AND EXCHANGE COMMISSION.



                                 AMENDMENT NO. 1

                                       TO

                            MASTER ALLIANCE AGREEMENT



         This First AMENDMENT ("Amendment No. 1") to the Master Alliance

Agreement effective as of February 8, 1999 ("MAA") is made and entered into as

of September 23, 2002, by and between Williams Communications, LLC, a Delaware

limited liability company previously formed as Williams Communications, Inc.

("Williams"), and SBC Communications Inc., a Delaware corporation ("SBC").

Williams and SBC may be referred to individually as "Party" or collectively as

the "Parties."



         WHEREAS, the Parties desire to amend the MAA as set forth below;



         NOW, THEREFORE, in consideration of the premises and covenants set

forth herein, Williams and SBC agree as follows:



         1.       Amendments. The MAA is hereby amended as follows:



         (a)      Preamble. The first sentence of the preamble to the MAA is

                  amended to read in its entirety as follows:



                  "THIS MASTER ALLIANCE AGREEMENT (this "Agreement") between

                  Williams Communications, LLC (previously formed as Williams

                  Communications, Inc.) ("Williams"), a Delaware limited

                  liability company, and SBC Communications Inc., a Delaware

                  corporation, ("SBC"), is effective February 8, 1999 (the

                  "Effective Date")."



         (b)      Section 3.1.1. The first sentence of Section 3.1.1 of the MAA

                  is amended to read in its entirety as follows:



                  "The Parties or their Affiliates are entering into the

                  following agreements to implement the Alliance, in addition to

                  this Agreement: (1) a Network Development and Operations

                  Agreement ("NDOA"), (2) a Platform Services Agreement ("PSA"),

                  (3) a Transport Services Agreement ("TSA"), (4) a Sales and

                  Marketing Agreement, (5) an International Services Agreement

                  ("ISA") and International Transport Services Agreement

                  ("ITSA"), and (6) Consulting Services Agreements."







                             PROPRIETARY INFORMATION



         This information contained in this Amendment No. 1 is not for use or

disclosure outside SBC, Williams, their affiliated companies and their third

party representatives, except under written agreement by the contracting

Parties.



                                  Page 1 of 14





<PAGE>



AMENDMENT NO. 1 TO MASTER ALLIANCE AGREEMENT







         (c)      Section 3.1.2. Section 3.1.2 of the MAA is amended to read in

                  its entirety as follows:



                  "Pursuant to the Alliance Agreements, in general (a) Williams

                  will provide transport and switching services in accordance

                  with the TSA, (b) SBC will provide platforms and related

                  services in accordance with the PSA, (c) Williams and SBC will

                  cross-market each others' services and (d) SBC and Williams

                  will mutually develop new features and functions and

                  geographical expansions of their telecommunications facilities

                  and associated services contemplated by this Alliance as

                  follows: (i) SBC will be primarily responsible for designing

                  and building platforms as set forth in the PSA; (ii) SBC and

                  Williams will jointly design and plan switch capabilities,

                  depending upon the nature of the switches and the time that

                  the switches need to be deployed in accordance with the NDOA;

                  (iii) Williams shall be primarily responsible for building and

                  installing the switches and developing domestic interLATA

                  transport capabilities in accordance with the TSA; (iv)

                  Williams will be primarily responsible for developing

                  international transport and voice capabilities in accordance

                  with the ISA and the ITSA; (v) Williams will be primarily

                  responsible for ordering, provisioning, engineering, capacity

                  management and operations management in accordance with the

                  TSA; and (vi) SBC will be primarily responsible for providing

                  local access services in all portions of the United States

                  other than SBC States to the extent SBC offers such services

                  in the future. The term "Supplying Party" means (a) Williams

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