Letter of Agency-Indiana

February 21, 2003

Letter of Agency-Indiana

To Whom It May Concern:

Southwestern Bell Communications Services, Inc. d/b/a SBC Long Distance hereby authorizes Indiana Bell Telephone Company, Incorporated d/b/a SBC Indiana to act on SBC Long Distance’s behalf to negotiate and execute agreements with qualified independent sales representatives (Outbound Telemarketing and/or Authorized Distributors). These agreements will be for the marketing and selling of SBC Long Distance’s business and consumer services, either on a stand-alone basis and/or in association with other services provided by SBC Indiana or an affiliated company. SBC Indiana will ensure that all such agreements require the independent sales representatives to comply with the applicable laws and regulations associated with SBC Long Distance’s business and consumer services, including, but not limited to, selling the services consistent with the applicable tariffs and the CPNI rules.

In addition, SBC Long Distance hereby grants SBC Indiana the authority to compute, pay, and manage SBC Long Distance’s compensation to such independent sales representatives in accordance with the SBC Ameritech 2002 Authorized Distributor Commission and Compensation Guide and Agreements No. 02022882 and No. 02022883 for Telemarketing Services. Long Distance shall reimburse and compensate SBC Indiana for payments made to such independent sales representatives on its behalf.

In no event shall the independent sales representative be granted authority to bind SBC Long Distance in contract or otherwise. Furthermore, these independent sales representatives shall not be agents of SBC Long Distance or SBC Indiana.

From time to time SBC Long Distance shall need and request information and material concerning such independent sales representatives performing services on SBC Long Distance’s behalf, or SBC Indiana negotiating, executing or implementing such agreements on SBC Long Distance’s behalf. Any such information or material sent to SBC Long Distance shall be limited to information and material relating to the marketing and sales by independent sales representatives of SBC Long Distance’s business and consumer services. Such information should be sent to SBC Long Distance a the following address: Southwestern Bell Communications Services, Inc. d/b/a SBC Long Distance, 5850 W. Las Positas Blvd., Pleasanton, CA 94588, Attention: Executive Director – Business Marketing.

Southwestern Bell Communications Services, Inc.

d/b/a SBC Long Distance

Signed by:______

William McCracken

Title:VP – Chief Financial Officer

PROPRIETARY INFORMATION

Not for use or disclosure outside of

SBC Long Distance except under written agreement.