Federal Communications Commission DA 08-2109
Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matters of
Petition of Qwest Corporation for Forbearance 
Pursuant to 47 U.S.C. § 160(c) in the Omaha 
Metropolitan Statistical Area
Petition of ACS of Anchorage, Inc. Pursuant to 
Section 10 of the Communications Act of 1934, as 
Amended, for Forbearance from Sections 251(c)(3) 
and 252(d)(1) in the Anchorage Study Area
Petition of ACS of Anchorage, Inc. Pursuant to 
Section 10 of the Communications Act of 1934, as 
Amended (47 U.S.C. § 160(c)), for Forbearance 
from Certain Dominant Carrier Regulation of Its 
Interstate Access Services, and for Forbearance 
from Title II Regulation of Its Broadband Services, 
in the Anchorage, Alaska, Incumbent Local 
Exchange Carrier Study Area
Petitions of the Verizon Telephone Companies for 
Forbearance Pursuant to 47 U.S.C. § 160(c) in the 
Boston, New York, Philadelphia, Pittsburgh, 
Providence and Virginia Beach Metropolitan 
Statistical Areas
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WC Docket No. 04-223
WC Docket No. 05-281
WC Docket No. 06-109
WC Docket No. 06-172
MEMORANDUM OPINION AND MODIFIED PROTECTIVE ORDERS
Adopted:  September 17, 2008 Released:  September 17, 2008
By the Deputy Chief, Wireline Competition Bureau:
I. INTRODUCTION
1. On August 27, 2008, Qwest Corporation (Qwest) filed a motion1 requesting modification of 
the protective orders adopted in the Qwest Omaha forbearance proceeding, the ACS forbearance 
  
1 Qwest’s Emergency Motion to Modify Protective Orders, WC Docket Nos. 07-97, 04-223, 05-281, 06-109, 06-172 
(filed Aug. 27, 2008) (Qwest’s Motion to Modify Forbearance Protective Orders).
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proceedings, and the Verizon 6 Metropolitan Statistical Area (MSA) forbearance proceeding.2 In 
particular, Qwest seeks to be able to access and use the confidential and highly confidential information 
included in the Commission’s non-redacted versions of the Qwest Omaha Forbearance Order, ACS UNE 
Forbearance Order, ACS Dominance Forbearance Order (jointly, ACS Forbearance Orders), and the 
Verizon 6 MSA Forbearance Order3 in its judicial appeal of the Qwest 4 MSA Forbearance Order.4 For 
the reasons described below, we grant Qwest’s request.  
  
2 Petition of Qwest Corporation for Forbearance Pursuant to 47 U.S.C. § 160(c) in the Omaha Metropolitan 
Statistical Area, WC Docket No. 04-223, Protective Order, 19 FCC Rcd 11377 (WCB 2004) (Qwest Omaha 
Protective Order); Petition of ACS of Anchorage, Inc. Pursuant to Section 10 of the Communications Act of 1934, as 
Amended, for Forbearance from Sections 251(c)(3) and 252(d)(1) in the Anchorage LEC Study Area, WC Docket 
No. 05-281, Protective Order, 20 FCC Rcd 16310 (WCB 2005) (ACS UNE Protective Order); Petition of ACS of 
Anchorage, Inc. Pursuant to Section 10 of the Communications Act of 1934, as Amended (47 U.S.C. § 160(c)), for 
Forbearance from Certain Dominant Carrier Regulation of Its Interstate Access Services, and for Forbearance from 
Title II Regulation of Its Broadband Services, in the Anchorage, Alaska, Incumbent Local Exchange Carrier Study 
Area, WC Docket No. 06-109, Protective Order, 21 FCC Rcd 6560 (WCB 2006) (ACS Dominance Protective 
Order); Petitions of the Verizon Telephone Companies for Forbearance Pursuant to 47 U.S.C. § 160(c) in the 
Boston, New York, Philadelphia, Pittsburgh, Providence and Virginia Beach Metropolitan Statistical Areas, WC 
Docket No. 06-172, Order, 21 FCC Rcd 10177 (WCB 2006) (Verizon 6 MSA First Protective Order); Petitions of 
the Verizon Telephone Companies for Forbearance Pursuant to 47 U.S.C. § 160(c) in the Boston, New York, 
Philadelphia, Pittsburgh, Providence, and Virginia Beach Metropolitan Statistical Areas, WC Docket No. 06-172, 
Order, 22 FCC Rcd 892 (WCB 2007) (Verizon 6 MSA Second Protective Order).
3 Petition of Qwest Corporation for Forbearance Pursuant to 47 U.S.C. § 160(c) in the Omaha Metropolitan 
Statistical Area, WC Docket No. 04-223, Memorandum Opinion and Order, 20 FCC Rcd 19415 (2005) (Qwest 
Omaha Forbearance Order), aff’d, Qwest Corp. v. FCC, 482 F.3d 471 (D.C. Cir. 2007); Petition of ACS of 
Anchorage, Inc. Pursuant to Section 10 of the Communications Act of 1934, as Amended, for Forbearance from 
Sections 251(c)(3) and 252(d)(1) in the Anchorage Study Area, WC Docket No. 05-281, Memorandum Opinion and 
Order, 22 FCC Rcd 1958 (2007) (ACS UNE Forbearance Order), appeals dismissed, Covad Communications 
Group, Inc. v. FCC, Nos. 07-70898, 07-71076, 07-71222 (9th Cir. 2007) (dismissing appeals for lack of standing); 
Petition of ACS of Anchorage, Inc. Pursuant to Section 10 of the Communications Act of 1934, as Amended (47 
U.S.C. § 160(c)), for Forbearance from Certain Dominant Carrier Regulation of Its Interstate Access Services, and 
for Forbearance from Title II Regulation of Its Broadband Services, in the Anchorage, Alaska, Incumbent Local 
Exchange Carrier Study Area, WC Docket No. 06-109, Memorandum Opinion and Order, 22 FCC Rcd 16304 
(2007) (ACS Dominance Forbearance Order), pets. for recon. pending; Petitions of Verizon Telephone Companies 
for Forbearance Pursuant to 47 U.S.C. § 160 in the Boston, New York, Philadelphia, Pittsburgh, Providence, and 
Virginia Beach Metropolitan Statistical Areas, WC Docket No. 06-172, Memorandum Opinion and Order, 22 FCC 
Rcd 21293 (2007) (Verizon 6 MSA Forbearance Order), pet. for review pending, No. 08-1012 (D.C. Cir. filed Jan. 
14, 2008).   
4 Petitions of Qwest Corporation for Forbearance Pursuant to 47 U.S.C. § 160(c) in the Denver, Minneapolis-St. Paul, 
Phoenix, and Seattle Metropolitan Statistical Areas, WC Docket No. 07-97, Memorandum Opinion and Order, FCC 
08-174 (rel. July 25, 2008) (Qwest 4 MSA Forbearance Order), pet. for review pending, No. 08-1257 (D.C. Cir. filed 
July 29, 2008).  
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II. BACKGROUND
2. On April 27, 2007, Qwest filed four petitions seeking certain forbearance relief in specific 
areas in the Denver, Minneapolis-St. Paul, Phoenix and Seattle MSAs.5 On July 25, 2008, the 
Commission released an order concluding that the record evidence did not satisfy the section 10 
forbearance standard with respect to any of the forbearance Qwest requested, and, accordingly, the 
Commission denied the requested relief in the four MSAs.6 On July 29, 2008, Qwest filed its appeal of 
the Qwest 4 MSA Forbearance Order in the United States Court of Appeals for the District of Columbia 
Circuit (D.C. Circuit).7
3. The Qwest 4 MSA Forbearance Order relies in part on Commission precedent, including the 
Qwest Omaha Forbearance Order, both ACS Forbearance Orders, and the Verizon 6 MSA Forbearance 
Order.8 All of these orders are based, in part, on factual findings the Commission made in reliance on 
confidential and/or highly confidential information parties had submitted pursuant to the applicable 
protective orders in these proceedings.  Consequently, the nonredacted version of each forbearance order 
discloses some of the confidential or highly confidential information in these records.  Each protective 
order limits the use of confidential or highly confidential information in the record to that proceeding and 
any judicial proceeding arising therefrom.9 Each protective order further provides that its terms do not 
terminate at the conclusion of the relevant proceeding.10  
4. As noted above, on August 27, 2008, Qwest filed a motion requesting modification of the 
protective orders adopted in the Qwest Omaha forbearance proceeding, the ACS forbearance proceedings, 
  
5 See, e.g., Qwest 4 MSA Forbearance Order at para. 1.  Specifically, Qwest sought forbearance in the 4 MSAs from 
loop and transport unbundling obligations pursuant to sections 251(c) and 271(c)(2)(B)(ii).  Id.  For mass market and 
enterprise services, Qwest also sought forbearance from Part 61 dominant carrier tariffing requirements; Part 61 
price cap regulations; dominant carrier requirements arising under section 214 of the Act and Part 63 of the 
Commission’s rules concerning the processes for acquiring lines, discontinuing services, and assignments or 
transfers of control, and for certain of Qwest’s services, Computer III requirements including comparably efficient 
interconnection (CEI) and open network architecture (ONA) requirements.  Id.
6 Id. 
7 See supra note 4.  
8 See, e.g., Qwest 4 MSA Forbearance Order at para. 13 (“The Commission previously has evaluated requests for 
relief similar to that sought by Qwest in the Qwest Omaha Forbearance Order, the ACS UNE Forbearance Order, 
the ACS Dominance Forbearance Order, and the Verizon 6 MSA Forbearance Order, and the analytical framework 
established in that precedent guides our actions here.”).  
9 See Qwest Omaha Protective Order, 19 FCC Rcd at 11379, para. 7 (precluding use of confidential information “for 
any other purpose, including business, governmental, commercial, or other administrative or judicial proceedings”); 
ACS UNE Protective Order, 20 FCC Rcd at 16311, para. 7; ACS Dominance Protective Order, 21 FCC Rcd at 6561, 
para. 7; Verizon 6 MSA First Protective Order, 21 FCC Rcd at 10179, para. 7; Verizon 6 MSA Second Protective 
Order, 22 FCC Rcd at 895, para. 6.
10 See Qwest Omaha Protective Order, 19 FCC Rcd at 11379, para. 11 (“The provisions of this order shall not 
terminate at the conclusion of this proceeding.”); ACS UNE Protective Order, 20 FCC Rcd at 16312, para. 11 
(same); ACS Dominance Protective Order, 21 FCC Rcd at 6562, para. 11 (same); Verizon 6 MSA First Protective 
Order, 21 FCC Rcd at 10179, para. 11 (same); Verizon 6 MSA Second Protective Order, 22 FCC Rcd at 898, para. 
20 (same).
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and the Verizon 6 MSA forbearance proceeding.11 Qwest seeks to be able to access and use the 
confidential and highly confidential information included in the Commission’s non-redacted versions of 
the Qwest Omaha Forbearance Order, the ACS Forbearance Orders, and the Verizon 6 MSA 
Forbearance Order in its judicial appeal of the Qwest 4 MSA Forbearance Order.  Specifically, Qwest 
requests permission:  (i) for its outside appellate and in-house counsel to obtain and review copies of the 
complete, unredacted versions of the Qwest Omaha Forbearance Order, the ACS UNE Forbearance 
Order, and the ACS Dominance Forbearance Order; (ii) for its outside appellate counsel to obtain and 
review copies of the of the complete, unredacted versions of the Verizon 6 MSA Forbearance Order; (iii) 
to provide the D.C. Circuit with copies of those four unredacted orders; and (iv) to refer to, and quote 
from, those unredacted orders in Qwest’s D.C. Circuit filing.12 Qwest states that it would file under seal 
the Commission’s orders and any briefs or other submissions containing confidential or highly 
confidential information, and Qwest will not serve the unredacted version of such documents on any party 
that has not signed the relevant protective orders as modified by the Commission.13  
5. Finally, we note that the Wireline Competition Bureau, on February 8, 200814 and August 4, 
2008,15 granted the same type of relief Qwest is requesting here to Verizon Telephone Companies 
(Verizon) for purposes of Verizon’s judicial appeal of the Verizon 6 MSA Forbearance Order.  On 
January 17, 2008, Verizon filed a motion requesting modification of the protective order adopted in the 
Qwest Omaha forbearance proceeding.16 In particular, Verizon sought to use the confidential portions of 
the non-redacted version of the Qwest Omaha Forbearance Order in its judicial appeal of the Verizon 6 
MSA Forbearance Order.  On February 8, 2008, with the consent of the parties whose confidential 
information was at issue, the Wireline Competition Bureau modified the protective order in the Qwest 
Omaha.17 Based on a request filed in the record, the Bureau also modified the protective orders in the 
  
11 Qwest’s Motion to Modify Forbearance Protective Orders at 2.  The Qwest Omaha Protective Order states that 
“[n]othing in this order shall prevent any party or other person from seeking modification of this order.”  Qwest 
Omaha Protective Order, 19 FCC Rcd at 11379, para. 12; see also ACS UNE Protective Order, 20 FCC Rcd at 
16312, para. 11 (same); ACS Dominance Protective Order, 21 FCC Rcd at 6562, para. 12; Verizon 6 MSA First 
Protective Order, 21 FCC Rcd at 10179, para. 12 (same).  
12 Qwest’s Motion to Modify Forbearance Protective Orders at 2-3.
13 Id. at 5.
14 Petition of Qwest Corporation for Forbearance Pursuant to 47 U.S.C. § 160(c) in the Omaha Metropolitan 
Statistical Area; Petition of ACS of Anchorage, Inc. Pursuant to Section 10 of the Communications Act of 1934, as 
Amended, for Forbearance from Sections 251(c)(3) and 252(d)(1) in the Anchorage Study Area; Petition of ACS of 
Anchorage, Inc. Pursuant to Section 10 of the Communications Act of 1934, as Amended (47 U.S.C. § 160(c)), for 
Forbearance from Certain Dominant Carrier Regulation of Its Interstate Access Services, and for Forbearance from 
Title II Regulation of Its Broadband Services, in the Anchorage, Alaska, Incumbent Local Exchange Carrier Study 
Area, WC Docket Nos. 04-223, 05-281, 06-109, Memorandum Opinion and Order and Modified Protective Orders, 
23 FCC Rcd 1716 (WCB 2008) (First Modification Order).  
15 Petitions of Qwest Corporation for Forbearance Pursuant to 47 U.S.C. § 160(c) in the Denver, Minneapolis-St. 
Paul, Phoenix, and Seattle Metropolitan Statistical Areas, WC Docket No. 07-97, Memorandum Opinion and Order 
and Modified Protective Orders, DA 08-1841 (WCB rel. Aug. 4, 2008) (Second Modification Order).
16 Letter from Brendan J. Crimmins, Counsel for Verizon, to Marlene H. Dortch, Secretary, FCC, WC Docket Nos. 
04-223 & 06-172 (filed Jan. 17, 2008).
17 First Modification Order, 23 FCC Rcd at 1718-19, para. 5.
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ACS forbearance proceedings to allow access and use of the confidential portions of the non-redacted 
version of these orders in the judicial appeal of the Verizon 6 MSA Forbearance Order.18 On July 30, 
2008, Verizon filed a second motion requesting modification of the First and Second protective orders 
adopted in the Qwest 4 MSA forbearance proceeding.19 On August 4, 2008, with the consent of the 
parties whose confidential information was at issue, the Wireline Competition Bureau modified the 
protective orders in the Qwest 4 MSA proceeding to allow access and use of the confidential portions of 
the non-redacted version of these orders in the judicial appeal of the Verizon 6 MSA Forbearance Order.20  
III. DISCUSSION
6. Similar to the First Modification Order and Second Modification Order, we conclude that 
modifying the Qwest Omaha Protective Order, the ACS UNE Protective Order, the ACS Dominance 
Protective Order, and the Verizon 6 MSA Second Protective Order21 for purposes of the judicial appeal of 
the Qwest 4 MSA Forbearance Order is in the public interest.  Therefore, we modify these protective 
orders to permit limited access to and disclosure and use of the unredacted versions of these orders solely 
for purposes of the judicial appeal of the Qwest 4 MSA Forbearance Order.  The portions of the Qwest 
Omaha Forbearance Order, the ACS Forbearance Orders, and the Verizon 6 MSA Forbearance Order 
subject to redaction disclose information regarding various parties that was designated as confidential or 
highly confidential pursuant to the protective orders in each proceeding.  Each of these entities has 
consented to modifying the protective orders in the manner adopted here.22 Therefore, in light of the 
consent of the affected parties, we modify the Qwest Omaha Protective Order, the ACS UNE Protective 
Order, the ACS Dominance Protective Order, and the Verizon 6 MSA Second Protective Order
accordingly.23 We emphasize that these modifications permit limited access to and disclosure and use of 
the unredacted version of the Qwest Omaha Forbearance Order, the ACS Forbearance Orders, and the 
Verizon 6 MSA Forbearance Order solely for the pending appeal of the Qwest 4 MSA Forbearance Order
before the D.C. Circuit and not future judicial or regulatory proceedings.  
  
18 First Modification Order, 23 FCC Rcd at 1718, para. 4.
19 See Verizon’s Emergency Motion to Modify Protective Order, WC Docket Nos. 07-97, 06-172 (filed July 30, 
2008).  
20 See Second Modification Order at para. 6.  The nonredacted version of the Qwest 4 MSA Forbearance Order
contains both confidential information and highly confidential information.  Compare, e.g., Qwest 4 MSA 
Forbearance Order para. 36 n.134 (setting forth highly confidential information) with id. at para. 36 n.135 (setting 
forth confidential information). 
21 Because the nonredacted version of the Verizon 6 MSA Forbearance Order contains highly confidential 
information subject to the Verizon 6 MSA Second Protective Order, but no confidential information subject to the 
Verizon 6 MSA First Protective Order, we find no reason to modify the Verizon 6 MSA First Protective Order.  See 
Verizon 6 MSA Forbearance Order, 22 FCC Rcd at 21308, 21314, paras. 27 & 37 n.116 (redacting highly 
confidential information).
22 See Qwest’s Motion to Modify Forbearance Protective Orders at 5-6; Letter from Heather M. Zachary, Counsel 
for Qwest, to Marlene H. Dortch, Secretary, FCC, WC Docket Nos. 07-97, 04-223, 05-281, 06-109, 06-172 at 2-3 
(filed Sept. 3, 2008); Letter from Heather Zachary, Counsel for Qwest, to Marlene H. Dortch, Secretary, FCC, WC 
Docket Nos. 07-97, 04-223, 05-281, 06-109, 06-172 at 1 (filed Sept. 5, 2008).
23 No party has opposed permitting Qwest to use such confidential information and highly confidential information 
in its appeal of the Qwest 4 MSA Forbearance Order.  
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7. Furthermore, consistent with the First Modification Order and the Second Modification 
Order, we find that all litigants participating in the appeal of the Qwest 4 MSA Forbearance Order should 
have the same rights as Qwest and/or its outside counsel regarding the unredacted version of the Qwest 
Omaha Forbearance Order, the ACS Forbearance Orders, and the Verizon 6 MSA Forbearance Order.24  
By litigants, we mean those parties who are named petitioners or intervenors and their in-house and 
outside appellate counsel, to the extent such individuals are otherwise entitled to access the nonredacted 
versions of these orders under the applicable protective orders.  We believe the limited modification of 
the protective orders in each of these proceedings we adopt here will ensure that all parties involved in the 
appeal will have access to the same precedent to support their arguments before the D.C. Circuit.  We 
emphasize that the terms of the modified protective orders set forth as appendices will govern access to 
and use of the nonredacted Qwest Omaha Forbearance Order, the ACS Forbearance Orders, and Verizon 
6 MSA Forbearance Order.  
8. Accordingly, IT IS ORDERED, pursuant to Sections 4(i), 4(j) and 10 of the Communications 
Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j) and 160, and section 0.291 of the Commission’s rules, 
47 C.F.R. § 0.291, that the Modified Protective Order in WC Docket No. 04-223 IS ADOPTED, effective 
upon its release.
9. IT IS FURTHER ORDERED, pursuant to Sections 4(i), 4(j) and 10 of the Communications Act 
of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j) and 160, and section 0.291 of the Commission’s rules, 47 
C.F.R. § 0.291, that the Modified Protective Order in WC Docket No. 05-281 IS ADOPTED, effective upon 
its release.
10. IT IS FURTHER ORDERED, pursuant to Sections 4(i), 4(j) and 10 of the Communications Act 
of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j) and 160, and section 0.291 of the Commission’s rules, 47 
C.F.R. § 0.291, that the Modified Protective Order in WC Docket No. 06-109 IS ADOPTED, effective upon 
its release.
  
24 First Modification Order, 23 FCC Rcd at 1718, para. 6; Second Modification Order at para. 8.  As in the First 
Modification Order, we modify the protective orders in the Qwest Omaha and ACS forbearance proceedings to 
allow access by the litigants and their outside appellate and in-house counsel.  In the Verizon 6 MSA proceeding, 
however, both a first- and second-level protective order were adopted.  Qwest requests “for its outside appellate 
counsel to obtain and review copies of the of the complete, unredacted versions of the Verizon 6 MSA Forbearance 
Order.”  See Qwest’s Motion to Modify Forbearance Protective Orders at 2.  As stated above, the nonredacted 
version of the Verizon 6 MSA Order contains highly confidential information subject to the Verizon 6 MSA Second 
Protective Order, but does not contain any confidential information subject to the Verizon 6 MSA First Protective 
Order.  See supra note 21.  Because in-house counsel are not permitted to access highly confidential information 
under the Verizon 6 MSA Second Protective Order, for purposes of the present appeal, comparable to the approach 
adopted in the Second Modification Order, we limit access to the highly confidential version of the Verizon 6 MSA 
Order to outside counsel only.  See Verizon 6 MSA Second Protective Order, 23 FCC Rcd at 895, para. 8  
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11. IT IS FURTHER ORDERED, pursuant to Sections 4(i), 4(j) and 10 of the Communications Act 
of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j) and 160, and section 0.291 of the Commission’s rules, 47 
C.F.R. § 0.291, that the Modified Second Protective Order in WC Docket No. 06-172 IS ADOPTED, 
effective upon its release.
FEDERAL COMMUNICATIONS COMMISSION
Julie A. Veach
Deputy Chief, Wireline Competition Bureau
Federal Communications Commission DA 08-2109
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APPENDIX A
Modified Protective Order in WC Docket No. 04-223
1. Documents submitted to the Commission in the course of section 10 forbearance proceedings 
may represent or contain confidential or proprietary information.  This Modified Protective Order is 
intended to facilitate and expedite the review of confidential information submitted by parties to this 
proceeding, including the privileged and confidential information, including trade secrets or financial 
information, submitted by Qwest in the non-redacted version of its Petition in the above-referenced 
proceeding.  To ensure that documents and materials in the above-referenced proceeding considered by 
the applicants or other submitters to be confidential and proprietary are afforded protection, the Wireline 
Competition Bureau hereby enters this Modified Protective Order:
2. Non-Disclosure.  Except with the prior written consent of the person originally designating a 
document to be stamped as a confidential document, or as hereinafter provided under this order, no 
stamped confidential document may be disclosed to any person.  A “stamped confidential document” 
means any document which bears the legend (or which shall otherwise have had the legend recorded upon 
it in a way that brings its attention to a reasonable examiner) “CONFIDENTIAL-SUBJECT TO 
PROTECTIVE ORDER” to signify that it contains information believed to be subject to protection under 
the Commission’s rules.  For purposes of this order, the term “document” means all written, recorded, or 
graphic material, whether produced or created by a party or another person, whether produced pursuant to 
the Commission’s rules, pursuant to subpoena, by agreement, or otherwise.  Documents that quote, 
summarize, or contain materials entitled to protection may be accorded status as a stamped confidential 
document, but, to the extent feasible, shall be prepared in such a manner that the confidential information 
is bound separately from that not entitled to protection.
3. Permissible Disclosure.  Notwithstanding paragraph 2, stamped confidential documents may 
be disclosed subject to the provisions of subparagraphs (a) and (b), to the following persons if disclosure 
is reasonably necessary for such persons to render professional services in this proceeding:  counsel of 
record for parties that may file in this proceeding, including in-house counsel who are actively engaged in 
the conduct of this proceeding; partners, associates, secretaries, paralegal assistants, and employees of 
such counsel; outside consultants or experts retained to render professional services in this proceeding, 
provided that they are under the supervision of the counsel of record; and in-house economists and 
regulatory analysts, provided that they are under the supervision of the counsel of record.  Such 
documents may also be disclosed to relevant employees of regulatory agencies, Commission employees 
involved in this proceeding, and to any person designated by the Commission in the interest of justice, 
upon such terms as the Commission may deem proper.
(a)  Notwithstanding any other provision of this order, before any disclosure shall occur, any 
individual (other than a Commission employee) to whom confidential information is disclosed must certify in 
writing that he/she has read and understands this MODIFIED PROTECTIVE ORDER, agrees to abide by its 
terms, and understands that unauthorized disclosures of the stamped confidential documents are prohibited.  
A copy of each such certification shall be provided to the party that designated the information confidential.  
(See Attachment for a model certification.)
(b)  Before disclosing a stamped confidential document to any person who is listed in 
paragraph 3 (other than an attorney) and who is employed by a competitor or potential competitor of the party 
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that so designated the document, the party seeking such disclosure shall give at least five days’ advance 
notice in writing to the counsel who designated such information as confidential, stating the names and 
addresses of the person(s) to whom the disclosure will be made, identifying with particularity the documents 
to be disclosed, and stating the purposes of such disclosure.  No such disclosure shall be made within the 
five-day period.  If, within the five-day period, a motion is filed objecting to the proposed disclosure, 
disclosure is not permissible until the Commission has denied such motion and disclosure is permitted under 
47 C.F.R. § 0.459.  Any such motion shall be hand-served on the party seeking such disclosure.
4. Access to Confidential Information.  Any party producing confidential information pursuant 
to this order shall designate a Washington, D.C., location and such other locations as may be convenient 
at which all parties shall be permitted access to and review of requested confidential information pursuant 
to the other terms of this order, or pursuant to alternative arrangements agreed upon by the parties.  Any 
such access or review may be limited to regular business hours after reasonable notice by the requesting 
party.
5. Confidential Information Filed in the Record.  Stamped confidential documents and other 
confidential information may be offered in the record of this proceeding, provided that such confidential 
information is furnished under seal.  The party submitting confidential documents shall ensure that each 
page bears the legend “CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER.”
6. Commission Treatment of Confidential Information.  If confidential documents are submitted 
to the Commission in accordance with paragraph 5, the materials shall remain sealed while in the 
Secretary’s office or such other place as the Commission may designate so long as they retain their status 
as stamped confidential documents.  The Commission may, sua sponte or by petition, determine that all 
or part of the information claimed by the producing party to be confidential is not entitled to such 
treatment.  See generally 47 C.F.R. § 0.459.
7. Use.  Persons obtaining access to stamped confidential documents under this order shall use 
the information only in the conduct of this proceeding and any judicial proceeding arising there from, and 
shall not use such information for any other purpose, including business, governmental, commercial, or 
other administrative or judicial proceedings.  Persons obtaining access to confidential information under 
the terms of this order may disclose, describe, or discuss the confidential information in any pleading filed 
in this proceeding, provided that such pleading is stamped confidential and filed under seal, and provided 
that a separate public version is filed in which all confidential information is redacted.  Persons filing 
pleadings under seal based on confidential information provided by others shall serve such pleadings by 
hand or overnight delivery on the party originally requesting confidential treatment of the underlying 
information.
8. Participation in Appeal of Qwest 4 MSA Forbearance Order.  Notwithstanding any other 
provision of this Modified Protective Order, and solely for the purpose of participating in the appeal of 
the Qwest 4 MSA Forbearance Order, WC Docket No. 07-97, Memorandum Opinion and Order, FCC 
08-174 (rel. July 25, 2008) to the United States Court of Appeals for the District of Columbia Circuit 
(Qwest Corporation. v. FCC, Docket No. 08-1257), litigants’ outside appellate and in-house counsel who 
have signed the certification required by paragraph 3(a) may:  (i) obtain and review copies of the 
complete, unredacted version of the Qwest Omaha Forbearance Order; and (ii) file with the court the 
unredacted Qwest Omaha Forbearance Order or confidential information therein only in accordance with 
Circuit Rule 47.1 of the United States Court of Appeals for the District of Columbia Circuit.  Persons 
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relying on this paragraph must comply with all of the other requirements of this Modified Protective 
Order to the extent not inconsistent with this paragraph.  Persons relying on this paragraph should file the 
written notice required by subparagraph 3(b) with the Wireline Competition Bureau in WC Docket No. 
04-223 via the Commission’s Electronic Comment Filing System (ECFS).  
9. Subpoena by Courts or Other Agencies. If a court or another administrative agency 
subpoenas or orders production of stamped confidential documents which a party has obtained under 
terms of this order, such party shall promptly notify the party and any other person who designated the 
document as confidential of the pendency of such subpoena or order.
10. Client Consultation.  Nothing in this order shall prevent or otherwise restrict counsel from 
rendering advice to their clients regarding the section 10 proceeding in which a confidential document is 
submitted and, in the course thereof, relying generally on examination of stamped confidential documents 
submitted in that proceeding; provided, however, that in rendering such advice and otherwise 
communicating with such client, counsel shall not make specific disclosure of any item so designated 
except pursuant to the procedures of paragraphs 3 or 8 above.
11. Prohibited Copying.  If a document contains information so sensitive that it should not be 
copied by anyone, it shall bear the additional legend “Copying Prohibited.”  Application for relief from 
this restriction against copying may be made to the Commission, with notice to counsel so designating the 
document.
12. Non-Termination.  The provisions of this order shall not terminate at the conclusion of this
proceeding.
13. Modification Permitted.  Nothing in this order shall prevent any party or other person from 
seeking modification of this order.
14. Responsibility of Attorneys.  The attorneys of record are responsible for employing 
reasonable measures to control, consistent with this order, duplication of, access to, and distribution of 
copies of stamped confidential documents.  Parties shall not duplicate any stamped confidential document 
except working copies and for purposes of filing at the Commission under seal.
15. Return of Confidential Documents.  Within two weeks after final resolution of this 
proceeding (which includes administrative or judicial review), parties that have received stamped 
confidential documents shall either return all copies of such documents in their possession to the party 
that submitted the documents, or destroy all such confidential documents.  
16. Penalties.  In addition to any other penalties or remedies authorized under the 
Communications Act, the Commission’s rules, the common law or other source of law, any failure to 
abide by the terms of this order may result in dismissal of a party’s pleadings, or censure, suspension, or 
disbarment of the attorneys involved, see 47 C.F.R. § 1.24, or possible referral to the relevant local bar.
Federal Communications Commission DA 08-2109
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ATTACHMENT TO APPENDIX A
Acknowledgment of Confidentiality
WC DOCKET NO. 04-223
I have received a copy of the Modified Protective Order in WC Docket No. 04-223.  I have read the order 
and agree to comply with and be bound by the terms and conditions of this Modified Protective Order for the 
purpose of participating in the appeal of the Qwest 4 MSA Forbearance Order.  The signatory understands, 
in particular, that unauthorized disclosure, or the use of the information for competitive commercial or 
business purposes, will constitute a violation of this Modified Protective Order.
SIGNATURE:   
NAME PRINTED:
TITLE:
ADDRESS:
REPRESENTING:
EMPLOYER:
DATE:  
Federal Communications Commission DA 08-2109
1
APPENDIX B
Modified Protective Order in WC Docket No. 05-281
1.  Documents submitted to the Commission in the course of section 10 forbearance 
proceedings may represent or contain confidential or proprietary information.  This Modified Protective 
Order is intended to facilitate and expedite the review of confidential information submitted by parties to 
this proceeding, including any privileged and confidential information, including trade secrets or financial 
information, submitted by ACS of Anchorage, Inc. (ACS) in the above-referenced proceeding.  To ensure 
that documents and materials in the above-referenced proceeding considered by the applicants or other 
submitters to be confidential and proprietary are afforded protection, the Wireline Competition Bureau 
hereby enters this Modified Protective Order:
2. Non-Disclosure.  Except with the prior written consent of the person originally designating a 
document to be stamped as a confidential document, or as hereinafter provided under this order, no stamped 
confidential document may be disclosed to any person.  A “stamped confidential document” means any 
document which bears the legend (or which shall otherwise have had the legend recorded upon it in a way 
that brings its attention to a reasonable examiner) “CONFIDENTIAL-SUBJECT TO PROTECTIVE 
ORDER” to signify that it contains information believed to be subject to protection under the Commission's 
rules.  For purposes of this order, the term “document” means all written, recorded, or graphic material, 
whether produced or created by a party or another person, whether produced pursuant to the Commission's 
rules, pursuant to subpoena, by agreement, or otherwise.  Documents that quote, summarize, or contain 
materials entitled to protection may be accorded status as a stamped confidential document, but, to the extent 
feasible, shall be prepared in such a manner that the confidential information is bound separately from that 
not entitled to protection.
3. Permissible Disclosure.  Notwithstanding paragraph 2, stamped confidential documents may 
be disclosed subject to the provisions of subparagraphs (a) and (b), to the following persons if disclosure is 
reasonably necessary for such persons to render professional services in this proceeding:  counsel of record 
for parties that may file in this proceeding, including in-house counsel who are actively engaged in the 
conduct of this proceeding; partners, associates, secretaries, paralegal assistants, and employees of such 
counsel; outside consultants or experts retained to render professional services in this proceeding, provided 
that they are under the supervision of the counsel of record; and in-house economists and regulatory analysts, 
provided that they are under the supervision of the counsel of record.  Such documents may also be disclosed 
to relevant employees of regulatory agencies, Commission employees involved in this proceeding, and to any 
person designated by the Commission in the interest of justice, upon such terms as the Commission may 
deem proper.
(a)  Notwithstanding any other provision of this order, before any disclosure shall occur, any 
individual (other than a Commission employee) to whom confidential information is disclosed must certify in 
writing that he/she has read and understands this MODIFIED PROTECTIVE ORDER, agrees to abide by its 
terms, and understands that unauthorized disclosures of the stamped confidential documents are prohibited.  
A copy of each such certification shall be provided to the party that designated the information confidential.  
(See Attachment for a model certification.)
(b)  Before disclosing a stamped confidential document to any person who is listed in 
paragraph 3 (other than an attorney) and who is employed by a competitor or potential competitor of the party 
Federal Communications Commission DA 08-2109
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that so designated the document, the party seeking such disclosure shall give at least five days’ advance 
notice in writing to the counsel who designated such information as confidential, stating the names and 
addresses of the person(s) to whom the disclosure will be made, identifying with particularity the documents 
to be disclosed, and stating the purposes of such disclosure.  No such disclosure shall be made within the 
five-day period.  If, within the five-day period, a motion is filed objecting to the proposed disclosure, 
disclosure is not permissible until the Commission has denied such motion and disclosure is permitted under 
47 C.F.R. § 0.459.  Any such motion shall be hand-served on the party seeking such disclosure.
4. Access to Confidential Information.  Any party producing confidential information pursuant 
to this order shall designate a Washington, D.C., location and such other locations as may be convenient at 
which all parties shall be permitted access to and review of requested confidential information pursuant to the 
other terms of this order, or pursuant to alternative arrangements agreed upon by the parties.  Any such access 
or review may be limited to regular business hours after reasonable notice by the requesting party.
5. Confidential Information Filed in the Record.  Stamped confidential documents and other 
confidential information may be offered in the record of this proceeding, provided that such confidential 
information is furnished under seal.  The party submitting confidential documents shall ensure that each page 
bears the legend “CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER.”
6 Commission Treatment of Confidential Information.  If confidential documents are 
submitted to the Commission in accordance with paragraph 5, the materials shall remain sealed while in the 
Secretary's office or such other place as the Commission may designate so long as they retain their status as 
stamped confidential documents.  The Commission may, sua sponte or by petition, determine that all or part 
of the information claimed by the producing party to be confidential is not entitled to such treatment.  See 
generally 47 C.F.R. § 0.459.
7. Use.  Persons obtaining access to stamped confidential documents under this order shall use 
the information only in the conduct of this proceeding and any judicial proceeding arising there from, and 
shall not use such information for any other purpose, including business, governmental, commercial, or other 
administrative or judicial proceedings.  Persons obtaining access to confidential information under the terms
of this order may disclose, describe, or discuss the confidential information in any pleading filed in this 
proceeding, provided that such pleading is stamped confidential and filed under seal, and provided that a 
separate public version is filed in which all confidential information is redacted.  Persons filing pleadings 
under seal based on confidential information provided by others shall serve such pleadings by hand or 
overnight delivery on the party originally requesting confidential treatment of the underlying information.
8. Participation in Appeal of Qwest 4 MSA Forbearance Order.  Notwithstanding any other 
provision of this Modified Protective Order, and solely for the purpose of participating in the appeal of the 
Qwest 4 MSA Forbearance Order, WC Docket No. 07-97, Memorandum Opinion and Order, FCC 08-
174 (rel. July 25, 2008) to the United States Court of Appeals for the District of Columbia Circuit (Qwest 
Corporation. v. FCC, Docket No. 08-1257), litigants’ outside appellate and in-house counsel who have 
signed the certification required by paragraph 3(a) may:  (i) obtain and review copies of the complete, 
unredacted version of the ACS UNE Forbearance Order; and (ii) file with the court the unredacted ACS UNE 
Forbearance Order or confidential information therein only in accordance with Circuit Rule 47.1 of the 
United States Court of Appeals for the District of Columbia Circuit.  Persons relying on this paragraph must 
comply with all of the other requirements of this Modified Protective Order to the extent not inconsistent with 
Federal Communications Commission DA 08-2109
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this paragraph.  Persons relying on this paragraph should file the written notice required by subparagraph 3(b) 
with the Wireline Competition Bureau in WC Docket No. 05-281 via ECFS.  
 
9. Subpoena by Courts or Other Agencies.  If a court or another administrative agency 
subpoenas or orders production of stamped confidential documents which a party has obtained under terms of 
this order, such party shall promptly notify the party and any other person who designated the document as 
confidential of the pendency of such subpoena or order.
10. Client Consultation.  Nothing in this order shall prevent or otherwise restrict counsel from 
rendering advice to their clients regarding the section 10 proceeding in which a confidential document is 
submitted and, in the course thereof, relying generally on examination of stamped confidential documents 
submitted in that proceeding; provided, however, that in rendering such advice and otherwise communicating 
with such client, counsel shall not make specific disclosure of any item so designated except pursuant to the 
procedures of paragraph 3 or 8 above.
11. Prohibited Copying.  If a document contains information so sensitive that it should not be 
copied by anyone, it shall bear the additional legend “Copying Prohibited.”  Application for relief from this 
restriction against copying may be made to the Commission, with notice to counsel so designating the 
document.
12. Non-Termination.  The provisions of this order shall not terminate at the conclusion of this 
proceeding.
13. Modification Permitted.  Nothing in this order shall prevent any party or other person from 
seeking modification of this order.
14. Responsibility of Attorneys.  The attorneys of record are responsible for employing 
reasonable measures to control, consistent with this order, duplication of, access to, and distribution of copies 
of stamped confidential documents.  Parties shall not duplicate any stamped confidential document except 
working copies and for purposes of filing at the Commission under seal.
15. Return of Confidential Documents.  Within two weeks after final resolution of this 
proceeding (which includes administrative or judicial review), parties that have received stamped confidential 
documents shall either return all copies of such documents in their possession to the party that submitted the 
documents, or destroy all such confidential documents. 
16. Penalties.  In addition to any other penalties or remedies authorized under the 
Communications Act, the Commission's rules, the common law or other source of law, any failure to abide 
by the terms of this order may result in dismissal of a party's pleadings, or censure, suspension, or disbarment 
of the attorneys involved, see 47 C.F.R. § 1.24, or possible referral to the relevant local bar.
Federal Communications Commission DA 08-2109
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ATTACHMENT TO APPENDIX B
Acknowledgment of Confidentiality
WC DOCKET NO. 05-281
I have received a copy of the Modified Protective Order in WC Docket No. 05-281.  I have read the order 
and agree to comply with and be bound by the terms and conditions of this Modified Protective Order for the 
purpose of participating in the appeal of the Qwest 4 MSA Forbearance Order.  The signatory understands, 
in particular, that unauthorized disclosure, or the use of the information for competitive commercial or 
business purposes, will constitute a violation of this Modified Protective Order.
SIGNATURE:  
NAME PRINTED:   
TITLE:  
ADDRESS:  
 
REPRESENTING:  
EMPLOYER:  
DATE:  
Federal Communications Commission DA 08-2109
1
APPENDIX C
Modified Protective Order in WC Docket No. 06-109
1. Documents submitted to the Commission in the course of section 10 forbearance 
proceedings may represent or contain confidential or proprietary information.  This Modified Protective 
Order is intended to facilitate and expedite the review of confidential information submitted by parties to this 
proceeding, including any privileged and confidential information, including trade secrets or financial 
information, submitted by ACS of Anchorage, Inc. (ACS) in the above-referenced proceeding.  To ensure 
that documents and materials in the above-referenced proceeding considered by the applicants or other 
submitters to be confidential and proprietary are afforded protection, the Wireline Competition Bureau 
hereby enters this Modified Protective Order:
2. Non-Disclosure.  Except with the prior written consent of the person originally designating a 
document to be stamped as a confidential document, or as hereinafter provided under this order, no stamped 
confidential document may be disclosed to any person.  A “stamped confidential document” means any 
document which bears the legend (or which shall otherwise have had the legend recorded upon it in a way 
that brings its attention to a reasonable examiner) “CONFIDENTIAL-SUBJECT TO PROTECTIVE 
ORDER” to signify that it contains information believed to be subject to protection under the Commission’s 
rules.  For purposes of this order, the term “document” means all written, recorded, or graphic material, 
whether produced or created by a party or another person, whether produced pursuant to the Commission’s 
rules, pursuant to subpoena, by agreement, or otherwise.  Documents that quote, summarize, or contain 
materials entitled to protection may be accorded status as a stamped confidential document, but, to the extent 
feasible, shall be prepared in such a manner that the confidential information is bound separately from that 
not entitled to protection.
3. Permissible Disclosure.  Notwithstanding paragraph 2, stamped confidential documents may 
be disclosed subject to the provisions of subparagraphs (a) and (b), to the following persons if disclosure is 
reasonably necessary for such persons to render professional services in this proceeding:  counsel of record 
for parties that may file in this proceeding, including in-house counsel who are actively engaged in the 
conduct of this proceeding; partners, associates, secretaries, paralegal assistants, and employees of such 
counsel; outside consultants or experts retained to render professional services in this proceeding, provided 
that they are under the supervision of the counsel of record; and in-house economists and regulatory analysts, 
provided that they are under the supervision of the counsel of record.  Such documents may also be disclosed 
to relevant employees of regulatory agencies, Commission employees involved in this proceeding, and to any 
person designated by the Commission in the interest of justice, upon such terms as the Commission may 
deem proper.
(a)  Notwithstanding any other provision of this order, before any disclosure shall occur, any 
individual (other than a Commission employee) to whom confidential information is disclosed must certify in 
writing that he/she has read and understands this MODIFIED PROTECTIVE ORDER, agrees to abide by its 
terms, and understands that unauthorized disclosures of the stamped confidential documents are prohibited.  
A copy of each such certification shall be provided to the party that designated the information confidential.  
(See Attachment for a model certification.)
(b)  Before disclosing a stamped confidential document to any person who is listed in 
paragraph 3 (other than an attorney) and who is employed by a competitor or potential competitor of the party 
Federal Communications Commission DA 08-2109
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that so designated the document, the party seeking such disclosure shall give at least five days’ advance 
notice in writing to the counsel who designated such information as confidential, stating the names and 
addresses of the person(s) to whom the disclosure will be made, identifying with particularity the documents 
to be disclosed, and stating the purposes of such disclosure.  No such disclosure shall be made within the 
five-day period.  If, within the five-day period, a motion is filed objecting to the proposed disclosure, 
disclosure is not permissible until the Commission has denied such motion and disclosure is permitted under 
47 C.F.R. § 0.459.  Any such motion shall be hand-served on the party seeking such disclosure.
4. Access to Confidential Information.  Any party producing confidential information pursuant 
to this order shall designate a Washington, D.C., location and such other locations as may be convenient at 
which all parties shall be permitted access to and review of requested confidential information pursuant to the 
other terms of this order, or pursuant to alternative arrangements agreed upon by the parties.  Any such access 
or review may be limited to regular business hours after reasonable notice by the requesting party.
5. Confidential Information Filed in the Record.  Stamped confidential documents and other 
confidential information may be offered in the record of this proceeding, provided that such confidential 
information is furnished under seal.  The party submitting confidential documents shall ensure that each page 
bears the legend “CONFIDENTIAL - SUBJECT TO PROTECTIVE ORDER.”
6. Commission Treatment of Confidential Information.  If confidential documents are 
submitted to the Commission in accordance with paragraph 5, the materials shall remain sealed while in the 
Secretary’s office or such other place as the Commission may designate so long as they retain their status as 
stamped confidential documents.  The Commission may, sua sponte or by petition, determine that all or part 
of the information claimed by the producing party to be confidential is not entitled to such treatment.  See 
generally 47 C.F.R. § 0.459.
7. Use.  Persons obtaining access to stamped confidential documents under this order shall use 
the information only in the conduct of this proceeding and any judicial proceeding arising there from, and 
shall not use such information for any other purpose, including business, governmental, commercial, or other 
administrative or judicial proceedings.  Persons obtaining access to confidential information under the terms 
of this order may disclose, describe, or discuss the confidential information in any pleading filed in this 
proceeding, provided that such pleading is stamped confidential and filed under seal, and provided that a 
separate public version is filed in which all confidential information is redacted.  Persons filing pleadings 
under seal based on confidential information provided by others shall serve such pleadings by hand or 
overnight delivery on the party originally requesting confidential treatment of the underlying information.
8. Participation in Appeal of Qwest 4 MSA Forbearance Order.  Notwithstanding any other 
provision of this Modified Protective Order, and solely for the purpose of participating in the appeal of the 
Qwest 4 MSA Forbearance Order, WC Docket No. 07-97, Memorandum Opinion and Order, FCC 08-
174 (rel. July 25, 2008) to the United States Court of Appeals for the District of Columbia Circuit (Qwest 
Corporation. v. FCC, Docket No. 08-1257), litigants’ outside appellate and in-house counsel who have 
signed the certification required by paragraph 3(a) may:  (i) obtain and review copies of the complete, 
unredacted version of the ACS Dominance Forbearance Order; and (ii) file with the court the unredacted 
ACS Dominance Forbearance Order or confidential information therein only in accordance with Circuit Rule 
47.1 of the United States Court of Appeals for the District of Columbia Circuit.  Persons relying on this 
paragraph must comply with all of the other requirements of this Modified Protective Order to the extent not 
Federal Communications Commission DA 08-2109
3
inconsistent with this paragraph.  Persons relying on this paragraph should file the written notice required by 
subparagraph 3(b) with the Wireline Competition Bureau in WC Docket No. 06-109 via ECFS.  
9. Subpoena by Courts or Other Agencies.  If a court or another administrative agency 
subpoenas or orders production of stamped confidential documents which a party has obtained under terms of 
this order, such party shall promptly notify the party and any other person who designated the document as 
confidential of the pendency of such subpoena or order. 
10. Client Consultation.  Nothing in this order shall prevent or otherwise restrict counsel from 
rendering advice to their clients regarding the section 10 proceeding in which a confidential document is 
submitted and, in the course thereof, relying generally on examination of stamped confidential documents 
submitted in that proceeding; provided, however, that in rendering such advice and otherwise communicating 
with such client, counsel shall not make specific disclosure of any item so designated except pursuant to the 
procedures of paragraph 3 or 8 above.
11. Prohibited Copying.  If a document contains information so sensitive that it should not be 
copied by anyone, it shall bear the additional legend “Copying Prohibited.”  Application for relief from this 
restriction against copying may be made to the Commission, with notice to counsel so designating the 
document.
12. Non-Termination.  The provisions of this order shall not terminate at the conclusion of this 
proceeding.
13. Modification Permitted.  Nothing in this order shall prevent any party or other person from 
seeking modification of this order.
14. Responsibility of Attorneys.  The attorneys of record are responsible for employing 
reasonable measures to control, consistent with this order, duplication of, access to, and distribution of copies 
of stamped confidential documents.  Parties shall not duplicate any stamped confidential document except 
working copies and for purposes of filing at the Commission under seal.
15. Return of Confidential Documents.  Within two weeks after final resolution of this 
proceeding (which includes administrative or judicial review), parties that have received stamped confidential 
documents shall either return all copies of such documents in their possession to the party that submitted the 
documents, or destroy all such confidential documents. 
16. Penalties. In addition to any other penalties or remedies authorized under the 
Communications Act, the Commission’s rules, the common law or other source of law, any failure to abide 
by the terms of this order may result in dismissal of a party’s pleadings, or censure, suspension, or disbarment 
of the attorneys involved, see 47 C.F.R. § 1.24, or possible referral to the relevant local bar.
Federal Communications Commission DA 08-2109
4
ATTACHMENT TO APPENDIX C
Acknowledgment of Confidentiality
WC DOCKET NO. 06-109
I have received a copy of the Modified Protective Order in WC Docket No. 06-109.  I have read the order 
and agree to comply with and be bound by the terms and conditions of this Modified Protective Order for the 
purpose of participating in the appeal of the Qwest 4 MSA Forbearance Order.  The signatory understands, 
in particular, that unauthorized disclosure, or the use of the information for competitive commercial or 
business purposes, will constitute a violation of this Modified Protective Order.
SIGNATURE:   
NAME PRINTED:   
TITLE:  
ADDRESS:  
 
REPRESENTING:   
EMPLOYER:  
DATE:  
Federal Communications Commission DA 08-2109
1
APPENDIX D
Modified Second Protective Order in WC Docket No. 06-172
1. Any party seeking access to confidential documents subject to the Modified Second 
Protective Order shall request access pursuant to the terms of the Modified Second Protective Order and 
must sign the Acknowledgement of Confidentiality, attached as Attachment.
2. Definitions. As used herein, capitalized terms, not otherwise defined herein, shall have 
the following meanings:
“Stamped Highly Confidential Document” means any document, or any part thereof, that bears 
the legend (or which otherwise shall have had the legend recorded upon it in a way that brings it to the 
attention of a reasonable examiner) “HIGHLY CONFIDENTIAL INFORMATION – SUBJECT TO 
SECOND PROTECTIVE ORDER IN WC DOCKET NO. 06-172 before the Federal Communications 
Commission,” unless the Commission determines, sua sponte or by request pursuant to sections 0.459 or 
0.461 of its rules, that any such document is not entitled to such confidential treatment.  The term 
“document” means any written, recorded, electronically stored, or graphic material, whether produced or 
created by the Submitting Party or another person.  By designating a document a “Stamped Highly 
Confidential Document,” a Submitting Party signifies that it contains information that the Submitting 
Party believes should be subject to protection under the Freedom of Information Act (FOIA), the 
Commission’s implementing rules and this Modified Second Protective Order.
“Highly Confidential Information” means information contained in Stamped Highly Confidential 
Documents or derived therefrom that is not otherwise available from publicly available sources.   
Specifically, Highly Confidential Information covered by the Modified Second Protective Order refer to 
those portions of documents or data – or entire documents, if eligible in their entirety – that disclose 
numbers of customers disaggregated by customer type and a market area smaller than the Submitting 
Party’s franchise area (such as carrier-specific E911 line count listings for a Metropolitan Statistical Area 
(MSA) or wire center service area).  To the extent that a Submitting Party believes that future submissions 
are entitled to be covered by the Modified Second Protective Order, the Submitting Party must file a letter 
explaining such claim, and the Submitting Party may file under this Modified Second Protective Order 
only those documents specifically authorized by the Bureau.
“Outside Counsel of Record” or “Outside Counsel” means the firm(s) of attorneys, or sole 
practitioner(s), as the case may be, representing a party in these proceedings, provided that such persons 
are not involved in competitive decision-making, i.e., Outside Counsel’s activities, association, and 
relationship with a client do not involve advice about or participation in the business decisions of the 
client or of any competitor of a Submitting Party nor the analysis underlying the business decisions.  
Outside Counsel of Record includes any attorney representing a non-commercial party in these 
proceedings, provided that such a person is not involved in the competitive decision-making activities of 
any competitor of a Submitting Party.
“Outside Consultants” means consultants or experts retained for the purpose of assisting Counsel 
or a party in this proceeding, provided that the Outside Consultants are not involved in competitive 
decision-making, i.e., Outside Consultants’ activities, association, and relationship with a client do not 
involve advice about or participation in the business decisions of the client or any competitor of a 
Submitting Party nor the analysis underlying the business decisions.  Outside Consultants include any 
expert employed by a non-commercial party in these proceedings, provided that such a person is not 
involved in the competitive decision-making activities of any competitor of a Submitting Party.
Federal Communications Commission DA 08-2109
2
“Reviewing Party” means a person who has obtained access to Highly Confidential Information 
(including Stamped Highly Confidential Documents) pursuant to paragraphs 6 and 9 of this Modified 
Second Protective Order.
3. Use of Highly Confidential Information. Persons obtaining access to Highly Confidential 
Information (including Stamped Highly Confidential Documents) under this Modified Second Protective 
Order shall use the information solely for the preparation and conduct of this forbearance proceeding 
before the Commission as delimited in this and subsequent paragraphs, and any judicial proceeding 
arising directly from this proceeding and, except as provided herein, shall not use such documents or 
information for any other purpose, including, without limitation, business, governmental, or commercial 
purposes, or in other administrative, regulatory or judicial proceedings. Should the Commission rely 
upon or otherwise make reference to the contents of any of the Stamped Highly Confidential Documents 
or Highly Confidential Information in its decision in this proceeding, it will do so by redacting any 
Highly Confidential Information from the public version of the decision and by making the unredacted 
version of the decision available only to a court and to those persons entitled to access to Highly 
Confidential Information under this Modified Second Protective Order. 
4. Participation in Appeal of Qwest 4 MSA Forbearance Order.  Notwithstanding any other 
provision of this Modified Second Protective Order, and solely for the purpose of participating in the 
appeal of the Qwest 4 MSA Forbearance Order, WC Docket No. 07-97, Memorandum Opinion and 
Order, FCC 08-174 (rel. July 25, 2008) to the United States Court of Appeals for the District of Columbia 
Circuit (Qwest Corporation. v. FCC, Docket No. 08-1257), litigants’ outside appellate counsel who have 
signed the certification required by paragraph 1 may:  (i) obtain and review copies of the complete, 
unredacted version of the Verizon 6 MSA Forbearance Order; and (ii) file with the court the unredacted 
Verizon 6 MSA Forbearance Order or highly confidential information therein only in accordance with 
Circuit Rule 47.1 of the United States Court of Appeals for the District of Columbia Circuit.  Persons 
relying on this paragraph must comply with all of the other requirements of this Modified Second 
Protective Order to the extent not inconsistent with this paragraph.  Persons relying on this paragraph 
should file the written notice required by paragraph 9 with the Wireline Competition Bureau in WC 
Docket No. 06-172 via the Commission’s Electronic Comment Filing System (ECFS).  
5. Non-Disclosure of Stamped Highly Confidential Information. Except with the prior 
written consent of the Submitting Party, or as hereinafter provided under this Modified Second Protective 
Order, neither a Stamped Highly Confidential Document nor any Highly Confidential Information may be 
disclosed by a Reviewing Party to any person other than the Commission and its staff. 
6. Permissible Disclosure. Subject to the requirements of paragraph 9, Stamped Highly 
Confidential Documents may be reviewed by Outside Counsel and Outside Consultants. Outside Counsel 
and Outside Consultants may disclose Stamped Highly Confidential Documents and other Highly 
Confidential Information to:  (1) paralegals or other employees of such Outside Counsel or Outside 
Consultants not described in clause 2 of this paragraph assisting Outside Counsel or Outside Consultants 
in this proceeding; (2) employees of such Outside Counsel or Outside Consultants involved solely in one 
or more aspects of organizing, filing, coding, converting, storing, or retrieving documents or data or 
designing programs for handling data connected with this proceeding, or performing other clerical or 
ministerial functions with regard to documents connected with this proceeding; and (3) employees of 
third-party contractors performing one or more of the functions set forth in clause 2 of this paragraph.
Reviewing Parties may discuss and share the contents of the Stamped Highly Confidential Documents 
and Highly Confidential Information with any other Reviewing Party and with the Commission and its 
staff.  A Submitting Party’s Stamped Highly Confidential Documents and Highly Confidential 
Information may also be disclosed to employees and Counsel of the Submitting Party, as otherwise 
permitted.
Federal Communications Commission DA 08-2109
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7. Protection of Stamped Highly Confidential Documents and Highly Confidential 
Information. Persons described in paragraph 6 shall have the obligation to ensure that access to Stamped 
Highly Confidential Documents and Highly Confidential Information is strictly limited as prescribed in 
this Modified Second Protective Order. Such persons shall further have the obligation to ensure that:
(1) Stamped Highly Confidential Documents and Highly Confidential Information are used only as 
provided in this Modified Second Protective Order; and (2) Stamped Highly Confidential Documents are 
not duplicated except as necessary for filing at the Commission under seal as provided in paragraph 13 
below. 
8. Prohibited Copying. If, in the judgment of the Submitting Party, a document contains 
information so sensitive (even given its Highly Confidential designation) that it should not be copied by 
anyone, it shall bear the additional legend “Copying Prohibited” and no copies of such document, in any 
form, shall be made. Application for relief from this restriction against copying may be made to the 
Commission, with notice to Outside Counsel of Record for the Submitting Party. 
9. Procedures for Obtaining Access to Highly Confidential Documents. In all cases where 
access to Stamped Highly Confidential Documents and Highly Confidential Information is permitted 
pursuant to paragraph 6, before reviewing or having access to any Stamped Highly Confidential 
Documents or Highly Confidential Information, each person seeking such access shall execute the 
attached Acknowledgment of Confidentiality (Acknowledgment) and file it with the Bureau via ECFS for 
this docket.  All such persons (except as described below) shall serve the Acknowledgement upon each 
Submitting Party through its Outside Counsel of Record so that the Acknowledgment is received by each 
Submitting Party at least five business days prior to such person’s reviewing or having access to such 
Submitting Party’s Stamped Highly Confidential Documents or Highly Confidential Information, except 
that, where the person seeking access is one described in either clause 2 or 3 of paragraph 6, the 
Acknowledgment shall be delivered promptly prior to the person obtaining access. Each Submitting 
Party shall have an opportunity to object to the disclosure of Stamped Highly Confidential Documents to 
any persons seeking access. Any objection must be filed at the Commission and served on Counsel 
representing, retaining or employing such person within three business days after receiving a copy of that 
person’s Acknowledgment (or where the person seeking access is one described in either clause 2 or 3 of 
paragraph 6, such objection shall be filed and served as promptly as practicable after receipt of the 
relevant Acknowledgment). Until any such objection is resolved by the Commission and, if appropriate, 
any court of competent jurisdiction prior to any disclosure, and unless such objection is resolved in favor 
of the person seeking access, persons subject to an objection from a Submitting Party shall not have 
access to Stamped Highly Confidential Documents or Highly Confidential Information. The Submitting 
Party shall make available for review the Stamped Highly Confidential Documents of such party at the 
offices of such party’s Outside Counsel of Record or, if the Submitting Party does not have Outside 
Counsel of Record, at the offices of such party’s in-house counsel; provided, however, that the Petitioner 
shall make available for review all of their Stamped Highly Confidential Documents at the offices of 
Petitioner’s Outside Counsel of Record (the Petitioner’s Custodian Counsel). 
10. Information in Electronic Format. Upon written request as provided for in paragraph 9, a 
Reviewing Party may review and analyze Highly Confidential Information that is maintained in an 
electronic format.  The Petitioner may require such electronic information be reviewed at the office of 
Petitioner’s Custodian Counsel.  Any other party submitting Highly Confidential Information in 
electronic format may require such electronic information be reviewed at the office of their Outside 
Counsel of Record.  The Petitioner must provide the Reviewing Party’s Outside Counsel of Record and 
Outside Consultants adequate and secure computer capacity to load and run their software and assist in 
obtaining any off-site software licenses that may be required.  Petitioner’s Custodian Counsel must afford 
the Reviewing Party’s Outside Counsel and Outside Consultants a private and secure workplace, 
including private and secure storage and adequate shredding and disposal arrangements, where they may 
review and analyze the data and prepare their analysis.  The Reviewing Party’s Outside Counsel and 
Outside Consultants may use the secure workplace 24 hours a day, seven days a week, until their analysis 
Federal Communications Commission DA 08-2109
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is complete and ready to be submitted to the Commission, and thereafter on an as needed basis until this 
proceeding, including any appeal, is final and no longer subject to judicial review. 
11. The Petitioner must allow the Reviewing Party’s Outside Counsel and Outside 
Consultants to perform an integrated analysis of the Petitioner’s Highly Confidential Information at a 
single location in the offices of the Petitioner’s Custodian Counsel.  The Reviewing Party’s Outside 
Counsel and Outside Consultants may print four copies of their analysis, three that are to be submitted to 
the Commission for purposes of this proceeding in accordance with paragraph 13 and one, identical to the 
analysis submitted to the Commission, which they may retain and use solely in accordance with the 
provisions of the Modified First Protective Order and this Modified Second Protective Order.  The 
Reviewing Party’s Outside Counsel and Outside Consultants may also print any intermediate steps or 
work product necessary to perform their analysis, including charts and graphs, etc., and they may keep 
any printouts of that intermediate work product at the private, secure workplace at the offices of the 
Petitioner’s Custodian Counsel until this proceeding, including any appeal, is final and no longer subject 
to judicial review; however, they are prohibited from removing any intermediate work product from the 
secure workplace.  The Reviewing Party’s Outside Counsel and Outside Consultants may take notes 
necessary to perform their analysis, and they may retain such notes until this proceeding, including any 
appeal, is final and no longer subject to judicial review. The Reviewing Party’s Outside Counsel and 
Outside Consultants may, at their discretion, retain such notes at the secure workplace or remove them.  If 
the Reviewing Party submits in the record any analysis that uses Highly Confidential Information, it must 
comply with the terms and conditions set forth in the Modified First Protective Order and this Modified 
Second Protective Order.  After their analysis is completed, the Reviewing Party’s Outside Counsel and 
Outside Consultants may retain the data and analysis at a private, secure location in the offices of 
Petitioner’s Custodian Counsel, where they may have access on an as needed basis until this proceeding, 
including any appeal, is final and no longer subject to judicial review.  The Reviewing Party must submit 
an affidavit in the record of this proceeding, at the time it submits integrated analysis pursuant to 
paragraph 13, certifying that, as pertains to the review and analysis of Highly Confidential Information 
that is maintained in an electronic format pursuant to paragraphs 10 and 11, its Outside Counsel and 
Outside Consultants have removed from the offices of the Petitioner’s Custodian Counsel only their notes 
and four copies of the final work product that is being submitted to the Commission, that they have not 
removed any intermediate work product, and that they have filed everything (other than their notes and 
one copy of their analysis) that they have removed. 
12. Requests for Additional Disclosure. If any person requests disclosure of Highly 
Confidential Information outside the terms of this Modified Second Protective Order, such a request will 
be treated in accordance with Sections 0.442 and 0.461 of the Commission’s rules. 
13. Filings with the Commission. Persons described in paragraph 6 may, in any documents 
that they file in this proceeding, reference Highly Confidential Information, but only if they comply with 
the following procedure:  Two copies of each filing that contains or references Highly Confidential 
Information pursuant to this Modified Second Protective Order (the Confidential Filing) must be 
delivered in person to Gary Remondino, Wireline Competition Bureau, Federal Communications 
Commission, 445 12th Street, S.W., Washington, D.C. 20554. The filing should be accompanied by a 
cover letter prominently stating “HIGHLY CONFIDENTIAL INFORMATION – SUBJECT TO 
SECOND PROTECTIVE ORDER IN WC DOCKET NO. 06-172.” Each page of the confidential or 
proprietary document should be stamped “HIGHLY CONFIDENTIAL INFORMATION – SUBJECT TO 
SECOND PROTECTIVE ORDER IN WC DOCKET NO. 06-172 before the Federal Communications 
Commission.” In addition, the Submitting Party must file with the Secretary’s Office one copy of the 
Confidential Filing and two copies of the Confidential Filing in redacted form (the Redacted Confidential 
Filing). The two copies of the Redacted Confidential Filing and their accompanying cover letters should be 
stamped “REDACTED – FOR PUBLIC INSPECTION.” The cover letter accompanying the Redacted 
Confidential Filing should state that the Submitting Party is filing a redacted version of the particular 
Confidential Filing. Parties should not provide courtesy paper copies of filings containing Highly 
Federal Communications Commission DA 08-2109
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Confidential Information to Commission Staff unless the Bureau so requests, in which case the Submitting 
Party may print as many copies as the Bureau requests in addition to the four specified in paragraph 11.  
Any such courtesy copies shall be submitted under seal.  All parties should submit an electronic copy of 
filings containing Highly Confidential Information to Tim Stelzig (Tim.Stelzig@fcc.gov) and Denise Coca 
(Denise.Coca@fcc.gov), but should not submit any additional unredacted electronic courtesy copies 
unless they are specifically requested by Bureau or Commission Staff.
14. Client Consultation. Nothing in this Modified Second Protective Order shall prevent or 
otherwise restrict Outside Counsel from rendering advice to their clients relating to the conduct of this 
proceeding and any subsequent judicial proceeding arising therefrom and, in the course thereof, relying 
generally on examination of Stamped Highly Confidential Documents or Highly Confidential 
Information; provided, however, that in rendering such advice and otherwise communicating with such 
client, outside Counsel shall not disclose Stamped Highly Confidential Documents or Highly Confidential 
Information. 
15. No Waiver of Confidentiality. Disclosure of Highly Confidential Information as provided 
herein by any person shall not be deemed a waiver by any Submitting Party of any privilege or 
entitlement to confidential treatment of such Highly Confidential Information. Reviewing parties, by 
viewing this material agree: (1) not to assert any such waiver; (2) not to use Highly Confidential 
Information to seek disclosure in any other proceeding; and (3) that accidental disclosure of Highly 
Confidential Information by a Submitting Party shall not be deemed a waiver of any privilege or 
entitlement as long as the Submitting Party takes prompt remedial action.
16. Subpoena by Courts, Departments or Agencies. If a court, or a federal or state 
department or agency issues a subpoena or orders production of Stamped Highly Confidential Documents 
or Highly Confidential Information that a party has obtained under terms of this Modified Second 
Protective Order, such party shall promptly notify each Submitting Party of the pendency of such 
subpoena or order. Consistent with the independent authority of any court, department or agency, such 
notification must be accomplished such that the Submitting Party has a full opportunity to oppose such 
production prior to the production or disclosure of any Stamped Highly Confidential Document or Highly 
Confidential Information.
17. Violations of Modified Second Protective Order. Should a person that has properly 
obtained access to Highly Confidential Information under this Second Protective Order violate any of its 
terms, that person shall immediately convey that fact to the Commission and to the Submitting Party. 
Further, should such violation consist of improper disclosure of Highly Confidential Information, the 
violating person shall take all necessary steps to remedy the improper disclosure. The Commission retains 
its full authority to fashion appropriate sanctions for violations of this Modified Second Protective Order, 
including but not limited to suspension or disbarment of Counsel from practice before the Commission, 
forfeitures, cease and desist orders, and denial of further access to Highly Confidential Information in this 
or any other Commission proceeding. Nothing in this Modified Second Protective Order shall limit any 
other rights and remedies available to the Submitting Party at law or in equity against any person using 
Highly Confidential Information in a manner not authorized by this Modified Second Protective Order. 
18. Termination of Proceeding. The provisions of this Modified Second Protective Order 
shall not terminate at the conclusion of this proceeding. Within two weeks after conclusion of this 
proceeding and any administrative or judicial review, persons described by paragraph 6 shall destroy or 
return to the Submitting Party Stamped Highly Confidential Documents and all copies of the same. No 
material whatsoever derived from Stamped Highly Confidential Documents may be retained by any 
person having access thereto, except Outside Counsel (as described in paragraph 6) may retain, under the 
continuing strictures of this Modified Second Protective Order, one copy of the pleading containing 
Highly Confidential Information prepared on behalf of that party. All Outside Counsel shall make 
certification of compliance herewith and shall deliver the same to Outside Counsel for the Submitting 
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Party not more than three weeks after conclusion of this proceeding and any administrative or judicial 
review. The provisions of this paragraph regarding retention of Stamped Highly Confidential Documents 
and copies of same shall not be construed to apply to the Commission or its staff.
Federal Communications Commission DA 08-2109
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ATTACHMENT TO APPENDIX D
Acknowledgment of Confidentiality
WC Docket No. 06-172
I hereby acknowledge that I have received and read a copy of the foregoing Modified Second 
Protective Order for the purpose of participating in the appeal of the Qwest 4 MSA Forbearance Order in 
the above-captioned proceeding, and I understand it. I agree that I am bound by the Modified Second 
Protective Order and that I shall not disclose or use Stamped Highly Confidential Documents or Highly 
Confidential Information except as allowed by this Modified Second Protective Order. I acknowledge 
that a violation of the Modified Second Protective Order is a violation of an order of the Federal 
Communications Commission.
Without limiting the foregoing, to the extent that I have any employment, affiliation or role with 
any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or 
public interest organization), I acknowledge specifically that my access to any information obtained as a 
result of the Modified Second Protective Order is due solely to my capacity as Outside Counsel of Record 
or Outside Consultant to a party or other person described in paragraph 6 of the foregoing Modified 
Second Protective Order and that I will not use such information in any other capacity nor will I disclose 
such information except as specifically provided in the Modified Second Protective Order.
I acknowledge that it is my obligation to ensure that: (1) Stamped Highly Confidential 
Documents and Highly Confidential Information are used only as provided in the Modified Second 
Protective Order; and (2) Stamped Highly Confidential Documents are not duplicated except as 
specifically permitted by the terms of paragraphs 7, 10, 11 and 13 of the Modified Second Protective 
Order, and I certify that I have verified that there are in place procedures at my firm or office to prevent 
unauthorized disclosure of Stamped Highly Confidential Documents or Highly Confidential Information.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them 
in the Modified Second Protective Order.
Executed at ________________________ this ___ day of _____________, ____.
_________________________________
[Name]
[Position]
[Employer]
[Representing]
[Address]
[Telephone]
[Email]