United States of America,                       Plaintiff,                   v. AT&T Corp. and      MediaOne Group, Inc.,                     Defendants.

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Civil No.: Filed:

The Court hereby enters this Stipulated Order, ordering and adjudging as follows:

(1) The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in this Court.

(2) A Final Judgment in the form hereto attached may be filed and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16, and without further notice to any party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with the Court and provided that Defendants have not abandoned their proposed merger and withdrawn their filing under the Hart-Scott-Rodino Antitrust Improvements Act, 15 U.S.C. § 18a.

(3) Defendants shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment by the Court, or until expiration of time for all appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an order of the Court.

(4) This Stipulated Order shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court.

(5) In the event plaintiff withdraws its consent or Defendants abandon their proposed merger and withdraw their filing under the Antitrust Procedures and Penalties Act, as provided in paragraph (2) above, or in the event that the Court declines to enter the proposed Final Judgment pursuant to this Stipulation, the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

(6) Defendants, having represented that the divestiture ordered in the proposed Final Judgment can and will be made, will not raise claims of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained therein.

The undersigned parties hereby stipulate to the entry of this Stipulated Order.

FOR PLAINTIFF UNITED STATES OF AMERICA:

Joel I. Klein Assistant Attorney General A. Douglas Melamed Principal Deputy Assistant Attorney General Constance K. Robinson Director of Operations and Merger Enforcement

Donald J. Russell Chief, Telecommunications Task Force Laury Bobbish Assistant Chief, Telecommunications Task Force _______________/s/________________ Claude F. Scott, Jr. D.C. Bar No. 414960 Lawrence M. Frankel D.C. Bar No. 441532 Attorneys Telecommunications Task Force U.S. Department of Justice Antitrust Division 1401 H Street, N.W. Suite 8000 Washington, D.C. 20530 (202) 514-5621

FOR DEFENDANT AT&T CORP.

_______________/s/________________ Mark C. Rosenblum Larry J. Lafaro AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 (908) 221-2000 Ilene K. Gotts Wachtell, Lipton, Rosen & Katz 51 West 52nd Stdreet New York, New York 10019

David W. Carpenter D.C. Bar No. 306084 David L. Lawson Sidley & Austin Bank One Plaza Chicago, IL 60603 (312) 853-7237

FOR DEFENDANT MEDIAONE GROUP, INC.

_______________/s/________________
Sean C. Lindsay
MediaOne Group, Inc.
188 Inverness Drive West
Suite 600
Englewood, CO 80112
(303) 858-3507

STIPULATED ORDER APPROVED FOR FILING Done this ____ day of May, 2000 _______________________________ United States District Judge