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August 27, 1999

Ex Parte Presentation

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--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.  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.  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.  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.  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).  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.  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.  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.  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.  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.  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.  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.  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.  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.  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.  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
                                
PROMOTING EQUITABLE AND EFFICIENT ADVANCED SERVICES DEPLOYMENT
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
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
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

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.  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.  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. 
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.  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. 
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.  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. 
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.  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. 
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.  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.  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. 
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.  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.  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.  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. 
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.  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.  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.  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.  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.  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.  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.  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.  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.  SBC/Ameritech shall
phase-in the provision of Advanced Services through its
separate Advanced Services affiliate(s), as follows:

            a. Ameritech States.  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.  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.  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.  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.  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.  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.  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.  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.  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   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   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   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.  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 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   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   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   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   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   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   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").
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.  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, 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.  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.  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, 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 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 Opinion and
Order, Application of the Ohio Bell Tel. Co. for Approval of an
Alternative Form of Regulation, 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.  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.  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.  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. 
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.  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. 
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.  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").  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.  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

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

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

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  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.  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   Performance Measurements Subject to
Per Occurrence or Per Occurrence With Cap Voluntary
Payments:

OSS
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
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
10.       % Missed Repair Commitments
11.  % Repeat Reports
12.  Mean Time To Restore
13.  Trouble Report Rate

Interconnection
14.  Average Trunk Restoration Interval For Service
Affecting Trunk Groups
15.  % Trunk Blockage (per occurrence with cap)

Local Number Portability
16.       % Pre-Mature Disconnects (Coordinated
Cutovers)

Collocation 
17.  % Missed Collocation Due Dates

Billing 
18.  Billing Timeliness (per occurrence with cap)

Schedule B   Performance Measurements Subject to Per
Measurement Voluntary Payments:

OSS
19.  OSS Interface Availability

Interconnection
20.  Common Transport Trunk Blockage
                        Attachment A-1b
                                
                   SBC/AMERITECH PERFORMANCE
                          MEASUREMENTS
                    (CALIFORNIA AND NEVADA)

Schedule A - Performance Measurements Subject to Per
Occurrence or Per Occurrence With Cap Voluntary
Payments:

OSS
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
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
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
14.  Average Trunk Restoration Interval For Service
Affecting Trunk Groups   (New) 
15.  % Trunk Blockage-(New) (per occurrence with cap)

Coordinated Conversions
16.  Coordinated Customer Conversion As A Percentage
On Time

Collocation
17.  % Missed Collocation Due Dates   (New)

Billing
18.  Billing Timeliness (per occurrence with cap)

Schedule B - Performance Measurements Subject to Per
Measurement Voluntary Payments:

OSS
19.  Percentage Of Time Interface Is Available

Interconnection
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
   
     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
     
     Manual service order requests are those initiated by the CLEC either by
     telephone or FAX.  The receive date and times are recorded and input on
     the SM-FID on each service order in SORD for each FOC opportunity.  The
     end times are the actual dates and times the paper Faxes are sent back to the
     CLEC.  FAX end times are recorded and input into the DSS systems via an
     internal WEB application.  Each FOC opportunity is dynamically
     established on the WEB application via our interface to SORD and the LSC
     must provide 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 elects
     to accept an on-line FOC and does not require a paper FAX the FOC
     information is provided over the phone.  In these instances the order
     distribution time is used in the FOC calculation on the related SORD service
     order to the appropriate SM-FID entry.  These scenarios are identified by
     data populated on the ITRAK-FID of the service order.  The ITRAK-FID is
     also used when FOC times are negotiated with the CLEC.  The LSC will
     populate 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 Business (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:
         Simple Res. And Bus. < 5 Hours
         Complex Business (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
  Manually submitted:
         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 of
      Timeframe within 24 Clock Hours
   Electronically submitted via LEX or EDI:
         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" hours
     total FOCs sent) * 100
     Reported for CLEC and all
     CLECs.  This includes
     mechanized 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:


   SS[(Query Response Date & Time)
   - (Query Submission Date &
   Time)]  (Number of Queries
   Submitted in Reporting Period)
   Reported on a CLEC and all
   CLECs basis by interface for
   DATAGATE and VERIGATE 




Benchmark:


                    DataGate:     Verigate:
   Address 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  


Order 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 through 
   total orders) * 100 
   Reported by individual CLEC,
   CLECs and SWBT.
   
   
Benchmark:


   Parity
   

  1  Provisioning


  4a.      Measurement  
  
  
Percent SWBT 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
   completed by the due date as a
   result of a SWBT caused missed
   due date  total number of orders)
   * 100
   Reported for CLEC, all CLECs
   and SWBT 
   
   
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 missed
     due dates excluding customer
     caused misses  total number of
     circuits) 
     * 100
   Reported for CLEC, all CLECs
   and SWBT 
   
   
Benchmark:


   Parity with SWBT Retail
   



  4c.      Measurement  
  
  
Percent SWBT 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
   measured at an order level)with
   missed due dates excluding
   customer caused misses  total
   number of UNEs (total orders for
   8db loops) *100
             Reported for CLEC and all
   CLECs 
     
   
   
     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
   returned to the CLEC within 1 day
   of work completion  total
   mechanized completions) * 100
          Reported for CLEC and
     all CLECs for the electronic
     interfaces (EDI and LEX). 
     
     
     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 a
   network customer trouble report
   within 10 calendar days of service
   order completion  total # of
   orders) * 100
   Reported for POTS Resale by
   CLEC, total CLECs and SWBT 
   
   
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 Reports (Trouble Reports) Within 30 Days (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 receive a
   network customer trouble report
   within 30 calendar days of service
   order completion  total circuits
   (excludes trouble reports received
   on the due date)) * 100
     Reported for CLEC, all CLECs
   and SWBT  
   
   
     Benchmark:


     Parity with SWBT Retail
   
     
     

     5c.   Measurement  
  
  
   Percent Installation Reports (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
   measured at an order level) that
   receive a network customer trouble
   report within 30 calendar days of
   service order completion  total
   UNEs (total orders for 8db loops)  )
   * 100
     Reported for CLEC and all
   CLECs 
   
   
     Benchmark:


     See Measurement 4c.
   
     
                                

     6a.   Measurement  
  
  
   Mean 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:


   [SS(completion date   application
   date)]/(Total number of orders
   completed)
   Reported for CLEC, all CLECs
   and SWBT
   
   
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  
  
  
Average 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:


     [SS(completion date - application
   date)]  (Total number of circuits
   completed)
     Reported for CLEC, all CLECs
   and SWBT 
   
   
     Benchmark:


     Parity with SWBT Retail
   
     
        
   
       6c.      Measurement  
  
  
   Percent Installations 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 installed
   within business "x" business days 
   total N, T, C orders) * 100
     Reported for CLEC and all
   CLECs 
   
   
     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 
 Switch 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 SWBT 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:


   SS(Completion date   due date)  
   (total # of completed orders with a
   SWBT caused missed due date)
   Reported for CLEC, all CLECs
   and SWBT.
   
   
   
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:


          SS(Completion date  
     committed circuit due date)  (#
     of posted  circuits with a SWBT
     caused missed due date)
     Reported for CLEC, all CLECs
   and SWBT Retail Specials.
   
   
     Benchmark:


     Parity with SWBT Retail.
   
     
     

     7c.   Measurement  
  
  
   Average Delay Days For SWBT 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   committed
   UNE  (8db loops are measured at
   the order level) due date)  (# of
   posted UNEs (total completed
   orders for  8db loops)  with SWBT
   caused missed due dates)
     Reported for CLEC and all
   CLECs.
   
   
     Benchmark:


     See Measurement 4c.
   
     
     

     8.  Measurement  
  
  
   Average 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:


     [SS(completion date - application
   date)]  (Total number of orders 
     completed) 
     Reported for CLEC and all
   CLECs.
   
   
     Benchmark:


     Parity with SWBT or its Advanced Services Affiliate(s)
   
     
     

     9.    Measurement  
  
  
   Average Response Time 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
   Qualification is made available to
   CLEC   Date and Time the CLEC
   request is received)/Total number
   of loop qualifications
     CLEC, All CLECs and SWBT.
   
   
     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 cleared by the commitment
     time   total trouble reports) *
     100
     Reported for CLEC, all CLECs
   and SWBT 
   
   
     Benchmark:


     POTS   Parity with SWBT Retail.
     UNE Combo   Parity with SWBT Business and Residence combined.
   
     
     

     10b.  Measurement  
  
  
   Percent 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
   cleared by the commitment time
   for company reasons  total
   trouble reports) 
              * 100
     Reported for each CLEC, all
   CLECs and SWBT 
   
   
     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
   reports, not caused by CPE or
   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
     Reported by CLEC, all CLECs
   and SWBT 
   
   
     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 trouble reports received
     within 30 calendar days of a
     previous customer report   total
     network customer trouble
     reports) * 100
     Reported for CLEC, all CLECs
   and SWBT 
   
   
     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
   trouble reports received within 30
   calendar days of a previous
   customer report   total network
   customer trouble reports) * 100
     Reported for CLEC, all CLECs
   and SWBT 
   
   
     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:


     SS[(Date and time SWBT clears
   ticket with the CLEC ) - (Date and
   time ticket received)]  Total
   customer trouble reports
     Reported for POTS Resale
   trouble reports by CLEC, all
   CLECs and SWBT 
   
   
     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:


   SS[(Date and time trouble report is
   cleared with the customer) - (date
   and time trouble report is
   received)]   total network
   customer trouble reports
   Reported for CLEC, all CLECs
   and SWBT 
   
   
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:


     SS[(Date and time trouble report
   is cleared with the customer) -
   (date and time trouble report is
   received)]   total network
   customer trouble reports
     Reported for CLEC, all CLECs
   and SWBT 
   
   
     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
   trouble reports  (total lines 100)]
     Reported for POTS Resale
   trouble reports by CLEC, all
   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
   reports  (Total Resold circuits
   100)]
     Reported for CLEC, all CLECs
   and SWBT 
   
   
     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 reports
     (Total UNEs  100)]
   Reported for CLEC, all CLECs
   and SWBT 
   
   
Benchmark:


   See Measurement 4c.
   

Interconnection


  14.      Measurement 
  
  
Average Trunk Restoration Interval for 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 /
   total trunk group trouble reports
   Reported for CLEC, all CLECs
   and SWBT.
   
   
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  total calls
   offered) * 100
   Reported for CLEC, all CLECs
   and SWBT
   
   
Benchmark:


   Dedicated Trunk Groups not to exceed blocking standard of B.01.  
   
   Local Number Portability


  16.  Measurement
  
  
Percentage of Premature Disconnects (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
   disconnected customers  total
   coordinated conversion customers)
   * 100
   Reported by CLEC and all CLECs
   disaggregated by INP and INP
   with UNE loop.
   
   
Benchmark:


   2% or less premature disconnects starting 10 minutes before scheduled time.
   

Collocation


  17.      Measurement 
  
  
Percent 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 caused missed due dates
     for physical collocation facilities
       total number of physical
     collocation projects) * 100
     Reported for individual CLEC
   and all CLECs
   
   
     Benchmark:


     95% within the due date.  Damages and Assessments will be calculated
   based on the number of days late.
   
     
     Billing
     

     18.   Measurement  
  
  
   Billing 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 on
   time   total number of bills
   released) * 100
     Reported for CLEC and all
   CLECs
   
   
     Benchmark:


     95% within 6th 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 available
   during the scheduled available
   hours )    Scheduled system
   available hours)) * 100
     Reported on an aggregate CLEC
     basis by interface e.g. EASE,
     DATAGATE, VERIGATE, LEX,
     EDI and TOOLBAR. The RAF
     will be 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
   trunk groups exceeding 2%
   blocking  total common transport
   trunk groups) * 100.
     
   Reported on local common
   transport trunk groups.
   
   
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


  qExcludes non-business days.
  q  Exclude PIC and LPIC orders.




Business Rules:


  qThe 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.
  qExcludes non-business days.
  q    Elapsed time calculated in hours.
  q    Exclude PIC and LPIC orders.
  q    If UNE and PNP occur on the same service order, UNE used for reporting the measure.
  q    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:
Sum ((Date and Time of FOC/LSC)  
(Business Date and Time of Receipt of Valid
Service Request)) / (Number of FOCs/LSCs
Sent in Reporting Period)

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)
  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         ILEC Affiliates



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:


  qThe 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. 
  qSystem hours as published currently available 20 hours per day, 7 days per week.
  qElapsed time calculated in seconds.
  qBy 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:


  qBy interface type including fax.
  q   By query type.
  qBy 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 Time 
Sum ((Query Submission Date and Time to
Legacy System Access)   (Query
Submission Date and Time to OSS
Interface) + (Query Response Date and
Time to CLEC)   (Query Response Date
and Time 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

  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         ILEC
         ILEC Affiliates



Benchmark:


  q Mechanized:
         Interface transaction time:  Benchmark to be determined October 1999.
  qLegacy System time:  Parity
  q     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


  qExclude PIC and LPIC orders.



Business Rules:


  qReport period is a calendar month.
  qFrom receipt to FOC is considered flow-through for this measure.
  qSGT (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 orders that
flow-through without manual intervention) /
(Total valid mechanized service orders) x 100 


  qNeeds to be reported by:
         CLEC
         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
o              rder (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
o              rder (company or customer). 
                             
                             
                        Business Rules:
                                
                                
  qReport period is a calendar month
  qThe 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. 
  qExcludes non-business days.
  qExcludes CLEC caused misses.
  qExcludes end customer caused misses.
  qDue date is defined as original due date or final due date if the original due date was missed due to
  customer reasons.
  qData is to be reported by Field Work/No Field Work
  qResults reported by Missed Appointment (MAC) reason codes as diagnostic data.
  q "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 Due to
ILEC Reasons for New, Move and Change
Orders / Total Number of New, Move and
Change Orders) x 100

  qNeeds to be reported by: 
         CLEC
         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:


  qReport period is a calendar month
  qThe 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
  qExcludes non-business days.
  qExcludes CLEC caused misses.
  qExcludes end customer caused misses.
  qDue date is defined as original due date or final due date if the original due date was missed due to
  customer reasons.
  qResults need to be reported by Missed Appointment (MAC) reason codes as diagnostic data.
  q "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 Due to
ILEC Reasons for New, Move and Change
Orders / Total Number of New, Move and
Change Orders) x 100



  qNeeds to be reported by: 
         CLEC
         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:



  qReport period is a calendar month.
  qThe 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. 
  qExcludes non-business days.
  qExcludes CLEC caused misses.
  qExcludes end customer caused misses.
  qDue date is defined as original due date or final due date if the original due date was missed due to
  customer reasons.
  qXDSL 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.
  qData is to be reported by Field Work/No Field Work
  qResults need to be reported by Missed Appointment (MAC) reason codes as diagnostic data.
  qSubsequent MAC codes need to be retained but not reported. 
  q"T" orders are considered "New" orders for purposes of the report.




Disaggregation:


Parity for UNE measured 
for the following UNEs:
2/4w (8db) analog loop
      (incl. Coin/analog, PBX)
2/4w (5.5 db) assured analog loop
2w digital loop(ISDN capable)
2w digital loop(xDSL capable)
4w digital loop (1.544Mbps capable)
UNE Port Basic Analog/Coin
UNE Port CENTREX
UNE Port ISDN (BRI)
UNE Port DS1/ISDN-PRI
       (incl. DS1 line port)
UNE Port PBX DID
UNE Dedicated Transport 
       (incl.DS1 and DS3)
UNE Platform  
Interconnection Trunks
Pacific Bell/Nevada Bell Retail

POTS - Business (fielded)

POTS Business Assured (PBX)
ISDN(BRI)
ADSL
DS1
POTS - Business (fielded)
CENTREX
CENTREX
DS1/ISDN(PRI)

PBX DID
HICAP (DS1 & DS3)

Analogous Retail Service
ILEC Dedicated Trunks


Calculation:
Report Structure:


(Total Number of Missed Due Dates Due to
ILEC Reasons for New, Move and Change
Orders / Total Number of New, Move and
Change Orders) x 100

  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         ILEC
    ILEC Affiliates
  
  
Benchmark:


Parity





4d.  Measurement


Average Completion Notice Interval


Definition:


Measures the average time per order to issue notification to CLEC of a completed order.


Exclusions


  qExcludes weekends and ILEC published holidays.
  q  Exclude PIC and LPIC orders.



Business Rules:


  qReport period is a calendar month.
  q24 hour clock is used to measure interval for all interfaces other than LEX, EDI.
  qExcludes weekends and ILEC published holidays.
  qExclude PIC and LPIC orders.




Disaggregation:


Fully electronic orders that flow through (LEX, EDI)
All interface types






Calculation:
Report Structure:


Fully Electronic:
Sum ((Date and Time of Completion
Notification to CLEC)   (Date and Time of
Work Completion)) / (Number of Service
Orders Completed)


  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         ILEC Affiliates
  qBy 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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes troubles associated with inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes informational type of requests and other requests (refer to M&P).
  qExcludes Trouble Reports received on the due date (which are reported in the "Provisioning Troubles"
  measure).
  qExcludes trouble reports for Retail New Connect Service occurring prior to due date (no trouble
  report taken on a service that does not exist yet).
  qExclude PIC and LPIC orders.



Business Rules:


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports.
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes troubles associated with inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes informational type of requests and other requests (refer to M&P).
  qExcludes Trouble Reports received on the due date (which are reported in the "Provisioning Troubles"
  measure).
  qExcludes trouble reports for Retail New Connect Service occurring prior to due date (no trouble
  report taken on a service that does not exist yet).
  qExclude 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 Trouble reports
received within 30 calendar days of service
order completion / Total Number of new,
move, and change completed orders) x 100

  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records)
  qExcludes Message Covers.
  qExcludes troubles associated with inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes informational type of requests and other requests (refer to M&P).
  qExcludes Trouble Reports received on the due date (which are reported in the "Provisioning Troubles"
  measure).
  qExcludes trouble reports for Retail New Connect Service occurring prior to due date (no trouble
  report taken on a service that does not exist yet).
  qExclude PIC and LPIC orders.




Business Rules:


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes troubles associated with inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes informational type of requests and other requests (refer to M&P).
  qExcludes Trouble Reports received on the due date (which are reported in the "Provisioning Troubles"
  measure).
  qExcludes trouble reports for Retail New Connect Service occurring prior to due date (no trouble
  report taken on a service that does not exist yet).
  qExclude 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 Trouble
reports received within 30 calendar days of
service order completion / Total Number of
new, move, and change completed orders) x
100



  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes troubles associated with inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes informational type of requests and other requests (refer to M&P).
  qExcludes Trouble Reports received on the due date (which are reported in the "Provisioning Troubles"
  measure).
  qExcludes trouble reports for Retail New Connect Service occurring prior to due date (no trouble
  report taken on a service that does not exist yet).
  qExclude PIC and LPIC orders.




Business Rules:


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes troubles associated with inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes informational type of requests and other requests (refer to M&P).
  qExcludes Trouble Reports received on the due date (which are reported in the "Provisioning Troubles"
  measure).
  qExcludes trouble reports for Retail New Connect Service occurring prior to due date (no trouble
  report taken on a service that does not exist yet).
  qExclude PIC and LPIC orders.
  qIf UNE and PNP occur on the same service order, UNE used for reporting the measure.
  qXDSL 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 
for the following UNEs:

2/4w (8db) analog loop
      (incl. Coin/analog PBX)
2/4w (5.5 db) assured analog loop
2w digital loop(ISDN capable)
2w digital loop(xDSL capable)
4w digital loop (1.544Mbps capable)
UNE Port Basic Analog/Coin
UNE Port CENTREX
UNE Port ISDN (BRI)
UNE Port DS1/ISDN-PRI
       (incl. DS1 line port)
UNE Port PBX DID
UNE Dedicated Transport 
       (incl. DS1 and DS3)
UNE Platform  
Interconnection Trunks

PNP (Port  out)

Pacific Bell/Nevada Bell Retail


POTS - Business 

POTS Business Assured (PBX)
ISDN(BRI)
ADSL
DS1
POTS - Business 
CENTREX
CENTREX
DS1/ISDN(PRI)

PBX DID
HICAP (DS1 & DS3)

Analogous Retail Service
ILEC Dedicated Trunks
                                     
(Issue still to be resolved)



Calculation:
Report Structure:


(Total Number of Customer Trouble reports
received within 30 calendar days of service
order completion / Total Number of new,
move, and change completed orders) x 100



  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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


  qExcludes non-business days.
  qExcludes 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). 
  qExclude PIC and LPIC orders.



Business Rules:


  qReport period is a calendar month.
  qThe 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.
  qExcludes 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.
  qBy 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 receipt of valid
error-free service request to completion date
in service order system for new, move and
change orders / total new, move and change
orders.

  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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


  qExcludes non-business days.
  qExcludes 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). 
  qExclude PIC and LPIC order



Business Rules:


  qReport period is a calendar month
  qThe 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.
  qExcludes 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). 
  qExclude 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 receipt of valid
error-free service request to completion date
in service order system for new, move and
change orders / total new, move and change
orders.


  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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


  qExcludes non-business days.
  qExcludes 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). 
  qExclude PIC and LPIC orders.



Business Rules:


  qReport period is a calendar month.
  qThe 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.
  qExcludes 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). 
  qExclude PIC and LPIC orders.
  qXDSL 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 
for the following UNEs:

2/w wire 8db analog
(incl Coin/analog PBX)
2/4w (5.5 db) assured analog loop
2w digital loop(ISDN capable)
2w digital loop(xDSL capable)
4w digital loop (1.544Mbps capable)
UNE Port Basic Analog/Coin
UNE Port CENTREX
UNE Port ISDN (BRI)
UNE Port DS1/ISDN-PRI
       (incl. DS1 line port)
UNE Port PBX DID
UNE Dedicated Transport 
       (incl.DS1 and DS3)
UNE Platform  
Interconnection Trunks


Pacific Bell/Nevada Bell Retail


POTS Business (fielded)

POTS Business Assured (PBX)
ISDN(BRI)
ADSL
DS1
POTS - Business (fielded)
CENTREX
CENTREX
DS1/ISDN(PRI)

PBX DID
HICAP (DS1 & DS3)

Analogous Retail Service
ILEC Dedicated Trunks




Calculation:
Report Structure:


(Total New, Move and Change Orders
Completed Within the Standard Interval of
Receipt of Valid Error-free Service Request)
/ (Total New, Move and Change Orders) x
100

  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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


  qExcludes non-business days.
  q  Excludes CLEC caused misses.
  q  Excludes customer caused misses.



Business Rules:


  qReport period is a calendar month. 
  qThe 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. 
  qExcludes non-business days.
  q    Excludes CLEC caused misses.
  q    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). 
  qData is to be reported by Service Group Type.
  qPOTS field work/no field work.  
  qDisaggregated by 1   30 days, 31   90 days and +90 days. 
  qUse calendar days for this measurement.
  qResults 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 Order
Due Date (for orders missed due to lack of
ILEC facilities )) / (Number of Orders
Missed Due to Lack of ILEC Facilities in
the Reporting Period)


  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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


  qExcludes non-business days.
  q  Excludes CLEC caused misses.
  q  Excludes customer caused misses.



Business Rules:


  qReport period is a calendar month. 
  qThe 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. 
  qExcludes non-business days.
  q    Excludes CLEC caused misses.
  q    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). 
  qData is to be reported by Service Group Type.
  qDisaggregated by 1   30 days, 31   90 days and +90 days. 
  qUse calendar days for this measurement.
  qResults 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 Order
Due Date (for orders missed due to lack of
ILEC facilities )) / (Number of Orders
Missed Due to Lack of ILEC Facilities in
the Reporting Period)


  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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


  qExcludes non-business days.
  q  Excludes CLEC caused misses.
  q  Excludes customer caused misses.



Business Rules:


  qReport period is a calendar month. 
  qThe 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. 
  qExcludes non-business days.
  q    Excludes CLEC caused misses.
  q    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). 
  qData is to be reported by Service Group Type.
  qPOTS field work/no field work . 
  qDisaggregated by 1   30 days, 31   90 days and +90 days. 
  qUse calendar days for this measurement.
  qResults need to be reported by Missed Appointment (MAC) reason codes. 
  qXDSL 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 
for the following UNEs:

2/w wire 8db analog
(incl Coin/analog PBX)
2/4w (5.5 db) assured analog        loop
2w digital loop(ISDN capable)
2w digital loop(xDSL capable)
4w digital loop (1.544Mbps capable)
UNE Port Basic Analog/Coin
UNE Port CENTREX
UNE Port ISDN (BRI)
UNE Port DS1/ISDN-PRI
       (incl. DS1 line port)
UNE Port PBX DID
UNE Dedicated Transport 
       (incl.DS1 and DS3)
UNE Platform  
Interconnection Trunks

Pacific Bell/Nevada Bell Retail


POTS Business (fielded)

POTS Business Assured (PBX)
ISDN(BRI)
ADSL
DS1
POTS - Business (fielded)
CENTREX
CENTREX
DS1/ISDN(PRI)

PBX DID
HICAP (DS1 & DS3)

Analogous Retail Service
ILEC Dedicated Trunks



Calculation:
Report Structure:


Sum (Completion Date   Committed Order
Due Date (for orders missed due to lack of
ILEC facilities )) / (Number of Orders
Missed Due to Lack of ILEC Facilities in
the Reporting Period)


  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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


  qExcludes non-business days.
  qExcludes customer requested due dates other than interval offered
      and orders delayed for customer reasons.
  qExclude PIC and LPIC orders.




Business Rules:


  qReport period is a calendar month.
  qThe 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. 
  qExcludes non-business days.
  qExcludes 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). 
  qExclude PIC and LPIC orders.
  qXDSL 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 
for the following UNEs:

2w digital loop(xDSL capable)



Pacific Bell/Nevada Bell Retail


ADSL


Calculation:
Report Structure:


Total business days from receipt of valid
error-free service request to completion
date in service order system for new, move
and change orders / total new, move and
change orders.

  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         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
Qualification is made available to CLEC  
Date and Time the CLEC request is
received)/Total number of loop qualification
CLEC, All CLECs and Pacific Bell/Nevada
Bell.


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


  qExcludes CPE and IEC/CLEC caused troubles
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  
  
Business Rules:


  oBusiness days/hours for maintenance troubles availability are 7days/week 24 hours/day.
  qReport by dispatch/no dispatch.
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes 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 not cleared by
the commitment time for ILEC reasons /
Total network trouble reports completed) x
100

  qNeeds to be reported by: 
         CLEC
         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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.




Business Rules:


  oBusiness days/hours for maintenance troubles availability are 7days/week 24 hours/day.
  qReport by dispatch/no dispatch.
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  qXDSL 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 
for the following UNEs:

2/w wire 8db analog
(incl Coin/analog PBX)
2/4w (5.5 db) assured analog        loop
2w digital loop(ISDN capable)
2w digital loop(xDSL capable)
4w digital loop (1.544Mbps capable)
UNE Port Basic Analog/Coin
UNE Port CENTREX
UNE Port ISDN (BRI)
UNE Port DS1/ISDN-PRI
       (incl. DS1 line port)
UNE Port PBX DID
UNE Dedicated Transport 
       (incl.DS1 and DS3)
UNE Platform  
Interconnection Trunks
Pacific Bell/Nevada Bell Retail


POTS Business (fielded)

POTS Business Assured (PBX)
ISDN(BRI)
ADSL
DS1
POTS - Business (fielded)
CENTREX
CENTREX
DS1/ISDN(PRI)

PBX DID
HICAP (DS1 & DS3)

Analogous Retail Service
ILEC Dedicated Trunks


Calculation:
Report Structure:


(Total network trouble reports not cleared by
the commitment time for ILEC reasons /
Total network trouble reports completed) x
100

  qNeeds to be reported by: 
         CLEC
         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


  qExcludes troubles associated with inside wiring.
  qExcludes Subsequent reports .
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  
  
Business Rules:


  oBusiness days/hours for maintenance troubles availability are 7days/week 24 hours/day.
  qNeeds to be reported by: 
         service group type, SGT 
         NXX Code Opening Troubles
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes troubles associated with inside wiring.
  qExcludes Subsequent reports 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes ILEC employee generated reports.
  qExcludes 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 reports
received within 30 calendar days of a
previous customer report / Total customer
network trouble reports) x 100

  qNeeds to be reported by: 
         CLEC
         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


  qExcludes troubles associated with inside wiring.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.



Business Rules:


  oBusiness days/hours for maintenance troubles availability are 7days/week 24 hours/day.
  qNeeds to be reported by: 
         service group type, SGT 
         NXX Code Opening Troubles
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes troubles associated with inside wiring.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes ILEC employee generated reports.
  qExcludes 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 reports
received within 30 calendar days of a
previous customer report / Total customer
network trouble reports) x 100

  qNeeds to be reported by: 
         CLEC
         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


  qExcludes troubles associated with inside wiring.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  
  
Business Rules:


  oBusiness days/hours for maintenance troubles availability are 7days/week 24 hours/day.
  qNeeds to be reported by: 
         service group type, SGT (including PNP) 
         NXX Code Opening Troubles
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes troubles associated with inside wiring.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  
  
Disaggregation:


Parity for UNE measured for the following
UNEs:

2/4w (8db) analog loop
2/4w (5.5 db) assured analog loop
2w digital loop (ISDN)
2w digital loop (xDSL)
4w digital loop (ISDN PRI)
UNE Port   Basic Analog
UNE Port   CENTREX
UNE Port   PBX DID 
UNE Port   ISDN (BRI)
UNE Port   DS1/ISDN (PRI)
UNE Dedicated Transport
UNE Platform  
Interconnection Trunks (no-dispatch)
PNP - Port Out
Pacific Bell/Nevada Bell Retail


POTS-Business (Fielded)
POTS Business Assured (PBX)
ISDN(BRI)
ADSL
DS1
POTS-Business (no-dispatch)
CENTREX
PBX DID
CENTREX
DS1/ISDN(PRI)
HICAP (DS1 & DS3)
Analogous Retail Service
ILEC Dedicated Trunks
(Issue still to be resolved)


Calculation:
Report Structure:


(Total Customer network trouble reports
received within 30 calendar days of a
previous customer report / Total customer
network trouble reports) x 100

  qNeeds to be reported by: 
         CLEC
         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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes tickets with a duration of 720/+ hours.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  qExcludes informational type of requests and other requests.



Business Rules:


  oBusiness days/hours for maintenance troubles availability are 7days/week 24 hours/day.
  qNeeds to be reported by: 
         service group type 
         NXX Code Opening Troubles
  qBy dispatch and no dispatch.
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes tickets with a duration of 720/+ hours.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  qExcludes 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 network trouble
reports) / (Total customer network trouble
reports)


  qNeeds to be reported by: 
         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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes tickets with a duration of 720/+ hours.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  qExcludes informational type of requests and other requests.
  
  
Business Rules:


  qBusiness days/hours for maintenance troubles availability are 7days/week 24 hours/day.
  qNeeds to be reported by: 
         service group type 
         NXX Code Opening Troubles
  qBy dispatch and no dispatch.
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes tickets with a duration of 720/+ hours.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  qExcludes 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 network
trouble reports) / (Total customer network
trouble reports)


  qNeeds to be reported by: 
         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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes tickets with a duration of 720/+ hours.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  qExcludes informational type of requests and other requests.



Business Rules:


  qBusiness days/hours for maintenance troubles availability are 7days/week 24 hours/day.
  qNeeds to be reported by: 
         service group type (including PNP) 
         NXX Code Opening Troubles
  qBy dispatch and no dispatch.
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes tickets with a duration of 720/+ hours.
  qExcludes ILEC employee generated reports.
  qExcludes trouble reports for Retail services for New Connect Service occurring prior to due date.
  qExcludes informational type of requests and other requests.





Disaggregation:


Parity for UNE measured for the following
UNEs:

2/4w (8db) analog loop
2/4w (5.5 db) assured analog loop
2w digital loop (ISDN)
2w digital loop (xDSL)
4w digital loop (ISDN PRI)
UNE Port   Basic Analog
UNE Port   CENTREX
UNE Port   PBX DID 
UNE Port   ISDN (BRI)
UNE Port   DS1/ISDN (PRI)
UNE Dedicated Transport
UNE Platform  
Interconnection Trunks (no-dispatch)

PNP - Port Out
                                
Pacific Bell/Nevada Bell Retail


POTS-Business (Fielded)
POTS Business Assured (PBX)
ISDN(BRI)
ADSL
DS1
POTS-Business (no-dispatch)
CENTREX
PBX DID
CENTREX
DS1/ISDN(PRI)
HICAP (DS1 & DS3)
Analogous Retail Service
ILEC Dedicated Trunks

(Issue still to be resolved)



Calculation:
Report Structure:


(Total duration of customer network
trouble reports) / (Total customer network
trouble reports)


  qNeeds to be reported by: 
         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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes ILEC employee generated reports.
  
  
Business Rules:


  qNeeds to be reported by:
         SGT, service group type 
         NXX code opening troubles
  qAccess line/circuit count taken from the previous month.
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes 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 and
repeat network trouble reports / Number of
access lines/circuits/UNEs in service at the
end of the prior reporting period) 
x 100
  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         ILEC
         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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes ILEC employee generated reports.



Business Rules:


  oNeeds to be reported by:
         SGT, service group type 
         NXX code opening troubles
  qAccess line/circuit count taken from the previous month.
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes ILEC employee generated reports.
  qInterconnection 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 and
repeat network trouble reports / Number of
access lines/circuits/UNEs in service at the
end of the prior reporting period) 
x 100
  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         ILEC
         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


  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes ILEC employee generated reports.



Business Rules:


  oNeeds to be reported by:
         SGT, service group type (including PNP)
         NXX code opening troubles
  qAccess line/circuit count taken from the previous month.
  qExcludes CPE and IEC/CLEC caused troubles.
  qExcludes Subsequent reports. 
  qExcludes Message Reports (circuit reports for which ILEC has no records).
  qExcludes Message Covers.
  qExcludes inside wire.
  qExcludes ILEC employee generated reports
  qInterconnection trunks are non-dispatch e.g. dispatch-in.




Disaggregation:


Parity for UNE measured for the following
UNEs:

2/4w (8db) analog loop
2/4w (5.5 db) assured analog loop
2w digital loop (ISDN)
2w digital loop (xDSL)
4w digital loop (ISDN PRI)
UNE Port   Basic Analog
UNE Port   CENTREX
UNE Port   PBX DID 
UNE Port   ISDN (BRI)
UNE Port   DS1/ISDN (PRI)
UNE Dedicated Transport
UNE Platform  
Interconnection Trunks (no-dispatch)

PNP - Port Out


Pacific Bell/Nevada Bell Retail


POTS - Business (Dispatch)
POTS Business Assured (PBX)
ISDN(BRI)
ADSL
DS1
POTS - Business (Dispatch)
CENTREX
PBX DID
CENTREX
DS1/ISDN(PRI)
HICAP (DS1 & DS3)
Analogous Retail Service
ILEC Dedicated Trunks

(Issue still to be resolved)


Calculation:
Report Structure:


(Total Number of Customer initial and
repeat network trouble reports / Number of
access lines/circuits/UNEs in service at the
end of the prior reporting period) 
x 100
  qNeeds to be reported by: 
         CLEC
         CLECs in the aggregate
         ILEC
         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 / total trunk
group trouble reports



Reported for CLEC, all CLECs and Pacific
Bell/Nevada Bell.


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 calls offered) 
x 100
Reported for CLEC, all CLECs and Pacific
Bell/Nevada Bell.


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


  qExcludes 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). 
  qExclude PIC and LPIC orders.



Business Rules:


  qOrders (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.
  qRequires an end time for a TBCC order.
  qEstimated time to complete an order + 1 hour to be compared to completion time for retail parity.
  qMost recent TBCC is the coordinated cut to be used in this measurement.
  qReport period is a calendar month.
  qThe 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. 
  qExcludes 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). 
  qExclude PIC and LPIC orders.
  qApplies 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 completed by
due date and time) / (Count of coordinated
orders completed in reporting period)) x 100



  qNeeds to be reported by: 
         CLEC
         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 Bell/Nevada
Bell caused missed due dates for physical
collocation facilities / total number of
physical collocation projects)
x 100



Reported for individual CLEC and all
CLECs


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


  q   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:


  qNeeds to be reported by:
         Resale
         UNE (IntraLATA and InterLATA, etc.)
         Facilities/Interconnection
                                
                                
                                
                          Calculation:
                       Report Structure:
                                
                                
            Sum ((Invoice Transmission Availability
         Date)   (Date of Scheduled Bill Cycle Close))
              / (Count of Invoices Transmitted in
                       Reporting Period)
                                
  qNeeds to be reported by:
         CLEC
         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:


  qReport period is a calendar month.
  qBy interface type for all interfaces accessed by CLECs 
         pre-ordering
         ordering
         maintenance
  qOutage hours are obtained from outage reports.
  qAny change requests for extended availability during the reporting period are added to the scheduled
  hours.
  
  
Disaggregation:


  qBy interface type for all interfaces accessed by CLECs: 
         pre-ordering
         ordering
         maintenance 



Calculation:
Report Structure:


((Number of Scheduled System Available
hours)-(Number of Unscheduled System
Unavailable Hours)) / Scheduled System
Available Hours) x 100
                                
  qNeeds to be reported by: 
         CLEC in the aggregate
         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:
                                
                                
  qReport month is the calendar month.
  qThreshold exception trunk detail.
  qNeeds to be reported by:
  Common/shared transport trunk group type
  qException reporting only.
  qIncludes histogram distribution chart.



Disaggregation:


Needs to be reported by trunk type.



Calculation:
Report Structure:


(Number of common and shared transport
trunk groups exceeding 2% blockage / Total
number of common and shared transport
trunk groups) x 100
                                
  qNeeds to be reported by: 
  Common/shared transport trunk group
  
  
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) / ddiff
     
          Where;
          DIFF = Milec   Mclec
          Milec = ILEC Average
          Mclec = CLEC Average
          ddiff = SQRT [d2ilec   (1/ n clec + 1/ n ilec)]
          d2ilec = Calculated variance for ILEC.
          nilec = number of observations or samples used in ILEC measurement
          nclec = 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   Mclec
          Mclec = CLEC Average
          
     For parity measurement results that are expressed as percentages or proportions:
     
     Step 1:
          (nilecPilec + nclecPclec)
          r =        ________________________
                    nilec + nclec
          
     Step 2:
     
     sPilec-Pclec = sqrt[[r(1-r)]/nilec + [r(1-r)]/nclec]
     
     
     Step 3:
     
     Z = (Pilec   Pclec)/sPilec-Pclec
     
     Where:  n = Number of Observations
                 P = Percentage or Proportion
     
    For benchmark measurement results that are expressed as percentages or proportions:
     
     Z = (benchmark   Pclec)/1
     
     Where:  n = Number of Observations
                  Pclec = Percentage or Proportion for CLEC
     
      For measurement results that are expressed as rates or a ratio:
     
     z = (DIFF) / ddiff
     
     Where;
     DIFF = Rilec - Rclec
     Rilec = numilec/denomilec
     Rclec = numclec/denomclec
     ddiff= SQRT [Rilec (1/denomclec + 1/ denomilec)]
     
     
     II.  Qualifications To Use Z-Test:
     
    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 (nCLEC ) and one reflecting the remaining data points, (which is equal to the size
     of the original ILEC data set or nILEC).
     4.   Compute and store the Z-test score (ZS) 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 ZS 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 ZA such that the
     probability (or cumulative area under the standard normal curve) is equal to P calculated in
     step 8.
     10.  Compare ZA with the desired critical value as determined from the critical Z table.  If ZA > the
     designated critical Z-value in the table, then the performance is non-compliant.
     III.  Critical Z-Test Value

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
Measurements
Critical Z-value


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
Measurements For Which The Reporting Dimensions Are Averages Or
Means.
  
        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.

        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.
     
        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

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

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' hours
                                      M
                                      M
                                      M
                                  occur/cap
                                      
                                      
                                      
                                      2
                                      B
                   Average Response Time for OSS preorder
                                 interfaces
                                      M
                                      M
                                      M
                                  occur/cap
                                      
                                      
                                      
                                      3
                                      P
                      Order Process Percent Flow Through
                                      H
                                      H
                                      H
                                  occur/cap
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                Provisioning
                                     4a
                                      P
                    % SBC caused missed due dates - POTS
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     4b
                                      P
                   % SWBT caused missed due dates - Design
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     4c
                                      P
                       % SWBT caused missed due dates
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     4d
                                      B
                   % Mechanized Completions Returned Within
                         one Day Of Work Completion
                                      L
                                      L
                                      L
                                    occur
                                      
                                      
                                      
                                     5a
                                      P
                  Percent Trouble Report Within 10 Days (I-
                         10) of Installation   POTS
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     5b
                                      P
                    Percent Installation Reports (Trouble
               Reports) Within 30 Days (I-30) of Installation
                                  - Design
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     5c
                                      P
                    Percent Installation Reports (Trouble
               Reports) Within 30 Days (I-30) of Installation
                                    - UNE
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     6a
                                      P
                      Mean Installation Interval - POTS
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     6b
                                      P
                    Average Installation Interval - POTS
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     6c
                                      B
                 % Installation completed in 'X' days - UNE
                                      M
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     7a
                                      P
                      Average Delay Days For SWBT Caused
                          Missed Due Dates   POTS 
                                      L
                                      L
                                      L
                                    occur
                                      
                                      
                                      
                                     7b
                                      P
                      Average Delay Days For SWBT Caused
                          Missed Due Dates   Design
                                      L
                                      L
                                      L
                                    occur
                                      
                                      
                                      
                                     7c
                                      P
                      Average Delay Days For SWBT Caused
                           Missed Due Dates   UNE
                                      L
                                      L
                                      L
                                    occur
                                      
                                      
                                      
                                      8
                                      P
                     Average installation interval - DSL
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                      9
                                      P
                Average response time for loop qualification
                                 information
                                      M
                                      M
                                      M
                                    occur
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                 Maintenance
                                     10a
                                      P
                     Percent Missed Repair Commitments -
                                    POTS
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     10b
                                      P
                   Percent Missed Repair Commitments - UNE
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     11a
                                      P
                        Percent Repeat Reports - POTS
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     11b
                                      P
                       Percent Repeat Reports - Design
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     11c
                                      P
                         Percent Repeat Reports - UNE
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     12a
                                      P
                       Receipt To Clear Duration - POTS
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     12b
                                      P
                        Mean Time To Restore - Design
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                     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   Design
                                      L
                                      L
                                      L
                                    occur
                                      
                                      
                                      
                                     13c
                                      P
                          Trouble Report Rate - UNE
                                      H
                                      H
                                      H
                                    occur
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                               Interconnection
                                     14
                                      B
                    Average Trunk Restoration Interval for
                       Service Affecting Trunk Groups
                                      M
                                      M
                                      H
                                    occur
                                      
                                      
                                      
                                     15
                                      B
                           Percent Trunk Blockage
                                      M
                                      H
                                      H
                                  occur/cap
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                Local Number
                                 Portability
                                     16
                                      B
                    % Pre-mature Disconnects (Coordinated
                                 Cutovers) 
                                      M
                                      M
                                      H
                                    occur
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                 Collocation
                                     17
                                      B
                        % missed collocation due date
                                      M
                                      M
                                      H
                                    occur
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                   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 Blockage
                                      M
                                      M
                                      H
                                    meas
                                      
                                      
                                                        ATTACHMENT A-5b
                                
                 SBC/AMERITECH MEASUREMENT LIST
                    (CALIFORNIA AND NEVADA)

MEASUREMENT LIST (CALIFORNIA AND NEVADA)



FP
P
Benchmark 
 / Parity
Measurement Name



Pay






Y1
Y2
Y3



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



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



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 Interval
L
L
L
occur



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



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



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



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



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



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



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



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



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



8
P
Average Completed Interval - DSL
H
H
H
occur



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












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



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



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



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



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



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 - POTS
H
H
H
occur



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



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












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



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












Coordinated
Conversions
16
P
Coordinated Customer Conversions 
M
M
H
occur












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












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












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












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

                             ATTACHMENT A-6

YEAR 1






CIPP CAPS ($M)








State

Annual
Monthly


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
$   0.79




$250.00
$ 20.83



                        ATTACHMENT A-6 (cont'd) 
                                    
                                 YEAR 2






CIPP CAPS ($M)
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                    State
                                                                         
                                                                   Annual
                                                                  Monthly
                                                                         
                                                                         
                                                                         
                                                                 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
                                                                 $   1.18
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                 $ 375.00
                                                                  $ 31.25
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                                                   ATTACHMENT A-6 (cont'd)
                                    
                                 YEAR 3
                                    
                                    
                                    
                                    
                                    
                             CIPP CAPS ($M)
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                  State
                                    
                                 Annual
                                 Monthly
                                    
                                    
                                    
                                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
                                $   1.57
                                    
                                    
                                    
                                    
                                    
                                $ 500.00
                                 $ 41.67
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    


                          ATTACHMENT B
                                
              MODEL COLLOCATION ATTESTATION REPORT
                                

                             DRAFT
                                
                Independent Accountant's Report
                                
                                
           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 
                      ANALOG 2-WIRE LOOPS
                                
                   Promotional Loop Discounts
                                
                                
                              Zone
                         Current Price
                           New Price
                          Discount (%)
                                
                                
                            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
                          (Statewide)
                             $12.92
                             $9.69
                             25.00
                                
                                
                                
                                
                                
                          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

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.
     b.   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.
     c.   SBC/Ameritech shall attempt to resolve issues affecting multiple CLECs in
     the same State through consolidated mediations.
     d.   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.
     e.   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.
     f.   SBC/Ameritech shall have one contact person for all contacts related to a
     given dispute.
     g.   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.
     h.   SBC/Ameritech agrees that service to end-user customers shall not be
     disrupted or otherwise affected by the pendency of a mediation proceeding. 
     i.   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.
     j.   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.
     k.   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


VII.  Carrier Interconnection Performance Plan (Including Performance Measurements)
                                
                                
                             State
             Implement Performance Measurements and
           Provide 2 Months of Performance Data ( 24)
                 Make Voluntary Payments to the
                      U.S. Treasury ( 24)
                                
                                
                              SBC
                           Arkansas
                            Kansas
                           Missouri
                           Oklahoma
                             Texas
                                
                 November 1, 1999:  Performance
             Measurements shown on Attachments A-2a
                            and A-5a
                                
             270 days after the Merger Closing Date
                                
                                
                                
                          California
                            Nevada
          The first day of the first month that begins
           more than 30 days after the Merger Closing
            Date:  Performance Measurements shown on
              Attachments A-2b and A-5b, using the
             California business rules described in
                        Attachment A-2b 
                                
                                
                                
                          Connecticut
           All Performance Measurements no later than
            12 months after the Merger Closing Date
            15 months after the Merger Closing Date
                                
                                
                           Ameritech
                           Illinois
                            Indiana
                           Michigan
                             Ohio
                           Wisconsin
                                
         No later than 90 days after the Merger Closing
          Date:  Performance Measurements 2, 4-5, 10-
         13, 15, and 17-19, as shown in Attachments A-
                          2a and A-5a
            No later than 150 days after the Merger
           Closing Date:  Performance Measurements 1,
         3, 6-9, 14, 16, and 20 as shown in Attachments
                         A-2a and A-5a
                                
             270 days after the Merger Closing Date
                                
                                
                                                                
                                
                        Required Action
                              Date
                                
                                
                  III.  Advanced Services OSS
                                
                                
Provide options for pre-ordering and ordering components used to
      provide xDSL and other Advanced Services, until the
     development and deployment of enhancements to existing
               Datagate and EDI interfaces ( 15)
                SBC and Ameritech States except
           Connecticut:  Provide, not later than 180
         days after the Merger Closing Date, 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, 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 Ameritech's and SNET's
equivalent service order processing systems for pre-ordering and
           ordering xDSL and Advanced Services ( 15)
            Offer to be available for a period of 30
              months after the Merger Closing Date
                                
                                
                                
  Develop and deploy 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 ( 15)
                SBC and Ameritech States except
            Connecticut:  Within 14 months after the
           Merger Closing Date (assuming the duration
           of Phase 2, the collaborative 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, electronic pre-order OSS
access to theoretical loop length on an individual address basis
                             ( 20)
             All SBC States except Connecticut and
           Nevada:  Not later than the Merger 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, electronic pre-order OSS
access to theoretical loop length on an individual address basis, at
                  no additional charge ( 20)
          All SBC States:  12 months after the Merger
                          Closing Date
                                
                                
                                
                VIII.  Uniform and Enhanced OSS
                                
                                
                                
     Submit 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 ( 25)
                Prior to the Merger Closing Date
                                
                                
 Develop and deploy commercially ready, uniform application-to-
                 application interfaces ( 26)
                SBC and Ameritech States 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)
                                
                                
  Develop and deploy uniform graphical user interfaces ( 27)
                SBC and Ameritech States 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 access to SBC/Ameritech's
  service order processing systems for requesting CLECs ( 29)
            Offer to be available for a period of 30
              months after the Merger Closing Date
                                
                                
  Offer to develop and deploy enhancements to the existing EBI
    interface for OSS that support maintenance/repair ( 30)
            Offer to be available for a period of 30
              months after the Merger Closing 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 (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 ( 31)
            All SBC and Ameritech States:  Within 30
              months after the Merger Closing Date
             (assuming the duration of Phase 2, the
            collaborative process with CLECs, is no
                      longer than 30 days)
                                
                                
    Begin negotiation with interested CLECs a uniform change
                   management process ( 32)
            All SBC and Ameritech States:  Within 30
               days after the Merger Closing Date
                                
                                
    Develop and offer to state commissions a uniform change
     management process for acceptance and approval ( 32)
            All SBC and Ameritech States:  Within 12
                months after the commencement of
             negotiations (subject to arbitration)
                                
                                
                 IX.  Restructuring OSS Charges
                                
                                
                                
Eliminate all flat-rate monthly charges for access to the Remote
Access Facility and the Information Services Call Center, and any 
manual processing charges for access to standard, non-electronic
order processing facilities used for orders of 30 lines or less ( 35)
            All SBC and Ameritech States: Beginning
           with the first billing cycle following the
                      Merger Closing Date
                                
                                
               X.  OSS Assistance to Small CLECs
                                
                                
 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)
            All SBC and Ameritech States:  Within 30
             days following the Merger Closing Date
                                
                                
Notify all small CLECs certificated and who have interconnection
    agreements with SBC/Ameritech operating in SBC/Ameritech
     states of the availability of OSS expert teams ( 36)
            All SBC and Ameritech States:  Within 60
             days following the Merger Closing Date
                                
                                
Identify and develop training and procedures beneficial to small
       CLECs operating in the SBC/Ameritech States ( 36)
            All SBC and Ameritech States:  Within 90
             days following the Merger Closing Date
                                
                                
    Notify all small CLECs certificated with interconnection
         agreements with SBC/Ameritech and operating in
     SBC/Ameritech States of training and procedures ( 36)
           All SBC and Ameritech States:  Within 120
             days following the Merger Closing Date
                                
                                
                                                          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 Closing Date
Negotiate agreements between Advanced Services 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 Date
Provide Advanced Services through separate 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 after the Merger
                          Closing Date
File tariffs necessary for the separate Advanced Services affiliate to provide
Advanced Services to customers that are providers of Internet services ( 6)
                                
                                
                10 days after the Merger Closing
                              Date
File with the Secretary of the Commission the 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 following the
                      Merger Closing Date
Provide direct access to SORD, and Ameritech's and SNET's equivalent
service order processing 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 cycle that begins after
                    the Merger Closing Date
Eliminate all flat-rate monthly charges for access to the Remote Access
Facility and the Information Services Call Center, and extra 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 Merger Closing
                              Date
Provide new activations of all non-xDSL Advanced 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 Merger Closing
                        Date, continued
Begin an Offering Window period to offer 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 ( 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 month  that
               begins more than 30 days after the
                      Merger Closing Date
  Performance Measurements:  Implement and provide 2 months of
performance data for performance measurements shown on Attachments A-
2b and A-5b in California and Nevada, using the California business rules
              described in Attachment A-2b ( 24)
                                
                                
                45 days after the Merger Closing
                              Date
Independent auditor to submit preliminary audit requirements to FCC audit
                          staff ( 66)
                                
                                
                60 days after the Merger Closing
                              Date
Notify all small CLECs certificated and who have 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 Merger Closing
                              Date
Provide non-discriminatory access to loop 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 Merger Closing
                              Date
Notify all small CLECs certificated with interconnection agreements with
SBC/Ameritech and operating in SBC/Ameritech States of training and
                       procedures ( 36)
                                
                                
               150 days after the Merger Closing
                              Date
Implement and provide 2 months of performance 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 Merger Closing
                              Date
Provide Advanced Services through separate 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 Merger Closing
                              Date
Transfer any non-xDSL Advanced Services provided 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 the Merger
                          Closing Date
Independent auditor to submit final collocation audit report to the
                Commission's Audit Staff ( 40)
                                
                                
                   12 months after the Merger
                          Closing Date
                                
Provide access to non-discriminatory, electronic pre-order Internet access to
theoretical loop 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 the Merger
                          Closing Date
Develop and deploy 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, 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 the Merger
                          Closing Date
Obligation to begin making voluntary payments to the U.S. Treasury, in
                       Connecticut ( 24)
                                
                                
                   18 months after the Merger
                          Closing Date
Install local switch for new markets or otherwise obtain switching capability
                in 12 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 the Merger
                          Closing Date
Provide non-discriminatory, electronic pre-order OSS access to theoretical
loop length on an individual address basis, in Connecticut and Ameritech
                         States ( 20)
                                
                                
                   24 months after the Merger
                          Closing Date
Develop and deploy commercially ready, uniform application-to-application
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) ( 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 the Merger
                          Closing Date
Develop and deploy 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 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 Merger Closing
                              Date
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 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 Advanced
                   Services in a state where
                 SBC/Ameritech does not provide
                Advanced Services on the Merger
                         Closing Date 
Establish and incorporate a separate Advanced Services affiliate ( 5)
                                
                                
              30 days after state approval of all
                 necessary agreements with the
                    affiliated incumbent LEC
Provide Advanced Services through a separate affiliate in SBC States for new
activation of customers that are providers of Internet services.  Compliance
can also be met 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 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 approval of any
               certification that the state deems
               required for the separate Advanced
                 Services affiliate to provide
                Advanced Services in that state
File any federal or state tariffs necessary for the separate Advanced Services
affiliate to provide Advanced Services to customers that are not providers of
             Internet services, in SBC States ( 6)
                                
                                
              3 days after obtaining all necessary
                certifications, authorizations,
                and/or approvals to provide new
               activations of an Advanced Service
               through a separate affiliate in a
                             state
File tariff changes with the Commission and/or state Commission to
terminate the offering of new activations by the incumbent LEC, and cease
pro-active marketing or sales of new activations from the tariffs of the
                      incumbent LEC ( 6)
                                
                                
              180 days after electronic, pre-order
                 OSS access to theoretical loop
                length is made available in the
                   SBC/Ameritech Service area
                       within California
Provide non-discriminatory, electronic pre-order OSS access to theoretical
  loop length on an individual address basis in Nevada ( 20)
                                
                                
                Within 12 months of a completed
                            contract
Develop and deploy enhancements to the existing EBI interface for OSS that
support maintenance/repair in SBC States except Connecticut ( 30)
                                
                                
                Within 12 months of a completed
              contract (or in conjunction with the
               introduction of the EBI interface,
                      whichever is later)
Provide enhancements to the EBI interface in Connecticut and Ameritech
                         States ( 30)
                                
                                
               36 months from a date a qualifying
               unbundled local loop is installed
                        and operational
Promotional period for unbundled local loop discounts (promotional period
may instead last through the period during which the loop remains in service
at the same location and for the same carrier, whichever is shorter) ( 46)
                                
                                
               36 months from a date a qualifying
                resold service is installed and
                          operational
Promotional period for resale discounts (promotional period may instead last
through the period during which the resold service remains in service at the
same location and for the same carrier, whichever is shorter) ( 48)
                                
                                
                   36 months from the date a
                  promotional UNE platform is
                   installed and operational
Promotional period for promotional UNE platform (promotional period may
instead last during the period in which the UNE platform remains in service
at the same location and for the same carrier, whichever is shorter) ( 51)
                                
                                
               First day after the Merger Closing
                Date on which interLATA services
                provided in SBC/Ameritech State,
                 or when local exchange service
               provided to residential customers
                        outside regions
No minimum monthly or minimum flat rate charge on interLATA services
provided to any in-region or out-of-region residential customer in the U.S.
(except those imposed by government entities or voluntary, optional calling
                         plans) ( 60)
                                
                                
                                
                                
                       Annual Obligations
                                
                                
                              Date
                        Required Action
                                
                                
               March 15 of each calendar year in
                 which SBC/Ameritech subject to
                          obligations
              File annual compliance report ( 65)
                                
                                
                 September 1 of year following
               calendar year covered by the audit
                 File final audit report ( 66)
                                
                                
                60 days following submission of
                          final audit
Meet with audit staff regarding changes to audit program ( 66)