Federal Communications Commission DA 10-1934
Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matter 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
Petition 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
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WC Docket No. 04-223
WC Docket No. 05-281
WC Docket No. 06-109
WC Docket No. 06-172
WC Docket No. 07-97
MEMORANDUM OPINION AND MODIFIED PROTECTIVE ORDERS
Adopted:  October 6, 2010 Released:  October 6, 2010
By the Associate Chief, Wireline Competition Bureau:
Federal Communications Commission DA 10-1934
2
I. INTRODUCTION
1. On September 16, 2010, Qwest Corporation (Qwest) filed a motion1 requesting modification 
of the protective orders adopted in the Qwest Omaha forbearance proceeding, the ACS forbearance 
proceedings, the Verizon 6 Metropolitan Statistical Area (MSA) forbearance proceeding, and the Qwest 4 
MSA forbearance proceeding (together, Prior Forbearance Proceedings).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), Verizon 6 MSA 
Forbearance Order, and the Qwest 4 MSA Forbearance Order3 in its judicial appeal of the Qwest 
Phoenix MSA Forbearance Order.4 For the reasons described below, we grant Qwest’s request.  
  
1 Qwest’s Motion to Modify Protective Orders, WC Docket Nos. 04-223, 05-281, 06-109, 06-172, 07-97 (filed Sept. 
16, 2010) (Qwest’s Motion to Modify Forbearance Protective Orders).
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); 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, First Protective Order, 22 FCC Rcd 10129 (WCB 2007) 
(Qwest 4 MSA First Protective Order); 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, Second Protective Order, 22 FCC Rcd 10134 (WCB 2007) (Qwest 4 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 Commc’n 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 
(continued....)
Federal Communications Commission DA 10-1934
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II. BACKGROUND
2. On March 24, 2009, Qwest filed its second petition seeking certain forbearance relief in its 
service territory within the Phoenix-Mesa-Scottsdale, Arizona MSA (Phoenix MSA).5 On June 22, 2010, 
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 Phoenix MSA.6 On July 30, 2010, Qwest filed its appeal 
of the Qwest Phoenix MSA Forbearance Order in the United States Court of Appeals for the Tenth 
Circuit (Tenth Circuit).7  
3. Similar to the Qwest Phoenix MSA Forbearance Order, all of the final orders adopted in the
Prior Forbearance Proceedings are based, in part, on factual findings the Commission made in reliance 
on confidential and/or highly confidential information parties submitted pursuant to the applicable 
protective orders.  Consequently, the non-redacted 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.8 Each protective order further provides that its terms do not terminate at 
  
(...continued from previous page)
MSA Forbearance Order), remanded, Verizon Tel. Cos. v. FCC, 570 F.3d 294 (D.C. Cir. 2009) (Verizon v. FCC), 
petition withdrawn, Letter from Kathleen Grillo, Senior Vice President, Federal Regulatory Affairs, Verizon, to 
Marlene H. Dortch, Secretary, FCC, WC Docket No. 06-172 (filed Aug. 23, 2010), proceeding terminated, Verizon 
6 MSA Forbearance Petitions Withdrawn; Proceeding Terminated, WC Docket No. 07-97, Public Notice, DA 10-
1665 (WCB Aug. 31, 2010); 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, 23 FCC Rcd 11729 (2008) (Qwest 4 MSA Forbearance Order), motion for 
voluntary remand granted, Qwest Corp. v. FCC, No. 08-1257 (D.C. Cir. Aug. 5, 2009), petition withdrawn, Letter 
from Harisha J. Bastiampillai, Senior Attorney, Qwest, to Marlene H. Dortch, Secretary, FCC, WC Docket No. 07-
97 (filed Aug. 17, 2010), proceeding terminated, Qwest 4 MSA Forbearance Petitions Withdrawn; Proceeding 
Terminated, WC Docket No. 07-97, Public Notice, DA 10-1561 (WCB Aug. 20, 2010).  
4 Petition of Qwest Corporation for Forbearance Pursuant to 47 U.S.C. § 160(c) in the Phoenix Arizona Metropolitan 
Statistical Area, WC Docket No. 09-135, Memorandum Opinion and Order, 25 FCC Rcd 8622 (2010) (Qwest Phoenix 
MSA Forbearance Order), pet. for review pending, Qwest Corp. v. FCC, No. 10-9543 (10th Cir. filed July 30, 2010)
(Qwest Corp. v. FCC).
5 See, e.g., Qwest Phoenix MSA Forbearance Order, 25 FCC Rcd at 8623, 8631-32, paras. 1, 17.  Specifically, 
Qwest sought forbearance from loop and transport unbundling obligations of section 251(c)(3) and 271(c)(2)(B)(ii) 
of the Act, as implemented in related provisions of the Commission’s rules.  Id. at 8633, para. 22.  For mass market 
and enterprise switched access services, Qwest also seeks forbearance from Part 61 dominant carrier tariffing 
requirements; Part 61 price cap regulations; requirements applicable to dominant carriers 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 certain Computer III requirements including comparably 
efficient interconnection (CEI) and open network architecture (ONA) requirements.  Id. 
6 Id. at 8623, para. 2. 
7 See supra note 4.  
8 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, 
(continued....)
Federal Communications Commission DA 10-1934
4
the conclusion of the relevant proceeding.9  
4. As mentioned above, on September 16, 2010, Qwest filed a motion to modify the protective 
orders adopted in the Prior Forbearance Proceedings for purposes of its appeal of the Qwest Phoenix 
MSA Forbearance Order in the Tenth Circuit.10 Qwest argues that the redacted details of those orders are 
highly relevant to Qwest’s appellate challenge.11 Qwest explains that it intends to argue, among other 
things, that the Qwest Phoenix MSA Forbearance Order unjustifiably diverges from the orders issued in 
the Prior Forbearance Proceedings and, as a result, Qwest “will need to review unredacted versions of 
those orders and cite in its briefs the actual market-share and other data on which the Commission relied 
in those orders.”12 Specifically, Qwest requests permission:  (i) for its outside appellate and in-house 
counsel to obtain and review copies of the complete, non-redacted 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, non-redacted versions 
of the Verizon 6 MSA Forbearance Order and Qwest 4 MSA Forbearance Order; (iii) for its in-house 
counsel to obtain and review copies of the “confidential,” but not “highly confidential” version of the 
Qwest 4 MSA Forbearance Order; (iv) to provide the Tenth Circuit with non-redacted copies of those five 
orders, filed under seal; and (v) to refer to, and quote from, those non-redacted orders in their sealed 
Tenth Circuit filings.13  
  
(...continued from previous page)
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; Qwest 4 MSA First Protective Order, 22 FCC Rcd at 10130, para. 7; Qwest 4 
MSA Second Protective Order, 22 FCC Rcd at 10136, para. 5.
9 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); Qwest 4 MSA First Protective Order, 22 FCC Rcd at 10131, para. 11; Qwest 4 MSA Second Protective 
Order, 22 FCC Rcd at 10139, para. 19.
10 Qwest’s Motion to Modify Forbearance Protective Orders at 1-2.  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); Qwest 4 MSA First Protective Order, 22 FCC Rcd at 
10131, para. 12 (same).  
11 Qwest’s Motion to Modify Forbearance Protective Orders at 2; see also id. at 5 (stating that “Qwest does not need 
further authorization to file the unredacted version of the Phoenix Order itself in the Tenth Circuit, since by their 
terms the protective orders in that proceeding authorize the use of proprietary information on direct review of the 
Commission’s order in that proceeding”).   
12 Id. at 4.
13 Id. at 4-5.  Qwest states its outside and in-house counsel will sign confidentiality acknowledgments for the 
relevant protective orders, as modified to permit the use of non-public information for the limited purpose of 
Qwest’s Tenth Circuit appeal.  Id. at 6.  Qwest adds 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 
non-redacted version of such documents on any party that has not signed the relevant protective orders as modified 
by the Commission.  Id. at 6-7.
Federal Communications Commission DA 10-1934
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5. Finally, we note that the Wireline Competition Bureau (Bureau), in the First Modification 
Order,14 the Second Modification Order,15 and the Third Modification Order16 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 and to Qwest for purposes of its judicial appeal 
of the Qwest 4 MSA Forbearance Order.  On February 8, 2008 and August 4, 2008, with the consent of 
the parties whose confidential information was at issue, the Bureau modified the protective orders in the 
Qwest Omaha forbearance proceeding, the ACS forbearance proceedings, and the Qwest 4 MSA 
forbearance 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.17 On September 17, 2008, 
with the consent of the parties whose confidential information was at issue, the Bureau also modified the 
protective orders in the Qwest Omaha forbearance proceeding, the ACS forbearance proceedings, and the 
Verizon 6 MSA forbearance proceeding to similarly allow access and use of the confidential portions of 
the non-redacted version of the forbearance orders in the judicial appeal of the Qwest 4 MSA Forbearance 
Order.18  
  
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, 23 FCC Rcd 11884 (WCB 2008) (Second Modification Order).
16 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, WC Docket 
Nos. 04-223, 05-281, 06-109, 06-172, Memorandum Opinion and Modified Protective Orders, 23 FCC Rcd 13500 
(WCB 2008) (Third Modification Order).
17 First Modification Order, 23 FCC Rcd at 1718, para. 5; Second Modification Order, 23 FCC Rcd at 11887, para. 
6.  The non-redacted version of the Qwest 4 MSA Forbearance Order contains both confidential information and 
highly confidential information.  Compare, e.g., Qwest 4 MSA Forbearance Order, 23 FCC Rcd at 11755, para. 36 
n.134 (setting forth highly confidential information) with id. at 11756, para. 36 n.135 (setting forth confidential 
information).
18 See Third Modification Order, 23 FCC Rcd at 13504, para. 6.  
Federal Communications Commission DA 10-1934
6
III. DISCUSSION
6. Similar to the First Modification Order, Second Modification Order, and Third Modification 
Order, we conclude that modifying the Qwest Omaha Protective Order, the ACS UNE Protective Order,
the ACS Dominance Protective Order, the Verizon 6 MSA Second Protective Order,19 the Qwest 4 MSA 
First Protective Order, and the Qwest 4 MSA Second Protective Order for purposes of the judicial appeal 
of the Qwest Phoenix MSA Forbearance Order in the Tenth Circuit is in the public interest.  Therefore, 
we modify these protective orders to permit limited access to and disclosure and use of the non-redacted 
versions of these orders solely for purposes of the judicial appeal of the Qwest Phoenix MSA Forbearance 
Order.  
7. The portions of the Qwest Omaha Forbearance Order, the ACS Forbearance Orders, the 
Verizon 6 MSA Forbearance Order, and the Qwest 4 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, with the exception of Cox 
Communications, Inc. (Cox),20 has consented to modifying the protective orders in the manner adopted 
here.21 Specifically, Cox opposes Qwest’s request to modify the protective orders in the Verizon 6 MSA 
and the Qwest 4 MSA forbearance proceedings “solely to safeguard its sensitive competitive 
  
19 Qwest requests “for its outside appellate counsel to obtain and review copies of the complete, non-redacted 
versions of the Verizon 6 MSA Forbearance Order.”  See Qwest’s Motion to Modify Forbearance Protective Orders
at 5.  The non-redacted version of the Verizon 6 MSA Forbearance Order contains only highly confidential 
information.  Because the non-redacted 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); Third Modification Order, 23 FCC Rcd at 13504, para. 6 n.21.  We also 
note that Qwest seeks access to the non-redacted version of the D.C. Circuit’s opinion regarding the Verizon 6 MSA 
Forbearance Order.  Qwest’s Motion to Modify Forbearance Protective Orders at 5 n.7; see supra note 3.  We do 
not purport to lift restrictions, if any, on access to or use of the D.C. Circuit’s non-redacted Verizon v. FCC opinion 
that may exist under D.C. Circuit rules or orders. However, to the extent that our own prior protective orders limited 
access to that opinion in this proceeding, we modify them to permit the parties covered by this order to obtain access 
to the opinion.
20 Cox Communications, Inc. Opposition to Motion to Modify Protective Order, WC Docket Nos. 04-223, 05-281, 
06-109, 06-172, 07-97 (filed Sept. 28, 2010) (Cox’s Opposition Motion to Modify Forbearance Protective Orders).
21 See Qwest’s Motion to Modify Forbearance Protective Orders at 7-8.  Qwest adds that Integra and tw telecom 
(formerly Time Warner Telecom) have consented to modification of the protective orders on the condition that 
Qwest and other parties treat as “highly confidential” (and subject to review by outside counsel only) the Integra and 
tw telecom information that appears in footnote 134 of the Qwest 4 MSA Forbearance Order.  Id. at 7 n.12; see also
Qwest 4 MSA Forbearance Order, 23 FCC Rcd at 11755-56, para. 36 n.134.  Integra and tw telecom claim that this 
information was submitted on their behalf in WC Docket No. 07-97 as “highly confidential” pursuant to the Second 
Protective Order, but that it was designated as merely “confidential” in the Qwest 4 MSA Forbearance Order.  See
Letter from Thomas Jones and Nirali Patel, Counsel for Integra Telecom, Inc., to Marlene H. Dortch, Secretary, 
FCC, WC Docket No. 07-97 (filed July 1, 2008); Letter from Thomas Jones and Nirali Patel, Counsel for Time 
Warner Telecom, Inc., to Marlene H. Dortch, Secretary, FCC, WC Docket No. 07-97 (filed June 30, 2008).
Federal Communications Commission DA 10-1934
7
information.”22 Cox argues that because both Qwest and Verizon have voluntarily withdrawn their 
forbearance requests and those two proceedings are now terminated, “there is no legitimate reason for 
Qwest to gain or maintain access to Cox’s confidential information from either of those proceedings.”23  
Cox adds that Qwest’s motion fails to identify a single piece of confidential information submitted by 
Cox in those terminated proceedings that is necessary to the Tenth Circuit’s consideration of Qwest’s 
appeal of the Qwest Phoenix MSA Forbearance Order.24 Cox further states that granting Qwest’s motion 
“would yield competitors valuable insights into Cox’s customer and line growth in the Phoenix market.”25  
Qwest, in response, states that Cox’s opposition is unpersuasive explaining that it filed the motion “so 
that the Tenth Circuit may judge for itself whether the Commission’s Phoenix Order impermissibly 
departs from key aspects of these prior orders.”26 Qwest further states that “[c]ontrary to Cox’s apparent 
misimpression, Qwest does not seek a broader right to submit any nonpublic information that was 
submitted into the record of those earlier proceedings but is not reflected in the Commission’s orders.  It 
seeks only to allow the Tenth Circuit to read—and the parties to submit confidential briefs quoting 
from—the full FCC precedent that the Phoenix Order pervasively cites and partially overrules.”27  
8. We find no valid reason to deny Qwest’s motion and conclude that modifying the protective 
orders in the Prior Forbearance Proceedings is in the public interest.  While Cox does have an interest in 
maintaining the confidentiality of if its information, we believe that the modified protective orders we 
adopt today ensure that any confidential information continues to be properly safeguarded against 
inappropriate use or any inappropriate disclosure.  Importantly, we modify the protective orders solely for 
the pending appeal of the Qwest Phoenix MSA Forbearance Order before the Tenth Circuit.  We also 
disagree with Cox’s claims that because the Verizon 6 MSA and Qwest 4 MSA proceedings have been 
terminated, there is no legitimate reason for Qwest to have access to Cox’s confidential information in the 
Verizon 6 MSA and Qwest 4 MSA proceedings.28 In order for the Tenth Circuit to properly evaluate the 
  
22 Cox’s Opposition to Motion to Modify Forbearance Protective Orders at 9; see also id. at 5 (stating that the 
information in the Verizon 6 and Qwest 4 MSA proceedings remains competitively sensitive as it is “just three to 
four years old, is the only information of its kind that Cox has submitted to the FCC, and never has been made 
public”).  
23 Id. at 2. 
24 Id.; see also id. at 5-6 (Cox states that the Qwest Phoenix MSA Forbearance Order “barely mentions the analysis 
employed in those orders, and does not cite to any of Cox’s confidential data to support its analytical framework.”).     
25 Id. at 5.  
26 Qwest’s Reply to Opposition to Motion to Modify Protective Orders, WC Docket Nos. 04-223, 05-281, 06-109, 
06-172, 07-97 at 2 (filed Sept. 30, 2010) (Qwest’s Reply to Opposition).  Qwest also points out that in the two 
orders in dispute, “the Commission mentions Cox-specific proprietary information in only a single passage:  the first 
sentence of footnote 106 in the Qwest 4-MSA Order, which identifies Cox’s 2008 market share in Phoenix.  That 
market share information is not only dated, but highly generalized; for example, it is averaged across the Phoenix 
MSA and is not broken down by wire center or zip code.  In contrast, the Qwest 4-MSA Order contains equally or 
more sensitive information from other providers, such as XO, PAETEC, Time Warner, Comcast, and Integra.”  Id. 
at 1-2.  Qwest further states that “[s]ignificantly, each of those providers has consented to the relief sought in this 
motion.”  Id. at 2.
27 Id. at 1.  
28 Cox’s Opposition Motion to Modify Forbearance Protective Orders at 2.
Federal Communications Commission DA 10-1934
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issues presented to it on appeal, including Qwest’s claims that the Qwest Phoenix MSA Forbearance 
Order departs from prior forbearance orders, the Tenth Circuit should have access to the Commission’s 
full reasoning in the prior forbearance orders, including the confidential and highly confidential 
information cited to in those orders.    
9. Therefore, as we have done in the past, we modify the Qwest Omaha Protective Order, the 
ACS UNE Protective Order, the ACS Dominance Protective Order, the Verizon 6 MSA Second Protective 
Order, the Qwest 4 MSA First Protective Order, and the Qwest 4 MSA Second Protective Order 
accordingly.  We emphasize that these modifications permit limited access to and disclosure and use of 
the non-redacted version of the Qwest Omaha Forbearance Order, the ACS Forbearance Orders, the 
Verizon 6 MSA Forbearance Order, and the Qwest 4 MSA Forbearance Order solely for the pending 
appeal of the Qwest Phoenix MSA Forbearance Order before the Tenth Circuit and no other future 
judicial or regulatory proceedings.  
10. Furthermore, consistent with the First Modification Order, the Second Modification Order, 
and the Third Modification Order, we find that all litigants participating in the appeal of the Qwest 
Phoenix MSA Forbearance Order should have the same rights as Qwest and/or its outside counsel 
regarding the non-redacted version of the Qwest Omaha Forbearance Order, the ACS Forbearance 
Orders, the Verizon 6 MSA Forbearance Order, and the Qwest 4 MSA Forbearance Order.29 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 non-redacted 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 Tenth Circuit.  We 
emphasize that the terms of the modified protective orders set forth as appendices will govern access to 
and use of the non-redacted Qwest Omaha Forbearance Order, the ACS Forbearance Orders, Verizon 6 
MSA Forbearance Order, and the Qwest 4 MSA Forbearance Order.  
11. This order is effective on October 22, 2010, unless Cox files an application for review of this 
order prior to the effective date.  We delay the effective date of this order because under section 0.459(g) 
of the Commission’s rules, if a request for confidentiality is denied, the person who submitted the request 
may, within ten business days, file an application for review by the Commission.30 During this time, the 
  
29 First Modification Order, 23 FCC Rcd at 1718, para. 6; Second Modification Order, 23 FCC Rcd at 11888, para. 
8, Third Modification Order, 23 FCC Rcd 13505, para. 7.  As we have done in the past, we modify the protective 
orders in the Qwest Omaha forbearance proceeding, ACS forbearance proceedings, and Qwest 4 MSA proceeding to 
allow access by the litigants and their outside appellate and in-house counsel.  As noted above, we only modify the 
second protective order adopted in the Verizon 6 MSA proceeding.  See supra note 19.  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 Third Modification Order, we limit access 
to the highly confidential version of the Verizon 6 MSA Forbearance Order to outside counsel only.  See id.; 
Verizon 6 MSA Second Protective Order, 23 FCC Rcd at 895, para. 8; Third Modification Order, 23 FCC Rcd at 
13504, para. 6, n.21.  
30 47 C.F.R. § 0.459(g).  
Federal Communications Commission DA 10-1934
9
release of information, even under a protective order, will be delayed pursuant to Section 0.459(g).31 If 
the application for review is denied, the person who submitted the request will be afforded ten business 
days in which to seek a judicial stay of the ruling.32  
12. 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 
October 22, 2010, unless Cox Communications, Inc. files an application for review of this order prior to 
the effective date.
13. 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 
October 22, 2010, unless Cox Communications, Inc. files an application for review of this order prior to 
the effective date.
14. 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 
October 22, 2010, unless Cox Communications, Inc. files an application for review of this order prior to 
the effective date.
15. 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 October 22, 2010, unless Cox Communications, Inc. files an application for review of this order 
prior to the effective date.
  
31 See Examination of Current Policy Concerning the Treatment of Confidential Information Submitted to the 
Commission, GC Docket No. 96-55, Report and Order, 13 FCC Rcd 24816, 24883, para. 23 (1998) (noting “that 
where a request for confidential treatment is pending, release of information, even under a protective order, will be 
delayed pursuant to Section 0.459(g) to permit the submitting party to file an application for review with the 
Commission and then a judicial stay”). 
32 47 C.F.R. § 0.459(g).
Federal Communications Commission DA 10-1934
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16. 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 Orders in WC Docket No. 07-97 ARE ADOPTED, effective 
October 22, 2010, unless Cox Communications, Inc. files an application for review of this order prior to 
the effective date.
FEDERAL COMMUNICATIONS COMMISSION
Marcus Maher
Associate Chief, Wireline Competition Bureau
Federal Communications Commission DA 10-1934
11
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 
Federal Communications Commission DA 10-1934
12
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.  Such notice shall also be filed in the 
Commission’s Electronic Comment Filing System (ECFS) for this docket.  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 Phoenix 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 Phoenix MSA Forbearance Order, WC Docket No. 09-135, Memorandum Opinion and 
Order, 25 FCC Rcd 8622 (2010) to the United States Court of Appeals for the Tenth Circuit (Qwest Corp. 
v. FCC, Docket No. 10-9543), 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, non-redacted 
version of the Qwest Omaha Forbearance Order; and (ii) file with the court the non-redacted Qwest 
Federal Communications Commission DA 10-1934
13
Omaha Forbearance Order or confidential information therein only in accordance with the rules of the 
United States Court of Appeals for the Tenth 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 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 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 10-1934
14
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 Phoenix 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 10-1934
15
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 10-1934
16
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.  Such notice shall also be filed in the 
Commission’s Electronic Comment Filing System (ECFS) for this docket.  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 Phoenix 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 Phoenix MSA Forbearance Order, WC Docket No. 09-135, Memorandum Opinion and Order, 
25 FCC Rcd 8622 (2010) to the United States Court of Appeals for the Tenth Circuit (Qwest Corp. v. FCC, 
Docket No. 10-9543), 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, non-redacted version of the 
ACS UNE Forbearance Order; and (ii) file with the court the non-redacted ACS UNE Forbearance Order or 
confidential information therein only in accordance with the rules of the United States Court of Appeals for 
the Tenth Circuit.  Persons relying on this paragraph must comply with all of the other requirements of this 
Federal Communications Commission DA 10-1934
17
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. 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 10-1934
18
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 Phoenix 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 10-1934
19
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 10-1934
20
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.  Such notice shall also be filed in the 
Commission’s Electronic Comment Filing System (ECFS) for this docket.  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 Phoenix 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 Phoenix MSA Forbearance Order, WC Docket No. 09-135, Memorandum Opinion and Order, 
25 FCC Rcd 8622 (2010) to the United States Court of Appeals for the Tenth Circuit (Qwest Corp. v. 
FCC, Docket No. 10-9543), 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, non-redacted 
version of the ACS Dominance Forbearance Order; and (ii) file with the court the non-redacted ACS 
Dominance Forbearance Order or confidential information therein only in accordance with the rules of the 
United States Court of Appeals for the Tenth Circuit.  Persons relying on this paragraph must comply with all 
Federal Communications Commission DA 10-1934
21
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. 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 10-1934
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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 Phoenix 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 10-1934             
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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 10-1934             
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“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 non-redacted 
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 Phoenix 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 Phoenix MSA Forbearance Order, WC Docket No. 09-135, Memorandum 
Opinion and Order, 25 FCC Rcd 8622 (2010) to the United States Court of Appeals for the Tenth Circuit 
(Qwest Corp. v. FCC, Docket No. 10-9543), litigants’ outside appellate counsel who have signed the 
certification required by paragraph 1 may:  (i) obtain and review copies of the complete, non-redacted 
version of the Verizon 6 MSA Forbearance Order; and (ii) file with the court the non-redacted Verizon 6 
MSA Forbearance Order or highly confidential information therein only in accordance with the rules of 
the United States Court of Appeals for the Tenth 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 10-1934             
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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 
Federal Communications Commission DA 10-1934             
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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 
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 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 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 
Federal Communications Commission DA 10-1934             
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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 
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 non-redacted 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 
Federal Communications Commission DA 10-1934             
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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 
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 10-1934             
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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 Phoenix 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]
Federal Communications Commission DA 10-1934             
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APPENDIX E
Modified First Protective Order in WC Docket No. 07-97
1. Documents submitted to the Commission in the course of forbearance proceedings may 
represent or contain confidential or proprietary information.  This Modified First Protective Order is 
intended to facilitate and expedite the review of confidential information submitted by parties to this 
proceeding, including privileged and confidential information, such as trade secrets or financial 
information.  To ensure that documents and materials in the above-referenced proceeding considered by 
Submitting Parties to be confidential and proprietary are afforded protection, the Wireline Competition 
Bureau hereby enters this Modified First 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 otherwise has had the legend recorded upon it in a way that 
brings it to the attention of a reasonable examiner) “CONFIDENTIAL – SUBJECT TO FIRST 
PROTECTIVE ORDER IN WC DOCKET NO. 07-97 BEFORE THE FEDERAL COMMUNICATIONS 
COMMISSION” 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 First 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 described in paragraph 
3 (other than an attorney) and who is employed by a competitor or potential competitor of the party 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.  Such notice shall also be filed in the Commission’s 
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Electronic Comment Filing System (ECFS) for this docket.  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 FIRST PROTECTIVE ORDER IN WC DOCKET NO. 
07-97 BEFORE THE FEDERAL COMMUNICATIONS COMMISSION.”
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 therefrom, 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 from 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 Phoenix MSA Forbearance Order.  Notwithstanding 
any other provision of this Modified First Protective Order, and solely for the purpose of participating in 
the appeal of the Qwest Phoenix MSA Forbearance Order, WC Docket No. 09-135, Memorandum 
Opinion and Order, 25 FCC Rcd 8622 (2010) to the United States Court of Appeals for the Tenth Circuit 
(Qwest Corp. v. FCC, Docket No. 10-9543), 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, 
non-redacted version of the Qwest 4 MSA Forbearance Order; and (ii) file with the court the non-
redacted Qwest 4 MSA Forbearance Order or confidential information therein only in accordance with 
the rules of the United States Court of Appeals for the Tenth Circuit.  Persons relying on this paragraph 
must comply with all of the other requirements of this Modified First 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. 07-97 via the 
Commission’s 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 
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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 forbearance 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 10-1934             
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ATTACHMENT TO APPENDIX E
WC DOCKET NO. 07-97
I have received a copy of the Modified First Protective Order in WC Docket No. 07-97.  I have read the 
order and agree to comply with and be bound by the terms and conditions of the Modified First Protective 
Order for the purpose of participating in the appeal of the Qwest Phoenix 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 the Modified First Protective 
Order.
SIGNATURE:  
NAME PRINTED:   
TITLE:   
ADDRESS:  
 
REPRESENTING:  
EMPLOYER:  
DATE:  
Federal Communications Commission DA 10-1934             
34
APPENDIX F
Modified Second Protective Order in WC Docket No. 07-97
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. 07-97 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 refers to 
those portions of documents or data – or entire documents, if eligible in their entirety – that disclose the 
following:  revenues or numbers of customers disaggregated by customer type and a market area smaller 
than the nation (such as a Metropolitan Statistical Area (MSA) or wire center service area) including 
carrier-specific E911 line count listings; details of the Submitting Party’s future plans to compete for a 
customer or specific groups or types of customers (e.g., business or wholesale customers) specifically
including the Submitting Party’s future pricing strategies, product strategies, or marketing strategies; 
detailed or granular engineering capacity information; information regarding the specific locations where 
an intermodal competitor is able to use its own network, including its own loop facilities, through which it 
is willing and able, within a commercially reasonable time, to offer substitute services for the incumbent 
local exchange carrier’s (LEC) local service offerings; the identity or characteristics of specific customers 
or those with whom a company is negotiating; and those portions of documents that have some of the 
characteristics of more than one category of competitive sensitivity listed above.  To the extent that a 
Submitting Party believes that future submissions fall into one of these categories, the Submitting Party 
must file a letter explaining which category the information falls within, 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.
Federal Communications Commission DA 10-1934             
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“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.
“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 non-redacted 
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 Phoenix 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 Phoenix MSA Forbearance Order, WC Docket No. 09-135, Memorandum Opinion 
and Order, 25 FCC Rcd 8622 (2010) to the United States Court of Appeals for the Tenth Circuit (Qwest 
Corp. v. FCC, Docket No. 10-9543), litigants’ outside appellate counsel who have signed the certification 
required by paragraph 1 may:  (i) obtain and review copies of the complete, non-redacted version of the 
Qwest 4 MSA Forbearance Order; and (ii) file with the court the non-redacted Qwest 4 MSA Forbearance 
Order or highly confidential information therein only in accordance with the rules of the United States 
Court of Appeals for the Tenth 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. 07-97 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 
Federal Communications Commission DA 10-1934             
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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. 
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 the Commission’s 
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.  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 multiple 
Submitting Parties filing together shall make available for review all of their Stamped Highly 
Confidential Documents at the offices of one of the Submitting Parties’ Outside Counsel of Record (the 
Submitting Parties’ 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 Submitting Party may require such electronic information be reviewed at the 
office of Submitting Party’s Custodian Counsel.  Any other party submitting Highly Confidential 
Federal Communications Commission DA 10-1934             
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Information in electronic format may require such electronic information be reviewed at the office of their 
Outside Counsel of Record.  The Submitting Party 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.  Submitting Party’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 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 Submitting Party must allow the Reviewing Party’s Outside Counsel and Outside 
Consultants to perform an integrated analysis of the Submitting Party’s Highly Confidential Information 
at a single location in the offices of the Submitting Party’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 
Submitting Party’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 
Submitting Party’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 12, its Outside 
Counsel and Outside Consultants have removed from the offices of the Submitting Party’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. 07-97.”  Each page of the confidential or 
Federal Communications Commission DA 10-1934             
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proprietary document should be stamped “HIGHLY CONFIDENTIAL INFORMATION – SUBJECT TO 
SECOND PROTECTIVE ORDER IN WC DOCKET NO. 07-97 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 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 non-redacted 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 Modified 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. 
Federal Communications Commission DA 10-1934             
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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 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 10-1934             
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ATTACHMENT TO APPENDIX  F
Acknowledgment of Confidentiality
WC Docket No. 07-97
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 Phoenix MSA Forbearance 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]
[Address]
[Telephone]
[Email]