UNITED STATES OF AMERICA,     STATE OF CONNECTICUT and STATE OF TEXAS,                   Plaintiffs,                   v. CINGULAR WIRELESS CORPORATION,    SBC COMMUNICATIONS INC., BELLSOUTH CORPORATION and AT&T WIRELESS SERVICES, INC.,                   Defendants.

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Civil No. 1:04CV01850 (RBW) Filed: November 3, 2004

PLAINTIFF UNITED STATES' UNOPPOSED MOTION TO SUBSTITUTE CORRECTED VERSION OF PROPOSED FINAL JUDGMENT AND SUPPORTING MEMORANDUM

Plaintiff United States moves the Court, pursuant to Federal Rule of Civil Procedure 60(a), to substitute a corrected version of the proposed Final Judgment, attached hereto, for the version attached to the Preservation of Assets Stipulation and Order. Pursuant to LCvR 7(m), plaintiff United States discussed this motion with defendants and plaintiffs Connecticut and Texas on November 2, 2004, and none of them oppose this motion as it corrects the proposed Final Judgment to read as all parties originally intended. A proposed order is attached.

Memorandum

The proposed Final Judgment attached to the Preservation of Assets Stipulation and Order, entered by the Court on October 26, 2004, differed in one material respect from the Preservation of Assets Stipulation and Order and plaintiffs and defendants' agreement; it did not include "so long as defendants own the minority interests" in Section II.F, the definition of "Minority Interests." This language was included in the Preservation of Assets Stipulation and Order and was meant by all parties to be included in the proposed Final Judgment, as demonstrated by its inclusion in the Preservation of Assets Stipulation and Order signed by all parties. Therefore, attached to this Motion is a corrected version of the proposed Final Judgment which reflects both plaintiffs and defendants' intended agreement and follows the language of the Preservation of Assets Stipulation and Order. The only change is in the last sentence of Section II.F with the addition of the underlined language:

Plaintiff United States in its sole discretion may approve this request if it is demonstrated that the retained minority interest will become irrevocably and entirely passive, so long as defendants own the minority interests, and will not significantly diminish competition.

Plaintiff United States discussed this Motion with the defendants and plaintiffs Connecticut and Texas, and they do not oppose this Motion. Defendants and plaintiffs all intended the proposed Final Judgment to read as in the corrected version.

Dated: November 3, 2004

Respectfully submitted, _______________/s/________________ Hillary B. Burchuk (D.C. Bar # 366755) Matthew C. Hammond David T. Blonder Benjamin Brown Michael D. Chaleff Benjamin Giliberti Jeremiah M. Luongo Lorenzo McRae (D.C. Bar # 473660) Attorneys, Telecommunications & Media Enforcement Section Antitrust Division U.S. Department of Justice City Center Building 1401 H Street, N.W., Suite 8000 Washington, D.C. 20530 (202) 514-5621 Facsimile: (202) 514-6381

I hereby certify that copies of the PLAINTIFF UNITED STATES' UNOPPOSED MOTION TO SUBSTITUTE CORRECTED VERSION OF PROPOSED FINAL JUDGMENT AND SUPPORTING MEMORANDUM with attachments have been mailed, by U.S. mail, postage prepaid, to the attorneys listed below, the 3rd day of November 2004.

Richard L. Rosen, Esq. Arnold & Porter LLP 555 Twelfth St., NW Washington, D.C. 20004 Counsel For Defendants Cingular Wireless Corporation and SBC Communications, Inc. Corporation Ilene Knable Gotts, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd St. New York, NY 10019 Counsel for Defendant AT&T Wireless Services, Inc. John T. Prud'homme, Jr., Esq. Assistant Attorney General Antitrust and Civil Medicare Fraud Department Office of the Attorney General 300 West 15th St, 9th Floor Austin, TX 78701 Counsel for Plaintiff State of Texas

Stephen M. Axinn, Esq. Axinn, Veltrop & Harkrider LLP 1801 K St., NW Washington D.C. 20006 Counsel For Defendants Cingular Wireless Corporation and BellSouth Rachel O. Davis, Esq. Assistant Attorney General Antitrust Department, Office of Attorney General 55 Elm St. Hartford, CT 06106 Counsel for Plaintiff State of Connecticut _______________/s/________________ Hillary B. Burchuk (D.C. Bar # 366755) Matthew C. Hammond Attorneys, Telecommunications & Media Enforcement Section Antitrust Division U.S. Department of Justice City Center Building 1401 H Street, N.W., Suite 8000 Washington, D.C. 20530 (202) 514-5621 Facsimile: (202) 514-6381