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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



United States of America,    

                  Plaintiff,

                  v.

Verizon Communications Inc. and   
MCI, Inc.,

                  Defendants.


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Civil Action No. 1:05CV02103 (HHK)

Filed: November 28, 2005

STIPULATION TO AMEND PROPOSED FINAL JUDGMENT

The United States and Defendants have agreed to replace the proposed Final Judgment attached to the Stipulation filed on October 27, 2005, in order to clarify the basis for the Court's public interest finding. As provided for in Section IV.D of the Stipulation filed on October 27, 2005 and which remains in effect, the amended proposed Final Judgment in the form attached hereto as Exhibit A replaces the proposed Final Judgment previously filed with the Court. Section XIV has been modified to read as follows:

The parties have complied with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16, including making copies available to the public of this Final Judgment, the Competitive Impact Statement, and any comments thereon and the United States' response to comments. Based upon the record before the Court, which includes the Competitive Impact Statement and any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest.

Therefore, it is hereby stipulated and agreed by and between the undersigned parties that a Final Judgment in the form attached hereto as Exhibit A shall replace the version attached to the Stipulation filed on October 27, 2005 and that Stipulation shall remain in full force and effect.

Dated: November 23, 2005

    Respectfully submitted,


FOR PLAINTIFF UNITED STATES



_______________/s/________________
Laury E. Bobbish
Assistant Chief, Telecommunications &
Media Enforcement Section


_______________/s/________________
Lawrence M. Frankel (D.C. Bar No. 441532)
Attorney, 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

FOR DEFENDANT
VERIZON COMMUNICATIONS INC.


_______________/s/________________
John Thorne (D.C. Bar No. 421351)
Verizon Communications Inc.
1515 North Courthouse Road
Arlington, Virginia 22201

FOR DEFENDANT MCI, INC.


_______________/s/________________
Paul M. Eskildsen (D.C. Bar No. 337790)
MCI, Inc.
22001 Loudoun County Parkway
Ashburn, Virginia 20147