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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MINNESOTA


UNITED STATES OF AMERICA and    
STATE OF MINNESOTA,

                  Plaintiffs,

                  v.

ALLTEL CORPORATION and
MIDWEST WIRELESS HOLDINGS L.L.C.,   

                  Defendants.

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NOTICE OF LODGING OF
PROPOSED MODIFIED
FINAL JUDGMENT

Case No. 06-3631 (RHK/AJB)    

Plaintiff United States of America hereby notifies this Court that it is lodging herewith a proposed Modified Final Judgment that contains the terms of proposed settlement of all competitive issues arising from Verizon Communications Inc.'s proposed acquisition of defendant Alltel Corporation. This proposed acquisition would otherwise violate the Final Judgment in the above-captioned action. Plaintiff United States is lodging an electronic copy of the proposed Modified Final Judgment as an attachment to this Notice and will also send a courtesy hard copy to the Court.

Dated: __October 30, 2008 Respectfully submitted,


   
 FOR PLAINTIFF UNITED STATES
FRANK J. MAGILL, JR.
United States Attorney

Greg Brooker
Assistant U.S. Attorney
Attorney I.D. No. 166066
600 U.S. Courthouse
300 South Fourth Street
Minneapolis, MN 55415
(612) 664-5600
Facsimile: (612) 664-5788

__s/__Hillary B. Burchuk________
Hillary B. Burchuk
Lawrence M. Frankel
Jared A. Hughes
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