SECTION

1. General

2. End User Bill

3. Live Treatment And Collection

4. USWLD Notification of Denial

5. Payment Allocation

6. Administration Of USWLD's End User Deposits

7. Disposition Of USWLD's Deposits

8. Final Treatment And Collections

9. USWLD End User Disputed Billed Amounts Without Limited Inquiry

10. USWLD End User Disputed Billed Amounts With Limited Inquiry

11. Bankruptcy

12. Political Accounts

Section 1. GENERAL

1. This Exhibit E sets forth a general overview of treatment and collection activities performed by USWC on behalf of USWLD's End Users. Notwithstanding Section XXI of this Agreement, USWC may modify the operational procedures described in this Exhibit E upon thirty (30) day's written notice to USWLD. Any modification to such procedures will be intended to improve results. All changes required by regulatory authorities will be made in accordance with the rulings of the regulatory authority.

Section 2. END USER BILL

1. The End User bill will indicate the previous balance and the total amount owing at the account level.

2. The End User bill will identify a "pay by date" for payment of total amount owing on an account level.

Section 3. LIVE TREATMENT AND COLLECTION

1. Live treatment decision criteria for a given End User account is the same for all interexchange carrier customers, regardless of the restriction capabilities - Entity Specific Denial, Full Toll Denial, Full Service Denial, as those terms are described in this Section. End User accounts will be considered treatable when the Remove from Treatment Amount ("RTA") has been exceeded. The RTA shall vary dependent upon End User customer risk or non-risk credit classification as determined by USWC.

2. Treatment and denial activity is dependent upon the regulatory requirements of each state and technical capabilities. Subsections 3.3 through 3.5 describe the different kinds of treatment and denial activities used within USWC.

3. Entity Specific Treatment
   1. Entity Specific Treatment is initiated when individual entity charges exceed the entity RTA.

   2. Entity Specific Treatment shall be used for USWLD's End User accounts served out of Central Offices that have the technology to deny on an individual carrier basis and where approved by state regulatory rules.

   3. A Deny Notice is generated to the End User when an entity(s) RTA has been exceeded on a given End User account. All entities will be displayed on the same Deny Notice and only one Deny Notice is issued to an End User in a billing month.
   1. Entity Specific Denial
      1. USWC shall follow its Treatment and Collection procedures up to and including denial activity. When an account reaches a denial status USWC will: i) Block LIDB; ii) Send notification to USWLD of denial activity.

      2. When an End User account has been denied, USWC shall continue treatment on USWLD's portion of the account. Treatment will include issuing entity final bills and performing the associated collection functions.

      3. USWC will notify USWLD that service to the End User has been restored after the account is made current and secured as appropriate.

4. Group Treatment
   1. Group Treatment is initiated when a group of comparable carrier charges exceeds the group RTA.

   2. Group Treatment shall be used for USWLD's End User accounts where approved by state regulatory rules and where technically feasible.

   3. USWLD cannot elect to be exempt from Group Treatment.

   4. A Deny Notice is generated to the End User when group RTA criteria has been exceeded on a given End User account. All entities will be displayed on the same Deny Notice and only one Deny Notice is issued to an End User in a billing month.
   1. Full Toll Denial
      1. Full Toll Denial is the restriction of direct dialed and LIDB validated alternate billed access to all carrier networks without restricting access to the local network.

      2. USWC will block via Full Toll Denial on behalf of USWLD where approved by state regulatory rules and where technically feasible.

      3. USWC will notify USWLD that service to the End User has been restored after the account is made current and secured as appropriate.

5. Account Level Treatment
   1. Account Level Treatment is initiated when total account charges exceed account RTA.

   2. USWC shall utilize Account Level Treatment on behalf of USWLD in those Central Offices where Entity Specific Denial or Group Treatment is not available.

   3. A Deny Notice is generated to the End User when the account level RTA has been exceeded on a given End User. The Deny Notice identifies the total amount owing for the account.

   1. Full Service Denial
      1. Full Service Denial is the restriction of access to all telephone network services when the combined charges for all entities, including local service charges, are not paid.

      2. USWC shall block via Full Service on behalf of USWLD unless prohibited by state regulatory rules.

      3. USWC will perform denial functions which will prevent the End User from accessing the USWLD network. Denial functions include, but are not limited to, blocking network access.

      4. USWC will notify USWLD that service to the End User has been restored after the account is made current and secured as appropriate.

Section 4. CUSTOMER NOTIFICATION OF DENIAL

1. USWC will use best efforts to notify USWLD via CARE or other mutually agreed upon medium that an End User should be denied. USWLD will again be notified via CARE, or other mutually agreed upon medium when the End User's account is restored.

Section 5. PAYMENT ALLOCATION

1. End Users shall have the right to direct application of payments to specific entity amounts due. In the absence of such End User payment designation, USWC shall apply payments to the receivables using a pro rata method or in accordance with state regulatory rules as described in Section 5.2 below. This pro rata is based on the percentage owing for each entity receivable to the total amount owing on the account. The percentage established for each entity shall be used as the percentage of the payment applied to each entity receivable.

2. In the event state regulatory rules direct USWC to use another method for designating End User payments, USWLD understands and agrees that USWC shall comply with such regulatory direction.

3. End Users shall be advised of their payment direction rights and of the default payment allocation method.

Section 6. ADMINISTRATION OF CUSTOMER'S RESIDENCE AND BUSINESS END USER DEPOSITS

1. USWC may collect a deposit on new and existing USWLD End User accounts based on known or unknown credit risk, consistent with state regulatory rules.

2. USWC may request a deposit on existing USWLD End User accounts when an account has been Entity Specific, Full Toll or Full Service Denied for non-payment of account charges.
   1. If, on an existing account, USWC determines the USWLD deposit is not sufficient, USWC may negotiate for a larger deposit on behalf of USWLD.

   2. Deposits may be waived if, in the judgment of USWC personnel, such allowance should be given. Service may be restored without deposit when, in the judgment of USWC personnel, such allowance should be given.

Section 7. DISPOSITION OF CUSTOMER'S DEPOSITS

1. Deposits negotiated and secured by USWC, on behalf of USWLD, will be maintained in the event of unpaid USWLD charges. USWC will return and refund USWLD's deposit to the End User using the same criteria it uses for all other customers of billing and collection services.

2. Deposits that are retained by USWC accumulate simple interest or at state regulatory commission prescribed interest rates. At the time of USWLD or total account disconnection, or such time as the End User has reestablished credit, USWC will apply the deposit (including interest) to USWLD's portion of the End User bill.

Section 8. FINAL TREATMENT AND COLLECTIONS

1. All final treatment is mechanized and each entity or account that is finaled will be treated until the entity or account final bill is paid or written off. Once an entity or an account is finaled, USWC will continue to attempt to collect. USWC may refer any entity or final bill to an outside collection agency for collection action.

2. Payments received after an entity or account is disconnected will be allocated as described in Section 5 of this Exhibit.

Section 9. CUSTOMER END USER DISPUTE HANDLING WITHOUT LIMITED INQUIRY SERVICE

1. A dispute is an unresolved claim whereby an End User refuses to pay a specific USWLD charge(s).

2. The following dispute procedures shall apply when USWLD does not purchase Limited Inquiry Service.
   1. When an End User contacts USWC disputing USWLD charge(s) on the shared bill, USWC will refer the End User to USWLD. If the End User refuses to contact USWLD or has already contacted USWLD but does not consider the dispute resolved, USWC will notify USWLD via the Carrier Memorandum process. USWC will identify the End User, the charge(s) in question, the nature of the dispute and the call detail. This information is sent to USWLD as an initial notification. USWLD shall contact the End User, resolve the dispute and will respond to USWC with a detailed disposition of the dispute via the EC Memorandum within thirty (30) calendar days.

   2. Subsequent to day thirty-one (31), USWC will check the End User account and:
      1. If USWLD has made an Adjustment, USWC considers the charge(s) in question to be resolved.

      2. If USWLD sustained the disputed charge(s), USWLD will send USWC an EC Memorandum indicating the charge(s) has been sustained and any other pertinent information. USWC will continue to pursue collection action. If the End User continues to refuse to pay the USWLD sustained charge(s), USWC will issue a Refusal to Pay adjustment to the End User's account. The End User will be advised that the charge(s) are not forgiven and that USWLD has the right to block the End User's access to the USWLD network or pursue other collection activity.

      3. If USWLD has not made an adjustment or sustained the charge(s), USWC will issue the adjustment on the End Users account.

3. In the case of obvious fraud or abuse by the End User involving the dispute process, USWC reserves the right to refuse to adjust the charge(s) and to treat the End User on an individual case basis, up to and including denial.

Section 10. CUSTOMER END USER DISPUTE HANDLING WITH LIMITED INQUIRY

1. A dispute is an unresolved claim whereby an End User refuses to pay a specific USWLD charge(s) and USWC cannot resolve the dispute.

2. The following procedures shall apply when USWLD purchases Limited Inquiry Service as described in Exhibit B. Section II.
   1. When an End User contacts USWC disputing USWLD charge(s) on the shared bill, USWC will make every attempt to sustain the charge(s). If the End User refuses to pay for the charge(s), USWC will adjust the charge(s) as a Refusal to Pay. The thirty (30) day dispute Carrier Memorandum process does not apply. The End User will be advised that the charge(s) may not be forgiven and that USWLD has the right to block the End User's access to the USWLD network or pursue other collection activity.

   2. In the event an End User disputes a portion of the USWLD charge(s), i.e., a discount amount, USWC may negotiate a partial adjustment amount on behalf of USWLD.

3. In the case of obvious fraud or abuse by the End User involving the dispute process, USWC reserves the right to refuse to adjust the charge(s) and to treat the End User on an individual case basis, up to and including denial.

1. In the event an End User files bankruptcy, USWC will file proofs of claim and amended proofs of claim, on behalf of USWLD, when in USWC's discretion the filing of a proof of a claim is likely to result in the claim being paid.

2. USWC shall not represent USWLD in any hearings, creditors' committee meetings or other court matters regarding the filed proofs of claim.

Section 12. POLITICAL ACCOUNTS

1. USWC shall require security on all political accounts billed by USWC on behalf of USWLD.

2. When USWLD's portion of a given political account receivable is considered uncollectible, it shall be subject to final bill recourse.

3. USWLD shall be responsible for filing reports, as required by the FCC, regarding security on USWLD's political accounts.

4. USWC shall not represent USWLD in any court or agency matter.

1. General

2. Exclusions

3. Definitions

4 Performance Based Pricing Plan

Section 1. General

1. The parties desire to control the amount of uncollectible bad debt on USWLD's End User accounts for which USWC bills and collects. Furthermore, the parties desire to implement a schedule of Message Ready bill rendering rates based on the level of USWC's performance of collection activities for USWLD End User accounts (hereinafter referred to as the "Performance Based Pricing Plan").

2. USWLD reserves the right to conduct an Audit pursuant to Section IX of the B&C Agreement. However, USWLD shall not file revenue claims against USWC based on USWC's Business Office Collection Performance.

3. The Performance Based Pricing Plan is offered to USWLD in accordance with Section VII.C.1.

4. USWC will establish the Performance Based Pricing Plan on the commencement of USWLD's submitting 1+ traffic to USWC under USWLD's primary CIC for January, 1998 through December, 1999.

5. USWLD agrees that all new services implemented under the Performance Based Pricing Plan will be mutually agreed upon for inclusion in this Plan.

6. The Performance Based Pricing Plan applies only to USWLD messages in a USWC shared End User bill.

Section 2. Exclusions

1. The Performance Based Pricing Plan will exclude the following services:

   International Originated Collect Calls
   900 Services
   Pay-Per-Call
   Specialized Services & Products

Section 3. Definitions

Business Office Collection Performance

All treatment and collection activities (including systems that support treatment and collection activities), both manual and mechanized, performed by USWC on behalf of USWLD, commencing when the pay-by date is not met and continuing through the date at which the account is referred to an outside collection agency.

Plan Billed Revenues

End User Billed Revenues used in the settlement of the Performance Based Pricing Plan and consisting of USWLD's and Message Ready accounts receivables purchased by USWC.

Settlement Period

The time period covering Plan Billed Revenues associated with accounts receivable purchased by USWC from January 1st through December 31st annually for the term of the Agreement.

Section 4. Performance Based Pricing Plan

1. Scope:
   1. The Performance Based Pricing Plan will consist of USWLD Billed Revenue dollars purchased by USWC. USWLD understands that under this Exhibit F, Performance Based Pricing Plan, it may be eligible for a discounted/adjusted Bill Rendering rate.

   2. USWC will settle using the appropriate Bill Rendering rate when USWLD has met the billed revenue volume and performance described in Appendix 1 of this Exhibit.

   3. USWLD Billed Revenue received in each calendar year will be annualized to calculate the billed revenue volume. USWLD must meet or exceed the $250,000,000 level in End User Billed Revenue.

   4. The applicable bill rendering rate will apply for each month of the Plan Period and will appear on the USWLD B&C Invoice.

2. Responsibilities of the Parties:
   1. USWLD agrees that messages submitted to USWC for billing shall not be older than ninety (90) days.

   2. USWLD understands the Performance Based Pricing Plan shall apply only in those states where USWC has Full Toll Denial (FTD) or Selective Carrier Denial (SCD) capability or any other denial service offering to deny local service or access to USWLD's network for non-payment of USWLD services.

   3. In the event a legislative, regulatory, judicial order or activity limits USWC's ability to collect, USWLD and USWC will jointly assess the affect of such order or activity and will modify the Performance Based Pricing Plan within thirty (30) days of completion of the assessment.

   4. USWLD will not request that USWC waive a deposit on an End User account under this Performance Based Pricing Plan.

   5. USWLD understands that USWC reserves the right to terminate this Exhibit upon thirty (30) day's written notice to USWLD in the event USWC no longer offers Pricing Performance Plans. However, in no event shall this Exhibit F extend beyond December 31, 1999.

   6. This Performance Based Pricing Plan will be in effect only if USWLD is in compliance with the Principal Agreement and all Exhibits, Attachments, Supplements and Addenda thereto.

   7. When technically feasible, USWC will begin to reject USWLD's PIC change requests on accounts denied for non-payment of toll charges.

3. Formula for Calculation of Plan
   1. The net bad debt (NBD) percent will be determined by dividing the Actual Realized Uncollectibles for the Associated Settlement Period by the Settlement Period Billed Revenues as described in Exhibit D, Section 3, of the Agreement, less exclusions stated in Section 2 of this Exhibit F.

   2. The settlement amount will be determined by using the $0.42 bill rendering rate set forth in Appendix 1, Performance Pricing Plan Matrix, as the base rate. The calculation will be made annually as follows:

      The $0.42 rendering rate is subtracted from USWLD's actual performance level. The difference is multiplied by the number of bills rendered on the USWLD B&C Invoice to yield a settlement amount.

      If the settlement is a positive amount, USWC will make a credit adjustment to USLWD's B&C Invoice. If the settlement is a negative amount, USWLD will receive a debit adjustment on the B&C Invoice.

   3. USWC will notify USWLD in writing in the event Billed Revenue is not met during the Settlement Period. In such event, there will be no settlement amount due USWLD and the terms and conditions of this Agreement shall not apply for the Settlement Period.

4. Settlement
   1. The settlement calculation for the Performance Based Pricing Plan shall be separated from the PAR process as described in Exhibit D.

   2. Settlements shall occur each year on September 30th, beginning in 1999 and continuing throughout the year 2000, unless terminated earlier under terms and conditions set forth in Section XVII of the Principal Agreement and set forth in Section 4.2.5 above.

   3. In the event a settlement amount due either party is late, an interest rate will apply to the settlement amount in accordance with Section VII of the Agreement.

5. Settlement Report
   1. USWC will prepare on a monthly basis a tracking report by state. The report will be published monthly throughout the plan year identifying the NBD and Billed Revenue levels to support the Pricing Plan.

6. Termination of Performance Plan
   1. In the event USWC terminates this Exhibit F, USWC will calculate a settlement for Plan Billed Revenues through the month in which termination occurred. USWC will calculate a settlement as described in Section 4.5 above. Any remaining months will be settled within ninety (90) days after USWC determines the Realized Final Account Uncollectibles for such Plan Billed Revenues.