<SUBMISSION>
<ACCESSION-NUMBER>0000950123-06-015733
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20061229
<ITEMS>2.01
<ITEMS>2.03
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20061229
<DATE-OF-FILING-DATE-CHANGE>20061229
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AT&T INC.
<CIK>0000732717
<ASSIGNED-SIC>4813
<IRS-NUMBER>431301883
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1117
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-08610
<FILM-NUMBER>061306612
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>175 E HOUSTON
<STREET2>ROOM 9-Q-06
<CITY>SAN ANTONIO
<STATE>TX
<ZIP>78205
<PHONE>2108214105
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>175 E HOUSTON
<STREET2>ROOM 9-Q-06
<CITY>SAN ANTONIO
<STATE>TX
<ZIP>78205
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>SBC COMMUNICATIONS INC
<DATE-CHANGED>19950501
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>SOUTHWESTERN BELL CORP
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y28428e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) DECEMBER 29, 2006

                                    AT&T INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                    <C>                   <C>
          DELAWARE                        1-8610                  43-1301883
(State or other jurisdiction           (Commission              (IRS Employer
     of incorporation)                 File Number)          Identification No.)
</TABLE>

<TABLE>
<S>                                                                   <C>
   175 E. HOUSTON, SAN ANTONIO, TEXAS                                    78205
(Address of principal executive offices)                              (Zip Code)
</TABLE>

Registrant's telephone number, including area code (210) 821-4105

________________________________________________________________________________
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================

<PAGE>

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

     On December 29, 2006, the merger of ABC Consolidation Corp. ("Merger Sub"),
a wholly owned subsidiary of AT&T Inc. ("AT&T"), with and into BellSouth
Corporation ("BellSouth") (the "Merger") was consummated in accordance with the
Agreement and Plan of Merger, dated as of March 4, 2006, among BellSouth, AT&T
and Merger Sub (the "Merger Agreement"). Pursuant to the terms of the Merger
Agreement, each outstanding share of BellSouth common stock, par value $1.00 per
share ("BellSouth Common Shares"), was converted into and became exchangeable
for 1.325 shares of AT&T common stock, par value $1.00 per share ("AT&T Common
Stock"), and cash in lieu of any fractional shares. AT&T issued approximately
2.4 billion shares of AT&T Common Stock to former holders of BellSouth Common
Shares, giving them an approximate 38% stake in AT&T. Based on the closing price
of $35.75 per share of AT&T Common Stock on the New York Stock Exchange on
December 29, 2006, the last trading day before the closing of the Merger, the
aggregate value of the consideration paid to former holders of BellSouth Common
Shares in connection with the Merger was approximately $85.8 billion. Upon the
closing of the Merger, BellSouth became a wholly owned subsidiary of AT&T and
the BellSouth Common Shares, which traded under the symbol "BLS", have ceased
trading on, and are being delisted from, the New York Stock Exchange.

     The closing of the Merger followed the approval of the Federal
Communications Commission ("FCC") of the transfer of control to AT&T of licenses
and authorizations held directly and indirectly by BellSouth. In connection
with the FCC's approval, AT&T agreed to certain merger commitments in a letter
filed with the FCC on December 28, 2006, which is incorporated by the reference
herein and attached hereto as Exhibit 99.1.

     Prior to the Merger, AT&T owned a 60% interest in Cingular Wireless LLC
("Cingular Wireless") and shared control with BellSouth, which owned a 40%
interest in Cingular Wireless. AT&T became the sole owner of Cingular Wireless
as a result of the Merger, which also put sole control of Cingular Wireless in
AT&T.

     The foregoing description of the Merger contained in this Item 2.01 does
not purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which is incorporated by reference as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by reference.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

     On December 29, 2006, AT&T agreed to become a co-obligor on the $750
million principal amount 7.500% Senior Notes due May 1, 2007 and on the $2
billion principal amount 8.125% Senior Notes due May 1, 2012 originally issued
by AT&T Wireless Services, Inc. and on which Cingular Wireless is also a
co-obligor (the "Cingular Co-obligation").

     On December 29, 2006, AT&T also agreed to unconditionally and irrevocably
guarantee the payment of interest and principal for the $1.2 billion principal
amount of floating rate notes of BellSouth due August 15, 2008 (the "BellSouth
Guarantee"). AT&T has no current plans to materially change the corporate
structures of BellSouth and Cingular.

<PAGE>

     The foregoing description of the Cingular Co-obligation contained in this
Item 2.03 does not purport to be complete and is qualified in its entirety by
reference to the Cingular Co-obligation and the underlying indenture, which are
incorporated by reference as Exhibits 4.1 and 4.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.

     The foregoing description of the BellSouth Guarantee contained in this Item
2.03 does not purport to be complete and is qualified in its entirety by
reference to the BellSouth Guarantee, which is incorporated by reference as
Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by
reference.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

     On December 29, 2006, the Board of Directors of AT&T increased the size of
the board from 17 to 20 members and appointed Reuben V. Anderson, James H.
Blanchard and James P. Kelly, each of whom previously served as a Director of
BellSouth, as Directors of AT&T, effective as of December 29, 2006. The Board
took this action pursuant to the terms of the Merger Agreement, which requires
AT&T to appoint three members of the Board of Directors of BellSouth selected
by mutual agreement of AT&T and BellSouth, to the Board of Directors of AT&T.

     As of the time of the filing of this Report, Messrs. Anderson, Blanchard
and Kelly had not been appointed to any committees of the Board of Directors
of AT&T and AT&T had not determined to which committees, if any, Messrs.
Anderson, Blanchard and Kelly may be appointed. AT&T will provide this
information by filing an amendment to this Report within four business days
after the information is determined or becomes available.

     In addition, as of the time of the filing of this Report, AT&T had not yet
determined whether any of Messrs. Anderson, Blanchard and Kelly, or any member
of their respective immediate families, has or will have any material interest
in any transaction with the Company or any of its subsidiaries that would
require disclosure pursuant to Item 404(a) of Regulation S-K. AT&T has begun
procedures to determine this information, which AT&T will provide by filing an
amendment to this Report within four business days after any information
requiring disclosure under this Item is determined or becomes available.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

     The audited consolidated balance sheets of BellSouth Corporation as of
December 31, 2005 and December 31, 2004 and the consolidated statements of
income, consolidated statements of cash flows and consolidated statements of
shareholders' equity and comprehensive income of BellSouth Corporation for each
of the three years in the period ended December 31, 2005, and the notes related
thereto, are incorporated by reference to reference to AT&T Inc.'s Current
Report on Form 8-K filed May 11, 2006 and attached as Exhibit 99.2 hereto.

<PAGE>

     The Report of Independent Registered Public Accounting Firm, issued by
PricewaterhouseCoopers LLP (Atlanta, Georgia), dated February 27, 2006, relating
to the BellSouth financial statements, management's assessment of the
effectiveness of internal control over financial reporting and the effectiveness
of internal control over financial reporting, is hereby incorporated by
reference to Exhibit 99.2 of AT&T Inc.'s Current Report on Form 8-K filed May
11, 2006 and attached as Exhibit 99.3 hereto.

     The Report of Ernst & Young LLP, Independent Registered Public Accounting
Firm, dated February 24, 2006, with respect to the consolidated financial
statements of Cingular Wireless LLC, is hereby incorporated by reference to
Exhibit 99.2 of AT&T Inc.'s Current Report on Form 8-K filed May 11, 2006 and
attached as Exhibit 99.4 hereto.

     The unaudited consolidated balance sheets of BellSouth Corporation as of
September 30, 2006 and the consolidated statements of income, consolidated
statements of cash flows and consolidated statements of shareholders' equity and
comprehensive income of BellSouth Corporation for the period ended September 30,
2006, and the notes related thereto, are incorporated by reference to AT&T
Inc.'s Current Report on Form 8-K filed November 17, 2006 and attached as
Exhibit 99.5 hereto.

(b) Pro Forma Financial Information.

     AT&T intends to file pro forma financial information under cover of Form
8-K/A not later than 71 calendar days after the date that this Report is
required to be filed.

(d) Exhibits.

The following exhibits are being filed herewith:

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                 DESCRIPTION
-------   ----------------------------------------------------------------------
<S>       <C>
2.1       Agreement and Plan of Merger, dated as of March 4, 2006, among
          BellSouth Corporation, AT&T Inc., and ABC Consolidation Corp.
          (incorporated by reference to Exhibit 2.1 to AT&T Inc.'s Current
          Report on Form 8-K filed on March 6, 2006)

4.1       Third Supplemental Indenture by and among New Cingular Wireless
          Services, Inc. (f/k/a AT&T Wireless Services, Inc.), Cingular Wireless
          LLC, Cingular Wireless II, LLC (f/k/a Cingular Wireless II, Inc.),
          AT&T Inc, and U.S. Bank National Association, dated as of December 29,
          2006, to the Indenture between AT&T Wireless Services, Inc. and U.S.
          Bank National Association (as successor Trustee), dated as of April
          11, 2002.

4.2       Indenture between AT&T Wireless Services, Inc. and U.S. Bank National
          Association (as successor Trustee), dated as of April 11, 2002
          (incorporated
</TABLE>

<PAGE>

<TABLE>
<S>       <C>
          by reference to Exhibit 4.3 of New Cingular Wireless Services, Inc.'s
          (f/k/a AT&T Wireless Services, Inc.) Form 10-Q for the quarterly
          period ended March 31, 2002).

4.3       Guarantee of certain obligation of BellSouth Corporation

23.1      Consent of PricewaterhouseCoopers LLP (Atlanta, Georgia), Independent
          Registered Public Accounting Firm for BellSouth Corporation

23.2      Consent of Ernst & Young LLP (Atlanta, Georgia), Independent
          Registered Public Accounting Firm for Cingular Wireless LLC

23.3      Consent of PricewaterhouseCoopers LLP (Seattle, Washington),
          Independent Registered Public Accounting Firm for Omnipoint Facilities
          Network II, LLC

99.1      Letter from AT&T to the Federal Communications Commission, filed
          December 28, 2006 (FCC Docket No. 06-74)

99.2      The audited consolidated balance sheets of BellSouth Corporation as of
          December 31, 2005 and December 31, 2004 and the consolidated
          statements of income, consolidated statements of cash flows and
          consolidated statements of shareholders' equity and comprehensive
          income of BellSouth Corporation for each of the three years in the
          period ended December 31, 2005, and the notes related thereto
          (incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
          Report on Form 8-K filed May 11, 2006)

99.3      The Report of Independent Registered Public Accounting Firm, issued by
          PricewaterhouseCoopers LLP (Atlanta, Georgia), dated February 27,
          2006, relating to the BellSouth financial statements, management's
          assessment of the effectiveness of internal control over financial
          reporting and the effectiveness of internal control over financial
          reporting (incorporated by reference to Exhibit 99.2 of AT&T Inc.'s
          Current Report on Form 8-K filed May 11, 2006)

99.4      The Report of Ernst & Young LLP, Independent Registered Public
          Accounting Firm, dated February 24, 2006, with respect to the
          consolidated financial statements of Cingular Wireless LLC
          (incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
          Report on Form 8-K filed May 11, 2006)

99.5      The unaudited consolidated balance sheets of BellSouth Corporation as
          of September 30, 2006 and the consolidated statements of income,
          consolidated statements of cash flows and consolidated statements of
          shareholders' equity and comprehensive income of BellSouth Corporation
          for the period ended September 30, 2006, and the notes related thereto
          (incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
          Report on Form 8-K filed November 17, 2006)


</TABLE>

<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        AT&T INC.


                                        By: /s/ James S. Kahan
                                            ------------------------------------
                                        Name: James S. Kahan
                                        Title: Senior Executive Vice President--
                                               Corporate Development

Date: December 29, 2006

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                 DESCRIPTION
-------   ----------------------------------------------------------------------
<S>       <C>
2.1       Agreement and Plan of Merger, dated as of March 4, 2006, among
          BellSouth Corporation, AT&T Inc., and ABC Consolidation Corp.
          (incorporated by reference to Exhibit 2.1 to AT&T Inc.'s Current
          Report on Form 8-K filed on March 6, 2006)

4.1       Third Supplemental Indenture by and among New Cingular Wireless
          Services, Inc. (f/k/a AT&T Wireless Services, Inc.), Cingular Wireless
          LLC, Cingular Wireless II, LLC (f/k/a Cingular Wireless II, Inc.),
          AT&T Inc, and U.S. Bank National Association, dated as of December 29,
          2006,to the Indenture between AT&T Wireless Services, Inc. and U.S.
          Bank National Association (as successor Trustee), dated as of April
          11, 2002.

4.2       Indenture between AT&T Wireless Services, Inc. and U.S. Bank National
          Association (as successor Trustee), dated as of April 11, 2002
          (incorporated by reference to Exhibit 4.3 of New Cingular Wireless
          Services, Inc.'s (f/k/a AT&T Wireless Services, Inc.) Form 10-Q for
          the quarterly period ended March 31, 2002).

4.3       Guarantee of certain obligation of BellSouth Corporation

23.1      Consent of PricewaterhouseCoopers LLP (Atlanta, Georgia), Independent
          Registered Public Accounting Firm for BellSouth Corporation

23.2      Consent of Ernst & Young LLP (Atlanta, Georgia), Independent
          Registered Public Accounting Firm for Cingular Wireless LLC

23.3      Consent of PricewaterhouseCoopers LLP (Seattle, Washington),
          Independent Registered Public Accounting Firm for Omnipoint Facilities
          Network II, LLC

99.1      Letter from AT&T to the Federal Communications Commission, filed
          December 28, 2006 (FCC Docket No. 06-74)

99.2      The audited consolidated balance sheets of BellSouth Corporation as of
          December 31, 2005 and December 31, 2004 and the consolidated
          statements of income, consolidated statements of cash flows and
          consolidated statements of shareholders' equity and comprehensive
          income of BellSouth Corporation for each of the three years in the
          period ended December 31, 2005, and the notes related thereto
          (incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
          Report on Form 8-K filed May 11, 2006)

99.3      The Report of Independent Registered Public Accounting Firm, issued by
          PricewaterhouseCoopers LLP (Atlanta, Georgia), dated February 27,
          2006, relating to the BellSouth financial statements, management's
          assessment of the effectiveness of internal control over financial
          reporting and the
</TABLE>

<PAGE>

<TABLE>
<S>       <C>
          effectiveness of internal control over financial reporting
          (incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
          Report on Form 8-K filed May 11, 2006)

99.4      The Report of Ernst & Young LLP, Independent Registered Public
          Accounting Firm, dated February 24, 2006, with respect to the
          consolidated financial statements of Cingular Wireless LLC
          (incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
          Report on Form 8-K filed May 11, 2006)

99.5      The unaudited consolidated balance sheets of BellSouth Corporation as
          of September 30, 2006 and the consolidated statements of income,
          consolidated statements of cash flows and consolidated statements of
          shareholders' equity and comprehensive income of BellSouth Corporation
          for the period ended September 30, 2006, and the notes related thereto
          (incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
          Report on Form 8-K filed November 17, 2006)

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>y28428exv4w1.txt
<DESCRIPTION>THIRD SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.1

                      NEW CINGULAR WIRELESS SERVICES, INC.

                      (F/K/A AT&T Wireless Services, Inc.),

                             CINGULAR WIRELESS LLC,

                            CINGULAR WIRELESS II, LLC

                       (F/K/A Cingular Wireless II, Inc.),

                                    AT&T INC.

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION
                                     Trustee

                                   ----------

                          THIRD SUPPLEMENTAL INDENTURE

                          Dated as of December 29, 2006

            THIRD SUPPLEMENT TO INDENTURE DATED AS OF APRIL 11, 2002

<PAGE>

     THIRD SUPPLEMENTAL INDENTURE, dated as of December 29, 2006, by and among
New Cingular Wireless Services, Inc. (f/k/a AT&T Wireless Services, Inc.), a
Delaware corporation (the "Company"), Cingular Wireless LLC, a Delaware limited
liability company ("Cingular Wireless"), Cingular Wireless II, LLC (f/k/a
Cingular Wireless II, Inc., a Delaware limited liability company ("Cingular
Wireless II")), AT&T Inc., a Delaware corporation ("AT&T" and, together with
Cingular Wireless, and Cingular Wireless II, the "Co-Obligors"), and U.S. Bank
National Association, a national banking association, as Trustee (the
"Trustee").

                                    RECITALS

     WHEREAS, the Company and the Trustee have heretofore executed and delivered
a certain indenture, dated as of April 11, 2002 (as supplemented and amended,
the "Indenture"), pursuant to which the Company has issued its 6.875% Senior
Notes due April 18, 2005 (paid at maturity), its 7.500% Senior Notes due May 1,
2007 (the "2007 Notes") and its 8.125% Senior Notes due May 1, 2012 (the "2012
Notes"), and which provides for the issuance from time to time of its unsecured
debentures, notes and other evidences of indebtedness (together with the 2007
Notes and the 2012 Notes, the "Securities");

     WHEREAS, the Company and the Trustee have heretofore executed and delivered
a Supplemental Indenture, dated as of September 1, 2004 (the "First Supplemental
Indenture"), to the Indenture;

     WHEREAS, the Company, Cingular Wireless, Cingular Wireless II and the
Trustee have heretofore executed and delivered a Supplemental Indenture, dated
as of October 26, 2004 (the "Second Supplemental Indenture"), to the Indenture;

     WHEREAS, Section 8.1 of the Indenture permits entering into, at any time
and from time to time, without the consent of any Holders, one or more
indentures supplemental to the Indenture for the purposes of, among other
things, curing any ambiguity, defect or inconsistency contained in the
Indenture, and making other provisions with respect to matters or questions
arising under the Indenture, provided that such action shall not adversely
affect the interests of the Holders of Securities of any series in any material
respect;

     WHEREAS, AT&T has become the owner, directly or indirectly, of all the
issued and outstanding common stock of Cingular Wireless Corporation, the
manager of Cingular Wireless, and, directly or indirectly, all of the equity
interests in the Co-Obligors and wishes to become a "Co-Obligor" within the
meaning of Section 2.2(a) hereof;

     WHEREAS, this Third Supplemental Indenture is being effected pursuant to
Section 8.1 of the Indenture;

     WHEREAS, the Company has furnished the Trustee with (i) an Opinion of
Counsel to the Company stating that this Third Supplemental Indenture complies
with the applicable provisions of the Indenture, and (ii) an Officers'
Certificate stating that this Third Supplemental Indenture complies with the
applicable provisions of the Indenture; and

     WHEREAS, all things necessary to make this Third Supplemental Indenture a
valid, binding and legal agreement of the Company, the Co-Obligors, AT&T and the
Trustee and a valid amendment of and supplement to the Indenture have been done.

<PAGE>

     NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the premises, and for other good and valuable
consideration the receipt of which is hereby acknowledged, the Company, the
Co-Obligors and the Trustee hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

Section 1.1 Definitions.

     For all purposes of this Third Supplemental Indenture, except as otherwise
stated herein, capitalized terms used herein but not otherwise defined in this
Third Supplemental Indenture shall have the respective meanings assigned to them
in the Indenture. Each reference to "herein", "hereof" and "hereunder" and other
words of similar import contained in the Indenture shall, after this Third
Supplemental Indenture becomes effective, refer to the Indenture as supplemented
hereby.

                                   ARTICLE II
                                    AMENDMENT

Section 2.1 Amendment of Introductory Paragraph.

     The first paragraph of the Indenture immediately preceding the first
recital is hereby deleted and replaced in its entirety by the following:

"INDENTURE, dated as of April 11, 2002, among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless LLC, a Delaware limited
liability company ("Cingular Wireless"), Cingular Wireless II, Inc., a Delaware
corporation ("Cingular Wireless II"), AT&T Inc., a Delaware corporation ("AT&T",
which, together with Cingular Wireless and Cingular Wireless II, shall be
Co-Obligors under this Indenture) and U.S. Bank National Association, a national
banking association organized under the laws of the United States, as Trustee."

Section 2.2 Addition of Certain Definitions.

          The definition of "Co-Obligors" in Section 1.01 of the Indenture is
hereby deleted and replaced in its entirety by the following:

     "CO-OBLIGOR" means each of Cingular Wireless, Cingular Wireless II, AT&T,
any Person that shall have become the successor to Cingular Wireless, Cingular
Wireless II or AT&T pursuant to the applicable provisions of this Indenture, and
any other Corporation that shall have fully, unconditionally and irrevocably
assumed and agreed to perform and discharge, or guaranteed the performance and
discharge of, jointly and severally with the Company and any other Co-Obligor of
the Securities, the obligation to pay the principal of, and interest and
Additional Amounts, if any, on, the Securities on the dates and in the manner
provided herein and in the Securities."

<PAGE>

Section 2.3 Amendment of Section 9.7 of the Indenture.

          All references to "the Company" contained in Section 9.7 of the
Indenture shall be understood to refer to, and at all times since the execution
of the Second Supplemental Indenture to have referred to, any Co-Obligor.

                                   ARTICLE III
                                  MISCELLANEOUS

Section 3.1 Effectiveness.

     The amendments to the Indenture set forth in Article II of this Third
Supplemental Indenture shall only become effective upon the execution of this
Third Supplemental Indenture in accordance with the requirements of the
Indenture.

Section 3.2 Confirmation of Indenture.

     As amended and modified by this Third Supplemental Indenture, the Indenture
is in all respects ratified and confirmed and the Indenture and this Third
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.

Section 3.3 Governing Law.

     This Third Supplemental Indenture shall be governed by and construed in
accordance with the law of the State of New York without regard to conflicts of
law principles thereof.

Section 3.4 Counterparts.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

Section 3.5 Successors and Assigns.

     All covenants and agreements in this Third Supplemental Indenture by the
Company and the Co-Obligors shall bind their respective successors and assigns,
whether so expressed or not.

Section 3.6 Conflicts.

     In the event of a conflict between the terms and conditions of the
Indenture and the terms and conditions of this Third Supplemental Indenture, the
terms and conditions of this Third Supplemental Indenture shall prevail.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed all as of the day and year first above written.

NEW CINGULAR WIRELESS SERVICES, INC.
(F/K/A AT&T Wireless Services, Inc.)


By /s/ Sean Foley
   ----------------------------------
Name: Sean Foley
Title: Vice President - Treasurer


CINGULAR WIRELESS LLC

By: CINGULAR WIRELESS CORPORATION,
    as Manager


By /s/ Sean Foley
   ----------------------------------
Name: Sean Foley
Title: Vice President - Treasury and
       Corporate Development


CINGULAR WIRELESS II, LLC
(F/K/A Cingular Wireless II, Inc.)

By: CINGULAR WIRELESS CORPORATION,
    as Manager


By: /s/ Sean Foley
    ---------------------------------
Name: Sean Foley
Title: Vice President - Treasury and
       Corporate Development


AT&T Inc.


By /s/ Charles P. Allen
   ----------------------------------
Name: Charles P. Allen
Title: Managing Director - Assistant
       Treasurer


U.S. BANK, National Association
as Trustee


By /s/ Raymond S. Haverstock
   ----------------------------------
Name: Raymond S. Haverstock
Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>y28428exv4w3.txt
<DESCRIPTION>GUARANTEE OF CERTAIN OBLIGATION OF BELLSOUTH CORP
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.3

                              GUARANTEE UNDERTAKING
                                       OF
                             THE ASSISTANT TREASURER
                                       OF
                                    AT&T INC.

          I, Charles P. Allen, the Assistant Treasurer of AT&T Inc. (the
"Corporation"), pursuant to the authority granted to me in the Schedule of
Authorizations of the Corporation, dated as of November 18, 2005, hereby
undertake on behalf of the Corporation for the benefit of the respective holders
of the Subject Debt Security (as defined below), as follows:

     (1) The Corporation hereby unconditionally and irrevocably guarantees the
     punctual and full payment of all amounts payable by BellSouth Corp. under
     the outstanding Subject Debt Security as and when the same shall become due
     and payable (whether at stated maturity, by declaration of acceleration,
     call for redemption, repayment at the option of the holder or otherwise, in
     accordance with the terms of the Subject Debt Security and of the indenture
     under which such security was issued) (the "Guarantee").

     (2) The Guarantee with respect to the outstanding Subject Debt Security
     will continuously remain in effect until the entire principal of (and
     premium, if any) and interest, if any, on such Subject Debt Security shall
     have been paid in full.

     (3) The Guarantee will constitute the direct, absolute and unconditional,
     unsubordinated and unsecured obligation of the Corporation ranking pari
     passu with all of its unsecured and unsubordinated obligations.

     (4) The holders of the Subject Debt Security are entitled to enforce their
     rights under the indenture relating to such security directly against the
     Corporation, without first instituting a proceeding against the issuer of
     such security or any other person or entity, upon any event of default in
     payment of principal, or premium, if any, or interest, if any, on such
     security (whether at stated maturity, by declaration of acceleration, call
     for redemption, repayment at the option of the holder or otherwise).

     (5) This Guarantee undertaking is enforceable to the fullest extent
     permitted by law.

     (6) For the purposes of this Guarantee undertaking, the term "Subject Debt
     Security" shall mean the following:

<PAGE>

     BellSouth Corp.'s Two Year Floating Rate Notes due August 15, 2008 ($1.2
     billion principal amount).

     (7) The Guarantee is effective on the date hereof.

          IN WITNESS WHEREOF, I have executed this Guarantee undertaking.

Dated: December 29, 2006


                                        /s/ Charles P. Allen
                                        ----------------------------------------
                                        Name: Charles P. Allen
                                        Title: Managing Director - Assistant
                                               Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>y28428exv23w1.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration
Statements filed by AT&T Inc. on Form S-8 for the AT&T Savings Plan and certain
other plans (No. 333-111026), Form S-8 for the Stock Savings Plan (No.
333-34062), Form S-8 for the 1992 Stock Option Plan (No. 33-49855), Form S-8 for
the 1995 Management Stock Option Plan (No. 333-95887), Form S-8 for the 1996
Stock and Incentive Plan and the 2001 Incentive Plan (Nos. 333-30669 (1996 Plan
only) and 333-54398), Form S-8 for the AT&T Stock Purchase and Deferral Plan and
Cash Deferral Plan (No. 33-120894), Form S-8 for the AT&T PAYSOP, Pacific
Telesis Group Employee Stock Ownership Plan and Tax Reduction Act Stock
Ownership Plan (No. 333-99359), Form S-8 for the AT&T Corp. Long Term Savings
Plan for Management Employees and certain other plans (No. 333-129814), Form S-3
of AT&T Inc. and the related Prospectuses (No. 333-118476), Form S-8 for the
2006 Incentive Plan (No. 333-135517) and Form S-8 for the BellSouth Corporation
Stock and Incentive Compensation Plan, BellSouth Corporation Stock Plan,
BellSouth Retirement Savings Plan and the BellSouth Savings and Security Plan
filed on December 29, 2006 of our report dated February 27, 2006 relating to the
consolidated financial statements, management's assessment of the effectiveness
of internal control over financial reporting and the effectiveness of internal
control over financial reporting of BellSouth Corporation for the year ended
December 31, 2005, which appears in the Current Report on Form 8-K of AT&T Inc.
dated December 29, 2006.


/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
December 28, 2006

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>y28428exv23w2.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.2

            Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements of
AT&T Inc. listed below:

(1)  Registration Statement (Form S-8 No. 333-111026) pertaining to the AT&T
     Savings Plan and other certain plans,

(2)  Registration Statement (Form S-8 No. 333-34062) pertaining to the Stock
     Savings Plan,

(3)  Registration Statement (Form S-8 No. 33-49855) pertaining to the 1992 Stock
     Option Plan,

(4)  Registration Statement (Form S-8 No. 333-95887) pertaining to the 1995
     Management Stock Option Plan,

(5)  Registration Statements (Form S-8 No. 333-30669 (1996 Plan only) and
     333-54398) pertaining to the 1996 Stock and Incentive Plan and the 2001
     Incentive Plan,

(6)  Registration Statement (Form S-8 No. 33-120894) pertaining to the AT&T
     Stock Purchase and Deferral Plan and Cash Deferral Plan,

(7)  Registration Statement (Form S-8 No. 333-99359) pertaining to the AT&T
     PAYSOP, Pacific Telesis Group Employee Stock Ownership Plan, and Tax
     Reduction Act Stock Ownership Plan,

(8)  Registration Statement (Form S-8 No. 333-129814) pertaining to the AT&T
     Corp. Long Term Savings Plan for Management Employees and other certain
     plans,

(9)  Registration Statement (Form S-3 No. 333-118476) of AT&T and the related
     Prospectuses,

(10) Registration Statement (Form S-8 No. 333-135517) pertaining to the 2006
     Incentive Plan, and

(11) Registration Statement (Form S-8, filed December 29, 2006) pertaining to
     the BellSouth Corporation Stock and Incentive Compensation Plan, BellSouth
     Corporation Stock Plan, BellSouth Retirement Savings Plan, BellSouth
     Savings and Security Plan.

of our report dated February 24, 2006, with respect to the consolidated
financial statements of Cingular Wireless LLC, included in BellSouth
Corporation's Annual Report (Form 10-K) for the year ended December 31, 2005,
incorporated herein by reference to AT&T Inc.'s Current Report on Form 8-K filed
May 11, 2006.


                                        /s/ Ernst & Young LLP

Atlanta, Georgia
December 28, 2006

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>y28428exv23w3.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.3

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration
Statements filed by AT&T Inc. on Form S-8 for the AT&T Savings Plan and certain
other plans (No. 333-111026), Form S-8 for the Stock Savings Plan (No.
333-34062), Form S-8 for the 1992 Stock Option Plan (No. 33-49855), Form S-8 for
the 1995 Management Stock Option Plan (No. 333-95887), Form S-8 for the 1996
Stock and Incentive Plan and the 2001 Incentive Plan (Nos. 333-30669 (1996 Plan
only) and 333-54398), Form S-8 for the AT&T Stock Purchase and Deferral Plan and
Cash Deferral Plan (No. 33-120894), Form S-8 for the AT&T PAYSOP, Pacific
Telesis Group Employee Stock Ownership Plan and Tax Reduction Act Stock
Ownership Plan (No. 333-99359), Form S-8 for the AT&T Corp. Long Term Savings
Plan for Management Employees and certain other plans (No. 333-129814), Form S-3
of AT&T Inc. and the related Prospectuses (No. 333-118476), Form S-8 for the
2006 Incentive Plan (No. 333-135517) and Form S-8 for the BellSouth Corporation
Stock and Incentive Compensation Plan, BellSouth Corporation Stock Plan,
BellSouth Retirement Savings Plan and the BellSouth Savings and Security Plan
filed on December 29, 2006 of our report dated March 3, 2005, relating to the
financial statements of Omnipoint Facilities Network II, LLC, which appears in
the Form 10-K of Cingular Wireless LLC for the year ended December 31, 2005. Our
report is referenced in the report on the consolidated financial statements of
Cingular Wireless LLC which is referenced in the report on the consolidated
financial statements of BellSouth Corporation which is included in the Annual
Report (Form 10-K) of BellSouth Corporation for the year ended December 31, 2005
which appears in the Current Report on Form 8-K of AT&T Inc. dated December 29,
2006.


/s/ PricewaterhouseCoopers LLP
Seattle, Washington
December 28, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>7
<FILENAME>y28428exv99w1.txt
<DESCRIPTION>LETTER TO THE FEDERAL COMMUNICATIONS COMMISSION
<TEXT>
<PAGE>
                                                                    Exhibit 99.1


[AT&T LOGO]      Robert W. Quinn, Jr.      AT&T Services, Inc.  T:202.457.3851
                 Senior Vice President     1120 20th Street, NW  F:832.213.0243
                 Federal Regulatory        Suite 1000
                                           Washington, DC 20036




December 28,2006

VIA ELECTRONIC SUBMISSION

Ms. Marlene H. Dortch
Secretary
Federal Communications Commission
445 12th St., SW, Room TWB-204
Washington, DC 20554

Re:  Notice of Ex Parte Communication
In the Matter of Review of AT&T Inc. and BellSouth Corp. Application
For Consent to Transfer of Control, WC Docket No.06-74

Dear Ms. Dortch:

      On October 13,2006, AT&T submitted a list of possible merger commitments,
which, we indicated, we could accept in the interest of obtaining expeditious
approval of the AT&T/BellSouth merger. We emphasized our belief that these
commitments were wholly unnecessary in light of the demonstrated substantial
public interest benefits of the merger and the lack of any cognizable harm to
competition. We noted that this belief was shared by the Department of Justice,
nineteen states, and three foreign countries, all of which subjected the merger
to exacting scrutiny and found no anticompetitive effects. And, we noted, this
merger involves even less competitive overlap than did the AT&T/SBC and
Verizon/MCI mergers, both of which the Commission unanimously approved just last
year with fewer, less extensive commitments than we offered in our October 13
letter.

      Nevertheless, merger opponents continue to demand even more concessions,
including those they were unable to obtain from Congress, or that are being
considered in pending, industry-wide rulemaking proceedings. In the face of
these continuing demands, the merger has yet to be approved. Accordingly, in
order to break the impasse, and in the interest of facilitating the speediest
possible approval of the merger by the Commission, Applicants agree to the
attached merger commitments, which are significantly more extensive than those
submitted on October 13. Applicants reserve the right to withdraw these
commitments upon written notice to the Commission if the Commission has not
approved the merger at the time of such notice. One electronic copy of this
Notice is being submitted to the Secretary of the FCC in accordance with the
Commission's rules.

                                   Sincerely,

                                   /s/ Robert W. Quinn, Jr.
<PAGE>

                               MERGER COMMITMENTS

For the avoidance of doubt, unless otherwise expressly stated to the contrary,
all conditions and commitments proposed in this letter are enforceable by the
FCC and would apply in the AT&T/BellSouth in-region territory, as defined
herein, for a period of forty-two months from the Merger Closing Date and would
automatically sunset thereafter.

  REPATRIATION OF JOBS TO THE U.S.

AT&T/BellSouth(1) is committed to providing high quality employment
opportunities in the U.S. In order to further this commitment,
AT&T/BellSouth will repatriate 3,000 jobs that are currently outsourced by
BellSouth outside of the U.S. This repatriation will be completed by December
31, 2008. At least 200 of the repatriated jobs will be physically located within
the New Orleans, Louisiana MSA.

 PROMOTING ACCESSIBILITY OF BROADBAND SERVICE

1. By December 31,2007, AT&T/BellSouth will offer broadband Internet access
service (i.e.,Internet access service at speeds in excess of 200 kbps in at
least one direction) to 100 percent of the residential living units in the
AT&T/BellSouth in-region territory.(2) To meet this commitment, AT&T/BellSouth
will offer broadband Internet access services to at least 85 percent of such
living units using wireline technologies (the "Wireline Buildout Area").
AT&T/BellSouth will make available broadband Internet access service to the
remaining living units using alternative technologies and operating
arrangements, including but not limited to satellite and Wi-Max fixed wireless
technologies. AT&T/BellSouth further commits that at least 30 percent of the
incremental deployment after the Merger Closing Date necessary to achieve the
Wireline Buildout Area commitment will be to rural areas or low income living
units.(3)

 2. AT&T/BellSouth will provide an ADSL modem without charge (except for
shipping and handling) to residential subscribers within the Wireline Buildout
Area who, between July 1, 2007, and June 30,2008, replace their AT&T/BellSouth
dial-up Internet access service with

-----------------------------
(1) AT&T/BellSouth refers to AT&T Inc., BellSouth Corporation, and their
affiliates that provide domestic wireline or Wi-Max fixed wireless services.

(2) As used herein, the "AT&T/BellSouth in-region territory" means the areas in
which an AT&T or BellSouth operating company is the incumbent local exchange
carrier, as defined in 47 U.S.C. Section 251(h)(l)(A) and (B)(i). "AT&T
in-region territory" means the area in which an AT&T operating company is the
incumbent local exchange carrier, as defined in 47 U.S.C. Section 25l(h)(l)(A)
and (B)(i), and "BellSouth in-region territory" means the area in which a
BellSouth operating company is the incumbent local exchange carrier, as defined
in 47 U.S.C. Section 25l(h)(l)(A) and (B)(i).

(3) For purposes of this commitment, a low income living unit shall mean a
living unit in AT&T/BellSouth's in-region territory with an average annual
income of less than $35,000, determined consistent with Census Bureau data, see
California Public Utilities Code section 5890(j)(2) (as added by AB 2987)
(defining low income households as those with annual incomes below $35,000), and
a rural area shall consist of the zones in AT&T/BellSouth's in-region territory
with the highest deaveraged UNE loop rates as established by the state
commission consistent with the procedures set forth in section 51.507 of the
Commission's rules. 47 C.F.R. Section 51.507.


<PAGE>


AT&T/BellSouth's ADSL service and elect a term plan for their ADSL service of
twelve months or greater.

3. Within six months of the Merger Closing Date, and continuing for at least 30
months from the inception of the offer, AT&T/BellSouth will offer to retail
consumers in the Wireline Buildout Area, who have not previously subscribed to
AT&T's or BellSouth's ADSL service, a broadband Internet access service at a
speed of up to 768 Kbps at a monthly rate (exclusive of any applicable taxes and
regulatory fees) of $10 per month.

STATEMENT OF VIDEO ROLL-OUT INTENTIONS

AT&T is committed to providing, and has expended substantial resources to
provide, a broad array of advanced video programming services in the AT&T
in-region territory. These advanced video services include Uverse, on an
integrated IP platform, and HomeZone, which integrates advanced broadband and
satellite services. Subject to obtaining all necessary authorizations to do so,
AT&T/BellSouth intends to bring such services to the BellSouth in-region
territory in a manner reasonably consistent with AT&T's roll-out of such
services within the AT&T in-region territory. In order to facilitate the
provision of such advanced video services in the BellSouth in-region territory,
AT&T/BellSouth will continue to deploy fiber-based facilities and intends to
have the capability to reach at least 1.5 million homes in the BellSouth
in-region territory by the end of 2007. AT&T/BellSouth agrees to provide a
written report to the Commission by December 31,2007, describing progress made
in obtaining necessary authorizations to roll-out, and the actual roll-out of,
such advanced video services in the BellSouth in-region territory.

PUBLIC SAFETY, DISASTER RECOVERY

1. By June 1,2007, AT&T will complete the steps necessary to allow it to make
its disaster recovery capabilities available to facilitate restoration of
service in BellSouth's in-region territory in the event of an extended service
outage caused by a hurricane or other disaster.

2. In order to further promote public safety, within thirty days of the Merger
Closing Date, AT&T/BellSouth will donate $1 million to a section 501(c)(3)
foundation or public entities for the purpose of promoting public safety.

SERVICE TO CUSTOMERS WITH DISABILITIES

AT&T/BellSouth has a long and distinguished history of serving customers with
disabilities. AT&T/BellSouth commits to provide the Commission, within 12 months
of the Merger Closing Date, a report describing its efforts to provide high
quality service to customers with disabilities.

UNEs

1. The AT&T and BellSouth ILECs shall continue to offer and shall not seek any
increase in state-approved rates for UNEs or collocation that are in effect as
of the Merger Closing Date. For purposes of this commitment, an increase
includes an increased existing surcharge or a new surcharge unless such new or
increased surcharge is authorized by the applicable interconnection agreement or
tariff, and by the relevant state commission. This commitment shall not limit
the



                                                                               2
<PAGE>



ability of the AT&T and BellSouth ILECs and any other telecommunications
carrier to agree voluntarily to any different UNE or collocation rates.

2. AT&T/BellSouth shall recalculate its wire center calculations for the number
of business lines and fiber-based collocations and, for those that no longer
meet the non-impairment thresholds established in 47 CFR Sections 51.319(a) and
(e), provide appropriate loop and transport access. In identifying wire centers
in which there is no impairment pursuant to 47 CFR Sections 51.319(a) and (e),
the merged entity shall exclude the following: (i) fiber-based collocation
arrangements established by AT&T or its affiliates; (ii) entities that do not
operate (i.e., own or manage the optronics on the fiber) their own fiber into
and out of their own collocation arrangement but merely cross-connect to fiber-
based collocation arrangements; and (iii) special access lines obtained by AT&T
from BellSouth as of the day before the Merger Closing Date.

3. AT&T/BellSouth shall cease all ongoing or threatened audits of compliance
with the Commission's EELs eligibility criteria (as set forth in the
Supplemental Order Clarification's significant local use requirement and
related safe harbors, and the Triennial Review Order's high capacity EEL
eligibility criteria), and shall not initiate any new EELs audits.

 REDUCING TRANSACTION COSTS ASSOCIATED WITH INTERCONNECTION AGREEMENTS

1. The AT&T/BellSouth ILECs shall make available to any requesting
telecommunications carrier any entire effective interconnection agreement,
whether negotiated or arbitrated, that an AT&T/BellSouth ILEC entered into in
any state in the AT&T/BellSouth 22-state ILEC operating territory, subject to
state-specific pricing and performance plans and technical feasibility, and
provided, further, that an AT&T/BellSouth ILEC shall not be obligated to provide
pursuant to this commitment 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.

2. The AT&T/BellSouth ILECs shall not refuse a request by a telecommunications
carrier to opt into an agreement on the ground that the agreement has not been
amended to reflect changes of law, provided the requesting telecommunications
carrier agrees to negotiate in good faith an amendment regarding such change of
law immediately after it has opted into the agreement.

3. The AT&T/BellSouth ILECs shall allow a requesting telecommunications carrier
to use its pre-existing interconnection agreement as the starting point for
negotiating a new agreement.

4. The AT&T/BellSouth ILECs shall permit a requesting telecommunications carrier
to extend its current interconnection agreement, regardless of whether its
initial term has expired, for a period of up to three years, subject to
amendment to reflect prior and future changes of law. During this period, the
interconnection agreement may be terminated only via the carrier's request
unless terminated pursuant to the agreement's "default" provisions.

SPECIAL ACCESS

Each of the following special access commitments shall remain in effect until 48
months from the Merger Closing Date.



                                                                               3
<PAGE>


1. AT&T/BellSouth affiliates that meet the definition of a Bell operating
company in section 3(4)(A) of the Act ("AT&T/BellSouth BOCs")(4) will implement,
in the AT&T and BellSouth Service Areas, (5) the Service Quality Measurement
Plan for Interstate Special Access Services ("the Plan"), similar to that set
forth in the SBC/AT&T Merger Conditions, as described herein and in Attachment
A. The AT&T/BellSouth BOCs shall provide the Commission with performance
measurement results on a quarterly basis, which shall consist of data collected
according to the performance measurements listed therein. Such reports shall be
provided in an Excel spreadsheet format and shall be designed to demonstrate the
AT&T/BellSouth BOCs' monthly performance in delivering interstate special access
services within each of the states in the AT&T and BellSouth Service Areas.
These data shall be reported on an aggregated basis for interstate special
access services delivered to (i) AT&T and BellSouth section 272(a) affiliates,
(ii) their BOC and other affiliates, and (iii) non-affiliates.(6) The
AT&T/BellSouth BOCs shall provide performance measurement results (broken down
on a monthly basis) for each quarter to the Commission by the 45th day after the
end of the quarter. The AT&T/BellSouth BOCs shall implement the Plan for the
first full quarter following the Merger Closing Date. This commitment shall
terminate on the earlier of (i) 48 months and 45 days after the beginning of the
first full quarter following the Merger Closing Date (that is, when
AT&T/BellSouth files its 16th quarterly report); or (ii) the effective date of a
Commission order adopting performance measurement requirements for interstate
special access services.

2. AT&T/BellSouth shall not increase the rates paid by existing customers (as of
the Merger Closing Date) of DS1 and DS3 local private line services that it
provides in the AT&T/BellSouth in-region territory pursuant to, or referenced
in, TCG FCC Tariff No. 2 above their level as of the Merger Closing Date.

3. AT&T/BellSouth will not provide special access offerings to its wireline
affiliates that are not available to other similarly situated special access
customers on the same terms and conditions.

4. To ensure that AT&T/BellSouth may not provide special access offerings to its
affiliates that are not available to other special access customers, before
AT&T/BellSouth provides a new or modified contract tariffed service under
section 69.727(a) of the Commission's rules to its own section 272(a)
affiliate(s), it will certify to the Commission that it provides service
pursuant to that contract tariff to an unaffiliated customer other than Verizon
Communications Inc., or its wireline affiliates. AT&T/BellSouth also will not
unreasonably discriminate in favor of its affiliates in establishing the terms
and conditions for grooming special access facilities.(7)

-----------------------------
(4) For purposes of these commitments, AT&T Advanced Solutions, Inc. and the
Ameritech Advanced Data Services Companies, doing business collectively as
"ASI," shall not be considered a BOC.

(5) For purposes of this commitment, "AT&T and BellSouth Service Areas" means
the areas within AT&T/BellSouth's in-region territory in which the AT&T and
BellSouth ILECs are Bell operating companies as defined in 47 U.S.C. Section
153(4)(A).

(6) BOC data shall not include retail data.

(7) Neither this merger commitment nor any other merger commitment herein shall
be construed to require AT&T/BellSouth to provide any service through a separate
affiliate if AT&T/BellSouth is not otherwise required by law to establish or
maintain such separate affiliate.



                                                                               4
<PAGE>


5. No AT&T/BellSouth ILEC may increase the rates in its interstate tariffs,
including contract tariffs, for special access services that it provides in the
AT&T/BellSouth in-region territory, as set forth in tariffs on file at the
Commission on the Merger Closing Date, and as set forth in tariffs amended
subsequently in order to comply with the provisions of these commitments.

6. In areas within the AT&T/BellSouth in-region territory where an
AT&T/BellSouth ILEC has obtained Phase II pricing flexibility for price cap
services ("Phase II areas"), such ILEC will offer DS1 and DS3 channel
termination services, DS1 and DS3 mileage services, and Ethernet services,(8)
that currently are offered pursuant to the Phase II Pricing Flexibility
Provisions of its special access tariffs,(9) at rates that are no higher than,
and on the same terms and conditions as, its tariffed rates, terms, and
conditions as of the Merger Closing Date for such services in areas within its
in-region territory where it has not obtained Phase II pricing flexibility. In
Phase II areas, AT&T/BellSouth also will reduce by 15% the rates in its
interstate tariffs as of the Merger Closing Date for Ethernet services that are
not at that time subject to price cap regulation. The foregoing commitments
shall not apply to DS1, DS3, or Ethernet services provided by an AT&T/BellSouth
ILEC to any other price cap ILEC, including any affiliate of such other price
cap ILEC,(10) unless such other price cap ILEC offers DSl and DS3 channel
termination and mileage services, and price cap Ethernet services in all areas
in which it has obtained Phase II pricing flexibility relief for such services
(hereinafter "Reciprocal Price Cap Services") at rates, and on the terms and
conditions, applicable to such services in areas in which it has not obtained
Phase II pricing flexibility for such services, nor shall AT&T/BellSouth provide
the aforementioned 15% discount to such price cap ILEC or affiliate thereof
unless such ILEC makes generally available a reciprocal discount for any
Ethernet service it offers outside of price cap regulation (hereinafter
"Reciprocal Non-Price Cap Services"). Within 14 days of the Merger Closing Date,
AT&T/BellSouth will provide notice of this commitment to each price cap ILEC
that purchases, or that has an affiliate that purchases, services subject to
this commitment from an AT&T/BellSouth ILEC. If within 30 days thereafter, such
price cap ILEC does not: (i) affirmatively inform AT&T/BellSouth and the
Commission of its intent to sell Reciprocal Price Cap Services in areas where it
has received Phase II pricing flexibility for such services at the rates, terms,
and conditions that apply in areas where it has not received such flexibility,
and to provide a 15% discount on Reciprocal Non-Price Cap Services; and (ii)
file tariff revisions that would implement such changes within 90 days of the
Merger Closing Date (a "Non-Reciprocating Carrier"), the AT&T/BellSouth ILECs
shall be deemed by the FCC to have

-----------------------------
(8) The Ethernet services subject to this commitment are AT&T's interstate
OPT-E-MAN, GigaMAN and DecaMAN services and BellSouth's interstate Metro
Ethernet Service.

(9) The Phase II Pricing Flexibility Provisions for DS1 and DS3 services are
those set forth in Ameritech Tariff FCC No. 2, Section 21; Pacific Bell Tariff
FCC No. 1, Section 31; Nevada Bell Tariff FCC No. 1, Section 22; Southwestern
Bell Telephone Company Tariff FCC No. 73, Section 39; Southern New England
Telephone Tariff FCC No. 39, Section 24; and BellSouth Telecommunications Tariff
FCC No. 1, Section 23.

(10) For purposes of this commitment, the term "price cap ILEC" refers to an
incumbent local exchange carrier that is subject to price cap regulation and all
of its affiliates that are subject to price cap regulation. The term "affiliate"
means an affiliate as defined in 47 U.S.C. Section 153(1) and is not limited to
affiliates that are subject to price cap regulation.



                                                                               5
<PAGE>

substantial cause to make any necessary revisions to the tariffs under which
they provide the services subject to this commitment to such Non-Reciprocating
Carrier, including any affiliates, to prevent or offset any change in the
effective rate charged such entities for such services. The AT&T/BellSouth ILECs
will file all tariff revisions necessary to effectuate this commitment,
including any provisions addressing Non-Reciprocating Carriers and their
affiliates, within 90 days from the Merger Closing Date.

7. AT&T/BellSouth will not oppose any request by a purchaser of interstate
special access services for mediation by Commission staff of disputes relating
to AT&T/BellSouth's compliance with the rates, terms, and conditions set forth
in its interstate special access tariffs and pricing flexibility contracts or to
the lawfulness of the rates, terms, and conditions in such tariffs and
contracts, nor shall AT&T/BellSouth oppose any request that such disputes be
accepted by the Commission onto the Accelerated Docket.

8. The AT&T/BellSouth ILECs will not include in any pricing flexibility contract
or tariff filed with the Commission after the Merger Closing Date access service
ratio terms which limit the extent to which customers may obtain transmission
services as UNEs, rather than special access services.

9. Within 60 days after the Merger Closing Date, the AT&T/BellSouth ILECs will
file one or more interstate tariffs that make available to customers of DS1,
DS3, and Ethernet service reasonable volume and term discounts without minimum
annual revenue commitments (MARCs) or growth discounts. To the extent an
AT&T/BellSouth ILEC files an interstate tariff for DS1, DS3, or Ethernet
services with a varying MARC, it will at the same time file an interstate tariff
for such services with a fixed MARC. For purposes of these commitments, a MARC
is a requirement that the customer maintain a minimum specified level of
spending for specified services per year.

10. If, during the course of any negotiation for an interstate pricing
flexibility contract, AT&T/BellSouth offers a proposal that includes a MARC,
AT&T/BellSouth will offer an alternative proposal that gives the customer the
option of obtaining a volume and/or term discount(s) without a MARC. If, during
the course of any negotiation for an interstate pricing flexibility contract,
AT&T/BellSouth offers a proposal that includes a MARC that varies over the life
of the contract, AT&T/BellSouth will offer an alternative proposal that includes
a fixed MARC.

11. Within 14 days of the Merger Closing Date, the AT&T/BellSouth ILECs will
give notice to customers of AT&T/BellSouth with interstate pricing flexibility
contracts that provide for a MARC that varies over the life of the contract
that, within 45 days of such notice, customers may elect to freeze, for the
remaining term of such pricing flexibility contract, the MARC in effect as of
the Merger Closing Date, provided that the customer also freezes, for the
remaining term of such pricing flexibility contract, the contract discount rate
(or specified rate if the contract sets forth specific rates rather than
discounts off of referenced tariffed rates) in effect as of the Merger Closing
Date.


                                                                               6

<PAGE>

TRANSIT SERVICE

The AT&T and BellSouth ILECs will not increase the rates paid by existing
customers for their existing tandem transit service arrangements that the AT&T
and BellSouth ILECs provide in the AT&T/BellSouth in-region territory.(11)

ADSL Service(12)

1. Within twelve months of the Merger Closing Date, AT&T/BellSouth will deploy
and offer within the BellSouth in-region territory ADSL service to ADSL-capable
customers without requiring such customers to also purchase circuit switched
voice grade telephone service. AT&T/BellSouth will continue to offer this
service in each state for thirty months after the "Implementation Date" in that
state. For purposes of this commitment, the "Implementation Date" for a state
shall be the date on which AT&T/BellSouth can offer this service to eighty
percent of the ADSL-capable premises in BellSouth's in-region territory in that
state.(13) Within twenty days after meeting the Implementation Date in a state,
AT&T/BellSouth will file a letter with the Commission certifying to that effect.
In all events, this commitment will terminate no later than forty-two months
after the Merger Closing Date.

2. AT&T/BellSouth will extend until thirty months after the Merger Closing Date
the availability within AT&T's in-region territory of ADSL service, as described
in the ADSL Service Merger Condition, set forth in Appendix F of the SBC/AT&T
MERGER ORDER (FCC 05-183).

3. Within twelve months of the Merger Closing Date, AT&T/BellSouth will make
available in its in-region territory an ADSL service capable of speeds up to 768
Kbps to ADSL-capable customers without requiring such customers to also purchase
circuit switched voice grade telephone service ("Stand Alone 768 Kbps service").
AT&T/BellSouth will continue to offer the 768 Kbps service in a state for thirty
months after the "Stand Alone 768 Kbps Implementation Date" for that state. For
purposes of this commitment, the "Stand Alone 768 Kbps Implementation Date" for
a state shall be the date on which AT&T/BellSouth can offer the Stand Alone 768
Kbps service to eighty percent of the ADSL-capable premises in AT&T/BellSouth's
in-region territory in that state. The Stand Alone 768 Kbps service will be
offered at a rate of not more than $19.95 per month (exclusive of regulatory
fees and taxes). AT&T/BellSouth may


----------

(11) Tandem transit service means tandem-switched transport service provided to
an originating carrier in order to indirectly send intraLATA traffic subject to
(Section) 25l(b)(5) of the Communications Act of 1934, as amended, to a
terminating carrier, and includes tandem switching functionality and tandem
switched transport functionality between an AT&T/BellSouth tandem switch
location and the terminating carrier.

(12) The commitments set forth under the heading "ADSL Service" are, by their
terms, available to retail customers only. Wholesale commitments are addressed
separately under the heading "ADSL Transmission Service."

(13) After meeting the implementation date in each state, AT&T/BellSouth will
continue deployment so that it can offer the service to all ADSL-capable
premises in its in-region territory within twelve months of the Merger Closing
Date.


                                                                               7

<PAGE>


make available such services at other speeds at prices that are competitive with
the broadband market taken as a whole.

ADSL TRANSMISSION SERVICE

AT&T/BellSouth will offer to Internet service providers, for their provision of
broadband Internet access service to ADSL-capable retail customer premises, ADSL
transmission service in the combined AT&T/BellSouth territory that is
functionally the same as the service AT&T offered within the AT&T in-region
territory as of the Merger Closing Date.(14) Such wholesale offering will be at
a price not greater than the retail price in a state for ADSL service that is
separately purchased by customers who also subscribe to AT&T/BellSouth local
telephone service.

NET NEUTRALITY

1. Effective on the Merger Closing Date, and continuing for 30 months
thereafter, AT&T/BellSouth will conduct business in a manner that comports with
the principles set forth in the Commission's Policy Statement, issued September
23,2005 (FCC 05-151).

2. AT&T/BellSouth also commits that it will maintain a neutral network and
neutral routing in its wireline broadband Internet access service.(15) This
commitment shall be satisfied by AT&T/BellSouth's agreement not to provide or to
sell to Internet content, application, or service providers, including those
affiliated with AT&T/BellSouth, any service that privileges, degrades or
prioritizes any packet transmitted over AT&T/BellSouth's wireline broadband
Internet access service based on its source, ownership or destination.

This commitment shall apply to AT&T/BellSouth's wireline broadband Internet
access service from the network side of the customer premise equipment up to and
including the Internet Exchange Point closest to the customer's premise, defined
as the point of interconnection that is logically, temporally or physically
closest to the customer's premise where public or private Internet backbone
networks freely exchange Internet packets.


----------

(14) An ADSL transmission service shall be considered "functionally the same" as
the service AT&T offered within the AT&T in-region territory as of the Merger
Closing Date if the ADSL transmission service relies on ATM transport from the
DSLAM (or equivalent device) to the interface with the Internet service
provider, and provides a maximum asymmetrical downstream speed of 1.5bps or
3.0Mbps, or a maximum symmetrical upstream/downstream speed of 384Kbps or
416Kbps, where each respective speed is available (the "Broadband ADSL
Transmission Service"). Nothing in this commitment shall require AT&T/BellSouth
to serve any geographic areas it currently does not serve with Broadband ADSL
Transmission Service or to provide Internet service providers with broadband
Internet access transmission technology that was not offered by AT&T to such
providers in its in-region territory as of the Merger Closing Date.

(15) For purposes of this commitment, AT&T/BellSouth's wireline broadband
Internet access service and its Wi-Max fixed wireless broadband Internet access
service are, collectively, AT&T/BellSouth's "wireline broadband Internet access
service."


                                                                               8

<PAGE>


This commitment does not apply to AT&T/BellSouth's enterprise managed IP
services, defined as services available only to enterprise customers(16) that
are separate services from, and can be purchased without, AT&T/BellSouth's
wireline broadband Internet access service, including, but not limited to,
virtual private network (VPN) services provided to enterprise customers. This
commitment also does not apply to AT&T/BellSouth's Internet Protocol television
(IPTV) service. These exclusions shall not result in the privileging,
degradation, or prioritization of packets transmitted or received by
AT&T/BellSouth's non-enterprise customers' wireline broadband Internet access
service from the network side of the customer premise equipment up to and
including the Internet Exchange Point closest to the customer's premise, as
defined above.

This commitment shall sunset on the earlier of (1) two years from the Merger
Closing Date, or (2) the effective date of any legislation enacted by Congress
subsequent to the Merger Closing Date that substantially addresses "network
neutrality" obligations of broadband Internet access providers, including, but
not limited to, any legislation that substantially addresses the privileging,
degradation, or prioritization of broadband Internet access traffic.

INTERNET BACKBONE

1. For a period of three years after the Merger Closing Date, AT&T/BellSouth
will maintain at least as many discrete settlement-free peering arrangements for
Internet backbone services with domestic operating entities within the United
States as they did on the Merger Closing Date, provided that the number of
settlement-free peering arrangements that AT&T/BellSouth is required to maintain
hereunder shall be adjusted downward to account for any mergers, acquisitions,
or bankruptcies by existing peering entities or the voluntary election by a
peering entity to discontinue its peering arrangement. If on the Merger Closing
Date, AT&T and BellSouth both maintain a settlement free peering arrangement for
Internet backbone services with the same entity (or an affiliate thereof), the
separate arrangements shall count as one settlement-free peering arrangement for
purposes of determining the number of discrete peering entities with whom
AT&T/BellSouth must peer pursuant to this commitment. AT&T/BellSouth may waive
terms of its published peering policy to the extent necessary to maintain the
number of peering arrangements required by this commitment. Notwithstanding the
above, if within three years after the Merger Closing Date, one of the ten
largest entities with which AT&T/BellSouth engages in settlement free peering
for Internet backbone services (as measured by traffic volume delivered to
AT&T/BellSouth's backbone network facilities by such entity) terminates its
peering arrangement with AT&T/BellSouth for any reason (including bankruptcy,
acquisition, or merger), AT&T/BellSouth will replace that peering arrangement
with another settlement free peering arrangement and shall not adjust its total
number of settlement free peers downward as a result.

2. Within thirty days after the Merger Closing Date, and continuing for three
years thereafter, AT&T/BellSouth will post its peering policy on a publicly
accessible website. During this three-year period, AT&T/BellSouth will post any
revisions to its peering policy on a timely basis as they occur.


----------

(16) "Enterprise customers" refers to that class of customer identified as
enterprise customers on AT&T's website (http://www.att.com) as of December
28,2006.


                                                                               9

<PAGE>

FORBEARANCE

1. AT&T/BellSouth will not seek or give effect to a ruling, including through a
forbearance petition under section 10 of the Communications Act (the "Act") 47
U.S.C. 160, or any other petition, altering the status of any facility being
currently offered as a loop or transport UNE under section 251 (c)(3) of the
Act.

2. AT&T/BellSouth will not seek or give effect to any future grant of
forbearance that diminishes or supersedes the merged entity's obligations or
responsibilities under these merger commitments during the period in which those
obligations are in effect.

WIRELESS

1. AT&T/BellSouth shall assign and/or transfer to an unaffiliated third party
all of the 2.5 GHz spectrum (broadband radio service (BRS)/educational broadband
service (EBS)) currently licensed to or leased by BellSouth within one year of
the Merger Closing Date.

2. By July 21,2010, AT&T/BellSouth agrees to: (1) offer service in the 2.3 GHz
band to 25% of the population in the service area of AT&T/BellSouth's wireless
communications services (WCS) licenses, for mobile or fixed point-to-multi-point
services, or (2) construct at least five permanent links per one million people
in the service area of AT&T/BellSouth's WCS licenses, for fixed point-to-point
services. In the event AT&T/BellSouth fails to meet either of these service
requirements, AT&T/BellSouth will forfeit the unconstructed portion of the
individual WCS licenses for which it did not meet either of these service
requirements as of July 21, 2010; provided, however, that in the event the
Commission extends the July 21,2010, buildout date for 2.3GHz service for the
WCS industry at large ("Extended Date"), the July 21, 2010 buildout date
specified herein shall be modified to conform to the Extended Date. The wireless
commitments set forth above do not apply to any 2.3 GHz wireless spectrum held
by AT&T/BellSouth in the state of Alaska.

DIVESTITURE OF FACILITIES

Within twelve months of the Merger Closing Date, AT&T/BellSouth will sell to an
unaffiliated third party(ies) an indefeasible right of use ("IRU") to fiber
strands within the existing "Lateral Connections," as that term is defined in
the SBC/AT&T Consent Decree, (17) to the buildings listed in Attachment B
("BellSouth Divestiture Assets"). These divestitures will be effected in a
manner consistent with the divestiture framework agreed to in the SBC/AT&T
Consent Decree, provided that such divestitures will be subject to approval by
the FCC, rather than the Department of Justice.

TUNNEY ACT

AT&T is a party to a Consent Decree entered into following the merger of SBC and
AT&T (the "Consent Decree"). The Consent Decree documents the terms under which
AT&T agreed to


----------

(17) See United States v. SBC Communications, Inc., Civil Action No.
1:05CV02102, Final Judgment (D.D.C. filed Oct. 27,2005).


                                                                              10

<PAGE>

divest special access facilities serving 383 buildings within the former SBC
in-region ILEC territory (the "SBC Divestiture Assets"). In its Order approving
the AT&T/SBC merger, the Commission also required the divestiture of these same
facilities on the terms and conditions contained in the Consent Decree. The
Consent Decree is currently under review pursuant to the Tunney Act in the U.S.
District Court for the District of Columbia (the "Court") in US. v. SBC
Communications, Inc. and AT&T Corp., Civil Action No. 1:05CV02102 (EGS)
(D.D.C.), where the Court is reviewing the adequacy of the remedy contained in
the Consent Decree to address the competitive concerns described in the
Complaint filed by the Department of Justice (DOJ).

If it is found in a final, non-appealable order, that the remedy in the Consent
Decree is not adequate to address the concerns raised in the Complaint and AT&T
and the DOJ agree to a modification of the Consent Decree (the "Modified Consent
Decree"), then AT&T agrees that (1) AT&T/BellSouth will conform its divestiture
of the BellSouth Divestiture Assets to the terms of the Modified Consent Decree;
and (2) AT&T/BellSouth will negotiate in good faith with the Commission to
determine whether the conditions imposed on AT&T/BellSouth in the Commission
order approving the merger of AT&T and BellSouth satisfies, with respect to the
BellSouth territory, the concerns addressed in the Modified Consent Decree.

CERTIFICATION

AT&T/BellSouth shall annually file a declaration by an officer of the
corporation attesting that AT&T/BellSouth has substantially complied with the
terms of these commitments in all material respects. The first declaration shall
be filed 45 days following the one-year anniversary of the Merger Closing Date,
and the second, third, and fourth declarations shall be filed one, two, and
three years thereafter, respectively.


                                                                              11

<PAGE>




                                  ATTACHMENT A

                        SERVICE QUALITY MEASUREMENT PLAN
                          FOR INTERSTATE SPECIAL ACCESS

                                    CONTENTS

<TABLE>
<S>                                                                         <C>
SECTION 1: ORDERING
FOCT:      Firm Order Confirmation (FOC) Timeliness ........................  2

SECTION 2: PROVISIONING
PIAM:      Percent Installation Appointments Met ...........................  3
NITR:      New Installation Trouble Report Rate ............................  4

SECTION 3: MAINTENANCE AND REPAIR
CTRR:      Failure Rate/Trouble Report Rate ................................  5
MAD:       Average Repair Interval/Mean Time to Restore ....................  6

SECTION 4: GLOSSARY ........................................................  7
</TABLE>

                                                                              12
<PAGE>

SECTION 1: ORDERING

FOCT: FIRM ORDER CONFIRMATION (FOC) TIMELINESS

DEFINITION

Firm Order Confirmation (FOC) Timeliness measures the percentage of FOCs
returned within the Company-specified standard interval.

EXCLUSIONS

-     Service requests identified as "Projects" or "ICBs"

-     Service requests cancelled by the originator

-     Weekends and designated holidays of the service center

-     Unsolicited FOCs

-     Administrative or test service requests

-     Service requests that indicate that no confirmation/response should be
      sent

-     Other exclusions as defined by each RBOC to reflect system and operational
      differences

BUSINESS RULES

Counts are based on the first instance of a FOC being sent in response to an
ASR. Activity starting on a weekend or holiday will reflect a start date of the
next business day. Activity ending on a weekend or holiday will be calculated
with an end date of the last previous business day. Requests received after the
company's stated cutoff time will be counted as a "zero" day interval if the FOC
is sent by close of business on the next business day. The standard interval
will be that which is specified in the company-specific ordering guide.

CALCULATION

FIRM ORDER CONFIRMATION (FOC) INTERVAL = (a - b)

-     a = Date and time FOC is returned

-     b = Date and time valid access service request is received

PERCENT WITHIN STANDARD INTERVAL = (c / d) X 100

-     c = Number of service requests confirmed within the designated interval

-     d = Total number of service requests confirmed in the reporting period

REPORT STRUCTURE

-     Non-Affiliates Aggregate

-     RBOC Affiliates Aggregate

-       RBOC 272 Affiliates Aggregate

GEOGRAPHIC SCOPE

-     State

SQM DISAGGREGATION (PERCENT FOCS RETURNED WITHIN STANDARD INTERVAL)

-     Special Access - DS0

-     Special Access - DS1

-     Special Access - DS3 and above


                                                                              13
<PAGE>


SECTION 2: PROVISIONING

PIAM: PERCENT INSTALLATION APPOINTMENTS MET

DEFINITION

Percent Installation Appointments Met measures the percentage of installations
completed on or before the confirmed due date.

EXCLUSIONS

-     Orders issued and subsequently cancelled

-     Orders associated with internal or administrative (including test)
      activities

-     Disconnect Orders

-     Other exclusions as defined by each RBOC to reflect system and operational
      differences

BUSINESS RULES

This measurement is calculated by dividing the number of service orders
completed during the reporting period, on or before the confirmed due date, by
the total number of orders completed during the same reporting period.
Installation appointments missed because of customer caused reasons shall be
counted as met and included in both the numerator and denominator. Where there
are multiple missed appointment codes, each RBOC will determine whether an order
is considered missed.

CALCULATION

PERCENT INSTALLATION APPOINTMENTS MET = (a / b) X 100

-     a = Number of orders completed on or before the RBOC confirmed due date
      during the reporting period

-     b = Total number of orders where completion has been confirmed during the
      reporting period

REPORT STRUCTURE

-     Non-Affiliates Aggregate

-     RBOC Affiliates Aggregate

-       RBOC 272 Affiliates Aggregate

GEOGRAPHIC SCOPE

-     State

SQM DISAGGREGATION

-     Special Access - DS0

-     Special Access - DS1

-     Special Access - DS3 and above


                                                                              14
<PAGE>

NITR: NEW INSTALLATION TROUBLE REPORT RATE

DEFINITION

New Installation Trouble Report Rate measures the percentage of circuits or
orders where a trouble was found in RBOC facilities or equipment within thirty
days of order completion.

EXCLUSIONS

-     Trouble tickets issued and subsequently cancelled

-     Customer Provided Equipment (CPE) or customer caused troubles

-     Troubles closed by the technician to disposition codes of IEC
      (Inter-exchange Carrier) or INF (Information)

-     RBOC troubles associated with administrative service

-     No Trouble Found (NTF) and Test OK (TOK)

-     Other exclusions defined by each RBOC to reflect system and operational
      differences

-     Subsequent trouble reports

BUSINESS RULES

Only the first customer direct trouble report received within thirty calendar
days of a completed service order is counted in this measure. Only customer
direct trouble reports that required the RBOC to repair a portion of the RBOC
network will be counted in this measure. The RBOC completion date is when the
RBOC completes installation of the circuit or order.

CALCULATION

TROUBLE REPORT RATE WITHIN 30 CALENDAR DAYS OF INSTALLATION = (a / b) X 100

-     a = Count of circuits/orders with trouble reports within 30 calendar days
      of installation

-     b = Total number of circuits/orders installed in the reporting period

REPORT STRUCTURE

-     Non-Affiliates Aggregate

-     RBOC Affiliates Aggregate

-       RBOC 272 Affiliates Aggregate

GEOGRAPHIC SCOPE

-     State

SQM DISAGGREGATION

-     Special Access DS0

-     Special Access - DS1

-     Special Access - DS3 and above


                                                                              15
<PAGE>

SECTION 3: MAINTENANCE & REPAIR

CTRR: FAILURE RATE/TROUBLE REPORT RATE

DEFINITION

The percentage of initial and repeated circuit-specific trouble reports
completed per 100 in-service circuits for the reporting period.

EXCLUSIONS

-     Trouble reports issued and subsequently cancelled

-     Employee initiated trouble reports

-     Trouble reports/circuits associated with internal or administrative
      activities

-     Customer Provided Equipment (CPE) or customer caused troubles

-     Troubles closed by the technician to disposition codes of IEC
      (Inter-exchange Carrier) or INF (Information)

-     Tie Circuits

-     No Trouble Found (NTF) and Test OK (TOK)

-     Other exclusions as defined by each RBOC to reflect system and operational
      differences

BUSINESS RULES

Only customer direct trouble reports that require the RBOC to repair a portion
of the RBOC network will be counted in this report. The trouble report rate is
computed by dividing the number of completed trouble reports handled during the
reporting period by the total number of in-service circuits for the same period.

CALCULATION

PERCENT TROUBLE REPORT RATE = (a / b) X 100

-     a = Number of completed circuit-specific trouble reports received during
      the reporting period

-     b = Total number of in-service circuits during the reporting period

REPORT STRUCTURE

-     Non-Affiliates Aggregate

-     RBOC Affiliates Aggregate

-       RBOC 272 Affiliates Aggregate

GEOGRAPHIC SCOPE

-     State

SQM DISAGGREGATION

-     Special Access - DS0

-     Special Access - DS1

-     Special Access - DS3 and above


                                                                              16
<PAGE>

MAD: AVERAGE REPAIR INTERVAL/MEAN TIME TO RESTORE

DEFINITION

The Average Repair Interval/Mean Time to Restore is the average time between the
receipt of a customer trouble report and the time the service is restored. The
average outage duration is only calculated for completed circuit-specific
trouble reports.

EXCLUSIONS

-     Trouble reports issued and subsequently cancelled

-     Employee initiated trouble reports

-     Trouble reports associated with internal or administrative activities

-     Customer Provided Equipment (CPE) or customer caused troubles

-     Troubles closed by the technician to disposition codes of IEC
      (Inter-exchange Carrier) or INF (Information)

-     Tie Circuits

-     No Trouble Found (NTF) and Test OK (TOK)

-     Other exclusions as defined by each RBOC to reflect system and operational
      differences

BUSINESS RULES

Only customer direct trouble reports that require the RBOC to repair a portion
of the RBOC network will be counted in this measure. The average outage duration
is calculated for each restored circuit with a trouble report. The start time
begins with the receipt of the trouble report and ends when the service is
restored. This is reported in a manner such that customer hold time or delay
maintenance time resulting from verifiable situations of no access to the end
user premise, other CLEC/IXC or RBOC retail customer caused delays, such as
holding the ticket open for monitoring, is deducted from the total resolution
interval ("stop clock" basis).

CALCULATION

Repair Interval = (a - b)

-     a = Date and time trouble report was restored

-     b = Date and time trouble report was received

Average Repair Interval = (c / d)

-     c = Total of all repair intervals (in hours/days) for the reporting period

-     d = Total number of trouble reports closed during the reporting period

REPORT STRUCTURE

-     Non-Affiliates Aggregate

-     RBOC Affiliates Aggregate

-       RBOC 272 Affiliates Aggregate

GEOGRAPHIC SCOPE

-     State

SQM DISAGGREGATION

-     Special Access - DS0

-     Special Access - DS1

-     Special Access - DS3 and above


                                                                              17
<PAGE>

                                    GLOSSARY

ACCESS SERVICE          A request to the RBOC to order new access service, or
REQUEST (ASR)           request a change to existing service, which provides
                        access to the local exchange company's network under
                        terms specified in the local exchange company's special
                        or switched access tariffs.

RBOC 272 AFFILIATES     RBOC Affiliate(s) authorized to provide long distance
AGGREGATE               service as a result of the Section 271 approval process.

RBOC AFFILIATES         RBOC Telecommunications and all RBOC Affiliates
AGGREGATE               (including the 272 Affiliate). Post sunset, comparable
                        line of business (e.g., 272 line of business) will be
                        included in this category.

BUSINESS DAYS           Monday thru Friday (8AM to 5PM) excluding holidays

CPE                     Customer Provided or Premises Equipment

CUSTOMER NOT READY      A verifiable situation beyond the normal control of the
(CNR)                   RBOC that prevents the RBOC from completing an order,
                        including the following: CLEC or IXC is not ready to
                        receive service; end user is not ready to receive
                        service; connecting company or CPE supplier is not
                        ready.

FIRM ORDER              The notice returned from the RBOC, in response to an
CONFIRMATION (FOC)      Access Service Request from a CLEC, IXC or affiliate,
                        that confirms receipt of the request and creation of a
                        service order with an assigned due date.

UNSOLICITED FOC         An Unsolicited FOC is a supplemental FOC issued by the
                        RBOC to change the due date or for other reasons, e.g.,
                        request for a second copy from the CLEC/IXC, although no
                        change to the ASR was requested by the CLEC or IXC.

PROJECT OR ICB          Service requests that exceed the line size and/or level
                        of complexity that would allow the use of standard
                        ordering and provisioning interval and processes.
                        Service requests requiring special handling.

REPEAT TROUBLE          Trouble that reoccurs on the same telephone
                        number/circuit ID within 30 calendar days

SERVICE ORDERS          Refers to all orders for new or additional
                        lines/circuits. For change order types, additional
                        lines/circuits consist of all C order types with "I" and
                        "T" action coded line/circuit USOCs that represent new
                        or additional lines/circuits, including conversions for
                        RBOC to Carrier and Carrier to Carrier.


                                                                              18
<PAGE>

                                  ATTACHMENT B

<Table>
<Caption>
                                                                                                                    Zip
 Metro Area    CLLI             Address                                City                       State             Code
<S>            <C>              <C>                                    <C>                        <C>              <C>
Atlanta        ALPRGAVP         5965 CABOT PKWY                        ALPHARETTA                  GA              30005
Atlanta        ATLNGABI         2751 BUFORD HWY NE                     ATLANTA                     GA              30324
Atlanta        CHMBGAJG         2013 FLIGHTWAY DR                      CHAMBLEE                    GA              30341
Atlanta        NRCRGAER         6675 JONES MILL CT                     NORCROSS                    GA              30092
Atlanta        NRCRGAIJ         4725 PEACHTREE CORNERS CIR             NORCROSS                    GA              30092
Atlanta        NRCRGANX         3795 DATA DR NW                        NORCROSS                    GA              30092
Atlanta        NRCRGARC         335 RESEARCH CT                        NORCROSS                    GA              30092
Birmingham     BRHMALKU         101 LEAF LAKE PKWY                     BIRMINGHAM                  AL              35211
Charlotte      CHRMNCXI         2605 WATER RIDGE PKWY                  CHARLOTTE                   NC              28217
Chattanooga    CHTGTNAC         537 MARKET ST                          CHATTANOOGA                 TN              37402
Jacksonville   JCVNFLHK         10201 CENTURION PKWY N                 JACKSONVILLE                FL              32256
Knoxville      KNVLTNHB         8057 RAY MEARS BLVD                    KNOXVILLE                   TN              37919
Knoxville      KNVNTN82         2160 LAKESIDE CENTER WAY               KNOXVILLE                   TN              37922
Miami          BCRTFLAU         851 NW BROKEN SOUND PKWY               BOCA RATON                  FL              33487
Miami          BCRTFLCM         501 E CAMINO REAL                      BOCA RATON                  FL              33432
Miami          DLBHFLDU         360 N CONGRESS AVE                     DELRAY BEACH                FL              33445
Miami          JPTRFLAC         100 MARQUETTE DR                       JUPITER                     FL              33458
Miami          JPTRFLBC         1001 N USHWY 1                         JUPITER                     FL              33477
Miami          PLNBFLAZ         1601 SW 80TH TER                       PLANTATION                  FL              33324
Miami          PLNBFLCQ         1800 NW 69TH AVE                       PLANTATION                  FL              33313
Miami          SUNRFLCF         720 INTERNATIONAL PKWY                 SUNRISE                     FL              33325
Nashville      BRWDTNEV         210 WESTWOOD PL                        BRENTWOOD                   TN              37027
Nashville      NSVLTNIH         1215 21ST AVE S                        NASHVILLE                   TN              37212
Nashville      NSVLTHWL         28 OPRYLAND DR                         NASHVILLE                   TN              37204
Nashville      NSVNTNFO         252 OPRY MILLS DR                      NASHVILLE                   TN              37214
Nashville      LDHLFLAC         332 OPRY MILLS DR                      LAUDERHILL                  TN              33351
Nashville      SUNRFLBD         427 OPRY MILLS DR                      SUNRISE                     TN              33325
Nashville      NSVNTNGG         540 OPRY MILLS DR                      NASHVILLE                   TN              37214
Miami          NSVNTNGG         4300 N UNIVERSITY DR                   NASHVILLE                   FL              37214
Miami          NSVNTNGG         440 SAWGRASS CORP. PARKWAY             NASHVILLE                   FL              37214
Orlando        ORLFFLYL         8350 PARKLINE BLVD                     ORLANDO                     FL              32809
</Table>


                                                                              19


































</TEXT>
</DOCUMENT>
</SUBMISSION>
