Agreement Number 00012603-02
                                     Amendment
                                  No. 00012603-02
                                       Between
                  Southwestern Bell Communication Services, Inc.
                                         And
              Nevada Bell Telephone Company, Pacific Bell Telephone
         Company and Southwestern Bell Telephone Company, Illinois Bell
            Telephone Company, Michigan Bell Telephone Company, The
          Ohio Bell Telephone Company, Indiana Bell Telephone Company,
                       Incorporated, and Wisconsin Bell, Inc. 
                                    Proprietary Information
          The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party
                        representatives, except under written Agreement by the contracting Parties.
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                                                 Agreement Number 00012603-02
                                 Proprietary Information
         The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party
                      representatives, except under written Agreement by the contracting Parties.
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                                                                                       Agreement Number 00012603-02
                                                   AMENDMENT NO. 2
                                              AGREEMENT NO. 00012603
        This Amendment, effective on the date when signed by the last Party ("Effective Date"), and amending 
        Agreement No. 00012603, is by and between Southwestern Bell Communication Services, Inc. d/b/a SBC 
        Long Distance, a Delaware corporation (“Supplier” or “SBCS”) and Nevada Bell Telephone Company, 
        Pacific Bell Telephone Company and Southwestern Bell Telephone Company ( “Initial Customers”),  and 
        Illinois Bell Telephone Company, Michigan Bell Telephone Company, The Ohio Bell Telephone Company, 
        Indiana Bell Telephone Company, Incorporated, and Wisconsin Bell, Inc. (“New Customers”).
                                                      WITNESSETH
        WHEREAS, Supplier and Initial Customers entered into Agreement No. 00012603, on June 6, 2000, (the 
        “Agreement”); and
        WHEREAS, Supplier and Initial Customers desire to amend the Agreement to add New Customers, that 
        perform Official Communication Services (“OCS”) for SBC Affiliates in the Ameritech operating region; 
        and
        WHEREAS, pursuant to Section 2 of the Agreement, Customers have given Supplier a notice extending 
        the Initial Term of the Agreement one year; and
        WHEREAS, Supplier and Customers desire to further amend the Agreement as hereinafter set forth; and
        WHEREAS, pursuant to Section 2(e) of the Agreement, pricing affected by this Amendment shall relate 
        back to the extended anniversary date of the Agreement, that being June 6, 2003; and
        WHEREAS, notwithstanding the foregoing, all other language in this Amendment shall be effective on the
        date when signed by the last Party. 
        Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties 
        hereto agree as follows:
        1.  New Customers (Illinois Bell Telephone Company, Michigan Bell Telephone Company, The Ohio Bell 
            Telephone Company, Indiana Bell Telephone Company, Incorporated, and Wisconsin Bell, Inc.) shall 
            be added as additional Customers.  (Hereinafter, “Customers” shall refer collectively to both Initial 
            Customers and New Customers.)   
        2.  Services, including but not limited to IP Menu Routing, Call Announcement, Diversity, and Origination
            Diversity, that are currently offered in the TSA, but which have heretofore not been offered under the 
            Agreement shall be offered under the Agreement.
                                                     Proprietary Information
    The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                        except under written Agreement by the contracting Parties.
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                                                                                       Agreement Number 00012603-02
        3.  On page 4, the first paragraph of Section 3 of the Agreement is amended as follows:
            3.      SERVICES.
                    An individual Customer may order from SBCS the Services set forth below as soon as SBCS 
                    has the ability to provide such Services.  SBCS shall keep the parties reasonably advised as to 
                    the planned schedule dates(s), if any, of its ability to provide the below Services and any other 
                    additional or new products, services, features or function thereof not listed below.  The prices 
                    stated in Schedule A shall apply until such time the new pricing takes effect in accordance with 
                    Section 4, entitled “Prices” to include all rates for all products and Services available.  The 
                    Services available as of the Effective Date are set forth in Schedule A entitled “Products, 
                    Services and Rates,” the parties shall execute an Addendum to Schedule A as soon as additional 
                    or new products or Services are available.
        4.  On page 5, Section 3, Subsection (c) (2), is amended as follows:
                  (2)       Dedicated / Switched: Provides the ability to place calls from one dedicated access location to a 
                            switched access location. These requirements exist for VPN and 1+ services.
                            Customers’ Outbound Mass Calling Applications:
                            Customers understand and agree that certain outbound mass calling applications, including but 
                            not limited to those where customers use predictive dialer CPE to generate calls, can cause 
                            network outages or other service interruptions and is strictly forbidden without SBCS' prior 
                            written authorization.  Outbound Mass Calling Applications are defined as customer-originated 
                            mass calling events or applications where the ratio of Outbound Busy Hour MOUs (Minutes of 
                            Use) to Busy Hour Call Attempts on a per T1 basis is less than one (1). Based on data supplied 
                            by Customers to SBCS, SBCS shall evaluate the application and will provide separate approval 
                            prior to its use. If approved, should Customers’ use of their outbound mass calling applications 
                            change anytime during the term but prior to use, Customers must request that SBCS re-evaluate 
                            the intended use to determine if such use will be acceptable to SBCS, and if so, what additional 
                            terms and conditions shall apply.  SBCS shall not be liable to Customers for any service 
                            interruption caused by SBCS' reliance on inaccurate information provided by Customers.  SBCS 
                            reserves the right to terminate this Agreement immediately in the event that Customers fail to 
                            strictly comply with this provision and the applicable outbound mass calling application 
                            authorization set forth herein.
        5.    On page 7, the introductory paragraph of Section 4 of the Agreement is amended as follows:
            4.   PRICES.
                 The price for Services shall be invoiced, at the lower of Fully Distributed Cost (“FDC”), the quote, 
                 upon which the Services were ordered and provided to Customer by SBCS, or market price as 
                 described in:  (i) the Affiliate Transactions, Policies, Guidelines and Reporting Requirements, 
                 attached hereto as Exhibit 1, as amended from time to time, (ii) in accordance with the affiliate 
                 transaction rules adopted by the FCC presently in 47 C.F.R. § 32.27, as the same may be amended 
                                                     Proprietary Information
    The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                        except under written Agreement by the contracting Parties.
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