an    |                                   |
| > item or circuit level. Specials |                                   |
| > are selected based on a         |                                   |
| > specific service code off of    |                                   |
| > the circuit ID**                |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| -   **Resold Specials - DDS, DS1, |                                   |
|     DS3, Voice Grade Private Line |                                   |
|     (VGPL), ISDN, and any other   |                                   |
|     services available for        |                                   |
|     resale.**                     |                                   |
|                                   |                                   |
| -   **UNE Loop and Port - ISDN    |                                   |
|     and other combinations.**     |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of circuits with       | > **Reported for CLEC, all CLECs  |
| > missed due dates excluding      | > and SWBT**                      |
| > customer caused misses ÷ total  |                                   |
| > number of circuits)**           |                                   |
| >                                 |                                   |
| > **\* 100**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity with SWBT Retail**     |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **4c. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Percent S                       |                                   |
| WBT Caused Missed Due Dates - UNE |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of UNEs (8db loops    |                                   |
| > are measured at an order level) |                                   |
| > where installations are not     |                                   |
| > completed by the negotiated due |                                   |
| > date.**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Specials and                |                                   |
|     Interconnection Trunks**      |                                   |
|                                   |                                   |
| -   **Excludes UNE Combos         |                                   |
|     captured in the POTS or       |                                   |
|     Specials measurements**       |                                   |
|                                   |                                   |
| -   **Exclude orders that are not |                                   |
|     N, T, or C**                  |                                   |
|                                   |                                   |
| -   **Excludes customer caused    |                                   |
|     misses**                      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The Due Date starts the       |                                   |
| > clock. The Completion Date is   |                                   |
| > the day that SWBT personnel     |                                   |
| > complete the service order      |                                   |
| > activity, which stops the       |                                   |
| > clock. If the completion date   |                                   |
| > is after the Due Date, the      |                                   |
| > order is flagged as a miss.     |                                   |
| > This measurement is reported at |                                   |
| > a circuit level for all UNEs    |                                   |
| > with the exception of 8db       |                                   |
| > loops, which are reported at an |                                   |
| > order level to facilitate       |                                   |
| > comparison with POTS retail.**  |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **UNEs contained in the UNE     |                                   |
| > price schedule, and / or agreed |                                   |
| > to by the parties.**            |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Count of UNEs (8dB loops are  | **Reported for CLEC and all       |
| > measured at an order level)with | CLECs**                           |
| > missed due dates excluding      |                                   |
| > customer caused misses ÷ total  |                                   |
| > number of UNEs (total orders    |                                   |
| > for 8db loops) \*100**          |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity: Retail Comparison**   |                                   |
|                                   |                                   |
| **1. 8.0 dB Loop with Test Access |                                   |
| and POTS (Res/Bus and FW)**       |                                   |
|                                   |                                   |
| **8.0 dB Loop without Test        |                                   |
| Access**                          |                                   |
|                                   |                                   |
| **2. 5.0 dB Loop with Test Access |                                   |
| and VGPL**                        |                                   |
|                                   |                                   |
| **5.0 dB Loop without Test        |                                   |
| Access**                          |                                   |
|                                   |                                   |
| **3. BRI Loop with Test Access    |                                   |
| ISDN**                            |                                   |
|                                   |                                   |
| **4. ISDN BRI Port ISDN**         |                                   |
|                                   |                                   |
| **5. DS1 Loop with Test Access    |                                   |
| DS1**                             |                                   |
|                                   |                                   |
| **6. DS1 Dedicated Transport      |                                   |
| DS1**                             |                                   |
|                                   |                                   |
| **7. Subtending Channel (23B)     |                                   |
| DDS**                             |                                   |
|                                   |                                   |
| **8. Subtending Channel (1D)      |                                   |
| DDS**                             |                                   |
|                                   |                                   |
| **9. Analog Trunk Port VGPL**     |                                   |
|                                   |                                   |
| **10. Subtending Digital Direct   |                                   |
| Combination Trunks VGPL**         |                                   |
|                                   |                                   |
| **11. DS3 Dedicated Transport     |                                   |
| DS3**                             |                                   |
|                                   |                                   |
| **12. Dark Fiber DS3**            |                                   |
|                                   |                                   |
| **13. DSL Loops DS1**             |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **4d. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Percent                         |                                   |
|  Mechanized Completions Returned  |                                   |
| Within one Day Of Work Completion |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent Mechanized            |                                   |
| > Completions Returned Within one |                                   |
| > Day**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **None**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **Days are calculated by        |                                   |
| > subtracting the date the SOC    |                                   |
| > was returned to the CLEC minus  |                                   |
| > the order completion date.**    |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **None**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(# mechanized completions     | > **Reported for CLEC and all     |
| > returned to the CLEC within 1   | > CLECs for the electronic        |
| > day of work completion ÷ total  | > interfaces (EDI and LEX).**     |
| > mechanized completions) \*      |                                   |
| > 100**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **97%**                         |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **5a. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Percent Trouble Report Within   |                                   |
| 10 Days (I-10) of Installation -  |                                   |
| POTS**                            |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of N, T, C orders     |                                   |
| > that receive a network customer |                                   |
| > trouble report within 10        |                                   |
| > calendar days of service order  |                                   |
| > completion.**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes subsequent         |                                   |
|     reports. A subsequent report  |                                   |
|     is a repair report that is    |                                   |
|     received while an existing    |                                   |
|     repair report is open on the  |                                   |
|     same number.**                |                                   |
|                                   |                                   |
| -   **Excludes disposition code   |                                   |
|     "13" reports (excludable      |                                   |
|     reports) with the exception   |                                   |
|     of code 1316 unless the       |                                   |
|     report is taken prior to the  |                                   |
|     completion of the service     |                                   |
|     order.**                      |                                   |
|                                   |                                   |
| -   **Excludes reports caused by  |                                   |
|     customer provided equipment   |                                   |
|     (CPE) or wiring**             |                                   |
|                                   |                                   |
| -   **Excludes trouble report     |                                   |
|     received on the due date      |                                   |
|     before service order          |                                   |
|     completion**                  |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **Includes reports received the |                                   |
| > day after SWBT personnel        |                                   |
| > complete the service order      |                                   |
| > through 10 calendar days after  |                                   |
| > completion.**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **N, T and C Orders**           |                                   |
|                                   |                                   |
| **POTS**                          |                                   |
|                                   |                                   |
| -   **Field Work (FW)**           |                                   |
|                                   |                                   |
| -   **No Field Work (NFW)**       |                                   |
|                                   |                                   |
| -   **Business class of service** |                                   |
|                                   |                                   |
| -   **Residence class of          |                                   |
|     service**                     |                                   |
|                                   |                                   |
| **UNE Combo**                     |                                   |
|                                   |                                   |
| -   **Field Work (FW)**           |                                   |
|                                   |                                   |
| -   **No Field Work (NFW)**       |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of orders that receive | > **Reported for POTS Resale by   |
| > a network customer trouble      | > CLEC, total CLECs and SWBT**    |
| > report within 10 calendar days  |                                   |
| > of service order completion ÷   |                                   |
| > total \# of orders) \* 100**    |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Resale POTS parity between    |                                   |
| > Field Work compared to SWBT     |                                   |
| > Field Work (N, T, C order       |                                   |
| > types) and No Field Work        |                                   |
| > compared to SWBT Retail No      |                                   |
| > Field Work (N, T, C order       |                                   |
| > types). UNE Combo Parity        |                                   |
| > between Field Work compared to  |                                   |
| > SWBT Field Work (N, T, C order  |                                   |
| > types) and No Field Work        |                                   |
| > compared to SWBT Retail No      |                                   |
| > Field Work (N, T, C order       |                                   |
| > types).**                       |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **5b. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Percent Installation Report     |                                   |
| s (Trouble Reports) Within 30 Day |                                   |
| s (I-30) of Installation - Design |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of N, T, C orders by  |                                   |
| > item that receive a network     |                                   |
| > customer trouble report within  |                                   |
| > 30 calendar days of service     |                                   |
| > order completion**              |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **UNE and Interconnection     |                                   |
|     Trunks**                      |                                   |
|                                   |                                   |
| -   **Excludes orders that are    |                                   |
|     not N, T, or C**              |                                   |
|                                   |                                   |
| -   **Excludes trouble report     |                                   |
|     received on the due date      |                                   |
|     before service order          |                                   |
|     completion**                  |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **A trouble report is counted   |                                   |
| > if it flagged on WFA (Work      |                                   |
| > Force Administration) as a      |                                   |
| > trouble report that had a       |                                   |
| > service order completion within |                                   |
| > 30 days. It cannot be a repeat  |                                   |
| > report and must be a measured   |                                   |
| > report. The order flagged       |                                   |
| > against must be an add in order |                                   |
| > for the trouble report to be    |                                   |
| > counted. Specials are selected  |                                   |
| > based on a specific service     |                                   |
| > code off of the circuit ID.**   |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **See Measurement 4b.**           |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of circuits that       | > **Reported for CLEC, all CLECs  |
| > receive a network customer      | > and SWBT**                      |
| > trouble report within 30        |                                   |
| > calendar days of service order  |                                   |
| > completion ÷ total circuits     |                                   |
| > (excludes trouble reports       |                                   |
| > received on the due date)) \*   |                                   |
| > 100**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity with SWBT Retail**     |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **5c. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Percent Installation Rep        |                                   |
| orts (Trouble Reports) Within 30  |                                   |
| Days (I-30) of Installation - UNE |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent UNEs (8db loops are   |                                   |
| > measured at an order level)     |                                   |
| > that receive a network customer |                                   |
| > trouble report within 30        |                                   |
| > calendar days of service order  |                                   |
| > completion.**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Specials and                |                                   |
|     Interconnection Trunks**      |                                   |
|                                   |                                   |
| -   **Excludes Non-measured       |                                   |
|     reports (CPE, Interexchange,  |                                   |
|     and Information reports)**    |                                   |
|                                   |                                   |
| -   **Excludes UNE Combos         |                                   |
|     captured in the POTS or       |                                   |
|     Specials measurements**       |                                   |
|                                   |                                   |
| -   **Excludes trouble report     |                                   |
|     received on the due date      |                                   |
|     before service order          |                                   |
|     completion**                  |                                   |
|                                   |                                   |
| -   **Excludes orders that are    |                                   |
|     not N, T, or C**              |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **A trouble report is counted   |                                   |
| > if it is received within 30     |                                   |
| > days of a service order         |                                   |
| > completion. The service order   |                                   |
| > which generated the report must |                                   |
| > be an add in order for the      |                                   |
| > trouble report to be counted.   |                                   |
| > UNEs are selected based on a    |                                   |
| > specific service code off of    |                                   |
| > the circuit ID. This            |                                   |
| > measurement is reported at a    |                                   |
| > circuit level for all UNEs with |                                   |
| > the exception of 8db loops,     |                                   |
| > which are reported at an order  |                                   |
| > level to facilitate comparison  |                                   |
| > with POTS retail.**             |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **UNEs contained in the UNE price |                                   |
| schedule, and / or agreed to by   |                                   |
| the parties**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of UNEs (8db loops are | > **Reported for CLEC and all     |
| > measured at an order level)     | > CLECs**                         |
| > that receive a network customer |                                   |
| > trouble report within 30        |                                   |
| > calendar days of service order  |                                   |
| > completion ÷ total UNEs (total  |                                   |
| > orders for 8db loops) ) \*      |                                   |
| > 100**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **See Measurement 4c.**         |                                   |
+-----------------------------------+-----------------------------------+

## 

+-----------------------------------+-----------------------------------+
| **6a. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # M                               |                                   |
| ean Installation Interval -- POTS |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Average business days from    |                                   |
| > application date to completion  |                                   |
| > date.**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes customer caused    |                                   |
|     misses**                      |                                   |
|                                   |                                   |
| -   **Field Work orders --        |                                   |
|     excludes customer requested   |                                   |
|     due dates greater than 5      |                                   |
|     business days**               |                                   |
|                                   |                                   |
| -   **No Field Work orders --     |                                   |
|     excluded if order applied for |                                   |
|     before 3:00 PM; and the due   |                                   |
|     date requested is not same    |                                   |
|     day; and if order applied for |                                   |
|     after 3:00 PM; and the due    |                                   |
|     date requested is beyond the  |                                   |
|     next business day**           |                                   |
|                                   |                                   |
| -   **Excludes all orders except  |                                   |
|     N, T, and C orders**          |                                   |
|                                   |                                   |
| -   **Excludes Weekends and       |                                   |
|     Holidays**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The clock starts on the       |                                   |
| > Application Date, which is the  |                                   |
| > day that SWBT receives a        |                                   |
| > correct Service Order. The      |                                   |
| > clock stops on the Completion   |                                   |
| > Date that is the day that SWBT  |                                   |
| > personnel complete the service  |                                   |
| > order activity. Orders are      |                                   |
| > included in the month they are  |                                   |
| > completed. There are 2 types of |                                   |
| > orders in the measurement. Same |                                   |
| > Day Due orders (defined as      |                                   |
| > distribution time EQUAL or      |                                   |
| > BEFORE 3:00 PM and Application  |                                   |
| > Date = Distribution Date = Due  |                                   |
| > Date. Next Day Due orders       |                                   |
| > (defined as distribution time   |                                   |
| > AFTER 3:00 PM and Application   |                                   |
| > Date = Distribution Date and    |                                   |
| > Due Date is 1 business day      |                                   |
| > after Application Date. If the  |                                   |
| > order is Same Day Due, then     |                                   |
| > (Completion -- Application      |                                   |
| > Date), if the order is Next Day |                                   |
| > Due, then ((Completion -- Next  |                                   |
| > Business Day) + 1). UNE COMBOs, |                                   |
| > are reported at order level.**  |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **POTS**                          |                                   |
|                                   |                                   |
| -   **Field Work (FW)**           |                                   |
|                                   |                                   |
| -   **No Field Work (NFW)**       |                                   |
|                                   |                                   |
| -   **Business class of service** |                                   |
|                                   |                                   |
| -   **Residence class of          |                                   |
|     service**                     |                                   |
|                                   |                                   |
| > **UNE Combo**                   |                                   |
|                                   |                                   |
| -   **Field Work (FW)**           |                                   |
|                                   |                                   |
| -   **No Field Work (NFW)**       |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **\[Σ(completion date --        | > **Reported for CLEC, all CLECs  |
| > application date)\]/(Total      | > and SWBT**                      |
| > number of orders completed)**   |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Resale POTS parity between    |                                   |
| > Field Work compared to SWBT     |                                   |
| > Field Work (N, T , C order      |                                   |
| > types ) and No Field Work       |                                   |
| > compared to SWBT Retail Field   |                                   |
| > Work (N, T, C order types). UNE |                                   |
| > Combo Parity between Field Work |                                   |
| > compared to SWBT Field Work (N, |                                   |
| > T, C order types) and No Field  |                                   |
| > Work compared to SWBT Retail    |                                   |
| > Field Work. (N, T, C order      |                                   |
| > types)**                        |                                   |
+-----------------------------------+-----------------------------------+

##### 

+-----------------------------------+-----------------------------------+
| **6b. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Avera                           |                                   |
| ge Installation Interval - Design |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Average business days from    |                                   |
| > application date to completion  |                                   |
| > date for N, T, C orders by item |                                   |
| > or circuit.**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **UNE and Interconnection     |                                   |
|     Trunks**                      |                                   |
|                                   |                                   |
| -   **Excludes orders that are    |                                   |
|     not N, T, or C**              |                                   |
|                                   |                                   |
| -   **Excludes circuits that have |                                   |
|     a customer requested Due Date |                                   |
|     greater than 20 business      |                                   |
|     days**                        |                                   |
|                                   |                                   |
| -   **Excludes Weekends and       |                                   |
|     Holidays**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The Application Date is the   |                                   |
| > day that the customer initiated |                                   |
| > the service request. The        |                                   |
| > Completion Date is the day that |                                   |
| > SWBT personnel complete the     |                                   |
| > service order activity by       |                                   |
| > circuit. The base of items is   |                                   |
| > out of WFA (Work Force          |                                   |
| > Administration) and it is       |                                   |
| > reported at an item or circuit  |                                   |
| > level.**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **See Measurement 4b.**         |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **\[Σ(completion date -         | > **Reported for CLEC, all CLECs  |
| > application date)\] ÷ (Total    | > and SWBT**                      |
| > number of circuits completed)** |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity with SWBT Retail**     |                                   |
+-----------------------------------+-----------------------------------+

#####  

##### 

+-----------------------------------+-----------------------------------+
| **6c. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Percent Installation            |                                   |
| s Completed Within "X" Days - UNE |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent installations         |                                   |
| > completed within "x" business   |                                   |
| > days excluding customer caused  |                                   |
| > misses and customer requested   |                                   |
| > due date greater than "x"       |                                   |
| > business days.**                |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Specials and                |                                   |
|     Interconnection Trunks**      |                                   |
|                                   |                                   |
| -   **Excludes UNE Combos         |                                   |
|     captured in the POTS or       |                                   |
|     Specials measurements**       |                                   |
|                                   |                                   |
| -   **Exclude orders that are not |                                   |
|     N, T, or C**                  |                                   |
|                                   |                                   |
| -   **Excludes customer requested |                                   |
|     due dates greater than "x"    |                                   |
|     business days as set out      |                                   |
|     below.**                      |                                   |
|                                   |                                   |
| -   **Excludes customer caused    |                                   |
|     misses**                      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The Application Date is the   |                                   |
| > day that the customer initiated |                                   |
| > the service request. The        |                                   |
| > Completion Date is the day that |                                   |
| > SWBT personnel complete the     |                                   |
| > service order activity. The     |                                   |
| > base of items is out of WFA     |                                   |
| > (Work Force Administration) and |                                   |
| > it is reported at an order      |                                   |
| > level to account for different  |                                   |
| > measurement standards based on  |                                   |
| > the number of circuits per      |                                   |
| > order.**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **UNEs contained in the UNE price |                                   |
| schedule, and / or agreed to by   |                                   |
| the parties.**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Count of N, T, C orders       | > **Reported for CLEC and all     |
| > installed within business "x"   | > CLECs**                         |
| > business days ÷ total N, T, C   |                                   |
| > orders) \* 100**                |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **95% within "X" days**         |                                   |
|                                   |                                   |
| -   **2 Wire Analog and Digital   |                                   |
|     and INP (1-10) -- 3 Days**    |                                   |
|                                   |                                   |
| -   **2 Wire Analog and Digital   |                                   |
|     and INP (11-20) -- 7 Days**   |                                   |
|                                   |                                   |
| -   **2 Wire Analog and Digital   |                                   |
|     and INP (20+) -- 10 Days**    |                                   |
|                                   |                                   |
| #                                 |                                   |
| DS1 loop(includes PRI) -- 3 Days  |                                   |
|                                   |                                   |
| # Swit                            |                                   |
| ch Ports -- Analog Port -- 2 Days |                                   |
|                                   |                                   |
| -   **Switch Ports -- BRI Port    |                                   |
|     (1-50) -- 3 Days**            |                                   |
|                                   |                                   |
| -   **Switch Ports -- BRI Port    |                                   |
|     (50+) - 5 Days**              |                                   |
|                                   |                                   |
| -   **Switch Ports -- PRI Port    |                                   |
|     (1-20) -- 5 Days**            |                                   |
|                                   |                                   |
| -   **Switch Ports -- PRI Port    |                                   |
|     (20+) -- 10 Days**            |                                   |
|                                   |                                   |
| -   **DS1 Trunk Port (1 to 10) -- |                                   |
|     3 days**                      |                                   |
|                                   |                                   |
| -   **DS1 Trunk Port (11 to 20)   |                                   |
|     -- 5 Days**                   |                                   |
|                                   |                                   |
| -   **DS1 Trunk Port (20+) --     |                                   |
|     ICB**                         |                                   |
|                                   |                                   |
| -   **Dedicated Transport (DS0,   |                                   |
|     DS1, and DS3) (1 to 10) -- 3  |                                   |
|     days**                        |                                   |
|                                   |                                   |
| -   **Dedicated Transport (DS0,   |                                   |
|     DS1, and DS3) (11 to 20) -- 5 |                                   |
|     Days**                        |                                   |
|                                   |                                   |
| -   **Dedicated Transport (DS0,   |                                   |
|     DS1, and DS3) (20+) and all   |                                   |
|     other types -- ICB**          |                                   |
+-----------------------------------+-----------------------------------+

##### 

+-----------------------------------+-----------------------------------+
| **7a. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Average Delay Days For SWB      |                                   |
| T Caused Missed Due Dates - POTS  |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Average calendar days from    |                                   |
| > due date to completion date on  |                                   |
| > company missed orders.**        |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes orders that are    |                                   |
|     not N, T, or C.**             |                                   |
|                                   |                                   |
| -   **Excludes company delayed    |                                   |
|     orders as a result of lack of |                                   |
|     facilities.**                 |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The Due Date is the           |                                   |
| > negotiated date by the customer |                                   |
| > and the SWBT representative for |                                   |
| > service activation. CLEC        |                                   |
| > orders, the due date is the due |                                   |
| > date reflected on the FOC. The  |                                   |
| > Completion Date is the day that |                                   |
| > SWBT personnel complete the     |                                   |
| > service order activity.**       |                                   |
| >                                 |                                   |
| > **Combos are reported at the    |                                   |
| > order level.**                  |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **POTS**                          |                                   |
|                                   |                                   |
| -   **Business class of service** |                                   |
|                                   |                                   |
| -   **Residence class of          |                                   |
|     service**                     |                                   |
|                                   |                                   |
| > **UNE Combo -- None**           |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Σ(Completion date -- due      | > **Reported for CLEC, all CLECs  |
| > date) ÷ (total \# of completed  | > and SWBT.**                     |
| > orders with a SWBT caused       |                                   |
| > missed due date)**              |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Resale POTS parity between    |                                   |
| > Field Work compared to SWBT     |                                   |
| > Field Work (N, T, and C order   |                                   |
| > types) and No Field Work        |                                   |
| > compared to SWBT Retail No      |                                   |
| > Field Work (N, T, and C order   |                                   |
| > types). UNE Combo Parity        |                                   |
| > between Field Work compared to  |                                   |
| > SWBT Field Work (N, T, and C    |                                   |
| > order types) and No Field Work  |                                   |
| > compared to SWBT Retail No      |                                   |
| > Field Work (N, T, and C order   |                                   |
| > types).**                       |                                   |
+-----------------------------------+-----------------------------------+

#####  

+-----------------------------------+-----------------------------------+
| **7b. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Average Delay Days For SWBT     |                                   |
|  Caused Missed Due Dates - Design |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Average calendar days from    |                                   |
| > due date to completion date on  |                                   |
| > company missed circuit          |                                   |
| > orders.**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **UNE and Interconnection     |                                   |
|     Trunks.**                     |                                   |
|                                   |                                   |
| -   **Excludes orders that are    |                                   |
|     not N, T, or C.**             |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The calculation is the        |                                   |
| > difference in calendar days     |                                   |
| > between the completion date and |                                   |
| > the due date. The source is WFA |                                   |
| > (Work Force Administration) and |                                   |
| > is at an item or circuit level. |                                   |
| > Specials are selected based on  |                                   |
| > a specific service code off of  |                                   |
| > the circuit ID.**               |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **See Measurement 4b.**         |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Σ(Completion date --          | > **Reported for CLEC, all CLECs  |
| > committed circuit due date) ÷   | > and SWBT Retail Specials.**     |
| > (# of posted --circuits with a  |                                   |
| > SWBT caused missed due date)**  |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity with SWBT Retail.**    |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **7c. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Average Delay Days For S        |                                   |
| WBT Caused Missed Due Dates - UNE |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Average calendar days from    |                                   |
| > due date to completion date on  |                                   |
| > company missed UNEs (8db loops  |                                   |
| > are measured at an order        |                                   |
| > level).**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Specials and                |                                   |
|     Interconnection Trunks.**     |                                   |
|                                   |                                   |
| -   **Excludes UNE Combos         |                                   |
|     captured in the POTS or       |                                   |
|     Specials measurements.**      |                                   |
|                                   |                                   |
| -   **Excludes orders that are    |                                   |
|     not N, T, or C.**             |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The calculation is the        |                                   |
| > difference in calendar days     |                                   |
| > between the completion date and |                                   |
| > the due date. The source is WFA |                                   |
| > (Work Force Administration) and |                                   |
| > is at an item or circuit level. |                                   |
| > UNEs are selected based on a    |                                   |
| > specific service code off of    |                                   |
| > the circuit ID. This            |                                   |
| > measurement is reported at a    |                                   |
| > circuit level for all UNEs with |                                   |
| > the exception of 8db loops,     |                                   |
| > which are reported at an order  |                                   |
| > level to facilitate comparison  |                                   |
| > with POTS retail.**             |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **UNEs contained in the UNE price |                                   |
| schedule, and/or agreed to by     |                                   |
| parties.**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **∑(Completion date --          | > **Reported for CLEC and all     |
| > committed UNE (8db loops are    | > CLECs.**                        |
| > measured at the order level)    |                                   |
| > due date) ÷ (# of posted UNEs   |                                   |
| > (total completed orders for 8db |                                   |
| > loops) with SWBT caused missed  |                                   |
| > due dates)**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **See Measurement 4c.**         |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **8. Measurement**                |                                   |
+-----------------------------------+-----------------------------------+
| # Av                              |                                   |
| erage Installation Interval - DSL |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Average calendar days from    |                                   |
| > application date to completion  |                                   |
| > date for N, T, and C orders     |                                   |
| > excluding customer caused       |                                   |
| > misses and customer requested   |                                   |
| > due date greater than the       |                                   |
| > offered interval.**             |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Exclude orders that are not |                                   |
|     N, T, or C.**                 |                                   |
|                                   |                                   |
| -   **Excludes customer requested |                                   |
|     due dates greater than the    |                                   |
|     offered interval**            |                                   |
|                                   |                                   |
| -   **Excludes customer caused    |                                   |
|     misses.**                     |                                   |
|                                   |                                   |
| -   **Excludes Weekends and       |                                   |
|     Holidays.**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The Application Date is the   |                                   |
| > day that the customer           |                                   |
| > authorizes SWBT to provision    |                                   |
| > the DSL based on the loop       |                                   |
| > qualification. If the loop      |                                   |
| > qualification determines that   |                                   |
| > no conditioning is required,    |                                   |
| > SWBT will initiate the service  |                                   |
| > order when the loop             |                                   |
| > qualification is returned from  |                                   |
| > SWBT engineering and this date  |                                   |
| > will be the application date.   |                                   |
| > If conditioning is required,    |                                   |
| > SWBT will reject the LSR back   |                                   |
| > to the CLEC and wait for a      |                                   |
| > supplement from the CLEC        |                                   |
| > notifying SWBT of the           |                                   |
| > appropriate action to take. If  |                                   |
| > the CLEC supplements the LSR to |                                   |
| > order the DSL, SWBT will issue  |                                   |
| > the order and the application   |                                   |
| > date will be the date that SWBT |                                   |
| > receives the supplement. The    |                                   |
| > Completion Date is the day that |                                   |
| > SWBT personnel complete the     |                                   |
| > service order activity. The     |                                   |
| > base of items is out of WFA     |                                   |
| > (Work Force Administration) and |                                   |
| > it is reported at a circuit     |                                   |
| > level.**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **Loops requiring conditioning    |                                   |
| and loops requiring no            |                                   |
| conditioning.**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **\[Σ(completion date -         | > **Reported for CLEC and all     |
| > application date)\] ÷ (Total    | > CLECs.**                        |
| > number of orders**              |                                   |
| >                                 |                                   |
| > **completed)**                  |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity with SWBT or its       |                                   |
| > Advanced Services               |                                   |
| > Affiliate(s)**                  |                                   |
+-----------------------------------+-----------------------------------+

##### 

+-----------------------------------+-----------------------------------+
| **9. Measurement**                |                                   |
+-----------------------------------+-----------------------------------+
| # Average Response T              |                                   |
| ime for Loop Make-Up Information  |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **The average time required to  |                                   |
| > provide loop qualification for  |                                   |
| > ADSL.**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **None**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| **The time starts when a request  |                                   |
| is received by the CLEC and ends  |                                   |
| when the information on the loop  |                                   |
| qualification has been made       |                                   |
| available to the CLEC.**          |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **ADSL or other DSL as          |                                   |
| > determined by the Public        |                                   |
| > Utility Commission of Texas.**  |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **∑(Date and Time the Loop      | > **CLEC, All CLECs and SWBT.**   |
| > Qualification is made available |                                   |
| > to CLEC -- Date and Time the    |                                   |
| > CLEC request is received)/Total |                                   |
| > number of loop qualifications** |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity**                      |                                   |
+-----------------------------------+-----------------------------------+

##### 

#####  

**Maintenance**

+-----------------------------------+-----------------------------------+
| **10a. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Percent                         |                                   |
|  Missed Repair Commitments - POTS |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of trouble reports    |                                   |
| > not cleared by the commitment   |                                   |
| > time.**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes all disposition    |                                   |
|     code "13" reports (excludable |                                   |
|     reports) with the exception   |                                   |
|     of code 1316 unless the       |                                   |
|     report is taken prior to the  |                                   |
|     completion of the service     |                                   |
|     order.**                      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The negotiated commitment     |                                   |
| > date and time is established    |                                   |
| > when the repair report is       |                                   |
| > received. The cleared time is   |                                   |
| > the date and time that SWBT     |                                   |
| > personnel clear the repair      |                                   |
| > activity and complete the       |                                   |
| > trouble report. If this is      |                                   |
| > after the Commitment time, the  |                                   |
| > report is flagged as a 'Missed  |                                   |
| > Commitment'.**                  |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **POTS**                        |                                   |
|                                   |                                   |
| -   **Business class of service** |                                   |
|                                   |                                   |
| -   **Residence class of          |                                   |
|     service**                     |                                   |
|                                   |                                   |
| -   **Dispatch**                  |                                   |
|                                   |                                   |
| -   **No Dispatch**               |                                   |
|                                   |                                   |
|     **UNE Combo**                 |                                   |
|                                   |                                   |
| -   **Dispatch**                  |                                   |
|                                   |                                   |
| -   **No Dispatch**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of trouble reports not | > **Reported for CLEC, all CLECs  |
| > cleared by the commitment time  | > and SWBT**                      |
| > ÷ total trouble reports) \*     |                                   |
| > 100**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **POTS -- Parity with SWBT      |                                   |
| > Retail.**                       |                                   |
| >                                 |                                   |
| > **UNE Combo -- Parity with SWBT |                                   |
| > Business and Residence          |                                   |
| > combined.**                     |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **10b. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Percen                          |                                   |
| t Missed Repair Commitments - UNE |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of trouble reports    |                                   |
| > not cleared by the commitment   |                                   |
| > time for SWBT reasons.**        |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Specials and                |                                   |
|     Interconnection Trunks**      |                                   |
|                                   |                                   |
| -   **Excludes all UNE Combos     |                                   |
|     other than 8db loops with     |                                   |
|     test access.**                |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| **The commitment time is defined  |                                   |
| as 24 hours. If the cleared date  |                                   |
| and time minus the receive date   |                                   |
| and time \> 24 hours, it counts   |                                   |
| as a trouble report that missed   |                                   |
| the repair commitment. UNEs are   |                                   |
| selected based on a specific      |                                   |
| service code off of the circuit   |                                   |
| ID.**                             |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **"POTS type" loops (2-Wire       |                                   |
| Analog 8dB Loop) with test        |                                   |
| access**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of trouble reports not | > **Reported for each CLEC, all   |
| > cleared by the commitment time  | > CLECs and SWBT**                |
| > for company reasons ÷ total     |                                   |
| > trouble reports)**              |                                   |
|                                   |                                   |
| **\* 100**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity with SWBT POTS         |                                   |
| > Business and Residence          |                                   |
| > combined**                      |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **11a. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Percent Repeat Reports - POTS   |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of customer trouble   |                                   |
| > reports received within 10      |                                   |
| > calendar days of a previous     |                                   |
| > customer report.**              |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes subsequent         |                                   |
|     reports. A subsequent report  |                                   |
|     is one that is received while |                                   |
|     an existing repair report is  |                                   |
|     open**                        |                                   |
|                                   |                                   |
| -   **Excludes disposition code   |                                   |
|     "13" reports (excludable      |                                   |
|     reports) with the exception   |                                   |
|     of code 1316 unless the       |                                   |
|     report is taken prior to the  |                                   |
|     completion of the service     |                                   |
|     order.**                      |                                   |
|                                   |                                   |
| -   **Excludes reports caused by  |                                   |
|     customer provided equipment   |                                   |
|     (CPE) or wiring**             |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **Includes customer trouble     |                                   |
| > reports received within 10      |                                   |
| > calendar days of an original    |                                   |
| > customer report. When the       |                                   |
| > second report is received in 10 |                                   |
| > days, the original report is    |                                   |
| > marked as an Original of a      |                                   |
| > Repeat, and the second report   |                                   |
| > is marked as a Repeat. If a     |                                   |
| > third report is received within |                                   |
| > 10 days, the second report is   |                                   |
| > marked as an Original of a      |                                   |
| > Repeat as well as being a       |                                   |
| > Repeat, and the third report is |                                   |
| > marked as a Repeat. In this     |                                   |
| > case there would be two repeat  |                                   |
| > reports.**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **POTS**                        |                                   |
|                                   |                                   |
| -   **Business class of service** |                                   |
|                                   |                                   |
| -   **Residence class of          |                                   |
|     service**                     |                                   |
|                                   |                                   |
|     **UNE Combo - None**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Count of customer trouble     | > **Reported by CLEC, all CLECs   |
| > reports, not caused by CPE or   | > and SWBT**                      |
| > wiring and excluding subsequent |                                   |
| > reports, received within 10     |                                   |
| > calendar days of a previous     |                                   |
| > customer report ÷ total         |                                   |
| > customer trouble reports not    |                                   |
| > caused by CPE or wiring and     |                                   |
| > excluding subsequent reports)   |                                   |
| > \* 100**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **POTS -- Parity with SWBT      |                                   |
| > Retail.**                       |                                   |
| >                                 |                                   |
| > **UNE Combo -- Parity with SWBT |                                   |
| > Business and Residence          |                                   |
| > combined.**                     |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **11b. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Percent Repeat Reports - Design |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of network customer   |                                   |
| > trouble reports received within |                                   |
| > 30 calendar days of a previous  |                                   |
| > customer report.**              |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **UNE and Interconnection     |                                   |
|     Trunk**                       |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **Includes customer trouble     |                                   |
| > reports received within 30      |                                   |
| > calendar days of an original    |                                   |
| > customer report. When the       |                                   |
| > second report is received in 30 |                                   |
| > days, the original report is    |                                   |
| > marked as an Original of a      |                                   |
| > Repeat, and the second report   |                                   |
| > is marked as a Repeat. If a     |                                   |
| > third report is received within |                                   |
| > 30 days, The second report is   |                                   |
| > marked as an Original of a      |                                   |
| > Repeat as well as being a       |                                   |
| > Repeat, and the third report is |                                   |
| > marked as a Repeat. In this     |                                   |
| > case there would be two repeat  |                                   |
| > reports.**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **See Measurement 4b.**         |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Count of network customer     | > **Reported for CLEC, all CLECs  |
| > trouble reports received within | > and SWBT**                      |
| > 30 calendar days of a previous  |                                   |
| > customer report ÷ total network |                                   |
| > customer trouble reports) \*    |                                   |
| > 100**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity with SWBT Retail**     |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **11c. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Percent Repeat Reports - UNE    |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of network customer   |                                   |
| > trouble reports received within |                                   |
| > 30 calendar days of a previous  |                                   |
| > customer report.**              |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Specials and                |                                   |
|     Interconnection Trunks**      |                                   |
|                                   |                                   |
| -   **Excludes all UNE Combos     |                                   |
|     other than 8db loops with     |                                   |
|     test access.**                |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **Includes customer trouble     |                                   |
| > reports received within 30      |                                   |
| > calendar days of an original    |                                   |
| > customer report. When the       |                                   |
| > second report is received in 30 |                                   |
| > days, the original report is    |                                   |
| > marked as an Original of a      |                                   |
| > Repeat, and the second report   |                                   |
| > is marked as a Repeat. If a     |                                   |
| > third report is received within |                                   |
| > 10 days, the second report is   |                                   |
| > marked as an Original of a      |                                   |
| > Repeat as well as being a       |                                   |
| > Repeat, and the third report is |                                   |
| > marked as a Repeat. In this     |                                   |
| > case there would be two repeat  |                                   |
| > reports. If either the original |                                   |
| > or the second report within 30  |                                   |
| > days is a measured report, then |                                   |
| > the second report counts as a   |                                   |
| > Repeat report.**                |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **UNEs contained in the UNE price |                                   |
| schedule, and / or agreed to by   |                                   |
| the parties.**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Count of network customer     | > **Reported for CLEC, all CLECs  |
| > trouble reports received within | > and SWBT**                      |
| > 30 calendar days of a previous  |                                   |
| > customer report ÷ total network |                                   |
| > customer trouble reports) \*    |                                   |
| > 100**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **See Measurement 4c.**         |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **12a. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| #                                 |                                   |
|  Receipt To Clear Duration - POTS |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Average duration of customer  |                                   |
| > trouble reports from the        |                                   |
| > receipt of the customer trouble |                                   |
| > report to the time the trouble  |                                   |
| > report is cleared.**            |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes subsequent         |                                   |
|     reports. A subsequent report  |                                   |
|     is one that is received while |                                   |
|     an existing repair report is  |                                   |
|     open.**                       |                                   |
|                                   |                                   |
| -   **Excludes disposition code   |                                   |
|     "13" reports (excludable      |                                   |
|     reports) with the exception   |                                   |
|     of code 1316 unless the       |                                   |
|     report is taken prior to the  |                                   |
|     completion of the service     |                                   |
|     order.**                      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The clock starts on the date  |                                   |
| > and time SWBT receives a        |                                   |
| > trouble report. The clock stops |                                   |
| > on the date and time that SWBT  |                                   |
| > personnel clear the repair      |                                   |
| > activity and complete the       |                                   |
| > trouble report in WFA.**        |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **POTS**                        |                                   |
|                                   |                                   |
| -   **Business class of service** |                                   |
|                                   |                                   |
| -   **Residence class of          |                                   |
|     service**                     |                                   |
|                                   |                                   |
| -   **Dispatch**                  |                                   |
|                                   |                                   |
| -   **No Dispatch**               |                                   |
|                                   |                                   |
| -   **Affecting Service**         |                                   |
|                                   |                                   |
| -   **Out of Service**            |                                   |
|                                   |                                   |
|     **UNE Combo**                 |                                   |
|                                   |                                   |
| -   **Dispatch**                  |                                   |
|                                   |                                   |
| -   **No Dispatch**               |                                   |
|                                   |                                   |
| -   **Affecting Service**         |                                   |
|                                   |                                   |
| -   **Out of Service**            |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Σ\[(Date and time SWBT clears | > **Reported for POTS Resale      |
| > ticket with the CLEC ) - (Date  | > trouble reports by CLEC, all    |
| > and time ticket received)\] ÷   | > CLECs and SWBT**                |
| > Total customer trouble          |                                   |
| > reports**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **POTS -- Parity with SWBT      |                                   |
| > Retail.**                       |                                   |
| >                                 |                                   |
| > **UNE Combo -- Parity with SWBT |                                   |
| > Business and Residence          |                                   |
| > combined.**                     |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **12b. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Mean Time To Restore - Design   |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Average duration of network   |                                   |
| > customer trouble reports from   |                                   |
| > the receipt of the customer     |                                   |
| > trouble report to the time that |                                   |
| > the trouble report is           |                                   |
| > cleared.**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **UNE and Interconnection     |                                   |
|     Trunk**                       |                                   |
|                                   |                                   |
| -   **No Access time**            |                                   |
|                                   |                                   |
| -   **Delayed Maintenance time**  |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The start time is when the    |                                   |
| > customer report is received and |                                   |
| > the stop time is when the       |                                   |
| > report is closed in WFA.        |                                   |
| > Specials are selected based on  |                                   |
| > a specific service code off of  |                                   |
| > the circuit ID.**               |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| -   **Resold Specials - DDS, DS1, |                                   |
|     DS3, Voice Grade Private Line |                                   |
|     (VGPL), ISDN and any other    |                                   |
|     services available for        |                                   |
|     resale**                      |                                   |
|                                   |                                   |
| -   **UNE Loop and Port - ISDN    |                                   |
|     and other combinations**      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Σ\[(Date and time trouble     | > **Reported for CLEC, all CLECs  |
| > report is cleared with the      | > and SWBT**                      |
| > customer) - (date and time      |                                   |
| > trouble report is received)\] ÷ |                                   |
| > total network customer trouble  |                                   |
| > reports**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity with SWBT Retail**     |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **12c. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Mean Time To Restore - UNE      |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Average duration of network   |                                   |
| > customer trouble reports from   |                                   |
| > the receipt of the customer     |                                   |
| > trouble report to the time the  |                                   |
| > trouble report is cleared       |                                   |
| > excluding no access and delayed |                                   |
| > maintenance.**                  |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Specials and                |                                   |
|     Interconnection Trunks**      |                                   |
|                                   |                                   |
| -   **Excludes all UNE Combos     |                                   |
|     other than 8db loops with     |                                   |
|     test access.**                |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **The start time is when the    |                                   |
| > report is received. The stop    |                                   |
| > time is the stop time is when   |                                   |
| > the report is cleared in WFA.** |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **UNEs contained in the UNE price |                                   |
| schedule, and / or agreed to by   |                                   |
| the parties.**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Σ\[(Date and time trouble     | > **Reported for CLEC, all CLECs  |
| > report is cleared with the      | > and SWBT**                      |
| > customer) - (date and time      |                                   |
| > trouble report is received)\] ÷ |                                   |
| > total network customer trouble  |                                   |
| > reports**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **See Measurement 4c.**         |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **13a. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Trouble Report Rate - POTS      |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **The number of customer        |                                   |
| > trouble reports per 100         |                                   |
| > lines.**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes reports caused by  |                                   |
|     customer provided equipment   |                                   |
|     (CPE) or wiring**             |                                   |
|                                   |                                   |
| -   **Excludes all disposition    |                                   |
|     "13" reports (excludable      |                                   |
|     reports) with the exception   |                                   |
|     of code 1316 unless the       |                                   |
|     report is taken prior to the  |                                   |
|     completion of the service     |                                   |
|     order.**                      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **CLEC and SWBT repair reports  |                                   |
| > are entered into and tracked    |                                   |
| > via WFA. They are downloaded    |                                   |
| > nightly into LMOS. Reports are  |                                   |
| > counted in the month they post  |                                   |
| > to LMOS.**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **POTS**                        |                                   |
|                                   |                                   |
| -   **Business class of service** |                                   |
|                                   |                                   |
| -   **Residence class of          |                                   |
|     service**                     |                                   |
|                                   |                                   |
|     **UNE Combo - None**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **\[Total number of customer    | > **Reported for POTS Resale      |
| > trouble reports ÷ (total lines  | > trouble reports by CLEC, all    |
| > ÷100)\]**                       | > CLECs and SWBT**                |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **POTS -- Parity with SWBT      |                                   |
| > Retail.**                       |                                   |
| >                                 |                                   |
| > **UNE Combo -- Parity with SWBT |                                   |
| > Business and Residence          |                                   |
| > combined.**                     |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **13b. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Failure Frequency - Design      |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **The number of network         |                                   |
| > customer trouble reports within |                                   |
| > a calendar month per 100        |                                   |
| > circuits.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **UNE and Interconnection     |                                   |
|     Trunks**                      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **CLEC and SWBT repair reports  |                                   |
| > are entered into and tracked    |                                   |
| > via WFA. Reports are counted in |                                   |
| > the month they post.**          |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **See Measurement 4b.**           |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **\[Count of network trouble    | > **Reported for CLEC, all CLECs  |
| > reports ÷ (Total Resold         | > and SWBT**                      |
| > circuits ÷100)\]**              |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Parity with SWBT Retail**     |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **13c. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| # Trouble Report Rate - UNE       |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **The number of network         |                                   |
| > customer trouble reports within |                                   |
| > a calendar month per 100        |                                   |
| > UNEs.**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| -   **Specials and                |                                   |
|     Interconnection Trunks**      |                                   |
|                                   |                                   |
| -   **Excludes Non-measured       |                                   |
|     reports (CPE, Interexchange,  |                                   |
|     and Information reports)**    |                                   |
|                                   |                                   |
| -   **Excludes UNE Combos         |                                   |
|     captured in the POTS or       |                                   |
|     Specials measurements**       |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| > **Repair reports are entered    |                                   |
| > into and tracked via WFA.       |                                   |
| > Reports are counted in the      |                                   |
| > month they post.**              |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **UNEs contained in the UNE price |                                   |
| schedule, and / or agreed to by   |                                   |
| the parties.**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **\[Count of network trouble    | > **Reported for CLEC, all CLECs  |
| > reports ÷ (Total UNEs ÷         | > and SWBT**                      |
| > 100)\]**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **See Measurement 4c.**         |                                   |
+-----------------------------------+-----------------------------------+

**Interconnection**

+-----------------------------------+-----------------------------------+
| **14. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Ave                             |                                   |
| rage Trunk Restoration Interval f |                                   |
| or Service Affecting Trunk Groups |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **The average time to restore   |                                   |
| > service affecting trunk         |                                   |
| > groups.**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **None**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **Service affecting is defined  |                                   |
| > as 20% of a trunk group         |                                   |
| > out-of-service that causes      |                                   |
| > trunk group blockage. The clock |                                   |
| > starts on receipt of a trouble  |                                   |
| > ticket from the CLEC that       |                                   |
| > identifies a service affecting  |                                   |
| > condition. The clock stops      |                                   |
| > after completion of work by     |                                   |
| > SWBT.**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| -   **Tandem trunk groups.**      |                                   |
|                                   |                                   |
| -   **Non-Tandem trunk groups.**  |                                   |
|                                   |                                   |
| -   **By Market Region.**         |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **Total trunk group outage time | > **Reported for CLEC, all CLECs  |
| > / total trunk group trouble     | > and SWBT.**                     |
| > reports**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Tandem trunk groups -- 1 hour |                                   |
| > / Non-Tandem -- 2 hours.**      |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **15. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Percent Trunk Blockage          |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of calls blocked on   |                                   |
| > outgoing traffic from SWBT end  |                                   |
| > office to CLEC end office and   |                                   |
| > from SWBT tandem to CLEC end    |                                   |
| > office**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **None.**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| Blocked calls and total calls are |                                   |
| gathered during the official      |                                   |
| study week each month. This week  |                                   |
| is chosen from a pre-determined   |                                   |
| schedule.                         |                                   |
|                                   |                                   |
| **No penalties or liquidated      |                                   |
| damages apply:**                  |                                   |
|                                   |                                   |
| -   **If CLECs have trunks        |                                   |
|     busied-out for maintenance at |                                   |
|     their end, or if they have    |                                   |
|     other network problems which  |                                   |
|     are under their control.**    |                                   |
|                                   |                                   |
| -   **SWBT is ready for turn-up   |                                   |
|     on Due Date and CLEC is not   |                                   |
|     ready or not available for    |                                   |
|     turn-up of trunks.**          |                                   |
|                                   |                                   |
| -   **If CLEC does not take       |                                   |
|     action upon receipt of Trunk  |                                   |
|     Group Service Request (TGSR)  |                                   |
|     or ASR within 3 days when a   |                                   |
|     Call Blocking situation is    |                                   |
|     identified by SWBT or in the  |                                   |
|     timeframe specified in the    |                                   |
|     ICA.**                        |                                   |
|                                   |                                   |
| -   **If CLEC fails to provide a  |                                   |
|     forecast.**                   |                                   |
|                                   |                                   |
| -   **If CLECs actual trunk       |                                   |
|     usage, as shown by SWBT from  |                                   |
|     traffic usage studies, is     |                                   |
|     more than 25% above CLEC's    |                                   |
|     most recent forecast, which   |                                   |
|     must have been provided       |                                   |
|     within the last six-months    |                                   |
|     unless a different timeframe  |                                   |
|     is specified in an            |                                   |
|     interconnection agreement**   |                                   |
|                                   |                                   |
| > **The exclusions do not apply   |                                   |
| > if SWBT fails to timely provide |                                   |
| > CLEC with traffic utilization   |                                   |
| > data reasonably required for    |                                   |
| > CLEC to develop its forecast or |                                   |
| > if SWBT refuses to accept CLEC  |                                   |
| > trunk orders (ASRs or TGSRs)    |                                   |
| > that are within the CLEC's      |                                   |
| > reasonable forecast regardless  |                                   |
| > of what the current usage data  |                                   |
| > is.**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| -   **The SWBT end office to CLEC |                                   |
|     end office and SWBT tandem to |                                   |
|     CLEC end office trunk         |                                   |
|     blockage will be reported     |                                   |
|     separately**                  |                                   |
|                                   |                                   |
| -   **By Market Region**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of blocked calls ÷     | > **Reported for CLEC, all CLECs  |
| > total calls offered) \* 100**   | > and SWBT**                      |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **Dedicated Trunk Groups not to |                                   |
| > exceed blocking standard of     |                                   |
| > B.01.**                         |                                   |
+-----------------------------------+-----------------------------------+

**Local Number Portability**

+-----------------------------------+-----------------------------------+
| **16. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Percentage of Premature D       |                                   |
| isconnects (Coordinated Cutovers) |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percentage of coordinated     |                                   |
| > cutovers where SWBT prematurely |                                   |
| > disconnects the customer prior  |                                   |
| > to the scheduled conversion.**  |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **None**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **A premature disconnect occurs |                                   |
| > any time SWBT disconnects the   |                                   |
| > CLEC customer prior to the CLEC |                                   |
| > being on line.**                |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| > **None**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of prematurely         | > **Reported by CLEC and all      |
| > disconnected customers ÷ total  | > CLECs disaggregated by INP and  |
| > coordinated conversion          | > INP with UNE loop.**            |
| > customers) \* 100**             |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **2% or less premature          |                                   |
| > disconnects starting 10 minutes |                                   |
| > before scheduled time.**        |                                   |
+-----------------------------------+-----------------------------------+

###### Collocation

+-----------------------------------+-----------------------------------+
| **17. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Per                             |                                   |
| cent Missed Collocation Due Dates |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **The percent of SWBT caused    |                                   |
| > missed due dates for            |                                   |
| > Collocation projects.**         |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **None**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **The clock starts when SWBT    |                                   |
| > receives, in compliance with    |                                   |
| > the approved tariff, payment    |                                   |
| > and return of proposed layout   |                                   |
| > for space as specified in the   |                                   |
| > application form from the CLEC  |                                   |
| > and the clock stops when the    |                                   |
| > collocation cage is complete    |                                   |
| > and ready for CLEC occupancy.   |                                   |
| > Due Date Extensions will be     |                                   |
| > extended when mutually agreed   |                                   |
| > to by SWBT and the CLEC, or     |                                   |
| > when a CLEC fails to complete   |                                   |
| > work items for which they are   |                                   |
| > responsible in the allotted     |                                   |
| > time frame. The extended due    |                                   |
| > date will be calculated by      |                                   |
| > adding to the original due date |                                   |
| > the number of calendar days     |                                   |
| > that the CLEC was late in       |                                   |
| > performing said work items.     |                                   |
| > Work items include but are not  |                                   |
| > limited to:**                   |                                   |
|                                   |                                   |
| -   **CLEC return to SWBT         |                                   |
|     corrected and complete floor  |                                   |
|     plan drawings**               |                                   |
|                                   |                                   |
| -   **CLEC placement of required  |                                   |
|     component(s)**                |                                   |
|                                   |                                   |
| -   **If the business rules and   |                                   |
|     tariff are inconsistent, the  |                                   |
|     terms of the tariff will      |                                   |
|     apply.**                      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Levels of Disaggregation:** |                                   |
+-----------------------------------+-----------------------------------+
| **Physical, virtual, cageless and |                                   |
| additions**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(count of number of SWBT      | > **Reported for individual CLEC  |
| > caused missed due dates for     | > and all CLECs**                 |
| > physical collocation facilities |                                   |
| > ÷ total number of physical      |                                   |
| > collocation projects) \* 100**  |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **95% within the due date.      |                                   |
| > Damages and Assessments will be |                                   |
| > calculated based on the number  |                                   |
| > of days late.**                 |                                   |
+-----------------------------------+-----------------------------------+

**Billing**

+-----------------------------------+-----------------------------------+
| **18. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Bi                              |                                   |
| lling Timeliness (Wholesale Bill) |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Billing Timeliness measures   |                                   |
| > the length of time from the     |                                   |
| > billing date to the time it is  |                                   |
| > sent or transmitted (made       |                                   |
| > available) to the CLECs.**      |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Excludes Weekends and         |                                   |
| > Holidays**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **The transmission date is used |                                   |
| > to gather the data for the      |                                   |
| > reporting period. The           |                                   |
| > measurement counts the number   |                                   |
| > of workdays between the bill    |                                   |
| > day and transmission date for   |                                   |
| > each bill.**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| **None**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Count of bills transmitted   | > **Reported for CLEC and all     |
| > on time ÷ total number of bills | > CLECs**                         |
| > released) \* 100**              |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **95% within 6^th^ workday**    |                                   |
+-----------------------------------+-----------------------------------+

**OSS**

+-----------------------------------+-----------------------------------+
| **19. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # OSS Interface Availability      |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percent of time OSS interface |                                   |
| > is available compared to        |                                   |
| > scheduled availability.**       |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **None**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **The total "number of hours    |                                   |
| > functionality to be available"  |                                   |
| > is the cumulative number of     |                                   |
| > hours (by date and time on a 24 |                                   |
| > hour clock) over which SWBT     |                                   |
| > plans to offer and support CLEC |                                   |
| > access to SWBT's operational    |                                   |
| > support systems (OSS)           |                                   |
| > functionality during the        |                                   |
| > reporting period. "Hours        |                                   |
| > Functionality is Available" is  |                                   |
| > the actual number of hours,     |                                   |
| > during scheduled available      |                                   |
| > time, that the SWBT interface   |                                   |
| > is capable of accepting or      |                                   |
| > receiving CLEC transactions or  |                                   |
| > data files for processing       |                                   |
| > through the interface and       |                                   |
| > supporting operational support  |                                   |
| > systems (OSS). The actual time  |                                   |
| > available is divided by the     |                                   |
| > scheduled time available and    |                                   |
| > then multiplied by 100 to       |                                   |
| > produce the "percent system     |                                   |
| > availability" measure. SWBT     |                                   |
| > will not schedule normal        |                                   |
| > maintenance during business     |                                   |
| > hours (8 am. to 5:30 PM. Monday |                                   |
| > through Friday).**              |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| -   **None**                      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **((Hours functionality is      | > **Reported on an aggregate CLEC |
| > available during the scheduled  | > basis by interface e.g. EASE,   |
| > available hours ) ÷ Scheduled   | > DATAGATE, VERIGATE, LEX, EDI    |
| > system available hours)) \*     | > and TOOLBAR. The RAF will be    |
| > 100**                           | > reported on an individual CLECs |
|                                   | > basis**                         |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| > **99%**                         |                                   |
+-----------------------------------+-----------------------------------+

**Interconnection**

+-----------------------------------+-----------------------------------+
| **20. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # Common Transport Trunk Blockage |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **Percentage of local common    |                                   |
| > transport trunk groups          |                                   |
| > exceeding 2% blockage.**        |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions:**                   |                                   |
+-----------------------------------+-----------------------------------+
| > **No data is collected on       |                                   |
| > weekends**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **Blocked calls and total calls |                                   |
| > are gathered during the         |                                   |
| > official study week each        |                                   |
| > month.**                        |                                   |
| >                                 |                                   |
| > **This week is chosen from a    |                                   |
| > pre-determined schedule.**      |                                   |
+-----------------------------------+-----------------------------------+
| **Levels of Disaggregation:**     |                                   |
+-----------------------------------+-----------------------------------+
| -   **Common trunk groups where   |                                   |
|     CLECs share ILEC trunks, and  |                                   |
|     Common trunk groups for CLECs |                                   |
|     not shared by ILEC.**         |                                   |
|                                   |                                   |
| -   **By Market Region.**         |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| > **(Number of common transport   | > **Reported on local common      |
| > trunk groups exceeding 2%       | > transport trunk groups.**       |
| > blocking ÷ total common         |                                   |
| > transport trunk groups) \*      |                                   |
| > 100.**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **3% Blockage**                   |                                   |
+-----------------------------------+-----------------------------------+

####### 

Attachment A-2b

## SBC/AMERITECH PERFORMANCE MEASUREMENT BUSINESS RULES

**(CALIFORNIA AND NEVADA)**

OSS

+-----------------------------------+-----------------------------------+
| **1. Measurement**                |                                   |
+-----------------------------------+-----------------------------------+
| **Average FOC/LSC Notice          |                                   |
| Interval**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Average time from receipt of a  |                                   |
| service request to returning a    |                                   |
| Firm Order Confirmation           |                                   |
| (FOC)/Local Service Confirmation  |                                   |
| (LSC).**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes non-business       |                                   |
|     days.**                       |                                   |
|                                   |                                   |
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **The start time of requests  |                                   |
|     received after the end of the |                                   |
|     business day will be the      |                                   |
|     beginning of the next         |                                   |
|     business day. Business day is |                                   |
|     defined as published hours of |                                   |
|     operation or the ILEC         |                                   |
|     ordering center.**            |                                   |
|                                   |                                   |
| -   **Business days (M-F,         |                                   |
|     excluding PB/NB official      |                                   |
|     holidays)**                   |                                   |
|                                   |                                   |
| -   **Business hours:**           |                                   |
|                                   |                                   |
| > **Resale/Retail 8 a.m. to 5     |                                   |
| > p.m.**                          |                                   |
| >                                 |                                   |
| > **Facility based 8 a.m. to 5    |                                   |
| > p.m.**                          |                                   |
|                                   |                                   |
| -   **Excludes non-business       |                                   |
|     days.**                       |                                   |
|                                   |                                   |
| -   **Elapsed time calculated in  |                                   |
|     hours.**                      |                                   |
|                                   |                                   |
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
|                                   |                                   |
| -   **If UNE and PNP occur on the |                                   |
|     same service order, UNE used  |                                   |
|     for reporting the measure.**  |                                   |
|                                   |                                   |
| -   **Report period is calendar   |                                   |
|     month.**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Electronically              |                                   |
|     received/electronically       |                                   |
|     handled**                     |                                   |
|                                   |                                   |
| -   **Electronically              |                                   |
|     received/manually handled**   |                                   |
|                                   |                                   |
| -   **Manually received/manually  |                                   |
|     handled**                     |                                   |
|                                   |                                   |
| -   **Service Group Type**        |                                   |
|                                   |                                   |
| -   **Interconnection trunks by   |                                   |
|     New and Augment**             |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **Mechanized:**                   | # Needs to be reported by:        |
|                                   |                                   |
| **Sum ((Date and Time of FOC/LSC) | -   **CLEC**                      |
| -- (Business Date and Time of     |                                   |
| Receipt of Valid Service          | -   **CLECs in the aggregate**    |
| Request)) / (Number of FOCs/LSCs  |                                   |
| Sent in Reporting Period)**       | -   **ILEC Affiliates**           |
|                                   |                                   |
| **Manual:**                       |                                   |
|                                   |                                   |
| **Sum ((Fax Date and Time         |                                   |
| Returned) -- (Business Date and   |                                   |
| Time receipt of valid fax service |                                   |
| request)) / (Number of Faxes      |                                   |
| Submitted in Reporting period)**  |                                   |
|                                   |                                   |
| **Held and Denied Interconnection |                                   |
| Trunk Requests:**                 |                                   |
|                                   |                                   |
| **Sum (Date Request is Released)  |                                   |
| -- (Date Request is Originally    |                                   |
| Received) / (Number of Requests   |                                   |
| Held and Released)**              |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| Fully electronic flow through:    |                                   |
| Average 20 minutes                |                                   |
|                                   |                                   |
| **Electronically                  |                                   |
| received/manually handled:        |                                   |
| Average 6 hours**                 |                                   |
|                                   |                                   |
| **Manually received/manually      |                                   |
| handled: Average 12 hours**       |                                   |
|                                   |                                   |
| **Interconnection Trunks Standard |                                   |
| --**                              |                                   |
|                                   |                                   |
| -   **Average 7 days (New)**      |                                   |
|                                   |                                   |
| -   **Average 4 days (Augment)**  |                                   |
|                                   |                                   |
| -   **Held and denied requests -- |                                   |
|     average interval (diagnostic  |                                   |
|     only)**                       |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **2. Measurement**                |                                   |
+-----------------------------------+-----------------------------------+
| **Average Response Time (to       |                                   |
| Pre-Order Queries)**              |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **The response interval for each  |                                   |
| pre-ordering query is determined  |                                   |
| by computing the elapsed time     |                                   |
| from the ILEC receipt of the      |                                   |
| query from the CLEC, whether or   |                                   |
| not syntactically correct, to the |                                   |
| time the ILEC returns the         |                                   |
| requested data to the CLEC.**     |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| **None**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **The start time of requests  |                                   |
|     received after the end of the |                                   |
|     business day will be the      |                                   |
|     beginning of the next         |                                   |
|     business day. Business day is |                                   |
|     defined as published hours of |                                   |
|     operation or the ILEC         |                                   |
|     ordering center.**            |                                   |
|                                   |                                   |
| -   **Business days (M-F,         |                                   |
|     excluding PB/NB official      |                                   |
|     holidays)**                   |                                   |
|                                   |                                   |
| -   **Business hours:**           |                                   |
|                                   |                                   |
| > **Resale/Retail 8 a.m. to 5     |                                   |
| > p.m.**                          |                                   |
| >                                 |                                   |
| > **Facility based 8 a.m. to 5    |                                   |
| > p.m.**                          |                                   |
|                                   |                                   |
| -   **System hours as published   |                                   |
|     currently available 20 hours  |                                   |
|     per day, 7 days per week.**   |                                   |
|                                   |                                   |
| -   **Elapsed time calculated in  |                                   |
|     seconds.**                    |                                   |
|                                   |                                   |
| -   **By the following            |                                   |
|     requests:**                   |                                   |
|                                   |                                   |
| -   **Address                     |                                   |
|     verification/Dispatch         |                                   |
|     required**                    |                                   |
|                                   |                                   |
| -   **Facility availability**     |                                   |
|                                   |                                   |
| -   **Request for telephone       |                                   |
|     number**                      |                                   |
|                                   |                                   |
| -   **Request for customer        |                                   |
|     service record**              |                                   |
|                                   |                                   |
| -   **Service availability**      |                                   |
|                                   |                                   |
| -   **Service appointment         |                                   |
|     scheduling (due date)**       |                                   |
|                                   |                                   |
| -   **Rejected/Failed inquiries** |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **By interface type including |                                   |
|     fax.**                        |                                   |
|                                   |                                   |
| -   **By query type.**            |                                   |
|                                   |                                   |
| -   **By the following request    |                                   |
|     types:**                      |                                   |
|                                   |                                   |
| -   **Address                     |                                   |
|     verification/Dispatch         |                                   |
|     required**                    |                                   |
|                                   |                                   |
| -   **Facility availability**     |                                   |
|                                   |                                   |
| -   **Request for telephone       |                                   |
|     number**                      |                                   |
|                                   |                                   |
| -   **Request for customer        |                                   |
|     service record**              |                                   |
|                                   |                                   |
| -   **Service availability**      |                                   |
|                                   |                                   |
| -   **Service appointment         |                                   |
|     scheduling (due date)**       |                                   |
|                                   |                                   |
| -   **Rejected/Failed inquiries** |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **[OSS Interface Transaction      | # Needs to be reported by:        |
| Time]{.underline}**               |                                   |
|                                   | -   **CLEC**                      |
| **Sum ((Query Submission Date and |                                   |
| Time to Legacy System Access) --  | -   **CLECs in the aggregate**    |
| (Query Submission Date and Time   |                                   |
| to OSS Interface) + (Query        | -   **ILEC**                      |
| Response Date and Time to CLEC)   |                                   |
| -- (Query Response Date and Time  | -   **ILEC Affiliates**           |
| from Legacy System Access)) /     |                                   |
| (Number of Queries Submitted in   |                                   |
| Reporting Period)**               |                                   |
|                                   |                                   |
| **Legacy System Transaction       |                                   |
| Time**                            |                                   |
|                                   |                                   |
| **Sum ((Query Response Date and   |                                   |
| Time from Legacy System) --       |                                   |
| (Query Submission Date and Time   |                                   |
| to Legacy System)) / (Number of   |                                   |
| Queries Submitted in Reporting    |                                   |
| Period)**                         |                                   |
|                                   |                                   |
| **Manual: (CSRs only)**           |                                   |
|                                   |                                   |
| **(# of CSR's Returned within 4   |                                   |
| Business Hours) / (# of CSRs      |                                   |
| Returned) x 100**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Mechanized:**               |                                   |
|                                   |                                   |
| -   Interface transaction time:   |                                   |
|     Benchmark to be determined    |                                   |
|     October 1999.                 |                                   |
|                                   |                                   |
| -   **Legacy System time:         |                                   |
|     Parity**                      |                                   |
|                                   |                                   |
| -   **Manual:**                   |                                   |
|                                   |                                   |
| -   **CSRs Standard -- 95% in 4   |                                   |
|     hours**                       |                                   |
|                                   |                                   |
| -   **Facilities Availability     |                                   |
|     Inquiries (K1023)**           |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **3. Measurement**                |                                   |
+-----------------------------------+-----------------------------------+
| **Percentage of Flow-Through      |                                   |
| Orders**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the percentage of      |                                   |
| mechanized service requests       |                                   |
| processed on a flow through       |                                   |
| basis.**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Report period is a calendar |                                   |
|     month.**                      |                                   |
|                                   |                                   |
| -   **From receipt to FOC is      |                                   |
|     considered flow-through for   |                                   |
|     this measure.**               |                                   |
|                                   |                                   |
| -   **SGT (Service Group          |                                   |
|     Type)/SOT (Service Order      |                                   |
|     Type) aggregate data includes |                                   |
|     all service group/service     |                                   |
|     order combinations received   |                                   |
|     electronically.**             |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **All orders received             |                                   |
| electronically:**                 |                                   |
|                                   |                                   |
| -   **Reported for all            |                                   |
|     electronically received       |                                   |
|     orders by:**                  |                                   |
|                                   |                                   |
| > **Percent of orders that flow   |                                   |
| > through**                       |                                   |
| >                                 |                                   |
| > **Aggregate Service Group Type  |                                   |
| > (SGT)/Service Order Type        |                                   |
| > (SOT)**                         |                                   |
|                                   |                                   |
| -   **Reported for all orders     |                                   |
|     programmed to flow through    |                                   |
|     by:**                         |                                   |
|                                   |                                   |
| > **Percent of programmed orders  |                                   |
| > that flow through**             |                                   |
| >                                 |                                   |
| > **Service Group Type            |                                   |
| > (SGT)/Service Order Type(SOT)** |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **((Number of valid mechanized    | -   **Needs to be reported by:**  |
| orders that flow-through without  |                                   |
| manual intervention) / (Total     | -   **CLEC**                      |
| valid mechanized service orders)  |                                   |
| x 100**                           | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Diagnostic only; benchmark to   |                                   |
| be determined by CPUC.**          |                                   |
+-----------------------------------+-----------------------------------+

Provisioning

+-----------------------------------+-----------------------------------+
| **4a. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Percent of Due Dates Missed -   |                                   |
| POTS**                            |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Percent of new, move, and       |                                   |
| change orders where installation  |                                   |
| was not completed by the due      |                                   |
| date.**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Excludes non-business days**    |                                   |
|                                   |                                   |
| Excludes CLEC caused misses.      |                                   |
|                                   |                                   |
| **Excludes customer caused        |                                   |
| misses**                          |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     customer reasons, the order   |                                   |
|     should be excluded from this  |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     company reasons, the order    |                                   |
|     should be included in this    |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| -   **Report period is a calendar |                                   |
|     month**                       |                                   |
|                                   |                                   |
| -   **The start time of requests  |                                   |
|     received after the end of the |                                   |
|     business day will be the      |                                   |
|     beginning of the next         |                                   |
|     business day. Business day is |                                   |
|     defined as published hours of |                                   |
|     operation or the ILEC         |                                   |
|     ordering center.**            |                                   |
|                                   |                                   |
| -   **Business days (M-F,         |                                   |
|     excluding PB/NB official      |                                   |
|     holidays)**                   |                                   |
|                                   |                                   |
| -   **Business hours:**           |                                   |
|                                   |                                   |
| > **Resale/Retail 8 a.m. to 5     |                                   |
| > p.m.**                          |                                   |
| >                                 |                                   |
| > **Facility based 8 a.m. to 5    |                                   |
| > p.m.**                          |                                   |
|                                   |                                   |
| -   **Excludes non-business       |                                   |
|     days.**                       |                                   |
|                                   |                                   |
| -   **Excludes CLEC caused        |                                   |
|     misses.**                     |                                   |
|                                   |                                   |
| -   **Excludes end customer       |                                   |
|     caused misses.**              |                                   |
|                                   |                                   |
| -   **Due date is defined as      |                                   |
|     original due date or final    |                                   |
|     due date if the original due  |                                   |
|     date was missed due to        |                                   |
|     customer reasons.**           |                                   |
|                                   |                                   |
| -   **Data is to be reported by   |                                   |
|     Field Work/No Field Work**    |                                   |
|                                   |                                   |
| -   **Results reported by Missed  |                                   |
|     Appointment (MAC) reason      |                                   |
|     codes as diagnostic data.**   |                                   |
|                                   |                                   |
| -   **"T" orders are considered   |                                   |
|     "New" orders for purposes of  |                                   |
|     the report.**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **POTS Residence/Business**       |                                   |
|                                   |                                   |
| **Field Work/No Field Work as     |                                   |
| appropriate**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total Number of Missed Due Dates | # Needs to be reported by:        |
| Due to ILEC Reasons for New, Move |                                   |
| and Change Orders / Total Number  | -   **CLEC**                      |
| of New, Move and Change Orders) x |                                   |
| 100                               | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **4b. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Percent of Due Dates Missed -   |                                   |
| Design**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Percent of new, move, and       |                                   |
| change orders where installation  |                                   |
| was not completed by the due      |                                   |
| date.**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Excludes non-business days.**   |                                   |
|                                   |                                   |
| Excludes CLEC caused misses.      |                                   |
|                                   |                                   |
| **Excludes customer caused        |                                   |
| misses**                          |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     customer reasons, the order   |                                   |
|     should be excluded from this  |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     company reasons, the order    |                                   |
|     should be included in this    |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Report period is a calendar |                                   |
|     month**                       |                                   |
|                                   |                                   |
| -   **The start time of requests  |                                   |
|     received after the end of the |                                   |
|     business day will be the      |                                   |
|     beginning of the next         |                                   |
|     business day. Business day is |                                   |
|     defined as published hours of |                                   |
|     operation or the ILEC         |                                   |
|     ordering center.**            |                                   |
|                                   |                                   |
| -   **Business days (M-F,         |                                   |
|     excluding PB/NB official      |                                   |
|     holidays)**                   |                                   |
|                                   |                                   |
| -   **Business hours:**           |                                   |
|                                   |                                   |
| > **Resale/Retail 8 a.m. to 5     |                                   |
| > p.m.**                          |                                   |
| >                                 |                                   |
| > **Facility based 8 a.m. to 5    |                                   |
| > p.m**                           |                                   |
|                                   |                                   |
| -   **Excludes non-business       |                                   |
|     days.**                       |                                   |
|                                   |                                   |
| -   **Excludes CLEC caused        |                                   |
|     misses.**                     |                                   |
|                                   |                                   |
| -   **Excludes end customer       |                                   |
|     caused misses.**              |                                   |
|                                   |                                   |
| -   **Due date is defined as      |                                   |
|     original due date or final    |                                   |
|     due date if the original due  |                                   |
|     date was missed due to        |                                   |
|     customer reasons.**           |                                   |
|                                   |                                   |
| -   **Results need to be reported |                                   |
|     by Missed Appointment (MAC)   |                                   |
|     reason codes as diagnostic    |                                   |
|     data.**                       |                                   |
|                                   |                                   |
| -   **"T" orders are considered   |                                   |
|     "New" orders for purposes of  |                                   |
|     the report.**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **ISDN BRI**                      |                                   |
|                                   |                                   |
| **CENTREX**                       |                                   |
|                                   |                                   |
| **PBX**                           |                                   |
|                                   |                                   |
| **DDS**                           |                                   |
|                                   |                                   |
| **DS1/ISDN PRI**                  |                                   |
|                                   |                                   |
| **DS3**                           |                                   |
|                                   |                                   |
| **VGPL/DS0**                      |                                   |
|                                   |                                   |
| **Field Work/No Field Work as     |                                   |
| appropriate**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total Number of Missed Due Dates | # Needs to be reported by:        |
| Due to ILEC Reasons for New, Move |                                   |
| and Change Orders / Total Number  | -   **CLEC**                      |
| of New, Move and Change Orders) x |                                   |
| 100                               | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **4c. Measurement**                                                   |
+-----------------------------------------------------------------------+
| **Percent of Due Dates Missed - UNE**                                 |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Percent of new, move, and change orders where installation was not  |
| completed by the due date.**                                          |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| **Excludes non-business days.**                                       |
|                                                                       |
| Excludes CLEC caused misses.                                          |
|                                                                       |
| **Excludes end customer caused misses**                               |
|                                                                       |
| -   **If the original due date on an order is missed due to customer  |
|     reasons, the order should be excluded from this measure,          |
|     regardless if there are future misses on the order (company or    |
|     customer).**                                                      |
|                                                                       |
| -   **If the original due date on an order is missed due to company   |
|     reasons, the order should be included in this measure, regardless |
|     if there are future misses on the order (company or customer).**  |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Report period is a calendar month.**                            |
|                                                                       |
| -   **The start time of requests received after the end of the        |
|     business day will be the beginning of the next business day.      |
|     Business day is defined as published hours of operation or the    |
|     ILEC ordering center.**                                           |
|                                                                       |
| -   **Business days (M-F, excluding PB/NB official holidays)**        |
|                                                                       |
| -   **Business hours:**                                               |
|                                                                       |
| > **Resale/Retail 8 a.m. to 5 p.m.**                                  |
| >                                                                     |
| > **Facility based 8 a.m. to 5 p.m.**                                 |
|                                                                       |
| -   **Excludes non-business days.**                                   |
|                                                                       |
| -   **Excludes CLEC caused misses.**                                  |
|                                                                       |
| -   **Excludes end customer caused misses.**                          |
|                                                                       |
| -   **Due date is defined as original due date or final due date if   |
|     the original due date was missed due to customer reasons.**       |
|                                                                       |
| -   **XDSL loops will be identified by class of service + NC/NCI code |
|     and/or class of service + DSL reference in the S&E section of     |
|     service order.**                                                  |
|                                                                       |
| -   **Data is to be reported by Field Work/No Field Work**            |
|                                                                       |
| -   **Results need to be reported by Missed Appointment (MAC) reason  |
|     codes as diagnostic data.**                                       |
|                                                                       |
| -   **Subsequent MAC codes need to be retained but not reported.**    |
|                                                                       |
| -   **"T" orders are considered "New" orders for purposes of the      |
|     report.**                                                         |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for UNE measured**       | **Pacific Bell/Nevada Bell        |
|                                   | Retail**                          |
| **for the following UNEs:**       |                                   |
|                                   | **POTS - Business (fielded)**     |
| **2/4w (8db) analog loop**        |                                   |
|                                   | **POTS Business Assured (PBX)**   |
| **(incl. Coin/analog, PBX)**      |                                   |
|                                   | **ISDN(BRI)**                     |
| **2/4w (5.5 db) assured analog    |                                   |
| loop**                            | **ADSL**                          |
|                                   |                                   |
| **2w digital loop(ISDN capable)** | **DS1**                           |
|                                   |                                   |
| **2w digital loop(xDSL capable)** | **POTS - Business (fielded)**     |
|                                   |                                   |
| **4w digital loop (1.544Mbps      | **CENTREX**                       |
| capable)**                        |                                   |
|                                   | **CENTREX**                       |
| **UNE Port--Basic Analog/Coin**   |                                   |
|                                   | **DS1/ISDN(PRI)**                 |
| **UNE Port--CENTREX**             |                                   |
|                                   | **PBX DID**                       |
| **UNE Port--ISDN (BRI)**          |                                   |
|                                   | **HICAP (DS1 & DS3)**             |
| **UNE Port--DS1/ISDN-PRI**        |                                   |
|                                   | **Analogous Retail Service**      |
| **(incl. DS1 line port)**         |                                   |
|                                   | **ILEC Dedicated Trunks**         |
| **UNE Port--PBX DID**             |                                   |
|                                   |                                   |
| **UNE Dedicated Transport**       |                                   |
|                                   |                                   |
| **(incl.DS1 and DS3)**            |                                   |
|                                   |                                   |
| **UNE Platform**                  |                                   |
|                                   |                                   |
| **Interconnection Trunks**        |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total Number of Missed Due Dates | # Needs to be reported by:        |
| Due to ILEC Reasons for New, Move |                                   |
| and Change Orders / Total Number  | -   **CLEC**                      |
| of New, Move and Change Orders) x |                                   |
| 100                               | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **4d. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| # A                               |                                   |
| verage Completion Notice Interval |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the average time per   |                                   |
| order to issue notification to    |                                   |
| CLEC of a completed order.**      |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes weekends and ILEC  |                                   |
|     published holidays.**         |                                   |
|                                   |                                   |
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Report period is a calendar |                                   |
|     month.**                      |                                   |
|                                   |                                   |
| -   **24 hour clock is used to    |                                   |
|     measure interval for all      |                                   |
|     interfaces other than LEX,    |                                   |
|     EDI.**                        |                                   |
|                                   |                                   |
| -   **Excludes weekends and ILEC  |                                   |
|     published holidays.**         |                                   |
|                                   |                                   |
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Fully electronic orders that    |                                   |
| flow through (LEX, EDI)**         |                                   |
|                                   |                                   |
| **All interface types**           |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **Fully Electronic:**             | # Needs to be reported by:        |
|                                   |                                   |
| Sum ((Date and Time of Completion | -   **CLEC**                      |
| Notification to CLEC) -- (Date    |                                   |
| and Time of Work Completion)) /   | -   **CLECs in the aggregate**    |
| (Number of Service Orders         |                                   |
| Completed)                        | -   **ILEC Affiliates**           |
|                                   |                                   |
|                                   | -   **By all interface types.**   |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Fully electronic (orders that   |                                   |
| flow through) (LEX, EDI) -**      |                                   |
|                                   |                                   |
| Benchmark Standard:               |                                   |
|                                   |                                   |
| > **Average 20 minutes**          |                                   |
|                                   |                                   |
| **All other interfaces**          |                                   |
|                                   |                                   |
| > **Benchmark Standard:**         |                                   |
|                                   |                                   |
| 90% within 24 hours (1 business   |                                   |
| day)                              |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **5a. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Percentage Troubles in 30 Days  |                                   |
| for New Orders - POTS**           |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the percent of network |                                   |
| customer trouble reports received |                                   |
| within 30 calendar days of        |                                   |
| service order completion.**       |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes troubles           |                                   |
|     associated with inside        |                                   |
|     wire.**                       |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes informational type |                                   |
|     of requests and other         |                                   |
|     requests (refer to M&P).**    |                                   |
|                                   |                                   |
| -   **Excludes Trouble Reports    |                                   |
|     received on the due date      |                                   |
|     (which are reported in the    |                                   |
|     "Provisioning Troubles"       |                                   |
|     measure).**                   |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail New Connect        |                                   |
|     Service occurring prior to    |                                   |
|     due date (no trouble report   |                                   |
|     taken on a service that does  |                                   |
|     not exist yet).**             |                                   |
|                                   |                                   |
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes troubles           |                                   |
|     associated with inside        |                                   |
|     wire.**                       |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes informational type |                                   |
|     of requests and other         |                                   |
|     requests (refer to M&P).**    |                                   |
|                                   |                                   |
| -   **Excludes Trouble Reports    |                                   |
|     received on the due date      |                                   |
|     (which are reported in the    |                                   |
|     "Provisioning Troubles"       |                                   |
|     measure).**                   |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail New Connect        |                                   |
|     Service occurring prior to    |                                   |
|     due date (no trouble report   |                                   |
|     taken on a service that does  |                                   |
|     not exist yet).**             |                                   |
|                                   |                                   |
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **POTS Residence**                |                                   |
|                                   |                                   |
| **POTS Business**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **(Total Number of Customer       | # Needs to be reported by:        |
| Trouble reports received within   |                                   |
| 30 calendar days of service order | -   **CLEC**                      |
| completion / Total Number of new, |                                   |
| move, and change completed        | -   **CLECs in the aggregate**    |
| orders) x 100**                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **5b. Measurement**                                                   |
+-----------------------------------------------------------------------+
| **Percentage Troubles in 30 Days for New Orders - Design**            |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Measures the percent of network customer trouble reports received   |
| within 30 calendar days of service order completion.**                |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records)**                                                        |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes troubles associated with inside wire.**                |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes informational type of requests and other requests      |
|     (refer to M&P).**                                                 |
|                                                                       |
| -   **Excludes Trouble Reports received on the due date (which are    |
|     reported in the "Provisioning Troubles" measure).**               |
|                                                                       |
| -   **Excludes trouble reports for Retail New Connect Service         |
|     occurring prior to due date (no trouble report taken on a service |
|     that does not exist yet).**                                       |
|                                                                       |
| -   **Exclude PIC and LPIC orders.**                                  |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports**                                   |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes troubles associated with inside wire.**                |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes informational type of requests and other requests      |
|     (refer to M&P).**                                                 |
|                                                                       |
| -   **Excludes Trouble Reports received on the due date (which are    |
|     reported in the "Provisioning Troubles" measure).**               |
|                                                                       |
| -   **Excludes trouble reports for Retail New Connect Service         |
|     occurring prior to due date (no trouble report taken on a service |
|     that does not exist yet).**                                       |
|                                                                       |
| -   **Exclude PIC and LPIC orders.**                                  |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **ISDN BRI**                      |                                   |
|                                   |                                   |
| **CENTREX**                       |                                   |
|                                   |                                   |
| **PBX**                           |                                   |
|                                   |                                   |
| **DDS**                           |                                   |
|                                   |                                   |
| **DS1/ISDN PRI**                  |                                   |
|                                   |                                   |
| **DS3**                           |                                   |
|                                   |                                   |
| **VGPL/DS0**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **(Total Number of Customer       | # Needs to be reported by:        |
| Trouble reports received within   |                                   |
| 30 calendar days of service order | -   **CLEC**                      |
| completion / Total Number of new, |                                   |
| move, and change completed        | -   **CLECs in the aggregate**    |
| orders) x 100**                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **5c. Measurement**                                                   |
+-----------------------------------------------------------------------+
| **Percentage Troubles in 30 Days for New Orders - UNE**               |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Measures the percent of network customer trouble reports received   |
| within 30 calendar days of service order completion.**                |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes troubles associated with inside wire.**                |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes informational type of requests and other requests      |
|     (refer to M&P).**                                                 |
|                                                                       |
| -   **Excludes Trouble Reports received on the due date (which are    |
|     reported in the "Provisioning Troubles" measure).**               |
|                                                                       |
| -   **Excludes trouble reports for Retail New Connect Service         |
|     occurring prior to due date (no trouble report taken on a service |
|     that does not exist yet).**                                       |
|                                                                       |
| -   **Exclude PIC and LPIC orders.**                                  |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes troubles associated with inside wire.**                |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes informational type of requests and other requests      |
|     (refer to M&P).**                                                 |
|                                                                       |
| -   **Excludes Trouble Reports received on the due date (which are    |
|     reported in the "Provisioning Troubles" measure).**               |
|                                                                       |
| -   **Excludes trouble reports for Retail New Connect Service         |
|     occurring prior to due date (no trouble report taken on a service |
|     that does not exist yet).**                                       |
|                                                                       |
| -   **Exclude PIC and LPIC orders.**                                  |
|                                                                       |
| -   **If UNE and PNP occur on the same service order, UNE used for    |
|     reporting the measure.**                                          |
|                                                                       |
| -   **XDSL loops will be identified by class of service + NC/NCI code |
|     and/or class of service + DSL reference in the S&E section of     |
|     service order.**                                                  |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for UNE measured**       | **Pacific Bell/Nevada Bell        |
|                                   | Retail**                          |
| **for the following UNEs:**       |                                   |
|                                   | **POTS - Business**               |
| **2/4w (8db) analog loop**        |                                   |
|                                   | **POTS Business Assured (PBX)**   |
| **(incl. Coin/analog PBX)**       |                                   |
|                                   | **ISDN(BRI)**                     |
| **2/4w (5.5 db) assured analog    |                                   |
| loop**                            | **ADSL**                          |
|                                   |                                   |
| **2w digital loop(ISDN capable)** | **DS1**                           |
|                                   |                                   |
| **2w digital loop(xDSL capable)** | **POTS - Business**               |
|                                   |                                   |
| **4w digital loop (1.544Mbps      | **CENTREX**                       |
| capable)**                        |                                   |
|                                   | **CENTREX**                       |
| **UNE Port--Basic Analog/Coin**   |                                   |
|                                   | **DS1/ISDN(PRI)**                 |
| **UNE Port--CENTREX**             |                                   |
|                                   | **PBX DID**                       |
| **UNE Port--ISDN (BRI)**          |                                   |
|                                   | **HICAP (DS1 & DS3)**             |
| **UNE Port--DS1/ISDN-PRI**        |                                   |
|                                   | **Analogous Retail Service**      |
| **(incl. DS1 line port)**         |                                   |
|                                   | **ILEC Dedicated Trunks**         |
| **UNE Port--PBX DID**             |                                   |
|                                   | **(Issue still to be resolved)**  |
| **UNE Dedicated Transport**       |                                   |
|                                   |                                   |
| **(incl. DS1 and DS3)**           |                                   |
|                                   |                                   |
| **UNE Platform**                  |                                   |
|                                   |                                   |
| **Interconnection Trunks**        |                                   |
|                                   |                                   |
| **PNP (Port out)**                |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **(Total Number of Customer       | # Needs to be reported by:        |
| Trouble reports received within   |                                   |
| 30 calendar days of service order | -   **CLEC**                      |
| completion / Total Number of new, |                                   |
| move, and change completed        | -   **CLECs in the aggregate**    |
| orders) x 100**                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **6a. Measurement**                                                   |
+-----------------------------------------------------------------------+
| **Average Completed Interval - POTS**                                 |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| Average business days from receipt of valid, error-free service       |
| request to completion date in service order system for new, move, and |
| change orders.                                                        |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes non-business days.**                                   |
|                                                                       |
| -   **Excludes customer requested due dates other than interval       |
|     offered**                                                         |
|                                                                       |
| **and orders delayed for customer reasons.**                          |
|                                                                       |
| -   **If the original due date on an order is missed due to customer  |
|     reasons, the order should be excluded from this measure,          |
|     regardless if there are future misses on the order (company or    |
|     customer).**                                                      |
|                                                                       |
| -   **If the original due date on an order is missed due to company   |
|     reasons, the order should be included in this measure, regardless |
|     if there are future misses on the order (company or customer).**  |
|                                                                       |
| -   **Exclude PIC and LPIC orders.**                                  |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Report period is a calendar month.**                            |
|                                                                       |
| -   **The start time of requests received after the end of the        |
|     business day will be the beginning of the next business day.      |
|     Business day is defined as published hours of operation or the    |
|     ILEC ordering center.**                                           |
|                                                                       |
| -   **Business days (M-F, excluding PB/NB official holidays)**        |
|                                                                       |
| -   **Business hours:**                                               |
|                                                                       |
| > **Resale/Retail 8 a.m. to 5 p.m.**                                  |
| >                                                                     |
| > **Facility based 8 a.m. to 5 p.m.**                                 |
| >                                                                     |
| > **Excludes non-business days.**                                     |
|                                                                       |
| -   **Excludes customer requested due dates other than interval       |
|     offered**                                                         |
|                                                                       |
| **and orders delayed for customer reasons.**                          |
|                                                                       |
| -   **If the original due date on an order is missed due to customer  |
|     reasons, the order should be excluded from this measure,          |
|     regardless if there are future misses on the order (company or    |
|     customer).**                                                      |
|                                                                       |
| -   **If the original due date on an order is missed due to company   |
|     reasons, the order should be included in this measure, regardless |
|     if there are future misses on the order (company or customer).    |
|     Exclude PIC and LPIC orders.**                                    |
|                                                                       |
| -   **By field work/no field work.**                                  |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| # POTS Residence                  |                                   |
|                                   |                                   |
| **POTS Business**                 |                                   |
|                                   |                                   |
| **Field work/no field work as     |                                   |
| appropriate**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **Total business days from        | # Needs to be reported by:        |
| receipt of valid error-free       |                                   |
| service request to completion     | -   **CLEC**                      |
| date in service order system for  |                                   |
| new, move and change orders /     | -   **CLECs in the aggregate**    |
| total new, move and change        |                                   |
| orders.**                         | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **6b. Average Completed Interval**                                    |
+-----------------------------------------------------------------------+
| **Average Completed Interval - Design**                               |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Average business days from receipt of valid, error-free service     |
| request to completion date in service order system for new, move, and |
| change orders.**                                                      |
+-----------------------------------------------------------------------+
| # Exclusions                                                          |
+-----------------------------------------------------------------------+
| -   **Excludes non-business days.**                                   |
|                                                                       |
| -   **Excludes customer requested due dates other than interval       |
|     offered**                                                         |
|                                                                       |
| **and orders delayed for customer reasons.**                          |
|                                                                       |
| -   **If the original due date on an order is missed due to customer  |
|     reasons, the order should be excluded from this measure,          |
|     regardless if there are future misses on the order (company or    |
|     customer).**                                                      |
|                                                                       |
| -   **If the original due date on an order is missed due to company   |
|     reasons, the order should be included in this measure, regardless |
|     if there are future misses on the order (company or customer).**  |
|                                                                       |
| -   **Exclude PIC and LPIC order**                                    |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Report period is a calendar month**                             |
|                                                                       |
| -   **The start time of requests received after the end of the        |
|     business day will be the beginning of the next business day.      |
|     Business day is defined as published hours of operation or the    |
|     ILEC ordering center.**                                           |
|                                                                       |
| -   **Business days (M-F, excluding PB/NB official holidays)**        |
|                                                                       |
| -   **Business hours:**                                               |
|                                                                       |
| > **Resale/Retail 8 a.m. to 5 p.m.**                                  |
| >                                                                     |
| > **Facility based 8 a.m. to 5 p.m.**                                 |
| >                                                                     |
| > **Excludes non-business days.**                                     |
|                                                                       |
| -   **Excludes customer requested due dates other than interval       |
|     offered**                                                         |
|                                                                       |
| **and orders delayed for customer reasons.**                          |
|                                                                       |
| -   **If the original due date on an order is missed due to customer  |
|     reasons, the order should be excluded from this measure,          |
|     regardless if there are future misses on the order (company or    |
|     customer).**                                                      |
|                                                                       |
| -   **If the original due date on an order is missed due to company   |
|     reasons, the order should be included in this measure, regardless |
|     if there are future misses on the order (company or customer).**  |
|                                                                       |
| -   **Exclude PIC and LPIC orders.**                                  |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **ISDN BRI**                      |                                   |
|                                   |                                   |
| **CENTREX**                       |                                   |
|                                   |                                   |
| **PBX**                           |                                   |
|                                   |                                   |
| **DDS**                           |                                   |
|                                   |                                   |
| **DS1/ISDN PRI**                  |                                   |
|                                   |                                   |
| **DS3**                           |                                   |
|                                   |                                   |
| **VGPL/DS0**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **Total business days from        | # Needs to be reported by:        |
| receipt of valid error-free       |                                   |
| service request to completion     | -   **CLEC**                      |
| date in service order system for  |                                   |
| new, move and change orders /     | -   **CLECs in the aggregate**    |
| total new, move and change        |                                   |
| orders.**                         | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **6c. Measurement**                                                   |
+-----------------------------------------------------------------------+
| **Percent Completed Within Standard Interval - UNE**                  |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Measures percent of orders completed within the standard interval   |
| of receipt of valid, error-free service request.**                    |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes non-business days.**                                   |
|                                                                       |
| -   **Excludes customer requested due dates other than interval       |
|     offered**                                                         |
|                                                                       |
| **and orders delayed for customer reasons.**                          |
|                                                                       |
| -   **If the original due date on an order is missed due to customer  |
|     reasons, the order should be excluded from this measure,          |
|     regardless if there are future misses on the order (company or    |
|     customer).**                                                      |
|                                                                       |
| -   **If the original due date on an order is missed due to company   |
|     reasons, the order should be included in this measure, regardless |
|     if there are future misses on the order (company or customer).**  |
|                                                                       |
| -   **Exclude PIC and LPIC orders.**                                  |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Report period is a calendar month.**                            |
|                                                                       |
| -   **The start time of requests received after the end of the        |
|     business day will be the beginning of the next business day.      |
|     Business day is defined as published hours of operation or the    |
|     ILEC ordering center.**                                           |
|                                                                       |
| -   **Business days (M-F, excluding PB/NB official holidays)**        |
|                                                                       |
| -   **Business hours:**                                               |
|                                                                       |
| > **Resale/Retail 8 a.m. to 5 p.m.**                                  |
| >                                                                     |
| > **Facility based 8 a.m. to 5 p.m.**                                 |
| >                                                                     |
| > **Excludes non-business days.**                                     |
|                                                                       |
| -   **Excludes customer requested due dates other than interval       |
|     offered**                                                         |
|                                                                       |
| **and orders delayed for customer reasons.**                          |
|                                                                       |
| -   **If the original due date on an order is missed due to customer  |
|     reasons, the order should be excluded from this measure,          |
|     regardless if there are future misses on the order (company or    |
|     customer).**                                                      |
|                                                                       |
| -   **If the original due date on an order is missed due to company   |
|     reasons, the order should be included in this measure, regardless |
|     if there are future misses on the order (company or customer).**  |
|                                                                       |
| -   **Exclude PIC and LPIC orders.**                                  |
|                                                                       |
| -   **XDSL loops will be identified by class of service + NC/NCI code |
|     and/or class of service + DSL reference in the S&E section of     |
|     service order.**                                                  |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for UNE measured**       | **Pacific Bell/Nevada Bell        |
|                                   | Retail**                          |
| **for the following UNEs:**       |                                   |
|                                   | **POTS Business (fielded)**       |
| **2/w wire 8db analog**           |                                   |
|                                   | **POTS Business Assured (PBX)**   |
| **(incl Coin/analog PBX)**        |                                   |
|                                   | **ISDN(BRI)**                     |
| **2/4w (5.5 db) assured analog    |                                   |
| loop**                            | **ADSL**                          |
|                                   |                                   |
| **2w digital loop(ISDN capable)** | **DS1**                           |
|                                   |                                   |
| **2w digital loop(xDSL capable)** | **POTS - Business (fielded)**     |
|                                   |                                   |
| **4w digital loop (1.544Mbps      | **CENTREX**                       |
| capable)**                        |                                   |
|                                   | **CENTREX**                       |
| **UNE Port--Basic Analog/Coin**   |                                   |
|                                   | **DS1/ISDN(PRI)**                 |
| **UNE Port--CENTREX**             |                                   |
|                                   | **PBX DID**                       |
| **UNE Port--ISDN (BRI)**          |                                   |
|                                   | **HICAP (DS1 & DS3)**             |
| **UNE Port--DS1/ISDN-PRI**        |                                   |
|                                   | **Analogous Retail Service**      |
| **(incl. DS1 line port)**         |                                   |
|                                   | **ILEC Dedicated Trunks**         |
| **UNE Port--PBX DID**             |                                   |
|                                   |                                   |
| **UNE Dedicated Transport**       |                                   |
|                                   |                                   |
| **(incl.DS1 and DS3)**            |                                   |
|                                   |                                   |
| **UNE Platform**                  |                                   |
|                                   |                                   |
| **Interconnection Trunks**        |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **(Total New, Move and Change     | # Needs to be reported by:        |
| Orders Completed Within the       |                                   |
| Standard Interval of Receipt of   | -   **CLEC**                      |
| Valid Error-free Service Request) |                                   |
| / (Total New, Move and Change     | -   **CLECs in the aggregate**    |
| Orders) x 100**                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **7a. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Delay Order Interval to         |                                   |
| Completion Date (For Lack of      |                                   |
| Facilities) - POTS**              |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the average calendar   |                                   |
| days from due date to completion  |                                   |
| date on company missed orders due |                                   |
| to lack of ILEC facilities.**     |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes non-business       |                                   |
|     days.**                       |                                   |
|                                   |                                   |
| -   **Excludes CLEC caused        |                                   |
|     misses.**                     |                                   |
|                                   |                                   |
| -   **Excludes customer caused    |                                   |
|     misses.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Report period is a calendar |                                   |
|     month.**                      |                                   |
|                                   |                                   |
| -   **The start time of requests  |                                   |
|     received after the end of the |                                   |
|     business day will be the      |                                   |
|     beginning of the next         |                                   |
|     business day. Business day is |                                   |
|     defined as published hours of |                                   |
|     operation or the ILEC         |                                   |
|     ordering center.**            |                                   |
|                                   |                                   |
| -   **Business days (M-F,         |                                   |
|     excluding PB/NB official      |                                   |
|     holidays)**                   |                                   |
|                                   |                                   |
| -   **Business hours:**           |                                   |
|                                   |                                   |
| > **Resale/Retail 8 a.m. to 5     |                                   |
| > p.m.**                          |                                   |
| >                                 |                                   |
| > **Facility based 8 a.m. to 5    |                                   |
| > p.m.**                          |                                   |
|                                   |                                   |
| -   **Excludes non-business       |                                   |
|     days.**                       |                                   |
|                                   |                                   |
| -   **Excludes CLEC caused        |                                   |
|     misses.**                     |                                   |
|                                   |                                   |
| -   **Excludes customer caused    |                                   |
|     misses.**                     |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     customer reasons, the order   |                                   |
|     should be excluded from this  |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     company reasons, the order    |                                   |
|     should be included in this    |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   **Data is to be reported by   |                                   |
|     Service Group Type.**         |                                   |
|                                   |                                   |
| -   **POTS field work/no field    |                                   |
|     work.**                       |                                   |
|                                   |                                   |
| -   **Disaggregated by 1 -- 30    |                                   |
|     days, 31 -- 90 days and +90   |                                   |
|     days.**                       |                                   |
|                                   |                                   |
| -   **Use calendar days for this  |                                   |
|     measurement.**                |                                   |
|                                   |                                   |
| -   **Results need to be reported |                                   |
|     by Missed Appointment (MAC)   |                                   |
|     reason codes.**               |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **POTS Residence**                |                                   |
|                                   |                                   |
| **POTS Business**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| Sum (Completion Date -- Committed | # Needs to be reported by:        |
| Order Due Date (for orders missed |                                   |
| due to lack of ILEC facilities )) | -   **CLEC**                      |
| / (Number of Orders Missed Due to |                                   |
| Lack of ILEC Facilities in the    | -   **CLECs in the aggregate**    |
| Reporting Period)                 |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **7b. Measurement**                                                   |
+-----------------------------------------------------------------------+
| **Delay Order Interval to Completion Date (For Lack of Facilities) -  |
| Design**                                                              |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Measures the average calendar days from due date to completion date |
| on company missed orders due to lack of ILEC facilities.**            |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes non-business days.**                                   |
|                                                                       |
| -   **Excludes CLEC caused misses.**                                  |
|                                                                       |
| -   **Excludes customer caused misses.**                              |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Report period is a calendar month.**                            |
|                                                                       |
| -   **The start time of requests received after the end of the        |
|     business day will be the beginning of the next business day.      |
|     Business day is defined as published hours of operation or the    |
|     ILEC ordering center.**                                           |
|                                                                       |
| -   **Business days (M-F, excluding PB/NB official holidays)**        |
|                                                                       |
| -   **Business hours:**                                               |
|                                                                       |
| > **Resale/Retail 8 a.m. to 5 p.m.**                                  |
| >                                                                     |
| > **Facility based 8 a.m. to 5 p.m.**                                 |
|                                                                       |
| -   **Excludes non-business days.**                                   |
|                                                                       |
| -   **Excludes CLEC caused misses.**                                  |
|                                                                       |
| -   **Excludes customer caused misses.**                              |
|                                                                       |
| -   **If the original due date on an order is missed due to customer  |
|     reasons, the order should be excluded from this measure,          |
|     regardless if there are future misses on the order (company or    |
|     customer).**                                                      |
|                                                                       |
| -   **If the original due date on an order is missed due to company   |
|     reasons, the order should be included in this measure, regardless |
|     if there are future misses on the order (company or customer).**  |
|                                                                       |
| -   **Data is to be reported by Service Group Type.**                 |
|                                                                       |
| -   **Disaggregated by 1 -- 30 days, 31 -- 90 days and +90 days.**    |
|                                                                       |
| -   **Use calendar days for this measurement.**                       |
|                                                                       |
| -   **Results need to be reported by Missed Appointment (MAC) reason  |
|     codes.**                                                          |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **ISDN**                          |                                   |
|                                   |                                   |
| **CENTREX**                       |                                   |
|                                   |                                   |
| **PBX**                           |                                   |
|                                   |                                   |
| **DDS**                           |                                   |
|                                   |                                   |
| **DS1**                           |                                   |
|                                   |                                   |
| **DS3**                           |                                   |
|                                   |                                   |
| **VGPL/DS0**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| Sum (Completion Date -- Committed | # Needs to be reported by:        |
| Order Due Date (for orders missed |                                   |
| due to lack of ILEC facilities )) | -   **CLEC**                      |
| / (Number of Orders Missed Due to |                                   |
| Lack of ILEC Facilities in the    | -   **CLECs in the aggregate**    |
| Reporting Period)                 |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **7c. Measurement**                                                   |
+-----------------------------------------------------------------------+
| **Delay Order Interval to Completion Date (For Lack of Facilities) -  |
| UNE**                                                                 |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Measures the average calendar days from due date to completion date |
| on company missed orders due to lack of ILEC facilities.**            |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes non-business days.**                                   |
|                                                                       |
| -   **Excludes CLEC caused misses.**                                  |
|                                                                       |
| -   **Excludes customer caused misses.**                              |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Report period is a calendar month.**                            |
|                                                                       |
| -   **The start time of requests received after the end of the        |
|     business day will be the beginning of the next business day.      |
|     Business day is defined as published hours of operation or the    |
|     ILEC ordering center.**                                           |
|                                                                       |
| -   **Business days (M-F, excluding PB/NB official holidays)**        |
|                                                                       |
| -   **Business hours:**                                               |
|                                                                       |
| > **Resale/Retail 8 a.m. to 5 p.m.**                                  |
| >                                                                     |
| > **Facility based 8 a.m. to 5 p.m.**                                 |
|                                                                       |
| -   **Excludes non-business days.**                                   |
|                                                                       |
| -   **Excludes CLEC caused misses.**                                  |
|                                                                       |
| -   **Excludes customer caused misses.**                              |
|                                                                       |
| -   **If the original due date on an order is missed due to customer  |
|     reasons, the order should be excluded from this measure,          |
|     regardless if there are future misses on the order (company or    |
|     customer).**                                                      |
|                                                                       |
| -   **If the original due date on an order is missed due to company   |
|     reasons, the order should be included in this measure, regardless |
|     if there are future misses on the order (company or customer).**  |
|                                                                       |
| -   **Data is to be reported by Service Group Type.**                 |
|                                                                       |
| -   **POTS field work/no field work .**                               |
|                                                                       |
| -   **Disaggregated by 1 -- 30 days, 31 -- 90 days and +90 days.**    |
|                                                                       |
| -   **Use calendar days for this measurement.**                       |
|                                                                       |
| -   **Results need to be reported by Missed Appointment (MAC) reason  |
|     codes.**                                                          |
|                                                                       |
| -   **XDSL loops will be identified by class of service + NC/NCI code |
|     and/or class of service + DSL reference in the S&E section of     |
|     service order.**                                                  |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for UNE measured**       | **Pacific Bell/Nevada Bell        |
|                                   | Retail**                          |
| **for the following UNEs:**       |                                   |
|                                   | **POTS Business (fielded)**       |
| **2/w wire 8db analog**           |                                   |
|                                   | **POTS Business Assured (PBX)**   |
| **(incl Coin/analog PBX)**        |                                   |
|                                   | **ISDN(BRI)**                     |
| **2/4w (5.5 db) assured analog    |                                   |
| loop**                            | **ADSL**                          |
|                                   |                                   |
| **2w digital loop(ISDN capable)** | **DS1**                           |
|                                   |                                   |
| **2w digital loop(xDSL capable)** | **POTS - Business (fielded)**     |
|                                   |                                   |
| **4w digital loop (1.544Mbps      | **CENTREX**                       |
| capable)**                        |                                   |
|                                   | **CENTREX**                       |
| **UNE Port--Basic Analog/Coin**   |                                   |
|                                   | **DS1/ISDN(PRI)**                 |
| **UNE Port--CENTREX**             |                                   |
|                                   | **PBX DID**                       |
| **UNE Port--ISDN (BRI)**          |                                   |
|                                   | **HICAP (DS1 & DS3)**             |
| **UNE Port--DS1/ISDN-PRI**        |                                   |
|                                   | **Analogous Retail Service**      |
| **(incl. DS1 line port)**         |                                   |
|                                   | **ILEC Dedicated Trunks**         |
| **UNE Port--PBX DID**             |                                   |
|                                   |                                   |
| **UNE Dedicated Transport**       |                                   |
|                                   |                                   |
| **(incl.DS1 and DS3)**            |                                   |
|                                   |                                   |
| **UNE Platform**                  |                                   |
|                                   |                                   |
| **Interconnection Trunks**        |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| Sum (Completion Date -- Committed | # Needs to be reported by:        |
| Order Due Date (for orders missed |                                   |
| due to lack of ILEC facilities )) | -   **CLEC**                      |
| / (Number of Orders Missed Due to |                                   |
| Lack of ILEC Facilities in the    | -   **CLECs in the aggregate**    |
| Reporting Period)                 |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **8. Measurement**                |                                   |
+-----------------------------------+-----------------------------------+
| **Average Completed Interval --   |                                   |
| (DSL)**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Average business days from      |                                   |
| receipt of valid, error-free      |                                   |
| service request to completion     |                                   |
| date in service order system for  |                                   |
| new, move, and change orders.**   |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes non-business       |                                   |
|     days.**                       |                                   |
|                                   |                                   |
| -   **Excludes customer requested |                                   |
|     due dates other than interval |                                   |
|     offered**                     |                                   |
|                                   |                                   |
| **and orders delayed for customer |                                   |
| reasons.**                        |                                   |
|                                   |                                   |
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Report period is a calendar |                                   |
|     month.**                      |                                   |
|                                   |                                   |
| -   **The start time of requests  |                                   |
|     received after the end of the |                                   |
|     business day will be the      |                                   |
|     beginning of the next         |                                   |
|     business day. Business day is |                                   |
|     defined as published hours of |                                   |
|     operation or the ILEC         |                                   |
|     ordering center.**            |                                   |
|                                   |                                   |
| -   **Business days (M-F,         |                                   |
|     excluding PB/NB official      |                                   |
|     holidays)**                   |                                   |
|                                   |                                   |
| -   **Business hours:**           |                                   |
|                                   |                                   |
| > **Resale/Retail 8 a.m. to 5     |                                   |
| > p.m.**                          |                                   |
| >                                 |                                   |
| > **Facility based 8 a.m. to 5    |                                   |
| > p.m.**                          |                                   |
|                                   |                                   |
| -   **Excludes non-business       |                                   |
|     days.**                       |                                   |
|                                   |                                   |
| -   **Excludes customer requested |                                   |
|     due dates other than interval |                                   |
|     offered**                     |                                   |
|                                   |                                   |
| **and orders delayed for customer |                                   |
| reasons.**                        |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     customer reasons, the order   |                                   |
|     should be excluded from this  |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     company reasons, the order    |                                   |
|     should be included in this    |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
|                                   |                                   |
| -   **XDSL loops will be          |                                   |
|     identified by class of        |                                   |
|     service + NC/NCI code and/or  |                                   |
|     class of service + DSL        |                                   |
|     reference in the S&E section  |                                   |
|     of service order.**           |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for UNE measured**       | **Pacific Bell/Nevada Bell        |
|                                   | Retail**                          |
| **for the following UNEs:**       |                                   |
|                                   | **ADSL**                          |
| **2w digital loop(xDSL capable)** |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| Total business days from receipt  | # Needs to be reported by:        |
| of valid error-free service       |                                   |
| request to completion date in     | -   **CLEC**                      |
| service order system for new,     |                                   |
| move and change orders / total    | -   **CLECs in the aggregate**    |
| new, move and change orders.      |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

  ----------------------------------- -----------------------------------
  **9. Measurement**                  

  **Average Response Time for Loop    
  Make-Up Information --(New)**       

  **Definition:**                     

  **The average time required to      
  provide loop qualification for      
  ADSL**                              

  **Exclusions**                      

  **None**                            

  **Business Rules:**                 

  **The time starts when a request is 
  received by the CLEC and ends when  
  the information on the loop         
  qualification has been made         
  available to the CLEC.**            

  **Disaggregation:**                 

  **ADSL or other DSL as determined   
  by the Public Utility Commission.** 

  **Calculation:**                    **Report Structure:**

  **Sum (Data and Time the Loop       **CLEC, All CLECs and Pacific
  Qualification is made available to  Bell/Nevada Bell.**
  CLEC -- Date and Time the CLEC      
  request is received)/Total number   
  of loop qualification**             

  **Benchmark:**                      

  **Parity**                          
  ----------------------------------- -----------------------------------

**Maintenance**

+-----------------------------------+-----------------------------------+
| **10a. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| **Percentage of Customer Trouble  |                                   |
| not Resolved within Estimated     |                                   |
| Time - POTS**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the percent of trouble |                                   |
| reports not cleared by the        |                                   |
| commitment time.**                |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles**             |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes inside wire.**     |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business days/hours for     |                                   |
|     maintenance troubles          |                                   |
|     availability are 7days/week   |                                   |
|     24 hours/day.**               |                                   |
|                                   |                                   |
| -   **Report by dispatch/no       |                                   |
|     dispatch.**                   |                                   |
|                                   |                                   |
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports**                     |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes inside wire.**     |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Disaggregation:**           |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **POTS Residence**                |                                   |
|                                   |                                   |
| **POTS Business**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **(Total network trouble reports  | # Needs to be reported by:        |
| not cleared by the commitment     |                                   |
| time for ILEC reasons / Total     | -   **CLEC**                      |
| network trouble reports           |                                   |
| completed) x 100**                | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **10b. Measurement**                                                  |
+-----------------------------------------------------------------------+
| **Percentage of Customer Trouble not Resolved within Estimated        |
| Time** - **UNE**                                                      |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Measures the percent of trouble reports not cleared by the          |
| commitment time.**                                                    |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes inside wire.**                                         |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes trouble reports for Retail services for New Connect    |
|     Service occurring prior to due date.**                            |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Business days/hours for maintenance troubles availability are   |
|     7days/week 24 hours/day.**                                        |
|                                                                       |
| -   **Report by dispatch/no dispatch.**                               |
|                                                                       |
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports**                                   |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes inside wire.**                                         |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes trouble reports for Retail services for New Connect    |
|     Service occurring prior to due date.**                            |
|                                                                       |
| -   **XDSL loops will be identified by class of service + NC/NCI code |
|     and/or class of service + DSL reference in the S&E section of     |
|     service order.**                                                  |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for UNE measured**       | **Pacific Bell/Nevada Bell        |
|                                   | Retail**                          |
| **for the following UNEs:**       |                                   |
|                                   | **POTS Business (fielded)**       |
| **2/w wire 8db analog**           |                                   |
|                                   | **POTS Business Assured (PBX)**   |
| **(incl Coin/analog PBX)**        |                                   |
|                                   | **ISDN(BRI)**                     |
| **2/4w (5.5 db) assured analog    |                                   |
| loop**                            | **ADSL**                          |
|                                   |                                   |
| **2w digital loop(ISDN capable)** | **DS1**                           |
|                                   |                                   |
| **2w digital loop(xDSL capable)** | **POTS - Business (fielded)**     |
|                                   |                                   |
| **4w digital loop (1.544Mbps      | **CENTREX**                       |
| capable)**                        |                                   |
|                                   | **CENTREX**                       |
| **UNE Port--Basic Analog/Coin**   |                                   |
|                                   | **DS1/ISDN(PRI)**                 |
| **UNE Port--CENTREX**             |                                   |
|                                   | **PBX DID**                       |
| **UNE Port--ISDN (BRI)**          |                                   |
|                                   | **HICAP (DS1 & DS3)**             |
| **UNE Port--DS1/ISDN-PRI**        |                                   |
|                                   | **Analogous Retail Service**      |
| **(incl. DS1 line port)**         |                                   |
|                                   | **ILEC Dedicated Trunks**         |
| **UNE Port--PBX DID**             |                                   |
|                                   |                                   |
| **UNE Dedicated Transport**       |                                   |
|                                   |                                   |
| **(incl.DS1 and DS3)**            |                                   |
|                                   |                                   |
| **UNE Platform**                  |                                   |
|                                   |                                   |
| **Interconnection Trunks**        |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **(Total network trouble reports  | # Needs to be reported by:        |
| not cleared by the commitment     |                                   |
| time for ILEC reasons / Total     | -   **CLEC**                      |
| network trouble reports           |                                   |
| completed) x 100**                | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **11a. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| **Frequency of Repeat Troubles in |                                   |
| 30 Day Period - POTS**            |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the percent of         |                                   |
| customer network trouble reports  |                                   |
| received within 30 calendar days  |                                   |
| of a previous report.**           |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes troubles           |                                   |
|     associated with inside        |                                   |
|     wiring.**                     |                                   |
|                                   |                                   |
| -   **Excludes Subsequent reports |                                   |
|     .**                           |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business days/hours for     |                                   |
|     maintenance troubles          |                                   |
|     availability are 7days/week   |                                   |
|     24 hours/day.**               |                                   |
|                                   |                                   |
| -   **Needs to be reported by:**  |                                   |
|                                   |                                   |
| -   **service group type, SGT**   |                                   |
|                                   |                                   |
| -   **NXX Code Opening Troubles** |                                   |
|                                   |                                   |
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes troubles           |                                   |
|     associated with inside        |                                   |
|     wiring.**                     |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports**                     |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Disaggregation:**           |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **POTS Residence**                |                                   |
|                                   |                                   |
| **POTS Business**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total Customer network trouble   | # Needs to be reported by:        |
| reports received within 30        |                                   |
| calendar days of a previous       | -   **CLEC**                      |
| customer report / Total customer  |                                   |
| network trouble reports) x 100    | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **11b. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| **Frequency of Repeat Troubles in |                                   |
| 30 Day Period - Design**          |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the percent of         |                                   |
| customer network trouble reports  |                                   |
| received within 30 calendar days  |                                   |
| of a previous report.**           |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes troubles           |                                   |
|     associated with inside        |                                   |
|     wiring.**                     |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business days/hours for     |                                   |
|     maintenance troubles          |                                   |
|     availability are 7days/week   |                                   |
|     24 hours/day.**               |                                   |
|                                   |                                   |
| -   **Needs to be reported by:**  |                                   |
|                                   |                                   |
| -   **service group type, SGT**   |                                   |
|                                   |                                   |
| -   **NXX Code Opening Troubles** |                                   |
|                                   |                                   |
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes troubles           |                                   |
|     associated with inside        |                                   |
|     wiring.**                     |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **ISDN**                          |                                   |
|                                   |                                   |
| **CENTREX**                       |                                   |
|                                   |                                   |
| **PBX**                           |                                   |
|                                   |                                   |
| **DDS**                           |                                   |
|                                   |                                   |
| **DS1**                           |                                   |
|                                   |                                   |
| **DS3**                           |                                   |
|                                   |                                   |
| **VGPL/DS0**                      |                                   |
|                                   |                                   |
| ##                                |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total Customer network trouble   | # Needs to be reported by:        |
| reports received within 30        |                                   |
| calendar days of a previous       | -   **CLEC**                      |
| customer report / Total customer  |                                   |
| network trouble reports) x 100    | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **11c. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| **Frequency of Repeat Troubles in |                                   |
| 30 Day Period - UNE**             |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the percent of         |                                   |
| customer network trouble reports  |                                   |
| received within 30 calendar days  |                                   |
| of a previous report.**           |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes troubles           |                                   |
|     associated with inside        |                                   |
|     wiring.**                     |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business days/hours for     |                                   |
|     maintenance troubles          |                                   |
|     availability are 7days/week   |                                   |
|     24 hours/day.**               |                                   |
|                                   |                                   |
| -   **Needs to be reported by:**  |                                   |
|                                   |                                   |
| -   **service group type, SGT     |                                   |
|     (including PNP)**             |                                   |
|                                   |                                   |
| -   **NXX Code Opening Troubles** |                                   |
|                                   |                                   |
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes troubles           |                                   |
|     associated with inside        |                                   |
|     wiring.**                     |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Disaggregation:**           |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for UNE measured for the | **Pacific Bell/Nevada Bell        |
| following UNEs:**                 | Retail**                          |
|                                   |                                   |
| **2/4w (8db) analog loop**        | **POTS-Business (Fielded)**       |
|                                   |                                   |
| **2/4w (5.5 db) assured analog    | **POTS Business Assured (PBX)**   |
| loop**                            |                                   |
|                                   | **ISDN(BRI)**                     |
| **2w digital loop (ISDN)**        |                                   |
|                                   | **ADSL**                          |
| **2w digital loop (xDSL)**        |                                   |
|                                   | **DS1**                           |
| **4w digital loop (ISDN PRI)**    |                                   |
|                                   | **POTS-Business (no-dispatch)**   |
| **UNE Port -- Basic Analog**      |                                   |
|                                   | **CENTREX**                       |
| **UNE Port -- CENTREX**           |                                   |
|                                   | **PBX DID**                       |
| **UNE Port -- PBX DID**           |                                   |
|                                   | **CENTREX**                       |
| **UNE Port -- ISDN (BRI)**        |                                   |
|                                   | **DS1/ISDN(PRI)**                 |
| **UNE Port -- DS1/ISDN (PRI)**    |                                   |
|                                   | **HICAP (DS1 & DS3)**             |
| **UNE Dedicated Transport**       |                                   |
|                                   | **Analogous Retail Service**      |
| **UNE Platform**                  |                                   |
|                                   | **ILEC Dedicated Trunks**         |
| **Interconnection Trunks          |                                   |
| (no-dispatch)**                   | **(Issue still to be resolved)**  |
|                                   |                                   |
| ## PNP - Port Out                 |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total Customer network trouble   | # Needs to be reported by:        |
| reports received within 30        |                                   |
| calendar days of a previous       | -   **CLEC**                      |
| customer report / Total customer  |                                   |
| network trouble reports) x 100    | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **12a. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| **Average Time to Restore -       |                                   |
| POTS**                            |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the average duration   |                                   |
| of customer trouble reports from  |                                   |
| the receipt of the customer       |                                   |
| trouble report to the time the    |                                   |
| trouble is cleared.**             |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes inside wire.**     |                                   |
|                                   |                                   |
| -   **Excludes tickets with a     |                                   |
|     duration of 720/+ hours.**    |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
|                                   |                                   |
| -   **Excludes informational type |                                   |
|     of requests and other         |                                   |
|     requests.**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business days/hours for     |                                   |
|     maintenance troubles          |                                   |
|     availability are 7days/week   |                                   |
|     24 hours/day.**               |                                   |
|                                   |                                   |
| -   **Needs to be reported by:**  |                                   |
|                                   |                                   |
| -   **service group type**        |                                   |
|                                   |                                   |
| -   **NXX Code Opening Troubles** |                                   |
|                                   |                                   |
| -   **By dispatch and no          |                                   |
|     dispatch.**                   |                                   |
|                                   |                                   |
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes inside wire.**     |                                   |
|                                   |                                   |
| -   **Excludes tickets with a     |                                   |
|     duration of 720/+ hours.**    |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   **Excludes trouble reports    |                                   |
|     for Retail services for New   |                                   |
|     Connect Service occurring     |                                   |
|     prior to due date.**          |                                   |
|                                   |                                   |
| -   **Excludes informational type |                                   |
|     of requests and other         |                                   |
|     requests.**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| ##                                |                                   |
|                                   |                                   |
| ## POTS Residence                 |                                   |
|                                   |                                   |
| **POTS Business**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total duration of customer       | # Needs to be reported by:        |
| network trouble reports) / (Total |                                   |
| customer network trouble reports) | -   **CLEC**                      |
|                                   |                                   |
|                                   | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **12b. Measurement**                                                  |
+-----------------------------------------------------------------------+
| **Average Time to Restore - Design**                                  |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Measures the average duration of customer trouble reports from the  |
| receipt of the customer trouble report to the time the trouble is     |
| cleared.**                                                            |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes inside wire.**                                         |
|                                                                       |
| -   **Excludes tickets with a duration of 720/+ hours.**              |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes trouble reports for Retail services for New Connect    |
|     Service occurring prior to due date.**                            |
|                                                                       |
| -   **Excludes informational type of requests and other requests.**   |
+-----------------------------------------------------------------------+
| -   **Business Rules:**                                               |
+-----------------------------------------------------------------------+
| -   **Business days/hours for maintenance troubles availability are   |
|     7days/week 24 hours/day.**                                        |
|                                                                       |
| -   **Needs to be reported by:**                                      |
|                                                                       |
| -   **service group type**                                            |
|                                                                       |
| -   **NXX Code Opening Troubles**                                     |
|                                                                       |
| -   **By dispatch and no dispatch.**                                  |
|                                                                       |
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes inside wire.**                                         |
|                                                                       |
| -   **Excludes tickets with a duration of 720/+ hours.**              |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes trouble reports for Retail services for New Connect    |
|     Service occurring prior to due date.**                            |
|                                                                       |
| -   **Excludes informational type of requests and other requests.**   |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **ISDN**                          |                                   |
|                                   |                                   |
| **CENTREX**                       |                                   |
|                                   |                                   |
| **PBX**                           |                                   |
|                                   |                                   |
| **DDS**                           |                                   |
|                                   |                                   |
| **DS1**                           |                                   |
|                                   |                                   |
| **DS3**                           |                                   |
|                                   |                                   |
| **VGPL/DS0**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total duration of customer       | # Needs to be reported by:        |
| network trouble reports) / (Total |                                   |
| customer network trouble reports) | -   **CLEC**                      |
|                                   |                                   |
|                                   | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **12c. Measurement**                                                  |
+-----------------------------------------------------------------------+
| **Average Time to Restore - UNE**                                     |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Measures the average duration of customer trouble reports from the  |
| receipt of the customer trouble report to the time the trouble is     |
| cleared.**                                                            |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes inside wire.**                                         |
|                                                                       |
| -   **Excludes tickets with a duration of 720/+ hours.**              |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes trouble reports for Retail services for New Connect    |
|     Service occurring prior to due date.**                            |
|                                                                       |
| -   **Excludes informational type of requests and other requests.**   |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Business days/hours for maintenance troubles availability are   |
|     7days/week 24 hours/day.**                                        |
|                                                                       |
| -   **Needs to be reported by:**                                      |
|                                                                       |
| -   **service group type (including PNP)**                            |
|                                                                       |
| -   **NXX Code Opening Troubles**                                     |
|                                                                       |
| -   **By dispatch and no dispatch.**                                  |
|                                                                       |
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes inside wire.**                                         |
|                                                                       |
| -   **Excludes tickets with a duration of 720/+ hours.**              |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
|                                                                       |
| -   **Excludes trouble reports for Retail services for New Connect    |
|     Service occurring prior to due date.**                            |
|                                                                       |
| -   **Excludes informational type of requests and other requests.**   |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for UNE measured for the | **Pacific Bell/Nevada Bell        |
| following UNEs:**                 | Retail**                          |
|                                   |                                   |
| **2/4w (8db) analog loop**        | **POTS-Business (Fielded)**       |
|                                   |                                   |
| **2/4w (5.5 db) assured analog    | **POTS Business Assured (PBX)**   |
| loop**                            |                                   |
|                                   | **ISDN(BRI)**                     |
| **2w digital loop (ISDN)**        |                                   |
|                                   | **ADSL**                          |
| **2w digital loop (xDSL)**        |                                   |
|                                   | **DS1**                           |
| **4w digital loop (ISDN PRI)**    |                                   |
|                                   | **POTS-Business (no-dispatch)**   |
| **UNE Port -- Basic Analog**      |                                   |
|                                   | **CENTREX**                       |
| **UNE Port -- CENTREX**           |                                   |
|                                   | **PBX DID**                       |
| **UNE Port -- PBX DID**           |                                   |
|                                   | **CENTREX**                       |
| **UNE Port -- ISDN (BRI)**        |                                   |
|                                   | **DS1/ISDN(PRI)**                 |
| **UNE Port -- DS1/ISDN (PRI)**    |                                   |
|                                   | **HICAP (DS1 & DS3)**             |
| **UNE Dedicated Transport**       |                                   |
|                                   | **Analogous Retail Service**      |
| **UNE Platform**                  |                                   |
|                                   | **ILEC Dedicated Trunks**         |
| Interconnection Trunks            |                                   |
| (no-dispatch)                     | **(Issue still to be resolved)**  |
|                                   |                                   |
| **PNP - Port Out**                |                                   |
|                                   |                                   |
| ##                                |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total duration of customer       | # Needs to be reported by:        |
| network trouble reports) / (Total |                                   |
| customer network trouble reports) | -   **CLEC**                      |
|                                   |                                   |
|                                   | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **13a. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| **Customer Trouble Report Rate -  |                                   |
| POTS**                            |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the total number of    |                                   |
| network customer trouble reports  |                                   |
| received within a calendar month  |                                   |
| per 100 access lines.**           |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes inside wire.**     |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Business Rules:**           |                                   |
+-----------------------------------+-----------------------------------+
| -   **Needs to be reported by:**  |                                   |
|                                   |                                   |
| -   **SGT, service group type**   |                                   |
|                                   |                                   |
| -   **NXX code opening troubles** |                                   |
|                                   |                                   |
| -   **Access line/circuit count   |                                   |
|     taken from the previous       |                                   |
|     month.**                      |                                   |
|                                   |                                   |
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes inside wire.**     |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **POTS Residence**                |                                   |
|                                   |                                   |
| **POTS Business**                 |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total Number of Customer initial | # Needs to be reported by:        |
| and repeat network trouble        |                                   |
| reports / Number of access        | -   **CLEC**                      |
| lines/circuits/UNEs in service at |                                   |
| the end of the prior reporting    | -   **CLECs in the aggregate**    |
| period)                           |                                   |
|                                   | -   **ILEC**                      |
| x 100                             |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **13b. Measurement**              |                                   |
+-----------------------------------+-----------------------------------+
| **Customer Trouble Report Rate -  |                                   |
| Design**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the total number of    |                                   |
| network customer trouble reports  |                                   |
| received within a calendar month  |                                   |
| per 100 circuits.**               |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes inside wire.**     |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Needs to be reported by:**  |                                   |
|                                   |                                   |
| -   **SGT, service group type**   |                                   |
|                                   |                                   |
| -   **NXX code opening troubles** |                                   |
|                                   |                                   |
| -   **Access line/circuit count   |                                   |
|     taken from the previous       |                                   |
|     month.**                      |                                   |
|                                   |                                   |
| -   **Excludes CPE and IEC/CLEC   |                                   |
|     caused troubles.**            |                                   |
|                                   |                                   |
| -   **Excludes Subsequent         |                                   |
|     reports.**                    |                                   |
|                                   |                                   |
| -   **Excludes Message Reports    |                                   |
|     (circuit reports for which    |                                   |
|     ILEC has no records).**       |                                   |
|                                   |                                   |
| -   **Excludes Message Covers.**  |                                   |
|                                   |                                   |
| -   **Excludes inside wire.**     |                                   |
|                                   |                                   |
| -   **Excludes ILEC employee      |                                   |
|     generated reports.**          |                                   |
|                                   |                                   |
| -   Interconnection trunks are    |                                   |
|     non-dispatch e.g.             |                                   |
|     dispatch-in.                  |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Comparison for Resale is        |                                   |
| analogous Retail product.         |                                   |
| Products included are:**          |                                   |
|                                   |                                   |
| **ISDN**                          |                                   |
|                                   |                                   |
| **CENTREX**                       |                                   |
|                                   |                                   |
| **PBX**                           |                                   |
|                                   |                                   |
| **DDS**                           |                                   |
|                                   |                                   |
| **DS1**                           |                                   |
|                                   |                                   |
| **DS3**                           |                                   |
|                                   |                                   |
| **VGPL/DS0**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total Number of Customer initial | # Needs to be reported by:        |
| and repeat network trouble        |                                   |
| reports / Number of access        | -   **CLEC**                      |
| lines/circuits/UNEs in service at |                                   |
| the end of the prior reporting    | -   **CLECs in the aggregate**    |
| period)                           |                                   |
|                                   | -   **ILEC**                      |
| x 100                             |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------------------------------------------+
| **13c. Measurement**                                                  |
+-----------------------------------------------------------------------+
| **Customer Trouble Report Rate -UNE**                                 |
+-----------------------------------------------------------------------+
| **Definition:**                                                       |
+-----------------------------------------------------------------------+
| **Measures the total number of network customer trouble reports       |
| received within a calendar month per 100 UNEs.**                      |
+-----------------------------------------------------------------------+
| **Exclusions**                                                        |
+-----------------------------------------------------------------------+
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes inside wire.**                                         |
|                                                                       |
| -   **Excludes ILEC employee generated reports.**                     |
+-----------------------------------------------------------------------+
| **Business Rules:**                                                   |
+-----------------------------------------------------------------------+
| -   **Needs to be reported by:**                                      |
|                                                                       |
| -   **SGT, service group type (including PNP)**                       |
|                                                                       |
| -   **NXX code opening troubles**                                     |
|                                                                       |
| -   **Access line/circuit count taken from the previous month.**      |
|                                                                       |
| -   **Excludes CPE and IEC/CLEC caused troubles.**                    |
|                                                                       |
| -   **Excludes Subsequent reports.**                                  |
|                                                                       |
| -   **Excludes Message Reports (circuit reports for which ILEC has no |
|     records).**                                                       |
|                                                                       |
| -   **Excludes Message Covers.**                                      |
|                                                                       |
| -   **Excludes inside wire.**                                         |
|                                                                       |
| -   **Excludes ILEC employee generated reports**                      |
|                                                                       |
| -   Interconnection trunks are non-dispatch e.g. dispatch-in.         |
+-----------------------------------------------------------------------+

+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for UNE measured for the | **Pacific Bell/Nevada Bell        |
| following UNEs:**                 | Retail**                          |
|                                   |                                   |
| **2/4w (8db) analog loop**        | **POTS - Business (Dispatch)**    |
|                                   |                                   |
| **2/4w (5.5 db) assured analog    | **POTS Business Assured (PBX)**   |
| loop**                            |                                   |
|                                   | **ISDN(BRI)**                     |
| **2w digital loop (ISDN)**        |                                   |
|                                   | **ADSL**                          |
| **2w digital loop (xDSL)**        |                                   |
|                                   | **DS1**                           |
| **4w digital loop (ISDN PRI)**    |                                   |
|                                   | **POTS - Business (Dispatch)**    |
| **UNE Port -- Basic Analog**      |                                   |
|                                   | **CENTREX**                       |
| **UNE Port -- CENTREX**           |                                   |
|                                   | **PBX DID**                       |
| **UNE Port -- PBX DID**           |                                   |
|                                   | **CENTREX**                       |
| **UNE Port -- ISDN (BRI)**        |                                   |
|                                   | **DS1/ISDN(PRI)**                 |
| **UNE Port -- DS1/ISDN (PRI)**    |                                   |
|                                   | **HICAP (DS1 & DS3)**             |
| **UNE Dedicated Transport**       |                                   |
|                                   | **Analogous Retail Service**      |
| **UNE Platform**                  |                                   |
|                                   | **ILEC Dedicated Trunks**         |
| **Interconnection Trunks          |                                   |
| (no-dispatch)**                   | **(Issue still to be resolved)**  |
|                                   |                                   |
| **PNP - Port Out**                |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| (Total Number of Customer initial | # Needs to be reported by:        |
| and repeat network trouble        |                                   |
| reports / Number of access        | -   **CLEC**                      |
| lines/circuits/UNEs in service at |                                   |
| the end of the prior reporting    | -   **CLECs in the aggregate**    |
| period)                           |                                   |
|                                   | -   **ILEC**                      |
| x 100                             |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

**Interconnection**

+-----------------------------------+-----------------------------------+
| **14. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Average Trunk Restoration       |                                   |
| Interval for Service Affecting    |                                   |
| Trunk Groups -- (New)**           |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **The average time to restore     |                                   |
| service affecting trunk groups.** |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Items beyond Pacific        |                                   |
|     Bell/Nevada Bell Control**    |                                   |
|                                   |                                   |
| -   **CLEC Switch and Facility    |                                   |
|     failures**                    |                                   |
|                                   |                                   |
| -   **Cable cuts/Fiber cuts**     |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Service affecting is defined as |                                   |
| 20% of a trunk group              |                                   |
| out-of-service that causes trunk  |                                   |
| group blockage. The clock starts  |                                   |
| on receipt of a trouble ticket    |                                   |
| from the CLEC that identifies a   |                                   |
| service affecting condition. The  |                                   |
| clock stops after completion of   |                                   |
| work by Pacific Bell/Nevada       |                                   |
| Bell.**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Tandem trunk groups**       |                                   |
|                                   |                                   |
| -   **Non-Tandem trunk groups**   |                                   |
|                                   |                                   |
| -   **By Market Region**          |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **Total trunk group outage time / | **Reported for CLEC, all CLECs    |
| total trunk group trouble         | and Pacific Bell/Nevada Bell.**   |
| reports**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Tandem trunk groups -- 1 hour / |                                   |
| Non-Tandem -- 2 hours.**          |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| **15. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **% Trunk Blockage -- (New)**     |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Percent of calls blocked on     |                                   |
| outgoing traffic from Pacific     |                                   |
| Bell/Nevada Bell end office to    |                                   |
| CLEC end office and from Pacific  |                                   |
| Bell/Nevada Bell tandem to CLEC   |                                   |
| end office**                      |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| **None**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > Blocked calls and total calls   |                                   |
| > are gathered during the         |                                   |
| > official study week each month. |                                   |
| > This week is chosen from a      |                                   |
| > pre-determined schedule.        |                                   |
| >                                 |                                   |
| > **No penalties or liquidated    |                                   |
| > damages apply:**                |                                   |
|                                   |                                   |
| -   **If CLECs have trunks        |                                   |
|     busied-out for maintenance at |                                   |
|     their end, or if they have    |                                   |
|     other network problems which  |                                   |
|     are under their control.**    |                                   |
|                                   |                                   |
| -   **Pacific Bell/Nevada Bell is |                                   |
|     ready for turn-up on Due Date |                                   |
|     and CLEC is not ready or not  |                                   |
|     available for turn-up of      |                                   |
|     trunks.**                     |                                   |
|                                   |                                   |
| -   **If CLEC does not take       |                                   |
|     action upon receipt of Trunk  |                                   |
|     Group Service Request (TGSR)  |                                   |
|     or ASR within 3 days when a   |                                   |
|     Call Blocking situation is    |                                   |
|     identified by Pacific         |                                   |
|     Bell/Nevada Bell or in the    |                                   |
|     timeframe specified in the    |                                   |
|     ICA.**                        |                                   |
|                                   |                                   |
| -   **If CLEC fails to provide a  |                                   |
|     forecast.**                   |                                   |
|                                   |                                   |
| -   **If CLEC's actual trunk      |                                   |
|     usage, as shown by Pacific    |                                   |
|     Bell/Nevada Bell from traffic |                                   |
|     usage studies, is more than   |                                   |
|     25% above CLEC's most recent  |                                   |
|     forecast, which must have     |                                   |
|     been provided within the last |                                   |
|     six-months unless a different |                                   |
|     timeframe is specified in an  |                                   |
|     interconnection agreement.**  |                                   |
|                                   |                                   |
| > The exclusions do not apply if  |                                   |
| > Pacific Bell/Nevada Bell fails  |                                   |
| > to timely provide CLEC with     |                                   |
| > traffic utilization data        |                                   |
| > reasonably required for CLEC to |                                   |
| > develop its forecast or if      |                                   |
| > Pacific Bell/Nevada Bell        |                                   |
| > refuses to accept CLEC trunk    |                                   |
| > orders (ASRs or TGSRs) that are |                                   |
| > within the CLEC's reasonable    |                                   |
| > forecast regardless of what the |                                   |
| > current usage data is.          |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **The Pacific Bell/Nevada     |                                   |
|     Bell end office to CLEC end   |                                   |
|     office and Pacific            |                                   |
|     Bell/Nevada Bell tandem to    |                                   |
|     CLEC end office trunk         |                                   |
|     blockage will be reported     |                                   |
|     separately**                  |                                   |
|                                   |                                   |
| -   **By Market Region**          |                                   |
+-----------------------------------+-----------------------------------+
| -   **Calculation:**              | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **(Count of blocked calls / total | **Reported for CLEC, all CLECs    |
| calls offered)**                  | and Pacific Bell/Nevada Bell.**   |
|                                   |                                   |
| **x 100**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Dedicated Trunk Groups not to   |                                   |
| exceed blocking standard of       |                                   |
| B.01.**                           |                                   |
+-----------------------------------+-----------------------------------+

**Coordinated Conversions**

+-----------------------------------+-----------------------------------+
| **16. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Coordinated Customer Conversion |                                   |
| as a Percentage on Time**         |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| Measures the percentage of        |                                   |
| coordinated orders (TBCC)         |                                   |
| completed on time for all orders  |                                   |
| where CLEC has requested          |                                   |
| coordination (including PNP).     |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes CLEC caused        |                                   |
|     misses.**                     |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     customer reasons, the order   |                                   |
|     should be excluded from this  |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     company reasons, the order    |                                   |
|     should be included in this    |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   **Exclude PIC and LPIC        |                                   |
|     orders.**                     |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Orders (TBCC) completed on  |                                   |
|     time (within one hour of      |                                   |
|     committed order due time) for |                                   |
|     all orders where CLEC has     |                                   |
|     requested coordination refers |                                   |
|     to the "Due" time of the TBCC |                                   |
|     designation.**                |                                   |
|                                   |                                   |
| -   **Requires an end time for a  |                                   |
|     TBCC order.**                 |                                   |
|                                   |                                   |
| -   **Estimated time to complete  |                                   |
|     an order + 1 hour to be       |                                   |
|     compared to completion time   |                                   |
|     for retail parity.**          |                                   |
|                                   |                                   |
| -   **Most recent TBCC is the     |                                   |
|     coordinated cut to be used in |                                   |
|     this measurement.**           |                                   |
|                                   |                                   |
| -   **Report period is a calendar |                                   |
|     month.**                      |                                   |
|                                   |                                   |
| -   **The start time of requests  |                                   |
|     received after the end of the |                                   |
|     business day will be the      |                                   |
|     beginning of the next         |                                   |
|     business day. Business day is |                                   |
|     defined as published hours of |                                   |
|     operation or the ILEC         |                                   |
|     ordering center.**            |                                   |
|                                   |                                   |
| -   **Business days (M-F,         |                                   |
|     excluding PB/NB official      |                                   |
|     holidays)**                   |                                   |
|                                   |                                   |
| -   **Business hours:**           |                                   |
|                                   |                                   |
| > **Resale/Retail 8 a.m. to 5     |                                   |
| > p.m.**                          |                                   |
| >                                 |                                   |
| > **Facility based 8 a.m. to 5    |                                   |
| > p.m.**                          |                                   |
|                                   |                                   |
| -   **Excludes CLEC caused        |                                   |
|     misses.**                     |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     customer reasons, the order   |                                   |
|     should be excluded from this  |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   **If the original due date on |                                   |
|     an order is missed due to     |                                   |
|     company reasons, the order    |                                   |
|     should be included in this    |                                   |
|     measure, regardless if there  |                                   |
|     are future misses on the      |                                   |
|     order (company or             |                                   |
|     customer).**                  |                                   |
|                                   |                                   |
| -   Exclude PIC and LPIC orders.  |                                   |
|                                   |                                   |
| -   **Applies to CLEC requested   |                                   |
|     coordinated orders only       |                                   |
|     (including Number Portability |                                   |
|     orders where coordination is  |                                   |
|     requested by the CLEC).**     |                                   |
+-----------------------------------+-----------------------------------+
| -   **Disaggregation:**           |                                   |
+-----------------------------------+-----------------------------------+
| **Completed coordinated service   |                                   |
| orders**                          |                                   |
|                                   |                                   |
| -   **Coor. Conversions (Res.)    |                                   |
|     Coor. Conv. (Res)**           |                                   |
|                                   |                                   |
| -   **Coor. Conversions (Bus.)    |                                   |
|     Coor. Conv. (Bus)**           |                                   |
|                                   |                                   |
| -   Coor. Conversions (PNP-Port   |                                   |
|     Out) Coor. Conv. (PNP-Port    |                                   |
|     In/Back)                      |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **((Number of coordinated orders  | # Needs to be reported by:        |
| completed by due date and time) / |                                   |
| (Count of coordinated orders      | -   **CLEC**                      |
| completed in reporting period)) x |                                   |
| 100**                             | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC**                      |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity**                        |                                   |
+-----------------------------------+-----------------------------------+

**Collocation**

+-----------------------------------+-----------------------------------+
| **17. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **% Missed collocation due dates  |                                   |
| -- (New)**                        |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **The percent of Pacific          |                                   |
| Bell/Nevada Bell caused missed    |                                   |
| due dates for Collocation         |                                   |
| projects.**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| **None**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| > **The clock starts when Pacific |                                   |
| > Bell/Nevada Bell receives, in   |                                   |
| > compliance with the approved    |                                   |
| > tariff, payment and return of   |                                   |
| > proposed layout for space as    |                                   |
| > specified in the application    |                                   |
| > form from the CLEC and the      |                                   |
| > clock stops when the            |                                   |
| > collocation cage is complete    |                                   |
| > and ready for CLEC occupancy.   |                                   |
| > Due Date Extensions will be     |                                   |
| > extended when mutually agreed   |                                   |
| > to by Pacific Bell/Nevada Bell  |                                   |
| > and the CLEC, or when a CLEC    |                                   |
| > fails to complete work items    |                                   |
| > for which they are responsible  |                                   |
| > in the allotted time frame. The |                                   |
| > extended due date will be       |                                   |
| > calculated by adding to the     |                                   |
| > original due date the number of |                                   |
| > calendar days that the CLEC was |                                   |
| > late in performing said work    |                                   |
| > items. Work items include but   |                                   |
| > are not limited to:**           |                                   |
|                                   |                                   |
| -   **CLEC return to Pacific      |                                   |
|     Bell/Nevada Bell corrected    |                                   |
|     and complete floor plan       |                                   |
|     drawings**                    |                                   |
|                                   |                                   |
| -   **CLEC placement of required  |                                   |
|     component(s)**                |                                   |
|                                   |                                   |
| **If the business rules and       |                                   |
| tariff are inconsistent, the      |                                   |
| terms of the tariff will apply.** |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Physical, virtual, and          |                                   |
| additions**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **(Count of number of Pacific     | **Reported for individual CLEC    |
| Bell/Nevada Bell caused missed    | and all CLECs**                   |
| due dates for physical            |                                   |
| collocation facilities / total    |                                   |
| number of physical collocation    |                                   |
| projects)**                       |                                   |
|                                   |                                   |
| **x 100**                         |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **95% within the due date.        |                                   |
| Damages and Assessments will be   |                                   |
| calculated based on the number of |                                   |
| days late.**                      |                                   |
+-----------------------------------+-----------------------------------+

**Billing**

+-----------------------------------+-----------------------------------+
| **18. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Billing Timeliness**            |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **This measurement captures the   |                                   |
| elapsed number of days between    |                                   |
| the scheduled close of a Bill     |                                   |
| Cycle and the ILEC's successful   |                                   |
| transmission of the associated    |                                   |
| invoice to the CLEC.**            |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| -   **Excludes:**                 |                                   |
|                                   |                                   |
| -   **paper bill**                |                                   |
|                                   |                                   |
| -   **magnetic bill**             |                                   |
|                                   |                                   |
| -   **CD ROM bill**               |                                   |
|                                   |                                   |
| -   **Custom Bill diskette bill** |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the time the bill is   |                                   |
| made available to CLEC**          |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Needs to be reported by:**  |                                   |
|                                   |                                   |
| -   **Resale**                    |                                   |
|                                   |                                   |
| -   **UNE (IntraLATA and          |                                   |
|     InterLATA, etc.)**            |                                   |
|                                   |                                   |
| -                                 |                                   |
|    **Facilities/Interconnection** |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **Sum ((Invoice Transmission      | -   **Needs to be reported by:**  |
| Availability Date) -- (Date of    |                                   |
| Scheduled Bill Cycle Close)) /    | -   **CLEC**                      |
| (Count of Invoices Transmitted in |                                   |
| Reporting Period)**               | -   **CLECs in the aggregate**    |
|                                   |                                   |
|                                   | -   **ILEC Affiliates**           |
+-----------------------------------+-----------------------------------+
| -   **Benchmark:**                |                                   |
+-----------------------------------+-----------------------------------+
| **Standard -- 99% within 10       |                                   |
| days**                            |                                   |
+-----------------------------------+-----------------------------------+

**OSS**

+-----------------------------------+-----------------------------------+
| **19. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Percentage of Time Interface is |                                   |
| Available**                       |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures percent of time OSS    |                                   |
| interface is available compared   |                                   |
| to scheduled availability.**      |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| **None**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Report period is a calendar |                                   |
|     month.**                      |                                   |
|                                   |                                   |
| -   **By interface type for all   |                                   |
|     interfaces accessed by        |                                   |
|     CLECs**                       |                                   |
|                                   |                                   |
| -   **pre-ordering**              |                                   |
|                                   |                                   |
| -   **ordering**                  |                                   |
|                                   |                                   |
| -   **maintenance**               |                                   |
|                                   |                                   |
| -   **Outage hours are obtained   |                                   |
|     from outage reports.**        |                                   |
|                                   |                                   |
| -   **Any change requests for     |                                   |
|     extended availability during  |                                   |
|     the reporting period are      |                                   |
|     added to the scheduled        |                                   |
|     hours.**                      |                                   |
+-----------------------------------+-----------------------------------+
| -   **Disaggregation:**           |                                   |
+-----------------------------------+-----------------------------------+
| -   **By interface type for all   |                                   |
|     interfaces accessed by        |                                   |
|     CLECs:**                      |                                   |
|                                   |                                   |
| -   **pre-ordering**              |                                   |
|                                   |                                   |
| -   **ordering**                  |                                   |
|                                   |                                   |
| -   **maintenance**               |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **((Number of Scheduled System    | -   **Needs to be reported by:**  |
| Available hours)-(Number of       |                                   |
| Unscheduled System Unavailable    | -   **CLEC in the aggregate**     |
| Hours)) / Scheduled System        |                                   |
| Available Hours) x 100**          | -   **ILEC**                      |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **Parity for Pacific Bell/Nevada  |                                   |
| Bell for systems used by both     |                                   |
| ILEC and CLEC.**                  |                                   |
|                                   |                                   |
| **Benchmark 99.25% for OSS        |                                   |
| interfaces used exclusively by    |                                   |
| CLECs.**                          |                                   |
+-----------------------------------+-----------------------------------+

Interconnection

+-----------------------------------+-----------------------------------+
| **20. Measurement**               |                                   |
+-----------------------------------+-----------------------------------+
| **Percent Blocking on Common      |                                   |
| Trunks**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Definition:**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Measures the percent of common  |                                   |
| and shared transport trunk groups |                                   |
| exceeding 2% blockage.**          |                                   |
+-----------------------------------+-----------------------------------+
| **Exclusions**                    |                                   |
+-----------------------------------+-----------------------------------+
| **None**                          |                                   |
+-----------------------------------+-----------------------------------+
| **Business Rules:**               |                                   |
+-----------------------------------+-----------------------------------+
| -   **Report month is the         |                                   |
|     calendar month.**             |                                   |
|                                   |                                   |
| -   **Threshold exception trunk   |                                   |
|     detail.**                     |                                   |
|                                   |                                   |
| -   **Needs to be reported by:**  |                                   |
|                                   |                                   |
| > **Common/shared transport trunk |                                   |
| > group type**                    |                                   |
|                                   |                                   |
| -   **Exception reporting only.** |                                   |
|                                   |                                   |
| -   **Includes histogram          |                                   |
|     distribution chart.**         |                                   |
+-----------------------------------+-----------------------------------+
| **Disaggregation:**               |                                   |
+-----------------------------------+-----------------------------------+
| **Needs to be reported by trunk   |                                   |
| type.**                           |                                   |
+-----------------------------------+-----------------------------------+
| **Calculation:**                  | **Report Structure:**             |
+-----------------------------------+-----------------------------------+
| **(Number of common and shared    | -   **Needs to be reported by:**  |
| transport trunk groups exceeding  |                                   |
| 2% blockage / Total number of     | > **Common/shared transport trunk |
| common and shared transport trunk | > group**                         |
| groups) x 100**                   |                                   |
+-----------------------------------+-----------------------------------+
| **Benchmark:**                    |                                   |
+-----------------------------------+-----------------------------------+
| **2% of trunk groups blocking at  |                                   |
| no more than 2% blocking**        |                                   |
+-----------------------------------+-----------------------------------+

Attachment A-3

CALCULATION OF

PARITY AND BENCHMARK PERFORMANCE

AND VOLUNTARY PAYMENTS

I. Z-Tests

-   Modified Z-tests, as outlined below, will be used to determine
    parity when comparing an SBC/Ameritech incumbent LEC's and the
    CLEC's results for the difference between two means or two
    percentages, or the difference in two proportions.

-   The modified Z-tests are applicable if the number of data points is
    greater than 30 for averages or means. For measurements with less
    than 30 data points SWBT may use the permutations test or
    Alternative-1 described under "Qualifications to use Z-Test heading
    below.

-   Parity exists when the measured results in a single month (whether
    in the form of means, percents, or proportions) for the same
    measurement, at equivalent disaggregation, for both SWBT and the
    CLEC are used to calculate a Z-test statistic and the resulting
    value is no greater than the critical Z-value as discussed below.

-   For parity measurement results that are expressed as averages or
    means:

    Z = (DIFF) / δ[~diff~]{.smallcaps}

    Where;

    DIFF = M[~ilec~]{.smallcaps} -- M[~clec~]{.smallcaps}

    M[~ilec~]{.smallcaps} = ILEC Average

    M~[clec]{.smallcaps}~ = CLEC Average

    δ~[diff]{.smallcaps}~ = SQRT \[δ^2^~[ilec]{.smallcaps}~ (1/ n
    ~[clec]{.smallcaps}~ + 1/ n [~ilec~]{.smallcaps})\]

    δ^2^~[ilec]{.smallcaps}~ = Calculated variance for ILEC.

    n[~ilec~]{.smallcaps} = number of observations or samples used in
    ILEC measurement

    n[~clec~]{.smallcaps} = number of observations or samples used in
    CLEC measurement

-   For benchmark measurement results that are expressed as averages or
    means:

    z = (DIFF) / 1

    Where;

    DIFF = Benchmark -- M[~clec~]{.smallcaps}

    M~[clec]{.smallcaps}~ = CLEC Average

    For parity measurement results that are expressed as percentages or
    proportions:

    [Step 1]{.underline}:

    (n[~ilec~]{.smallcaps}P[~ilec~]{.smallcaps} +
    n[~clec~]{.smallcaps}P[~clec~]{.smallcaps})

    ρ = \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

    n[~ilec~]{.smallcaps} + n[~clec~]{.smallcaps}

    [Step 2]{.underline}:

    σ[~Pilec-Pclec~]{.smallcaps} =
    sqrt\[\[ρ(1-ρ)\]/n[~ilec~]{.smallcaps} +
    \[ρ(1-ρ)\]/n[~clec~]{.smallcaps}\]

    [Step 3]{.underline}:

    Z = (P[~ilec~]{.smallcaps} --
    [P~clec~]{.smallcaps})/σ~[Pilec]{.smallcaps}-[Pclec]{.smallcaps}~

    Where: n = Number of Observations

########  P = Percentage or Proportion {#p-percentage-or-proportion .unnumbered}

-   For benchmark measurement results that are expressed as percentages
    or proportions:

    Z = (benchmark -- [P~clec~]{.smallcaps})/1

######## Where: n = Number of Observations {#where-n-number-of-observations .unnumbered}

P~clec~ = Percentage or Proportion for CLEC

-   For measurement results that are expressed as rates or a ratio:

    z = (DIFF) / δ[~diff~]{.smallcaps}

    Where;

    DIFF = [R~ilec\ ~]{.smallcaps}− [R~clec~]{.smallcaps}

    R~[ilec]{.smallcaps}~ =
    num[~ilec~]{.smallcaps}/denom[~ilec~]{.smallcaps}

    R~[clec]{.smallcaps}~ =
    num[~clec~]{.smallcaps}/denom[~clec~]{.smallcaps}

    δ[~diff~]{.smallcaps}= SQRT \[R[~ilec~]{.smallcaps}
    (1/denom~[clec]{.smallcaps}~ + 1/ denom[~ilec~]{.smallcaps})\]

    **[II. Qualifications To Use Z-Test:]{.underline}**

-   The proposed Z-tests are applicable to reported measurements that
    contain 30 or more data points.

-   For measurements where the performance delivered to CLEC is compared
    to SWBT performance and for which the number of data points are 29
    or less, The following Alternative may be used:

Alternative 1:

1.  For measurements that are expressed as averages, performance
    delivered to a CLEC for each observation shall not exceed the ILEC
    averages plus the applicable critical Z-value. If the CLEC's
    performance is outside the ILEC average plus the critical Z-value
    and it is the second consecutive month, SWBT can utilize the Z-test
    as applicable for sample sizes 30 or greater or the permutation test
    to provide evidence of parity. If SWBT uses the Z-test for samples
    under 30, the CLEC can independently perform the permutation test to
    validate SWBT's results.

2.  For measurements that are expressed as percentages, the percentage
    for CLEC shall not exceed ILEC percentage plus the applicable
    critical Z-value. If the CLEC's performance is outside the ILEC
    percentage plus the critical Z-value and it is the second
    consecutive month, SWBT can utilize the Z-test as applicable for
    sample sizes 30 or greater or the permutation test to provide
    evidence of parity. If SWBT uses the Z-test for samples under 30,
    the CLEC can independently perform the permutation test to validate
    SWBT's results.

Alternative 2:

> Permutation analysis will be applied to calculate the z-statistic
> using the following logic:

1.  Choose a sufficiently large number T.

2.  Pool and mix the CLEC and ILEC data sets

3.  Randomly subdivide the pooled data sets into two pools, one the same
    size as the original CLEC data set (n~CLEC~ ) and one reflecting the
    remaining data points, (which is equal to the size of the original
    ILEC data set or n~ILEC~).

4.  Compute and store the Z-test score (Z~S~) for this sample.

5.  Repeat steps 3 and 4 for the remaining T-1 sample pairs to be
    analyzed. (If the number of possibilities is less than 1 million,
    include a programmatic check to prevent drawing the same pair of
    samples more than once).

6.  Order the Z~S~ results computed and stored in step 4 from lowest to
    highest.

7.  Compute the Z-test score for the original two data sets and find its
    rank in the ordering determined in step 6.

8.  Repeat the steps 2-7 ten times and combine the results to determine
    P = (Summation of ranks in each of the 10 runs divided by 10T)

9.  Using a cumulative standard normal distribution table, find the
    value Z~A~ such that the probability (or cumulative area under the
    standard normal curve) is equal to P calculated in step 8.

10. Compare Z~A~ with the desired critical value as determined from the
    critical Z table. If Z~A~ \> the designated critical Z-value in the
    table, then the performance is non-compliant.

**[III. Critical Z-Test Value]{.underline}**

The following table will be used for determining the Critical Z-value
for each measurement. The table can be extended to include CLECs with
fewer performance measurements.

### Critical Z - Statistic Table

+----------------------------------+-----------------------------------+
| **Number of Performance          | **Critical Z-value**              |
| Measurements**                   |                                   |
+----------------------------------+-----------------------------------+
| 10-19                            | 1.79                              |
+----------------------------------+-----------------------------------+
| 20-29                            | 1.73                              |
+----------------------------------+-----------------------------------+
| 30-39                            | 1.68                              |
+----------------------------------+-----------------------------------+
| 40-49                            | 1.81                              |
+----------------------------------+-----------------------------------+
| 50-59                            | 1.75                              |
+----------------------------------+-----------------------------------+
| 60-69                            | 1.7                               |
+----------------------------------+-----------------------------------+
| 70 --79                          | 1.68                              |
+----------------------------------+-----------------------------------+
| 80 -- 89                         | 1.74                              |
+----------------------------------+-----------------------------------+
| 90 -- 99                         | 1.71                              |
+----------------------------------+-----------------------------------+
| 100 -- 109                       | 1.68                              |
+----------------------------------+-----------------------------------+
| 110 --119                        | 1.7                               |
+----------------------------------+-----------------------------------+
| 120 -- 139                       | 1.72                              |
+----------------------------------+-----------------------------------+
| 140 -- 159                       | 1.68                              |
+----------------------------------+-----------------------------------+
| 160 -- 179                       | 1.69                              |
+----------------------------------+-----------------------------------+
| 180 -- 199                       | 1.7                               |
+----------------------------------+-----------------------------------+
| 200 -- 249                       | 1.7                               |
+----------------------------------+-----------------------------------+
| 250 -- 299                       | 1.7                               |
+----------------------------------+-----------------------------------+
| 300 -- 399                       | 1.7                               |
+----------------------------------+-----------------------------------+
| 400 -- 499                       | 1.7                               |
+----------------------------------+-----------------------------------+
| 500 -- 599                       | 1.72                              |
+----------------------------------+-----------------------------------+
| 600 -- 699                       | 1.72                              |
+----------------------------------+-----------------------------------+
| 700 -- 799                       | 1.73                              |
+----------------------------------+-----------------------------------+
| 800 -- 899                       | 1.75                              |
+----------------------------------+-----------------------------------+
| 900 -- 999                       | 1.77                              |
+----------------------------------+-----------------------------------+
| 1000 and above                   | Calculated for                    |
|                                  |                                   |
|                                  | Type-1 Error Probability of 5%    |
+----------------------------------+-----------------------------------+

##### [IV. Methods Of Calculating Per Occurrence Voluntary Payments]{.underline}

**[Measurements For Which The Reporting Dimensions Are Averages Or
Means.]{.underline}**

> Step 1: Calculate the average or the mean for the measurement for the
> CLEC that would yield the Critical Z-value for the third consecutive
> month. Use the same denominator as the one used in calculating the
> Z-statistic for the measurement. (For benchmark measurements,
> substitute the benchmark value for the value calculated in the
> preceding sentences).
>
> Step 2: Calculate the percentage difference between the actual average
> and the calculated average for the third consecutive month.
>
> Step 3: Multiply the total number of data points by the percentage
> calculated in the previous step. Calculate the average for three
> months and multiply the result by \$1500, \$900, and \$600 for
> Measurements that are designated as High, Medium, and Low
> respectively; to determine the applicable assessment payable to the
> U.S. Treasury for that measure.

**[Measurements For Which The Reporting Dimensions Are
Percentages.]{.underline}**

> Step 1: Calculate the percentage for the measurement for the CLEC that
> would yield the Critical Z-value for the third consecutive month. Use
> the same denominator as the one used in calculating the Z-statistic
> for the measure. (For benchmark measurements, substitute the benchmark
> value for the value calculated in the preceding sentences).
>
> Step 2: Calculate the difference between the actual percentage for the
> CLEC and the calculated percentage for each of the three non-compliant
> months.
>
> Step 3: Multiply the total number of data points by the percentage
> calculated in the previous step. Calculate the average for three
> months and multiply the result by \$1500, \$900, and \$600 for
> measurements that are designated High, Medium, and Low respectively:
> to determine the applicable assessment payable to the U.S. Treasury.

**[Measurements For Which The Reporting Dimensions Are Ratios Or
Proportions.]{.underline}**

> Step 1: Calculate the ratio for the measurement for the CLEC that
> would yield the Critical Z-value for the third consecutive month. Use
> the same denominator as the one used in calculating the Z-statistic
> for the measure. (For benchmark measurements, substitute the benchmark
> value for the value calculated in the preceding sentences).
>
> Step 2: Calculate the percentage difference between the actual ratio
> for the CLEC and the calculated ratio for each month of the
> non-compliant three-month period.
>
> Step 3: Multiply the total number of service orders by the percentage
> calculated in the previous step for each month. Calculate the average
> for three months and multiply the result by \$1500, \$900, and \$600
> for measurements that are designated as High, Medium, and Low
> respectively; to determine the applicable assessment for that measure.

**[Measurements for Which Payment Is Per Occurrence With A
Cap]{.underline}**

Voluntary payments are calculated on a per occurrence basis in
accordance with the methodologies described above and are payable up to
the caps identified in Attachment A-4.

**[V. Methods Of Calculating Per Measurement Voluntary
Payments]{.underline}**

Per measurement voluntary payments are payable as detailed in the
Voluntary Payments Table below if the actual Z-value exceeds the
critical Z-value.

**ATTACHMENT A-4**

**VOLUNTARY PAYMENTS TABLE FOR MEASUREMENTS**

**Per Occurrence**

  ------------------------------------------------- ---------------------
  Measurement Group                                 

  High                                              \$1500

  Medium                                            \$900

  Low                                               \$600
  ------------------------------------------------- ---------------------

**Per Measurement/Per Occurrence Caps**

  ------------------------------------------------- ---------------------
  Measurement Group                                 

  High                                              \$225,000

  Medium                                            \$90,000

  Low                                               \$60,000
  ------------------------------------------------- ---------------------

**ATTACHMENT A-5a**

**SBC/AMERITECH MEASUREMENT LIST\
(EXCEPT CALIFORNIA AND NEVADA)**

  --------------------- --------- ---------------------- -------------------------- -------- -------- -------- -----------
  **MEASUREMENT LIST                                                                                           
  (EXCEPT CALIFORNIA                                                                                           
  AND NEVADA)**                                                                                                

                        **FPP**   **Benchmark/Parity**   **Measurement Name**                                  **Pay**

                                                                                    **Y1**   **Y2**   **Y3**   

  **OSS**               1         B                      \% FOC received in \'X\'   M        M        M        occur/cap
                                                         hours                                                 

                        2         B                      Average Response Time for  M        M        M        occur/cap
                                                         OSS preorder interfaces                               

                        3         P                      Order Process Percent Flow H        H        H        occur/cap
                                                         Through                                               

                                                                                                               

  **Provisioning**      4a        P                      \% SBC caused missed due   H        H        H        occur
                                                         dates - POTS                                          

                        4b        P                      \% SWBT caused missed due  H        H        H        occur
                                                         dates - Design                                        

                        4c        P                      \% SWBT caused missed due  H        H        H        occur
                                                         dates                                                 

                        4d        B                      \% Mechanized Completions  L        L        L        occur
                                                         Returned Within one Day Of                            
                                                         Work Completion                                       

                        5a        P                      Percent Trouble Report     H        H        H        occur
                                                         Within 10 Days (I-10) of                              
                                                         Installation -- POTS                                  

                        5b        P                      Percent Installation       H        H        H        occur
                                                         Reports (Trouble Reports)                             
                                                         Within 30 Days (I-30) of                              
                                                         Installation - Design                                 

                        5c        P                      Percent Installation       H        H        H        occur
                                                         Reports (Trouble Reports)                             
                                                         Within 30 Days (I-30) of                              
                                                         Installation - UNE                                    

                        6a        P                      Mean Installation          H        H        H        occur
                                                         Interval - POTS                                       

                        6b        P                      Average Installation       H        H        H        occur
                                                         Interval - POTS                                       

                        6c        B                      \% Installation completed  M        H        H        occur
                                                         in \'X\' days - UNE                                   

                        7a        P                      Average Delay Days For     L        L        L        occur
                                                         SWBT Caused Missed Due                                
                                                         Dates -- POTS                                         

                        7b        P                      Average Delay Days For     L        L        L        occur
                                                         SWBT Caused Missed Due                                
                                                         Dates -- Design                                       

                        7c        P                      Average Delay Days For     L        L        L        occur
                                                         SWBT Caused Missed Due                                
                                                         Dates -- UNE                                          

                        8         P                      Average installation       H        H        H        occur
                                                         interval - DSL                                        

                        9         P                      Average response time for  M        M        M        occur
                                                         loop qualification                                    
                                                         information                                           

                                                                                                               

  **Maintenance**       10a       P                      Percent Missed Repair      H        H        H        occur
                                                         Commitments - POTS                                    

                        10b       P                      Percent Missed Repair      H        H        H        occur
                                                         Commitments - UNE                                     

                        11a       P                      Percent Repeat Reports -   H        H        H        occur
                                                         POTS                                                  

                        11b       P                      Percent Repeat Reports -   H        H        H        occur
                                                         Design                                                

                        11c       P                      Percent Repeat Reports -   H        H        H        occur
                                                         UNE                                                   

                        12a       P                      Receipt To Clear           H        H        H        occur
                                                         Duration - POTS                                       

                        12b       P                      Mean Time To Restore -     H        H        H        occur
                                                         Design                                                

                        12c       P                      Mean Time To Restore - UNE H        H        H        occur

                        13a       P                      Trouble Report Rate - POTS H        H        H        occur

                        13b       P                      Failure Frequency --       L        L        L        occur
                                                         Design                                                

                        13c       P                      Trouble Report Rate - UNE  H        H        H        occur

                                                                                                               

  **Interconnection**   14        B                      Average Trunk Restoration  M        M        H        occur
                                                         Interval for Service                                  
                                                         Affecting Trunk Groups                                

                        15        B                      Percent Trunk Blockage     M        H        H        occur/cap

                                                                                                               

  **Local Number        16        B                      \% Pre-mature Disconnects  M        M        H        occur
  Portability**                                          (Coordinated Cutovers)                                

                                                                                                               

  **Collocation**       17        B                      \% missed collocation due  M        M        H        occur
                                                         date                                                  

                                                                                                               

  **Billing**           18        B                      Billing Timeliness         M        M        H        occur/cap

                                                                                                               

  **OSS**               19        B                      OSS Interface Availability M        M        H        meas

                                                                                                               

  **Interconnection**   20        B                      Common Transport Trunk     M        M        H        meas
                                                         Blockage                                              
  --------------------- --------- ---------------------- -------------------------- -------- -------- -------- -----------

**ATTACHMENT A-5b**

SBC/AMERITECH MEASUREMENT LIST\
(CALIFORNIA AND NEVADA)

  --------------------- --------- ------------- --------------------------------- -------- -------- -------- -----------
  **MEASUREMENT LIST                                                                                         
  (CALIFORNIA AND                                                                                            
  NEVADA)**                                                                                                  

                        **FPP**   **Benchmark / **Measurement Name**                                         **Pay**
                                  Parity**                                                                   

                                                                                  **Y1**   **Y2**   **Y3**   

  **OSS**               1         B             Average FOC Notice Interval       M        M        M        occur/cap

                        2         B/P           Average Response Time (to         M        M        M        occur/cap
                                                preorder queries)                                            

                        3         B             Percent of Flow Through Orders    H        H        H        occur/cap

                                                                                                             

  **Provisioning**      4a        P             \% of Due Dates Missed- POTS      H        H        H        occur

                        4b        P             \% of Due Dates Missed - Design   H        H        H        occur

                        4c        P             \% of Due Dates missed - UNE      H        H        H        occur

                        4d        B             Average Completion Notice         L        L        L        occur
                                                Interval                                                     

                        5a        P             Percent Troubles Within 30 Days   H        H        H        occur
                                                for New Orders - POTS                                        

                        5b        P             Percent Troubles Within 30 Days   H        H        H        occur
                                                for New Orders - Design                                      

                        5c        P             Percent Troubles Within 30 Days   H        H        H        occur
                                                for New Orders - UNE                                         

                        6a        P             Average Completed Interval - POTS H        H        H        occur

                        6b        P             Average Completed Interval -      H        H        H        occur
                                                Design                                                       

                        6c        P             Percent Installation completed    M        H        H        occur
                                                within Standard Interval -- UNE                              

                        7a        P             Delay Order Interval to           L        L        L        occur
                                                Completion Date - POTS                                       

                        7b        P             Delay Order Interval to           L        L        L        occur
                                                Completion Date - Design                                     

                        7c        P             Delay Order Interval to           L        L        L        occur
                                                Completion Date - UNE                                        

                        8         P             Average Completed Interval - DSL  H        H        H        occur

                        9         P             Average response time for loop    M        M        M        occur
                                                makeup information                                           

                                                                                                             

  **Maintenance**       10a       P             Percent of Cust. Trouble not      H        H        H        occur
                                                Resolved in Est. Time - POTS                                 

                        10b       P             Percent of Cust. Trouble not      H        H        H        occur
                                                Resolved in Est. Time - UNE                                  

                        11a       P             Frequency of Repeat Troubles in   H        H        H        occur
                                                30 day period-POTS                                           

                        11b       P             Frequency of Repeat Troubles in   H        H        H        occur
                                                30 day period-Design                                         

                        11c       P             Frequency of Repeat Troubles in   H        H        H        occur
                                                30 day period - UNE                                          

                        12a       P             Average Time to Restore - POTS    H        H        H        occur

                        12b       P             Average Time To Restore - Design  H        H        H        occur

                        12c       P             Average Time To Restore - UNE     H        H        H        occur

                        13a       P             Customer Trouble Report Rate -    H        H        H        occur
                                                POTS                                                         

                        13b       P             Customer Trouble Report Rate -    L        L        L        occur
                                                Design                                                       

                        13c       P             Customer Trouble Report Rate -    H        H        H        occur
                                                UNE                                                          

                                                                                                             

  **Interconnection**   14        B             Avg. Trunk Restoration Interval   M        M        H        occur
                                                for Service Affecting Trunk                                  
                                                Groups                                                       

                        15        P             Percent Blocking on               M        H        H        occur/cap
                                                Interconnection Trunks                                       

                                                                                                             

  **Coordinated         16        P             Coordinated Customer Conversions  M        M        H        occur
  Conversions**                                                                                              

                                                                                                             

  **Collocation**       17        B             Percent Missed Collocation Due    M        M        H        occur
                                                Dates                                                        

                                                                                                             

  **Billing**           18        B             Wholesale Bill Timeliness         M        M        H        occur/cap

                                                                                                             

  **OSS**               19        B             Percent of Time Interface is      M        M        H        meas
                                                Available                                                    

                                                                                                             

  **Interconnection**   20        B             Percent Blocking on Common Trunks M        M        H        meas
  --------------------- --------- ------------- --------------------------------- -------- -------- -------- -----------

##  ATTACHMENT A-6

**[YEAR 1]{.underline}**

  -------------------------- -- --- -------------------- ---------------------- -- -----------------------
                                    [CIPP CAPS                                     
                                    (\$M)]{.underline}                             

                                                                                   

  [State]{.underline}                                    [Annual]{.underline}      [Monthly]{.underline}

  Arkansas                                               \$ 4.16                   \$ 0.35

  California                                             \$ 79.01                  \$ 6.58

  Connecticut                                            \$ 9.56                   \$ 0.80

  Illinois                                               \$ 30.41                  \$ 2.53

  Indiana                                                \$ 9.71                   \$ 0.81

  Kansas                                                 \$ 5.89                   \$ 0.49

  Michigan                                               \$ 23.55                  \$ 1.96

  Missouri                                               \$ 10.87                  \$ 0.91

  Nevada                                                 \$ 1.54                   \$ 0.13

  Ohio                                                   \$ 17.81                  \$ 1.48

  Oklahoma                                               \$ 7.05                   \$ 0.59

  Texas                                                  \$ 40.99                  \$ 3.41

  Wisconsin                                              [\$ 9.45]{.underline}     [\$ 0.79]{.underline}

                                                         \$250.00                  \$ 20.83
  -------------------------- -- --- -------------------- ---------------------- -- -----------------------

**ATTACHMENT A-6 (cont'd)**

**[YEAR 2]{.underline}**

  ----------------------- -- ----- -------------------- ---------------------- ----------------------- ------ --
                                   [CIPP CAPS                                                                 
                                   (\$M)]{.underline}                                                         

                                                                                                              

  [State]{.underline}                                   [Annual]{.underline}   [Monthly]{.underline}          

  Arkansas                                              \$ 6.24                \$ 0.52                        

  California                                            \$ 118.51              \$ 9.88                        

  Connecticut                                           \$ 14.34               \$ 1.20                        

  Illinois                                              \$ 45.62               \$ 3.80                        

  Indiana                                               \$ 14.57               \$ 1.21                        

  Kansas                                                \$ 8.83                \$ 0.74                        

  Michigan                                              \$ 35.32               \$ 2.94                        

  Missouri                                              \$ 16.31               \$ 1.36                        

  Nevada                                                \$ 2.31                \$ 0.19                        

  Ohio                                                  \$ 26.72               \$ 2.23                        

  Oklahoma                                              \$ 10.57               \$ 0.88                        

  Texas                                                 \$ 61.48               \$ 5.12                        

  Wisconsin                                             [\$ 14.18]{.underline} [\$ 1.18]{.underline}          

                                                        \$ 375.00              \$ 31.25                       

                                                                                                              

                                                                                                              
  ----------------------- -- ----- -------------------- ---------------------- ----------------------- ------ --

**ATTACHMENT A-6 (cont'd)**

**[YEAR 3]{.underline}**

  ----------------------- -- ------ ---------------------- -------------------- ----------------------- -- ------ --
                                                           [CIPP CAPS                                             
                                                           (\$M)]{.underline}                                     

                                                                                                                  

  [State]{.underline}               [Annual]{.underline}                        [Monthly]{.underline}             

  Arkansas                          \$ 8.32                                     \$ 0.69                           

  California                        \$ 158.02                                   \$ 13.17                          

  Connecticut                       \$ 19.12                                    \$ 1.59                           

  Illinois                          \$ 60.82                                    \$ 5.07                           

  Indiana                           \$ 19.42                                    \$ 1.62                           

  Kansas                            \$ 11.78                                    \$ 0.98                           

  Michigan                          \$ 47.10                                    \$ 3.93                           

  Missouri                          \$ 21.75                                    \$ 1.81                           

  Nevada                            \$ 3.08                                     \$ 0.26                           

  Ohio                              \$ 35.62                                    \$ 2.97                           

  Oklahoma                          \$ 14.10                                    \$ 1.18                           

  Texas                             \$ 81.97                                    \$ 6.83                           

  Wisconsin                         [\$ 18.90]{.underline}                      [\$ 1.57]{.underline}             

                                    \$ 500.00                                   \$ 41.67                          

                                                                                                                  

                                                                                                                  
  ----------------------- -- ------ ---------------------- -------------------- ----------------------- -- ------ --

## ATTACHMENT B

**[MODEL COLLOCATION ATTESTATION REPORT]{.underline}**

**DRAFT**

[Independent Accountant's Report]{.underline}

SBC Communications Inc. Board of Directors

and

Federal Communications Commission

We have examined SBC Communications Inc.'s (the Company) assertion that
the Company has policies and procedures (as described in the attachment)
in place as of Month xx, 1999 regarding compliance with the Federal
Communications Commission's (FCC) collocation requirements. The FCC's
collocation requirements are contained in the FCC's March 31, 1999 First
Report and Order and Further Notice of Proposed Rulemaking on Deployment
of Wireline Services Offering Advanced Telecommunications Capability (CC
Docket No. 98-147). The Company is responsible for the design,
distribution and monitoring of such policies and procedures in place
upon which the Company's assertion to the FCC is based.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and included both a
determination of the existence and distribution of such policies and
procedures upon which the Company\'s assertion is based, as well as such
other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our
opinion.

In our opinion, management's assertion that policies and procedures as
described above are in place as of Month xx, 1999 is fairly stated in
all material respects.

This report is intended solely for the information and use of the Board
of Directors and management of the Company and the FCC and should not be
used for any other purpose. Since this report will be filed in documents
that are a part of the public record, its distribution is not limited.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Signature of Independent Auditor

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date

**ATTACHMENT C**

**[PROMOTIONAL DISCOUNTS FOR RESIDENTIAL UNBUNDLED LOCAL
LOOPS]{.underline}**

ANALOG 2-WIRE LOOPS

+---------------+----------------+----------------+-------------------+
| #             |                |                |                   |
| Promotional L |                |                |                   |
| oop Discounts |                |                |                   |
+---------------+----------------+----------------+-------------------+
| **Zone**      | **Current      | **New Price**  | **Discount (%)**  |
|               | Price**        |                |                   |
+---------------+----------------+----------------+-------------------+
| ## Arkansas   |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone 1        | \$56.25        | \$23.50        | 58.22             |
+---------------+----------------+----------------+-------------------+
| Zone 2        | \$19.00        | \$14.80        | 22.11             |
+---------------+----------------+----------------+-------------------+
| Zone 3        | \$14.00        | \$11.60        | 17.14             |
+---------------+----------------+----------------+-------------------+
|               |                |                | ## Average: 25.01 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| ## California |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone 1        | \$12.92        | \$9.69         | 25.00             |
| (Statewide)   |                |                |                   |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.00 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| #             |                |                |                   |
| # Connecticut |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone A        | \$9.34         | \$7.25         | 22.38             |
+---------------+----------------+----------------+-------------------+
| Zone B        | \$14.77        | \$12.75        | 13.68             |
+---------------+----------------+----------------+-------------------+
| Zone C        | \$17.08        | \$12.75        | 25.35             |
+---------------+----------------+----------------+-------------------+
| Zone D        | \$19.71        | \$12.75        | 35.31             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.03 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| ## Illinois   |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone A        | \$2.59         | \$2.59         | 0.00              |
+---------------+----------------+----------------+-------------------+
| Zone B        | \$7.07         | \$5.63         | 20.37             |
+---------------+----------------+----------------+-------------------+
| Zone C        | \$11.40        | \$8.17         | 28.33             |
+---------------+----------------+----------------+-------------------+
|               |                |                | ## Average: 25.03 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| ## Indiana    |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone 1        | \$8.03         | \$6.23         | 22.42             |
+---------------+----------------+----------------+-------------------+
| Zone 2        | \$8.15         | \$6.23         | 23.56             |
+---------------+----------------+----------------+-------------------+
| Zone 3        | \$8.99         | \$6.23         | 30.70             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.06 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| ## Kansas     |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone 1        | \$70.30        | \$21.40        | 69.56             |
+---------------+----------------+----------------+-------------------+
| Zone 2        | \$26.55        | \$17.50        | 34.09             |
+---------------+----------------+----------------+-------------------+
| Zone 3        | \$19.65        | \$17.50        | 10.94             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.00 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| ## Michigan   |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone A        | \$9.43         | \$8.12         | 13.89             |
+---------------+----------------+----------------+-------------------+
| Zone B        | \$12.02        | \$8.85         | 26.37             |
+---------------+----------------+----------------+-------------------+
| Zone C        | \$14.86        | \$10.40        | 30.01             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.02 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| ## Missouri   |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone 1        | \$12.71        | \$11.00        | 13.45             |
+---------------+----------------+----------------+-------------------+
| Zone 2        | \$20.71        | \$15.00        | 27.57             |
+---------------+----------------+----------------+-------------------+
| Zone 3        | \$33.29        | \$13.25        | 60.20             |
+---------------+----------------+----------------+-------------------+
| Zone 4        | \$18.23        | \$9.20         | 49.53             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.40 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| **Nevada**    |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone 1        | \$13.10        | \$11.14        | 14.96             |
+---------------+----------------+----------------+-------------------+
| Zone 2        | \$18.25        | \$12.50        | 31.21             |
+---------------+----------------+----------------+-------------------+
| Zone 3        | \$34.75        | \$12.50        | 64.03             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.00 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| **Ohio**      |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone B        | \$5.93         | \$5.34         | 9.95              |
+---------------+----------------+----------------+-------------------+
| Zone C        | \$7.97         | \$5.34         | 33.00             |
+---------------+----------------+----------------+-------------------+
| Zone D        | \$9.52         | \$5.34         | 43.91             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 35.94 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| **Oklahoma**  |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone A        | \$49.30        | \$23.25        | 52.84             |
+---------------+----------------+----------------+-------------------+
| Zone B        | \$27.75        | \$19.90        | 28.29             |
+---------------+----------------+----------------+-------------------+
| Zone C        | \$20.70        | \$18.25        | 11.84             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.01 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| **Texas**     |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone 1        | \$18.98        | \$10.60        | 44.15             |
+---------------+----------------+----------------+-------------------+
| Zone 2        | \$13.65        | \$10.60        | 22.34             |
+---------------+----------------+----------------+-------------------+
| Zone 3        | \$12.14        | \$10.55        | 13.10             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.01 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+
| **Wisconsin** |                |                |                   |
+---------------+----------------+----------------+-------------------+
| Zone 1        | \$10.90        | \$8.17         | 25.05             |
+---------------+----------------+----------------+-------------------+
| Zone 2        | \$10.90        | \$8.17         | 25.05             |
+---------------+----------------+----------------+-------------------+
| Zone 3        | \$10.90        | \$8.17         | 25.05             |
+---------------+----------------+----------------+-------------------+
|               |                |                | #                 |
|               |                |                | ## Average: 25.05 |
+---------------+----------------+----------------+-------------------+
|               |                |                |                   |
+---------------+----------------+----------------+-------------------+

**ATTACHMENT D**

**[ALTERNATIVE DISPUTE MEDIATION]{.underline}**

SBC/Ameritech shall implement in the SBC and Ameritech States a
voluntary alternative dispute mediation process to resolve local service
carrier-to-carrier disputes, including disputes related to
interconnection agreements, as follows:

If resolution is not attained upon completion of the dispute resolution
process contained in a state commission-approved interconnection
agreement, or if the dispute is not subject to resolution under an
interconnection agreement, SBC/Ameritech shall, at the option of the
other party or parties to the dispute, participate in a mediation
process as follows:

a.  If a party voluntarily chooses to invoke these mediation procedures,
    it shall submit a written request for mediation to the appropriate
    state commission, with a copy to SBC/Ameritech and any other party
    or parties involved in the dispute. State commissions shall not be
    required to implement this process or to mediate disputes under the
    mediation provisions of this Attachment.

    The written request shall include a statement as to whether the
    dispute affects service or is otherwise exceptionally
    time-sensitive. If the dispute affects service or is otherwise
    exceptionally time-sensitive, the written request shall set forth
    time requirements for resolution, and the time frames stated herein
    shall be shortened by agreement of the parties to accommodate the
    requested time requirements, which may not be less than 3 business
    days.

    SBC/Ameritech shall attempt to resolve issues affecting multiple
    CLECs in the same State through consolidated mediations.

    The parties to the dispute shall each have a person or persons of
    authority at the dispute resolution table such that a reasonable
    resolution could be agreed to at the table. In the event the
    representative(s) of a party come without the authority to agree to
    a particular item, that party shall commit to provide a response
    within no more than 2 business days.

    Any information shared with another party or parties prior to a
    mediation session shall be faxed to the other party or parties to
    the dispute at least 24 hours prior to the next mediation session. A
    copy shall also be provided to the staff of the appropriate state
    commission.

    SBC/Ameritech shall have one contact person for all contacts related
    to a given dispute.

    SBC/Ameritech shall attend a face-to-face meeting with the disputing
    party or parties and the staff of the appropriate state commission
    within one week of the request for mediation. In the event it is not
    possible to resolve the issue in one session, the parties to the
    dispute shall agree to a meeting schedule and have all relevant
    decision makers meet with the other party or parties during the
    scheduled times.

    SBC/Ameritech agrees that service to end-user customers shall not be
    disrupted or otherwise affected by the pendency of a mediation
    proceeding.

    SBC/Ameritech shall prohibit their regulatory, legal, and/or
    wholesale personnel from disclosing to their retail staff
    information regarding customers identified during the mediation
    process concerning the dispute being mediated. If necessary,
    SBC/Ameritech regulatory, legal, and/or wholesale personnel may
    contact the customer regarding service or billing-related issues
    after they have first notified the opposing party or parties in
    mediation to discuss the need for such contact and to give such
    party or parties the opportunity to participate in such contact.

    SBC/Ameritech shall reduce each resolved issue to writing within 5
    business days of the resolution. One of the other parties may also
    agree to reduce the agreement to writing. All subsequent
    responses/replies shall be due within 3 business days. If the
    parties have not reduced the resolved issue to an agreed-upon
    writing within 14 calendar days of the issue's resolution, they
    shall notify the staff of the appropriate state commission within 5
    business days, and any party may request to resume the mediation.
    Written resolutions of the issues, once agreed upon by the parties,
    shall be binding upon the parties; a copy of each agreement shall be
    submitted to the staff of the appropriate state commission upon
    execution. If an agreement reached requires an amendment or addendum
    to a previously approved interconnection agreement, SBC/Ameritech
    shall file the amendment or addendum for approval by the appropriate
    state commission within 14 calendar days of reaching the written
    agreement.

    Communications during the mediation process shall be confidential.
    SBC/Ameritech shall facilitate the confidentiality of the mediation
    process, including execution of a reasonable mediation agreement
    (provided that the other mediating party also agrees to do so as a
    condition to participating in the mediation process).

Once issues are resolved by the parties, should another
telecommunications carrier in the same State request resolution of the
same issue(s), with substantially similar factual circumstances and
terms, and with conditions and other contract provisions that are not
materially different, SBC/Ameritech shall make the arrangements arrived
at through a prior mediation process available to that
telecommunications carrier.

Should the appropriate state commission choose not to participate in the
mediation process, the parties may mutually agree that a party (not a
party to the dispute) may fill the role of the state commission and its
staff in the mediation process.

**ATTACHMENT E**

POTENTIAL OUT-OF-TERRITORY MARKETS

  -----------------------------------------------------------------------
  Albany, NY

  Albuquerque, NM

  Atlanta, GA

  Baltimore, MD

  Baton Rouge, LA

  Birmingham, AL

  Boston, MA

  Boulder, CO

  Buffalo, NY

  Cedar Rapids, IA

  Charlotte, NC

  Cincinnati, OH

  Colorado Springs, CO

  Denver, CO

  Des Moines, IA

  Fort Lauderdale, FL

  Greensboro, NC

  Greenville, SC

  Harrisburg, PA

  Honolulu, HI

  Jacksonville, FL

  Las Vegas, NV

  Louisville, KY

  Memphis, TN

  Miami, FL

  Middlesex, NJ

  Minneapolis-St. Paul, MN

  Nashville, TN

  Nassau, NY

  New Orleans, LA

  New York , NY

  Newark, NJ

  Norfolk, VA

  Orlando, FL

  Passaic, NJ

  Philadelphia, PA

  Phoenix, AZ

  Pittsburgh, PA

  Portland, OR

  Raleigh, NC

  Richmond, VA

  Rochester, NY

  Salt Lake City, UT

  Seattle, WA

  Syracuse, NY

  Tampa, FL

  Tucson, AZ

  Washington, DC

  West Palm Beach, FL

  Wilmington, DE
  -----------------------------------------------------------------------

**ATTACHMENT 2**

# SUMMARY OF PERFORMANCE PARITY PLAN AND OSS REQUIREMENTS {#summary-of-performance-parity-plan-and-oss-requirements .table3}

+-----------+-----------------------------+----------------------------+
| VII\.     |                             |                            |
| Carrier   |                             |                            |
| Interc    |                             |                            |
| onnection |                             |                            |
| Pe        |                             |                            |
| rformance |                             |                            |
| Plan      |                             |                            |
| (         |                             |                            |
| Including |                             |                            |
| Pe        |                             |                            |
| rformance |                             |                            |
| Meas      |                             |                            |
| urements) |                             |                            |
+-----------+-----------------------------+----------------------------+
| >         | **Implement Performance     | **Make Voluntary Payments  |
| **State** | Measurements and Provide 2  | to the\                    |
|           | Months of Performance Data  | U.S. Treasury (¶ 24)**     |
|           | (¶ 24)**                    |                            |
+-----------+-----------------------------+----------------------------+
| **SBC**   | November 1, 1999:           | 270 days after the Merger  |
|           | Performance Measurements    | Closing Date               |
| >         | shown on Attachments A-2a   |                            |
|  Arkansas | and A-5a                    |                            |
| >         |                             |                            |
| > Kansas  |                             |                            |
| >         |                             |                            |
| >         |                             |                            |
|  Missouri |                             |                            |
| >         |                             |                            |
| >         |                             |                            |
|  Oklahoma |                             |                            |
| >         |                             |                            |
| > Texas   |                             |                            |
+-----------+-----------------------------+----------------------------+
| > C       | The first day of the first  |                            |
| alifornia | month that begins more than |                            |
| >         | 30 days after the Merger    |                            |
| > Nevada  | Closing Date: Performance   |                            |
|           | Measurements shown on       |                            |
|           | Attachments A-2b and A-5b,  |                            |
|           | using the California        |                            |
|           | business rules described in |                            |
|           | Attachment A-2b             |                            |
+-----------+-----------------------------+----------------------------+
| > Co      | All Performance             | 15 months after the Merger |
| nnecticut | Measurements no later than  | Closing Date               |
|           | 12 months after the Merger  |                            |
|           | Closing Date                |                            |
+-----------+-----------------------------+----------------------------+
| **Am      | No later than 90 days after | 270 days after the Merger  |
| eritech** | the Merger Closing Date:    | Closing Date               |
|           | Performance Measurements 2, |                            |
| >         | 4-5, 10-13, 15, and 17-19,  |                            |
|  Illinois | as shown in Attachments     |                            |
| >         | A-2a and A-5a               |                            |
| > Indiana |                             |                            |
| >         | No later than 150 days      |                            |
| >         | after the Merger Closing    |                            |
|  Michigan | Date: Performance           |                            |
| >         | Measurements 1, 3, 6-9, 14, |                            |
| > Ohio    | 16, and 20 as shown in      |                            |
| >         | Attachments A-2a and A-5a   |                            |
| >         |                             |                            |
| Wisconsin |                             |                            |
+-----------+-----------------------------+----------------------------+

+-----------------------------------------+----------------------------+
| **Required Action**                     | **Date**                   |
+=========================================+============================+
| III\. Advanced Services OSS             |                            |
+-----------------------------------------+----------------------------+
| Provide options for pre-ordering and    | **SBC and Ameritech States |
| ordering components used to provide     | except Connecticut:**      |
| xDSL and other Advanced Services, until | Provide, not later than    |
| the development and deployment of       | 180 days after the Merger  |
| enhancements to existing Datagate and   | Closing Date, access to    |
| EDI interfaces (¶ 15)                   | the same pre-order         |
|                                         | interface(s) utilized by   |
|                                         | SBC/Ameritech's retail     |
|                                         | operations in those states |
|                                         | to obtain theoretical      |
|                                         | local loop length          |
|                                         | information, or in the     |
|                                         | alternative, utilize the   |
|                                         | same Datagate and/or       |
|                                         | Verigate pre-order         |
|                                         | interfaces that are        |
|                                         | available to unaffiliated  |
|                                         | telecommunications         |
|                                         | carriers                   |
|                                         |                            |
|                                         | **Ameritech States:**      |
|                                         | Provide access to          |
|                                         | Ameritech's existing EDI   |
|                                         | interface as of the Merger |
|                                         | Closing Date, 10 business  |
|                                         | days after the Merger      |
|                                         | Closing Date               |
+-----------------------------------------+----------------------------+
| Provide direct access to SORD, and      | Offer to be available for  |
| Ameritech's and SNET's equivalent       | a period of 30 months      |
| service order processing systems for    | after the Merger Closing   |
| pre-ordering and ordering xDSL and      | Date                       |
| Advanced Services (¶ 15)                |                            |
+-----------------------------------------+----------------------------+
| Develop and deploy enhancements to the  | **SBC and Ameritech States |
| existing Datagate or EDI interfaces for | except Connecticut:**      |
| pre-ordering xDSL and other Advanced    | Within 14 months after the |
| Services components, and enhancements   | Merger Closing Date        |
| to the existing EDI interface for       | (assuming the duration of  |
| ordering xDSL and other Advanced        | Phase 2, the collaborative |
| Services components (¶ 15)              | process with CLECs, is no  |
|                                         | longer than 90 days)       |
|                                         |                            |
|                                         | **Connecticut:** In        |
|                                         | conjunction with the       |
|                                         | introduction of uniform    |
|                                         | OSS interfaces (to occur   |
|                                         | within 30 months of the    |
|                                         | Merger Closing Date)       |
+-----------------------------------------+----------------------------+
| IV\. Access to Advanced Services Loop   |                            |
| Information                             |                            |
+-----------------------------------------+----------------------------+
| Provide access to non-discriminatory,   | **All SBC States except    |
| electronic pre-order OSS access to      | Connecticut and Nevada:**  |
| theoretical loop length on an           | Not later than the Merger  |
| individual address basis (¶ 20)         | Closing Date               |
|                                         |                            |
|                                         | **Connecticut:** No later  |
|                                         | than 22 months after the   |
|                                         | Merger Closing Date        |
|                                         |                            |
|                                         | **Nevada:** No later than  |
|                                         | 180 days after it is made  |
|                                         | available in the           |
|                                         | SBC/Ameritech Service Area |
|                                         | within California          |
|                                         |                            |
|                                         | **Ameritech States:** No   |
|                                         | later than 22 months after |
|                                         | the Merger Closing Date    |
+-----------------------------------------+----------------------------+
| Provide access to non-discriminatory,   | **All SBC States:** 12     |
| electronic pre-order OSS access to      | months after the Merger    |
| theoretical loop length on an           | Closing Date               |
| individual address basis, at no         |                            |
| additional charge (¶ 20)                |                            |
+-----------------------------------------+----------------------------+
| VIII\. Uniform and Enhanced OSS         |                            |
+-----------------------------------------+----------------------------+
| Submit an OSS Process Improvement Plan  | Prior to the Merger        |
| identifying and assessing SBC's and     | Closing Date               |
| Ameritech's existing OSS and generally  |                            |
| identifying the OSS changes that are    |                            |
| needed to implement SBC/Ameritech's OSS |                            |
| commitments (¶ 25)                      |                            |
+-----------------------------------------+----------------------------+
| Develop and deploy commercially ready,  | **SBC and Ameritech States |
| uniform application-to-application      | except Connecticut:**      |
| interfaces (¶ 26)                       | Within 24 months after the |
|                                         | Merger Closing Date        |
|                                         | (assuming the duration of  |
|                                         | Phase 2, the collaborative |
|                                         | process with CLECs, is no  |
|                                         | longer than 30 days)       |
|                                         |                            |
|                                         | **Connecticut:** Within 30 |
|                                         | months of the Merger       |
|                                         | Closing Date (assuming the |
|                                         | duration of Phase 2, the   |
|                                         | collaborative process with |
|                                         | CLECs, is no longer than   |
|                                         | 30 days)                   |
+-----------------------------------------+----------------------------+
| Develop and deploy uniform graphical    | **SBC and Ameritech States |
| user interfaces (¶ 27)                  | except Connecticut:**      |
|                                         | Within 24 months after the |
|                                         | Merger Closing Date        |
|                                         | (assuming the duration of  |
|                                         | Phase 2, the collaborative |
|                                         | process with CLECs, is no  |
|                                         | longer than 30 days)       |
|                                         |                            |
|                                         | **Connecticut:** Within 30 |
|                                         | months of the Merger       |
|                                         | Closing Date (assuming the |
|                                         | duration of Phase 2, the   |
|                                         | collaborative process with |
|                                         | CLECs, is no longer than   |
|                                         | 30 days)                   |
+-----------------------------------------+----------------------------+
| Offer to develop a method of direct     | Offer to be available for  |
| access to SBC/Ameritech's service order | a period of 30 months      |
| processing systems for requesting CLECs | after the Merger Closing   |
| (¶ 29)                                  | Date                       |
+-----------------------------------------+----------------------------+
| Offer to develop and deploy             | Offer to be available for  |
| enhancements to the existing EBI        | a period of 30 months      |
| interface for OSS that support          | after the Merger Closing   |
| maintenance/repair (¶ 30)               | Date                       |
|                                         |                            |
|                                         | **SBC States except        |
|                                         | Connecticut:**             |
|                                         | Enhancements are to be     |
|                                         | developed and deployed     |
|                                         | within 12 months of a      |
|                                         | completed contract         |
|                                         |                            |
|                                         | **Connecticut and          |
|                                         | Ameritech States:**        |
|                                         | Enhancements are to be     |
|                                         | provided in conjunction    |
|                                         | with the introduction of   |
|                                         | the EBI interface, or      |
|                                         | within 12 months of a      |
|                                         | completed contract,        |
|                                         | whichever is later         |
+-----------------------------------------+----------------------------+
| Develop with CLECs, and deploy either   | **All SBC and Ameritech    |
| (i) a software solution that shall      | States:** Within 30 months |
| ensure that CLEC-submitted local        | after the Merger Closing   |
| service requests are consistent with    | Date (assuming the         |
| SBC/Ameritech's business rules, or (ii) | duration of Phase 2, the   |
| uniform business rules for completing   | collaborative process with |
| CLEC local service requests, excluding  | CLECs, is no longer than   |
| those differences caused by state       | 30 days)                   |
| regulatory requirements and product     |                            |
| definitions (¶ 31)                      |                            |
+-----------------------------------------+----------------------------+
| Begin negotiation with interested CLECs | **All SBC and Ameritech    |
| a uniform change management process     | States:** Within 30 days   |
| (¶ 32)                                  | after the Merger Closing   |
|                                         | Date                       |
+-----------------------------------------+----------------------------+
| Develop and offer to state commissions  | **All SBC and Ameritech    |
| a uniform change management process for | States:** Within 12 months |
| acceptance and approval (¶ 32)          | after the commencement of  |
|                                         | negotiations (subject to   |
|                                         | arbitration)               |
+-----------------------------------------+----------------------------+
| IX\. Restructuring OSS Charges          |                            |
+-----------------------------------------+----------------------------+
| Eliminate all flat-rate monthly charges | **All SBC and Ameritech    |
| for access to the Remote Access         | States:** Beginning with   |
| Facility and the Information Services   | the first billing cycle    |
| Call Center, and any manual processing  | following the Merger       |
| charges for access to standard,         | Closing Date               |
| non-electronic order processing         |                            |
| facilities used for orders of 30 lines  |                            |
| or less (¶ 35)                          |                            |
+-----------------------------------------+----------------------------+
| X. OSS Assistance to Small CLECs        |                            |
+-----------------------------------------+----------------------------+
| Designate and make available to small   | **All SBC and Ameritech    |
| CLECs (for a minimum of 36 months) one  | States:** Within 30 days   |
| or more teams of a sufficient number of | following the Merger       |
| OSS experts, provided such small CLECs  | Closing Date               |
| have contracted for OSS in their        |                            |
| interconnection agreements (¶ 36)       |                            |
+-----------------------------------------+----------------------------+
| Notify all small CLECs certificated and | **All SBC and Ameritech    |
| who have interconnection agreements     | States:** Within 60 days   |
| with SBC/Ameritech operating in         | following the Merger       |
| SBC/Ameritech states of the             | Closing Date               |
| availability of OSS expert teams (¶ 36) |                            |
+-----------------------------------------+----------------------------+
| Identify and develop training and       | **All SBC and Ameritech    |
| procedures beneficial to small CLECs    | States:** Within 90 days   |
| operating in the SBC/Ameritech States   | following the Merger       |
| (¶ 36)                                  | Closing Date               |
+-----------------------------------------+----------------------------+
| Notify all small CLECs certificated     | **All SBC and Ameritech    |
| with interconnection agreements with    | States:** Within 120 days  |
| SBC/Ameritech and operating in          | following the Merger       |
| SBC/Ameritech States of training and    | Closing Date               |
| procedures (¶ 36)                       |                            |
+-----------------------------------------+----------------------------+

**ATTACHMENT 3**

# IMPLEMENTATION TIMELINE

  -----------------------------------------------------------------------
  **Date**               **Required Action**
  ---------------------- ------------------------------------------------
  **November 1, 1999**   Performance Measurements: Implement and provide
                         2 months of performance data for Performance
                         Measurements shown on Attachments A-2a and A-5a
                         in SBC States except California, Nevada, and
                         Connecticut (¶ 24)

  **Prior to the Merger  Negotiate agreements between Advanced Services
  Closing Date**         subsidiar(ies) and ILECs and file them for
                         approval (¶ 5)

                         File for any state certifications or approvals
                         necessary for the separate affiliate(s) to
                         provide Advanced Services (¶ 5)

                         Incorporate Advanced Services subsidiar(ies) for
                         SBC/Ameritech States (¶ 5)

                         Provide the FCC with an OSS Process Improvement
                         Plan (¶ 25)

                         File a collocation tariff and/or offer agreement
                         amendments containing standard terms and
                         conditions for collocation (¶ 38)

                         Select an independent auditor to conduct a full
                         collocation compliance audit (¶ 40)

                         Recommend to the Commission an independent
                         auditor to conduct the first annual compliance
                         review (¶ 66)

  **Merger Closing       Provide Advanced Services through separate
  Date**                 affiliates in Ameritech States (¶ 6)

                         Provide access to non-discriminatory, electronic
                         pre-order OSS access to theoretical loop length
                         on an individual address basis, in all SBC
                         States except Connecticut and Nevada (¶ 20)

                         Continue providing UNEs under the same terms and
                         conditions that UNEs were made available on
                         January 24, 1999 (¶ 53)

                         File tariffs and/or offer amendments to
                         interconnection agreements to implement the
                         interim shared transport solution in the
                         Ameritech States (¶ 55)

                         Withdraw Ameritech's proposal for the FCC to
                         establish a separate transit service rate to be
                         charged in conjunction with shared transport
                         (¶ 55)

                         Continue participation in the Network
                         Reliability and Interoperability Council or a
                         successor organization, if any (¶ 64)

  **5 business days**    File tariffs necessary for the separate Advanced
  after the Merger       Services affiliate to provide Advanced Services
  Closing Date           to customers that are providers of Internet
                         services (¶ 6)

  **10 days** after the  File with the Secretary of the Commission the
  Merger Closing Date    independent auditor's report(s) on collocation
                         terms and conditions and associated methods and
                         procedures (¶ 39)

                         Provide a written offer to amend each CLEC's
                         interconnection agreement to incorporate the
                         unbundled loop discount for carrier-to-carrier
                         promotions (¶ 45)

                         Provide a written offer to amend each CLEC's
                         interconnection agreement to incorporate the
                         resale discount for carrier-to-carrier
                         promotions (¶ 47)

                         Provide a written offer to amend each CLEC's
                         interconnection agreement to incorporate
                         carrier-to-carrier promotions for UNE platforms
                         (¶ 50)

  **10 business days**   Provide direct access to SORD, and Ameritech's
  following the Merger   and SNET's equivalent service order processing
  Closing Date           systems for pre-ordering and ordering xDSL and
                         Advanced Services (¶ 15)

                         Provide access to Ameritech's existing EDI
                         interface in Ameritech States (¶ 15)

                         Offer to develop a method of direct access to
                         SBC/Ameritech's service order processing systems
                         for requesting CLECs (¶ 29)

                         Offer to develop and deploy enhancements to the
                         existing EBI interface for OSS that support
                         maintenance/repair (¶ 30)

                         Provide collocation consistent with the
                         Commission's rules (¶ 37)

                         Offer to implement MFN provision based on
                         out-of-region agreements (¶ 42)

                         Offer to implement MFN provision based on
                         in-region agreements (¶ 43)

                         Offer to negotiate an interconnection and/or
                         resale agreement covering the provision of
                         interconnection arrangements, services, and/or
                         UNEs in two or more SBC/Ameritech States (¶ 44)

                         Implement an alternative dispute resolution
                         process to resolve carrier-to-carrier disputes,
                         including disputes related to existing and
                         effective interconnection agreements (¶ 54 &
                         Attachment D)

                         Offer to conduct a trial with one or more
                         interested, unaffiliated CLECs in each of five
                         large cities within the SBC/Ameritech States to
                         identify the procedures and associated costs
                         required to provide CLECs with access to cabling
                         within MDUs and multi-tenant premises, where
                         SBC/Ameritech controls the cables (¶ 57)

                         Subject to owner approval, install and provide
                         the new cables in a manner that will permit
                         CLECs a single point of interface (¶ 58)

                         Appoint corporate compliance officer to ensure
                         deadlines being met (¶ 65)

  **First billing        Eliminate all flat-rate monthly charges for
  cycle** that begins    access to the Remote Access Facility and the
  after the Merger       Information Services Call Center, and extra
  Closing Date           manual processing charges for access to
                         standard, non-electronic order processing
                         facilities used for orders of 30 lines or less
                         (¶ 35)

  **30 days** after the  Provide new activations of all non-xDSL Advanced
  Merger Closing Date    Services through separate affiliates in
                         Ameritech States (compliance can be met 30 days
                         after Commission and/or state commission
                         approval of necessary tariffs, whichever is
                         later) (¶ 6)

                         Begin negotiation with interested CLECs a
                         uniform change management process. Twelve months
                         after the commencement of negotiations, develop
                         and offer to state commissions a uniform change
                         management process for acceptance and approval,
                         and implement those aspects of the uniform
                         change management process that are consistent
                         with state commission rulings, agreed-to with
                         the CLEC participants, and feasible (¶ 32)

                         Designate and make available to small CLECs (for
                         a minimum of 36 months) one or more teams of a
                         sufficient number of OSS experts, provided such
                         small CLECs have contracted for OSS in their
                         interconnection agreements (¶ 36)

                         Begin an Offering Window period to offer
                         promotional discounted prices on monthly
                         recurring charges for unbundled local loops used
                         in the provision of local service to residential
                         end user customers, ordered after the Merger
                         Closing Date (¶ 46)

  **30 days** after the  Begin an Offering Window period to offer
  Merger Closing Date,   promotional resale discounts on
  continued              telecommunications services that SBC/Ameritech
                         provides at retail to subscribers who are not
                         telecommunications carriers, where such services
                         are resold to residential end user customers
                         (¶ 48)

                         Begin an Offering Window period to offer
                         promotional, end-to-end combinations of UNEs to
                         provide CLECs with residential POTS service and
                         residential Basic Rate Interface ISDN service (¶
                         51)

                         Offer to file tariff for enhanced lifeline plan
                         with state commission and copy to FCC (except in
                         Ohio), with conditions comparable to the Ohio
                         Universal Service Assistance plan, to be filed
                         within 60 days of acceptance of the offer (¶ 61)

                         Offer, at the state commission's option, to
                         extend Ameritech's Universal Service Assistance
                         Lifeline plan until January 6, 2003, in Ohio
                         (¶ 61)

  First day of the first Performance Measurements: Implement and provide
  month that begins more 2 months of performance data for performance
  than 30 days after the measurements shown on Attachments A-2b and A-5b
  Merger Closing Date    in California and Nevada, using the California
                         business rules described in Attachment A-2b
                         (¶ 24)

  **45 days** after the  Independent auditor to submit preliminary audit
  Merger Closing Date    requirements to FCC audit staff (¶ 66)

  **60 days** after the  Notify all small CLECs certificated and who have
  Merger Closing Date    interconnection agreements with SBC/Ameritech
                         operating in SBC/Ameritech States of the
                         availability of OSS expert teams (¶ 36)

                         Independent auditor to submit preliminary audit
                         requirements, including the proposed scope of
                         the audit and the extent of compliance and
                         substantive testing, to the Commission's Audit
                         Staff (¶ 40)

                         Offer generic interconnection and resale terms
                         and conditions covering the SBC/Ameritech
                         Service Area in all SBC/Ameritech States (¶ 44)

                         Submit plan for compliance with established
                         conditions (¶ 65)

  **90 days** after the  Provide non-discriminatory access to loop
  Merger Closing Date    make-up information that is available in
                         SBC/Ameritech's records, in response to
                         address-specific written requests (¶ 20)

                         Reasonably classify all SBC/Ameritech wire
                         centers as either urban or rural wire centers,
                         in consultation with state commissions should
                         the state commission choose to engage in such
                         consultation (¶ 22)

                         Implement and provide 2 months of performance
                         data for Performance Measurements 2, 4-5, 10-13,
                         15, and 17-19, as shown on Attachments A-2a and
                         A-5a, in Ameritech States (¶ 24)

                         Identify and develop training and procedures
                         beneficial to small CLECs operating in the
                         SBC/Ameritech States (¶ 36)

                         File on a quarterly basis, state-by-state
                         service quality reports in accordance with the
                         retail service quality reporting recommendations
                         of the NARUC Technology Policy Subgroup, in
                         SBC/Ameritech States except California and
                         Nevada (¶ 62)

                         Continue to report ARMIS data required by the
                         Commission separately for each operating
                         company, and make service quality data based on
                         NARUC report available on an SBC/Ameritech
                         website or to state commissions in SBC/Ameritech
                         States (¶ 63)

  **120 days** after the Notify all small CLECs certificated with
  Merger Closing Date    interconnection agreements with SBC/Ameritech
                         and operating in SBC/Ameritech States of
                         training and procedures (¶ 36)

  **150 days** after the Implement and provide 2 months of performance
  Merger Closing Date    data for Performance Measurements 1, 3, 6-9, 14,
                         16, and 20, as shown in Attachments A-2a and
                         A-5a, in Ameritech States (¶ 24)

  **180 days** after the Provide Advanced Services through separate
  Merger Closing Date    affiliates in SBC/Ameritech States for the
                         embedded base of Advanced Services customers
                         that are providers of Internet services
                         (compliance date can also be 30 days month after
                         state approval of all necessary agreements, or
                         30 days after Commission approval of any
                         necessary tariffs, whichever is later). If such
                         services are determined to be intrastate and
                         state certification is required, the obligation
                         shall apply 30 days after state approval of any
                         required certification (¶ 6)

                         Provide Advanced Services through separate
                         affiliates in SBC/Ameritech States for the
                         embedded base of Advanced Services customers
                         that are not providers of Internet services
                         (compliance date can also be 30 days after state
                         approval of any necessary certification,
                         tariffs, or any other required state
                         authorization; or 30 days after state approval
                         of all necessary agreements, whichever is
                         later). The transition period may be prolonged
                         in Connecticut as a consequence of state-law
                         restrictions (¶ 6)

                         Order facilities and/or services needed to
                         provide Advanced Services in SBC/Ameritech
                         States through separate affiliates utilizing the
                         same interfaces as unaffiliated providers of
                         Advanced Services (¶ 6)

                         Provide access to the same pre-order
                         interface(s) utilized by SBC/Ameritech's retail
                         operations to obtain theoretical local loop
                         length information, or in the alternative,
                         utilize the same Datagate and/or Verigate
                         pre-order interfaces that are available to
                         unaffiliated telecommunications carriers, in
                         SBC/Ameritech States except Connecticut (¶ 15)

                         File cost studies and proposed rates for
                         conditioning xDSL loops in each SBC/Ameritech
                         State that has not already started or completed
                         cost proceedings for these services (¶ 21)

                         Begin trial, if requested, to identify
                         procedures and associated costs required to
                         provide CLECs with access to cabling within MDUs
                         and MTUs, for a period not greater than 12
                         months, if requested by a CLEC (¶ 57)

                         File on a quarterly basis, state-by-state
                         Service Quality reports in accordance with the
                         retail service quality reporting recommendations
                         of the NARUC Technology Policy Subgroup, in
                         California and Nevada (¶ 62)

  **270 days** after the Transfer any non-xDSL Advanced Services provided
  Merger Closing Date    by Ameritech on a retail or wholesale basis in
                         the Ameritech States prior to the Merger Closing
                         Date to a separate affiliate, in Ameritech
                         States (compliance can be met 30 days after
                         state approval of all necessary agreements with
                         the affiliated incumbent LEC, or 30 days after
                         approval of any tariffs necessary for the
                         separate affiliate to provide such services,
                         whichever is later) (¶ 6)

                         Obligation to begin making voluntary payments to
                         the U.S. Treasury, in SBC and Ameritech States
                         except Connecticut (¶ 24)

  **10 months** after    Independent auditor to submit final collocation
  the Merger Closing     audit report to the Commission's Audit Staff (¶
  Date                   40)

  **12 months** after    Provide access to non-discriminatory, electronic
  the Merger Closing     pre-order Internet access to theoretical loop
  Date                   length based upon a zip code of end users in a
                         wire center, at no additional charge (¶ 20)

                         Implement and provide 2 months of performance
                         data for all Performance Measurements in
                         Connecticut (¶ 24)

                         Provide availability of shared transport in
                         Ameritech States under terms and conditions,
                         other than rate structure and price, that are
                         substantially similar to the most favorable
                         terms SBC/Ameritech offers to CLECs in Texas as
                         of August 27, 1999 (¶ 56)

                         Install local switch for new markets or
                         otherwise obtain switching capability in Boston,
                         Miami, and Seattle (¶ 59)

                         Provide facilities-based local exchange service
                         to 3 unaffiliated business and/or non-employee
                         residential customers in Boston, Miami, and
                         Seattle (¶ 59)

  **14 months** after    Develop and deploy enhancements to the existing
  the Merger Closing     Datagate or EDI interfaces for pre-ordering xDSL
  Date                   and other Advanced Services components, and
                         enhancements to the existing EDI interface for
                         ordering xDSL and other Advanced Services
                         components, in SBC and Ameritech States except
                         Connecticut (assuming the duration of Phase 2,
                         the collaborative process with CLECs, is no
                         longer than 90 days) (¶ 15)

  **15 months** after    Obligation to begin making voluntary payments to
  the Merger Closing     the U.S. Treasury, in Connecticut (¶ 24)
  Date                   

  **18 months** after    Install local switch for new markets or
  the Merger Closing     otherwise obtain switching capability in 12
  Date                   additional markets (¶ 59)

                         Provide facilities-based local exchange service
                         to 3 unaffiliated business and/or non-employee
                         residential customers in 12 additional markets
                         (¶ 59)

  **22 months** after    Provide non-discriminatory, electronic pre-order
  the Merger Closing     OSS access to theoretical loop length on an
  Date                   individual address basis, in Connecticut and
                         Ameritech States (¶ 20)

  **24 months** after    Develop and deploy commercially ready, uniform
  the Merger Closing     application-to-application interfaces in SBC and
  Date                   Ameritech States except Connecticut (assuming
                         the duration of Phase 2, the collaborative
                         process with CLECs, is no longer than 30 days)
                         (¶ 26)

                         Develop and deploy uniform graphical user
                         interfaces in SBC and Ameritech States except
                         Connecticut (assuming the duration of Phase 2,
                         the collaborative process with CLECs, is no
                         longer than 30 days) (¶ 27)

                         Have collocated facilities (physical, virtual or
                         otherwise) in 10 wire centers in market that can
                         be used to offer facilities-based local services
                         to customers served by those wire centers in
                         Boston, Miami, and Seattle (¶ 59)

                         Offer facilities-based local exchange services
                         to all business and residential customers served
                         by wire centers in market where collocated in
                         Boston, Miami, and Seattle (¶ 59)

                         Offer local exchange service to all business and
                         residential customers that are within (i) local
                         service area of incumbent RBOC within the MSA
                         and (ii) incumbent service area of a Tier 1 ILEC
                         serving at least 10% of access lines in the PMSA
                         in Boston, Miami, and Seattle (¶ 59)

  **30 months** after    Develop and deploy enhancements to the existing
  the Merger Closing     Datagate or EDI interfaces for pre-ordering xDSL
  Date                   and other Advanced Services components, and
                         enhancements to the existing EDI interface for
                         ordering xDSL and other Advanced Services
                         components in Connecticut (¶ 15)

                         Develop and deploy commercially ready, uniform
                         application-to-application interfaces in
                         Connecticut (assuming the duration of Phase 2,
                         the collaborative process with CLECs, is no
                         longer than 30 days) (¶ 26)

                         Develop and deploy uniform graphical user
                         interfaces in Connecticut (assuming the duration
                         of Phase 2, the collaborative process with
                         CLECs, is no longer than 30 days) (¶ 27)

                         Develop with CLECs, and deploy either (i) a
                         software solution that shall ensure that
                         CLEC-submitted local service requests are
                         consistent with SBC/Ameritech's business rules,
                         or (ii) uniform business rules for completing
                         CLEC local service requests, excluding those
                         differences caused by state regulatory
                         requirements and product definitions (assuming
                         the duration of Phase 2, the collaborative
                         process with CLECs, is no longer than 30 days)
                         (¶ 31)

                         Install local switch for new markets or
                         otherwise obtain switching capability in last 15
                         markets (compliance date may instead be 2 months
                         after authorization to provide interLATA service
                         to 60% of access lines, whichever is later)
                         (¶ 59)

                         Have collocated facilities (physical, virtual or
                         otherwise) in 10 wire centers in market that can
                         be used to offer facilities-based local services
                         to customers served by those wire centers, in 12
                         additional markets (¶ 59)

                         Offer facilities-based local exchange services
                         to all business and residential customers served
                         by wire centers in market where collocated, in
                         12 additional markets (¶ 59)

                         Provide facilities-based local exchange service
                         to 3 unaffiliated business and/or non-employee
                         residential customers in last 15 markets
                         (compliance date may instead be 2 months after
                         authorization to provide interLATA service to
                         60% of access lines, whichever is later) (¶ 59)

                         Offer local exchange service to all business and
                         residential customers that are within (i) local
                         service area of incumbent RBOC within the MSA
                         and (ii) incumbent service area of a Tier 1 ILEC
                         serving at least 10% of access lines in the
                         PMSA, in 12 additional markets (¶ 59)

  **42 months** after    Have collocated facilities (physical, virtual or
  Merger Closing Date    otherwise) in 10 wire centers in market that can
                         be used to offer facilities-based local services
                         to customers served by those wire centers, in
                         last 15 markets (compliance date may instead be
                         14 months after authorization to provide
                         interLATA service to 60% of access lines) (¶ 59)

                         Offer facilities-based local exchange services
                         to all business and residential customers served
                         by wire centers in market where collocated, in
                         last 15 markets (compliance date may instead be
                         14 months after authorization to provide
                         interLATA service to 60% of access lines) (¶ 59)

                         Offer local exchange service to all business and
                         residential customers that are within (i) local
                         service area of incumbent RBOC within the MSA
                         and (ii) incumbent service area of a Tier 1 ILEC
                         serving at least 10% of access lines in the
                         PMSA, in last 15 markets (compliance date may
                         instead be 14 months after authorization to
                         provide interLATA service to 60% of access
                         lines) (¶ 59)
  -----------------------------------------------------------------------

  -----------------------------------------------------------------------
  **Timing Dependent on  
  External Factors**     
  ---------------------- ------------------------------------------------
  **Date**               **Required Action**

  Prior to providing     Establish and incorporate a separate Advanced
  Advanced Services in a Services affiliate (¶ 5)
  state where            
  SBC/Ameritech does not 
  provide Advanced       
  Services on the Merger 
  Closing Date           

  30 days after state    Provide Advanced Services through a separate
  approval of all        affiliate in SBC States for new activation of
  necessary agreements   customers that are providers of Internet
  with the affiliated    services. Compliance can also be met 30 days
  incumbent LEC          after Commission approval of any necessary
                         tariffs, whichever is later. If such services
                         are determined to be intrastate, and state
                         certification is required to provide new
                         activations of Advanced Services to customers
                         that are providers of Internet services, the
                         obligation shall apply 30 days after state
                         approval of any certification that the state
                         deems required (¶ 6)

                         Provide Advanced Services through a separate
                         affiliate in SBC States for new activations of
                         Advanced Services to customers that are not
                         providers of Internet services. Compliance can
                         also be met 30 days after: state approval of any
                         certification that the state deems required for
                         the separate Advanced Services affiliate, or
                         approval of any federal or state tariffs
                         necessary for the separate Advanced Services
                         affiliate, whichever is later (¶ 6)

  3 days after state     File any federal or state tariffs necessary for
  approval of any        the separate Advanced Services affiliate to
  certification that the provide Advanced Services to customers that are
  state deems required   not providers of Internet services, in SBC
  for the separate       States (¶ 6)
  Advanced Services      
  affiliate to provide   
  Advanced Services in   
  that state             

  3 days after obtaining File tariff changes with the Commission and/or
  all necessary          state Commission to terminate the offering of
  certifications,        new activations by the incumbent LEC, and cease
  authorizations, and/or pro-active marketing or sales of new activations
  approvals to provide   from the tariffs of the incumbent LEC (¶ 6)
  new activations of an  
  Advanced Service       
  through a separate     
  affiliate in a state   

  180 days after         Provide non-discriminatory, electronic pre-order
  electronic, pre-order  OSS access to theoretical loop length on an
  OSS access to          individual address basis in Nevada (¶ 20)
  theoretical loop       
  length is made         
  available in the       
  SBC/Ameritech Service  
  area within California 

  Within 12 months of a  Develop and deploy enhancements to the existing
  completed contract     EBI interface for OSS that support
                         maintenance/repair in SBC States except
                         Connecticut (¶ 30)

  Within 12 months of a  Provide enhancements to the EBI interface in
  completed contract (or Connecticut and Ameritech States (¶ 30)
  in conjunction with    
  the introduction of    
  the EBI interface,     
  whichever is later)    

  36 months from a date  Promotional period for unbundled local loop
  a qualifying unbundled discounts (promotional period may instead last
  local loop is          through the period during which the loop remains
  installed and          in service at the same location and for the same
  operational            carrier, whichever is shorter) (¶ 46)

  36 months from a date  Promotional period for resale discounts
  a qualifying resold    (promotional period may instead last through the
  service is installed   period during which the resold service remains
  and operational        in service at the same location and for the same
                         carrier, whichever is shorter) (¶ 48)

  36 months from the     Promotional period for promotional UNE platform
  date a promotional UNE (promotional period may instead last during the
  platform is installed  period in which the UNE platform remains in
  and operational        service at the same location and for the same
                         carrier, whichever is shorter) (¶ 51)

  First day after the    No minimum monthly or minimum flat rate charge
  Merger Closing Date on on interLATA services provided to any in-region
  which interLATA        or out-of-region residential customer in the
  services provided in   U.S. (except those imposed by government
  SBC/Ameritech State,   entities or voluntary, optional calling plans)
  or when local exchange (¶ 60)
  service provided to    
  residential customers  
  outside regions        
  -----------------------------------------------------------------------

  ---------------------- ------------------------------------------------
  **Annual Obligations** 

  **Date**               **Required Action**

  March 15 of each       File annual compliance report (¶ 65)
  calendar year in which 
  SBC/Ameritech subject  
  to obligations         

  September 1 of year    File final audit report (¶ 66)
  following calendar     
  year covered by the    
  audit                  

  60 days following      Meet with audit staff regarding changes to audit
  submission of final    program (¶ 66)
  audit                  
  ---------------------- ------------------------------------------------