Amendment 9

MODIFICATION NO. 9 OF THE AGREEMENT FOR THE PROVISION OF TELECOMMUNICATIONS SERVICES AND PRODUCTS

BETWEEN STATE OF CALIFORNIA

AND PACIFIC BELL AND MCI TELECOMMUNICATIONS CORPORATION

This Modification No. 9 ("Modification") by and between Pacific Bell ("Pacific"), MCI Telecommunications Corporation ("MCI"), and the State of California ("State") is effective upon execution by the parties ("Effective Date"), except as otherwise expressly provided herein.

WHEREAS, Pacific and MCI and State entered into the Agreement for Provision of Telecommunications Services and Products ("Agreement") on December 4, 1998; and

WHEREAS, the parties now desire to modify the Agreement.

NOW THEREFORE, the parties, in consideration of the mutual covenants contained herein and intending to be legally bound, agree that the Agreement is modified as follows:

1. The Contract Table of Contents is modified to add new section titles.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

2. Section 34 of Appendix A is modified to add the following subparagraph d) and change existing subparagraph d) to paragraph e):

"d) Notwithstanding anything to the contrary under sub-paragraphs a), b) or c) above, in the event the State is entitled to and invokes its right to terminate any Pacific Bell or MCI equipment, software, or service contained in Rider B of this Agreement, the other contracting party shall be entitled to offer substitute equipment, software or service that is comparable in price and quality to that offered under this Agreement. Contractor shall be allowed thirty (30) calendar days from date of written notice of default, or similar notice related to the right to terminate to provide the substitute offering to the State. The State agrees to reasonably consider, but shall not be obligated to accept, Contractor’s offer of substitute equipment, software or service, and associated pricing if any, prior to making a determination to purchase replacement equipment, software or services on the open market. The State is not obligated to demonstrate to the Contractor the method used to reasonably consider the offer."

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

3. Appendix A is modified to add a new Section 50 titled Definitions.

New pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Added: Amendment No. 9."

4. The first paragraph of Section 3 of Rider A of Appendix A is modified to read as follows:

"Contractor agrees to pay Telecommunications Division an administrative reimbursement as required and established by the Telecommunications Division. The administrative reimbursement shall be used to fund only DSG/TD activities, or DGS/TD funded State offices and activities. DGS/TD shall not increase the administrative fee associated with any existing service or establish an administrative fee associated with any new service if when combined with Contractor’s Contract rate for the service the administrative fee raises the total price for the service to a level that is non-competitive with similar services available in the telecommunications industry, provided, however, that in all events DGS/TD shall be entitled to cumulative, compounded annual administrative fee increase equal to the Consumer Price Index (CPI) compounded annually over the relevant contract term. Accordingly, and on behalf of DGS/TD, the Contractor will bill, collect and remit a contract administrative fee, which shall be allocated as agreed upon by the Parties on contract services. The administrative fee may be applied to any and all contracted services offered under this Agreement. This fee shall be determined by DGS/TD and shall be included within the amount charged to those agencies obtaining services pursuant to this Agreement. The administrative fee reimbursement amount shall appear on the monthly billing summaries and other periodic management reports delivered to DGS/TD. Contractor may notify Customer of the inclusion of an administrative fee in the charges billed to Customers. This notification will appear in the Customer’s invoice."

A replacement page is attached hereto for insertion in the Agreement and is identified with the following statement: "Revised: Amendment No. 9."

5. Rider A of Appendix A is modified to add the following new Section 20 titled Substitute Service:

"Contractor agrees that if it is unable to provide a Customer service or facility offered under this Agreement or an alternative service or facility under the Agreement due solely to an extended Force Majeure event, End-User (or Customer, if appropriate) caused Stop Clock conditions, or lack of facilities, then the Customer may obtain a facility or service from a third party to substitute for the affected service or facility. However, prior to Customer obtaining services under this provision outside this Agreement, the Customer, shall meet with DGS/TD’s Program Manager and Pacific Bell and MCI WorldCom Program Managers. The Customer shall subscribe to a substitute service or facility only for the minimum commercially available period likely to cover the reasonably expected duration of the Force Majeure, End-User (or Customer, if appropriate) caused stop clock conditions, or lack of facilities. The Customer may obtain such substitute service or facility only until such time as the Contractor is able to resume provision of the affected service or facility. Contractor shall not be liable for any cost associated with the substitute service or facility and End-User and Customer shall be responsible for all costs associated with installing or otherwise obtaining substitute service or facility. The Customer further agrees that when such service or facility becomes available from the Contractor through this Agreement, the Customer shall migrate back to said service or facility under this Agreement within a reasonable period of time; provided, however, that if the service or facility is unavailable for longer than six (6) months or four (4) months in the event the service or facility unavailability is the result of a capacity problem or such shorter period as agreed upon by all Parties, the Customer may, but shall not be obligated to, migrate said service or facility back to this Agreement. Contractor agrees to waive Contractor non-recurring charges associated with the migration of said service back to this Agreement."

A new page is attached hereto for insertion in the Agreement and is identified with the following statement: "Added: Amendment No. 9."

6. The second paragraph of Rider B – Services and Equipment Provided is modified to read as follows:

"The Std. Form 20 for State agencies (Exhibit B-1), customer service authorization (CSA), the Authorization to Order for non-state agencies (Exhibit B-2 - Services with no term requirement), the Authorization to Order (Exhibit B-3 – Services with a term requirement), the Authorization to Order for non-state agencies (Exhibit B-5 – Services with a term requirement), and Std. Form 65 for State agencies (Exhibit B-6) will be the vehicles for ordering services and equipment under this contract. The timeframes for provisioning service as set forth in this Rider will not commence until Contractor receives a complete and accurate Form 20, CSA, or other authorized service ordering mechanism."

A replacement page is attached hereto for insertion in the Agreement and is identified with the following statement: "Revised: Amendment No. 9."

7. Rider B is modified to add Exhibit B-6 in its entirety.

New pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Added: Amendment No. 9."

8. Rider D, Section 4.0 – Service Conversion (Other LECs), Subsection 4.1 – Line Side Services, GTE, paragraph 2 is modified to read as follows:

"The Pacific Bell/MCI Team will offer GTE services for CALNET through their own facilities-based services or Pacific Bell resale."

A replacement page containing the modified language is attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

9. GTE Territory Services Rider Bs – Centrex in GTE Territory, PBX Trunks, Business Access Lines, Local Usage, Integrated Services Digital Network Services (ISDN), and Dedicated Services are deleted and replaced in their entirety with new GTE Territory Services Rider Bs – Centrex in GTE Territory, PBX Trunks, Business Access Lines, Local Usage, Integrated Services Digital Network Services (ISDN), and Dedicated Services.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

10. Other LEC Territory Services Rider Bs – Roseville Telephone Company, Basic Exchange Access Service, Digital Business Service (Centrex), Voice Mail Service, Integrated Services (ISDN), Primary Rate Interface Service (PRI), and Frame Relay Service (FRS) are deleted and replaced in their entirety with new Other LEC Territory Services Rider Bs – Roseville Telephone Company, Basic Exchange Access Service, Digital Business Service (Centrex), Voice Mail Service, Integrated Services (ISDN), Primary Rate Interface Service (PRI), and Frame Relay Service (FRS).

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

11. Other LEC Services Rider Bs – Calaveras Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Calaveras Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

12. Other LEC Services Rider Bs – CAL-ORE Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, Digital Centrex Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – CAL-ORE Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, Digital Centrex Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

13. Other LEC Services Rider Bs – Citizens Telecommunications Company, Business Access Service and Local Usage are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Citizens Telecommunications Company, Business Access Service and Local Usage.

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

14. Other LEC Services Rider Bs – Citizens Telecommunications Company – Golden State, Business Access Service, Centrex Service, and Local Usage are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Citizens Telecommunications Company – Golden State, Business Access Service, Centrex Service, and Local Usage.

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

15. Other LEC Services Rider Bs – Citizens Telecommunications Company – Tuolumne, Business Access Service, Centrex Service, and Local Usage are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Citizens Telecommunications Company – Tuolumne, Business Access Service, Centrex Service, and Local Usage.

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

16. Other LEC Services Rider Bs – Ducor Telephone Company, Message Telecommunications Service, Operator Services, Access Line Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Ducor Telephone Company, Message Telecommunications Service, Operator Services, Access Line Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

17. Other LEC Services Rider Bs – Evans Telephone Company, Message Telecommunications Service, Operator Services, Business Access Line, Digital Centrex, Basic Rate Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Evans Telephone Company, Message Telecommunications Service, Operator Services, Business Access Line, Digital Centrex, Basic Rate Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

18. Other LEC Services Rider Bs – Foresthill Telephone Company, Local Usage, Operator Services, Flat Rate Exchange Service, Custom Calling Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Foresthill Telephone Company, Local Usage, Operator Services, Flat Rate Exchange Service, Custom Calling Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

19. Other LEC Services Rider Bs – Kerman Telephone Company, Local Usage, Operator Services, Individual Line Service, Custom Calling Service, Digital Centrex Service, Integrated Services Digital Network (ISDN) Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Kerman Telephone Company, Local Usage, Operator Services, Individual Line Service, Custom Calling Service, Digital Centrex Service, Integrated Services Digital Network (ISDN) Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

20. Other LEC Services Rider Bs – Pinnacles Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Pinnacles Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

21. Other LEC Services Rider Bs – Ponderosa Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Flat Rate Exchange Service, Custom Calling Service, High Capacity Digital Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Ponderosa Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Flat Rate Exchange Service, Custom Calling Service, High Capacity Digital Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

22. Other LEC Services Rider Bs – Sierra Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Business Service, Custom Calling Service, Digital Centrex Service, Integrated Services Digital Network (ISDN) Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Sierra Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Business Service, Custom Calling Service, Digital Centrex Service, Integrated Services Digital Network (ISDN) Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

23. Other LEC Services Rider Bs – Siskiyou Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Network Access Line Service, Custom Calling Service, Centrex Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Siskiyou Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Network Access Line Service, Custom Calling Service, Centrex Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

24. Other LEC Services Rider Bs – Happy Valley Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Happy Valley Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

25. Other LEC Services Rider B – Hornitos Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Hornitos Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language is attached hereto for insertion in the Agreement and is identified with the following statement: "Revised: Amendment No. 9."

26. Other LEC Services Rider B – Winterhaven Telephone Company, Message Telecommunications Service, Operator Services, Business Access Line, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Winterhaven Telephone Company, Message Telecommunications Service, Operator Services, Business Access Line, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

27. Other LEC Services Rider Bs – Volcano Telephone Company, Message Telecommunications Service, Operator Services, Network Access Line Service, Private Branch Exchange (PBX) Trunk Line Service, Basic Rate Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Bs – Volcano Telephone Company, Message Telecommunications Service, Operator Services, Network Access Line Service, Private Branch Exchange (PBX) Trunk Line Service, Basic Rate Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

28. Rider B, Service Level Agreements is modified to delete pages 1 and 2 and Tables A, B, C, and D and replace in their entirety with a new Introduction; Sections 1, 2, and 3; and new Tables A, B, C, and D. The Service Level Agreements contained in Table A will be effective on the first day of the month following execution of this Modification by the State.

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

29. Rider B, Service Level Agreements, Installation Intervals is modified as stated in Table A, Data Services, Provisioning measurement.

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

30. Rider B, Service Level Agreements is modified to add a new section titled Stop Clock Conditions.

New pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Added: Amendment No. 9."

31. Other LEC Territory Services Rider Cs – Roseville Telephone Company, Basic Exchange Access Service, Digital Business Service (Centrex), Voice Mail Service, Integrated Services (ISDN), Primary Rate Interface Service (PRI), and Frame Relay Service (FRS) are deleted and replaced in their entirety with new Other LEC Territory Services Rider Cs – Roseville Telephone Company, Basic Exchange Access Service, Digital Business Service (Centrex), Voice Mail Service, Integrated Services (ISDN), Primary Rate Interface Service (PRI), and Frame Relay Service (FRS).

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

32. Other LEC Services Rider Cs – Calaveras Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Calaveras Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

33. Other LEC Services Rider Cs – CAL-ORE Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, Digital Centrex Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – CAL-ORE Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, Digital Centrex Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

34. Other LEC Services Rider Cs – Ducor Telephone Company, Message Telecommunications Service, Operator Services, Access Line Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Ducor Telephone Company, Message Telecommunications Service, Operator Services, Access Line Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

35. Other LEC Services Rider Cs – Evans Telephone Company, Message Telecommunications Service, Operator Services, Business Access Line, Digital Centrex, Basic Rate Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Evans Telephone Company, Message Telecommunications Service, Operator Services, Business Access Line, Digital Centrex, Basic Rate Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

36. Other LEC Services Rider Cs – Foresthill Telephone Company, Local Usage, Operator Services, Flat Rate Exchange Service, Custom Calling Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Foresthill Telephone Company, Local Usage, Operator Services, Flat Rate Exchange Service, Custom Calling Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

37. Other LEC Services Rider Cs – Kerman Telephone Company, Local Usage, Operator Services, Individual Line Service, Custom Calling Service, Digital Centrex Service, Integrated Services Digital Network (ISDN) Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Kerman Telephone Company, Local Usage, Operator Services, Individual Line Service, Custom Calling Service, Digital Centrex Service, Integrated Services Digital Network (ISDN) Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

38. Other LEC Services Rider Cs – Pinnacles Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Pinnacles Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

39. Other LEC Services Rider Cs – Ponderosa Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Flat Rate Exchange Service, Custom Calling Service, High Capacity Digital Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Ponderosa Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Flat Rate Exchange Service, Custom Calling Service, High Capacity Digital Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

40. Other LEC Services Rider Cs – Sierra Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Business Service, Custom Calling Service, Digital Centrex Service, Integrated Services Digital Network (ISDN) Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Sierra Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Business Service, Custom Calling Service, Digital Centrex Service, Integrated Services Digital Network (ISDN) Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

41. Other LEC Services Rider Cs – Siskiyou Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Network Access Line Service, Custom Calling Service, Centrex Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Siskiyou Telephone Company, IntraLATA Message Toll Telephone Service, Operator Services, Network Access Line Service, Custom Calling Service, Centrex Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

42. Other LEC Services Rider Cs – Happy Valley Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Happy Valley Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

43. Other LEC Services Rider Cs – Hornitos Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Hornitos Telephone Company, Message Telecommunications Service, Operator Services, Flat Rate Exchange Service, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language is attached hereto for insertion in the Agreement and is identified with the following statement: "Revised: Amendment No. 9."

44. Other LEC Services Rider Cs – Winterhaven Telephone Company, Message Telecommunications Service, Operator Services, Business Access Line, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Winterhaven Telephone Company, Message Telecommunications Service, Operator Services, Business Access Line, IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

45. Other LEC Services Rider Cs – Volcano Telephone Company, Message Telecommunications Service, Operator Services, Network Access Line Service, Private Branch Exchange (PBX) Trunk Line Service, Basic Rate Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant are deleted and replaced in their entirety with new Other LEC Services Rider Cs – Volcano Telephone Company, Message Telecommunications Service, Operator Services, Network Access Line Service, Private Branch Exchange (PBX) Trunk Line Service, Basic Rate Integrated Services Digital Network (ISDN), IntraLATA Leased Line and Private Line Telephone Service, and Outside Plant.

Replacement pages containing the modified language are attached hereto for insertion in the Agreement and are identified with the following statement: "Revised: Amendment No. 9."

46. Tab 7 of Service Level Agreements on page 5 of Rider B Table of Contents is added and shall read as follows:

"7. Stop Clock Conditions."

A replacement page containing the added language is attached hereto for insertion in the Agreement and is identified with the following statement: "Revised: Amendment No. 9."

This Modification is incorporated by reference and is subject to the terms and conditions of the Agreement for Provision of Telecommunications Services and Products between State of California, Pacific Bell and MCI dated December 4, 1998.

Except as modified by this Modification, all of the terms and conditions of the Agreement shall remain in full force and effect in accordance with their terms.

WEST:307113.1