Exhibit No. 99.1

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.

                          AMENDED AND RESTATED CUSTOMER
                            CARE AND BILLING SERVICES
                                    AGREEMENT

                                     BETWEEN

                        SPRINT/UNITED MANAGEMENT COMPANY
                                   ("SPRINT")

                                       AND

                         AMDOCS SOFTWARE SYSTEMS LIMITED
                                   ("AMDOCS")

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                       -1-



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
1 TRANSITION; ORIGINAL AGREEMENT.........................................      3

2 AMDOCS SERVICES........................................................      3
   2.1  Generally........................................................      3
      2.1.1    Implementation Services Orders............................      4
      2.1.2    Additional Releases.......................................      6
   2.2  Maintenance Services.............................................      7
   2.3  Committed Operation Services.....................................      7
   2.4  Training Services................................................      8
   2.5  Upgrades and Enhancements........................................      8
   2.6  Legacy Additional Services.......................................      9
   2.7  Additional Services; Fast Track Procedure........................      9
      2.7.1    Additional Services.......................................      9
      2.7.2    Fast Track Procedure......................................      9
   2.8  Creditable Performance Specifications............................     10
   2.9  Location of Service Providers....................................     11
   2.10 Non-Exclusivity..................................................     12
   2.11 Sprint Parties...................................................     12

3 RESPONSIBILITIES OF SPRINT.............................................     13
   3.1  Generally........................................................     13
   3.2  Overhead; Supplies...............................................     13

4 RELATIONSHIP MANAGEMENT................................................     14
   4.1  Steering Committee...............................................     14
   4.2  Key Personnel and Program Manager................................     14
      4.2.1    Amdocs' Key Personnel and Program Manager.................     14
      4.2.2    Sprint's Key Personnel and Program Manager................     15
      4.2.3    Additional Personnel......................................     16
      4.2.4    Non-Solicitation of Employees.............................     16
      4.2.5    Responsibility of Personnel...............................     16
      4.2.6    Individual Performance....................................     16
   4.3  Dedicated Hardware...............................................     16



                                       -i-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
   4.4  Program Management Office; Reporting Requirements................     16
   4.5  Acceptance Testing...............................................     17
      4.5.1    Software Component Testing................................     17
      4.5.2    Non Software Acceptance...................................     19
      4.5.3    Effect of Reviews.........................................     19
   4.6  Dispute Resolution...............................................     20
      4.6.1    Problems..................................................     20
      4.6.2    Unresolved Disputes.......................................     20
      4.6.3    No Termination or Suspension of Services..................     20
      4.6.4    Injunctive Relief.........................................     21
   4.7  Sprint's Policies................................................     21

5 CHARGES, CREDITS AND PAYMENTS..........................................     23
   5.1  Generally........................................................     23
      5.1.1    Charges...................................................     23
      5.1.2    Adjustment of Charges.....................................     24
      5.1.3    License to Generic Product................................     25
   5.2  [**].............................................................     25
   5.3  Reporting, Invoicing and Payment.................................     27
      5.3.1    Reports...................................................     27
      5.3.2    Invoicing of License, and Implementation and Conversion
               Fees......................................................     27
      5.3.3    Invoicing of Monthly Subscriber Fee.......................     27
      5.3.4    Invoicing of Legacy Additional Services...................     28
      5.3.5    Invoicing of Pass Through Expenses and Reimbursable
               Expenses..................................................     28
      5.3.6    Invoicing of Additional Services..........................     28
      5.3.7    Invoicing of Production CRs...............................     28
      5.3.8    Invoices..................................................     28
      5.3.9    Performance Credits and Bonuses...........................     29
      5.3.10   Payments..................................................     29



                                       -ii-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
      5.3.11   Third Party Services......................................     31
      5.3.12   Taxes.....................................................     31
   5.4  Expenses.........................................................     33
   5.5  [**] Pass Through Services.......................................     33

6 TERM AND TERMINATION...................................................     34
   6.1  Term.............................................................     34
   6.2  Termination for Convenience; Change in Control of Amdocs;
        Termination for Force Majeure; Termination for Financial
        Instability; Effect of Termination...............................     34
      6.2.1    Termination for Convenience...............................     34
      6.2.2    Change in Control of Amdocs...............................     35
      6.2.3    Termination for Force Majeure Event.......................     36
      6.2.4    Termination for Financial Instability.....................     37
      6.2.5    Effect of Termination.....................................     38
   6.3  Termination for Cause............................................     38
      6.3.1    Critical Defaults.........................................     38
      6.3.2    Material Defaults.........................................     39
      6.3.3    Other Defaults............................................     40
   6.4  Extension of Services............................................     40
   6.5  Transfer Assistance (Disentanglement)............................     40
      6.5.1    Disentanglement Process...................................     41
      6.5.2    General Obligations.......................................     41
      6.5.3    Specific Obligations......................................     42
      6.5.4    Preparation for Disentanglement...........................     43
      6.5.5    Charges for Disentanglement Services......................     44
      6.5.6    Disentanglement Process with regard to Additional
               Services..................................................     44

7 CONFIDENTIAL INFORMATION AND SECURITY..................................     44
   7.1  Generally........................................................     44
   7.2  Exclusions.......................................................     45



                                      -iii-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
   7.3  Required Disclosure..............................................     46
   7.4  Notification.....................................................     46
   7.5  Return of Confidential Information...............................     46
   7.6  Confidentiality Agreements.......................................     47
   7.7  Security.........................................................     47
   7.8  Services from [**]...............................................     47

8 INTELLECTUAL PROPERTY RIGHTS...........................................     48
   8.1  Ownership of Customized Materials; License to Use Customized
        Materials........................................................     48
      8.1.1    Allocation of Rights......................................     48
      8.1.2    Categories of Customized Materials........................     49
      8.1.3    Escrow....................................................     52
      8.1.4    In-Sourcing...............................................     53
      8.1.5    Intellectual Property Protection..........................     54
   8.2  Ownership of Standard Materials; License to Use Standard
        Materials........................................................     54
      8.2.1    Ownership by Amdocs.......................................     54
      8.2.2    License to Standard Materials.............................     54
   8.3  Copyright Notice.................................................     55
   8.4  Rights and Licenses..............................................     55
      8.4.1    Amdocs Third Party Materials..............................     55
      8.4.2    Sprint Third Party Materials..............................     56

9 INDEMNIFICATION AND INSURANCE..........................................     56
   9.1  Indemnity by Amdocs and Sprint...................................     56
   9.2  Tax Indemnity by Amdocs..........................................     58
   9.3  Third Party Matters..............................................     58
   9.4  Indemnification Procedures.......................................     58
   9.5  Subrogation......................................................     59
   9.6  Insurance........................................................     59

10 LIMITATION OF LIABILITY; REMEDIES.....................................     61



                                      -iv-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
   10.1 Limitation of Liability and Disclaimers..........................     61
   10.2 Remedies.........................................................     63
      10.2.1   Remedies..................................................     63
      10.2.2   Attorney's Fees...........................................     63
   10.3 Breach...........................................................     64
   10.4 Delay............................................................     64

11 WARRANTY..............................................................     64
   11.1 Authorization and Enforceability.................................     65
   11.2 Compliance with Laws and Obligations.............................     65
   11.3 Additional Amdocs' Representations, Warranties and Covenants.....     65

12 DEFINITIONS; INTERPRETATION...........................................     68
   12.1 Defined Terms....................................................     68
      12.1.1   Acceptance Testing........................................     68
      12.1.2   Actual Percentage.........................................     68
      12.1.3   ACU Document..............................................     68
      12.1.4   Additional Customization Services.........................     68
      12.1.5   Additional Data Center....................................     69
      12.1.6   Additional Disentanglement Period.........................     69
      12.1.7   Additional Licenses.......................................     69
      12.1.8   Additional Licenses Fees..................................     69
      12.1.9   Additional Release........................................     69
      12.1.10  Additional Services.......................................     69
      12.1.11  Additional Services Fees..................................     69
      12.1.12  Additional Services Order or ASO..........................     70
      12.1.13  Affiliate.................................................     70
      12.1.14  Agreement.................................................     70
      12.1.15  Air Summary Mapping.......................................     70
      12.1.16  ALS (Alternate Line Service)..............................     70
      12.1.17  Amdocs....................................................     70
      12.1.18  Amdocs Competitor.........................................     70



                                      -v-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
      12.1.19  Amdocs Indemnitees........................................     71
      12.1.20  Amdocs Integration Testing................................     71
      12.1.21  Amdocs Legal Requirements.................................     71
      12.1.22  Amdocs Program Manager....................................     71
      12.1.23  Amdocs Rate...............................................     71
      12.1.24  Amdocs Testing Activities.................................     71
      12.1.25  API DFS...................................................     71
      12.1.26  Arbitrator................................................     72
      12.1.27  Asset Upgrade.............................................     72
      12.1.28  Audits....................................................     72
      12.1.29  BAN (Billing Account Number)..............................     72
      12.1.30  Bill Layout Document......................................     72
      12.1.31  Billing Map...............................................     72
      12.1.32  Build Notes...............................................     72
      12.1.33  Change in Control.........................................     72
      12.1.34  Committed Operation Services..............................     73
      12.1.35  Computable Amounts........................................     73
      12.1.36  Confidential Information..................................     73
      12.1.37  Continuation Services.....................................     73
      12.1.38  Conversion Testing........................................     74
      12.1.39  Cost to Achieve (CTA).....................................     74
      12.1.40  CPSs......................................................     74
      12.1.41  CR Clarification Questions................................     74
      12.1.42  CR Estimation.............................................     74
      12.1.43  CR Packaging..............................................     74
      12.1.44  Critical Defaults.........................................     74
      12.1.45  Critical Personnel........................................     75
      12.1.46  [**]......................................................     75
      12.1.47  CTA Functionality.........................................     75
      12.1.48  CTA Releases..............................................     75



                                      -vi-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
      12.1.49  Current Year Subscribers..................................     75
      12.1.50  Customized Product........................................     75
      12.1.51  Customized Materials......................................     75
      12.1.52  Customization.............................................     76
      12.1.53  Customization Services....................................     76
      12.1.54  Data Center...............................................     76
      12.1.55  Data Dictionary...........................................     76
      12.1.56  Data and Modified Data....................................     76
      12.1.57  Default...................................................     76
      12.1.58  Defense...................................................     78
      12.1.59  Define Phase..............................................     78
      12.1.60  Delay.....................................................     78
      12.1.61  Deliverables..............................................     78
      12.1.62  Demand Phase..............................................     79
      12.1.63  Deploy Phase..............................................     79
      12.1.64  Design Phase..............................................     79
      12.1.65  Develop Phase.............................................     80
      12.1.66  Disabling Device..........................................     80
      12.1.67  Disaster..................................................     80
      12.1.68  Discover Phase............................................     80
      12.1.69  Discretionary Credits.....................................     81
      12.1.70  Disentanglement...........................................     81
      12.1.71  Disentanglement Notice....................................     81
      12.1.72  Disentanglement Services..................................     81
      12.1.73  Dispute Resolution Process................................     81
      12.1.74  Documentation.............................................     81
      12.1.75  Due Date..................................................     82
      12.1.76  Effective Date............................................     82
      12.1.77  ERD Document..............................................     82
      12.1.78  Essential Agreement.......................................     82



                                      -vii-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
      12.1.79  Exit Fee..................................................     82
      12.1.80  Expiration Date...........................................     82
      12.1.81  Fast Track Procedure......................................     82
      12.1.82  Final Acceptance..........................................     82
      12.1.83  Final Conversion Date.....................................     83
      12.1.84  Final Conversion Milestone................................     83
      12.1.85  Finalized Functional Release Notes........................     83
      12.1.86  Finalized Technical Release Notes.........................     83
      12.1.87  Force Majeure Event.......................................     83
      12.1.88  Functional Release Notes..................................     83
      12.1.89  GAAP......................................................     84
      12.1.90  Generic Product...........................................     84
      12.1.91  Hours Estimate............................................     84
      12.1.92  IMEI (International Mobile Equipment Identity)............     84
      12.1.93  Impact Assessment Document................................     84
      12.1.94  Implementation and Conversion Fees........................     84
      12.1.95  Implementation Contact and Escalation List................     84
      12.1.96  Implementation Services Order.............................     85
      12.1.97  Implementation Swim Lane and Checklist....................     85
      12.1.98  Increase Percentage.......................................     85
      12.1.99  Individual CPS BGYR State.................................     85
      12.1.100 In-Flight Projects........................................     85
      12.1.101 Infringement Claims.......................................     85
      12.1.102 Initial Disentanglement Period............................     86
      12.1.103 Initial Release...........................................     86
      12.1.104 Interest..................................................     86
      12.1.105 Interconnectivity Testing.................................     86
      12.1.106 [**]......................................................     86
      12.1.107 Issues....................................................     86
      12.1.108 Key Personnel.............................................     86



                                      -viii-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
      12.1.109 Legacy Additional Services................................     87
      12.1.110 License Fees..............................................     87
      12.1.111 Load Balancing............................................     87
      12.1.112 Maintenance Services......................................     87
      12.1.113 Major Additional Release..................................     87
      12.1.114 Materials.................................................     87
      12.1.115 Milestones................................................     87
      12.1.116 Minimum Subscriber Commitment.............................     88
      12.1.117 Monthly Subscriber Fees...................................     88
      12.1.118 Multi-NAM (Number Assignment Module)......................     88
      12.1.119 Operational Reporting.....................................     88
      12.1.120 Operational Scorecards....................................     88
      12.1.121 Overall CPS Score.........................................     88
      12.1.122 Overall Timeline..........................................     88
      12.1.123 Party.....................................................     89
      12.1.124 Performance Credits.......................................     89
      12.1.125 Performance Measurement Means.............................     89
      12.1.126 Performance Testing.......................................     89
      12.1.127 Person....................................................     89
      12.1.128 Personnel.................................................     89
      12.1.129 Phase.....................................................     89
      12.1.130 Prior Year Subscribers....................................     90
      12.1.131 Privacy Restricted Data...................................     90
      12.1.132 Production Change Requests or Production CRs..............     90
      12.1.133 Production CRs Charges....................................     90
      12.1.134 Production CR Request Form................................     90
      12.1.135 Production CRs SOW........................................     91
      12.1.136 Production Environment....................................     91
      12.1.137 Project Plan..............................................     91
      12.1.138 Project Run Books.........................................     91



                                      -ix-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
      12.1.139 PTN (Personal Telephone Number)...........................     91
      12.1.140 Reference Table Requirements..............................     91
      12.1.141 Release...................................................     92
      12.1.142 Requests..................................................     92
      12.1.143 Responses.................................................     92
      12.1.144 [**] Analysis.............................................     92
      12.1.145 Sales and Use Taxes.......................................     92
      12.1.146 SAS Document..............................................     92
      12.1.147 Screen Change Report......................................     92
      12.1.148 Services..................................................     92
      12.1.149 Services Order............................................     93
      12.1.150 SIM (Subscriber Identification Module)....................     93
      12.1.151 Software Components.......................................     93
      12.1.152 Software/Hardware Environments............................     93
      12.1.153 Software Release Notes....................................     93
      12.1.154 Specifications............................................     93
      12.1.155 Sprint....................................................     94
      12.1.156 Sprint Competitor.........................................     94
      12.1.157 Sprint Data...............................................     94
      12.1.158 Sprint-Owned Property.....................................     94
      12.1.159 Sprint [**]...............................................     94
      12.1.160 Sprint Indemnitees........................................     95
      12.1.161 Sprint Legal Requirements.................................     95
      12.1.162 Sprint's Program Manager..................................     95
      12.1.163 Sprint Restricted Data....................................     95
      12.1.164 Sprint Testing Activities.................................     95
      12.1.165 Standard Materials........................................     95
      12.1.166 Steering Committee........................................     96
      12.1.167 Sub System Testing........................................     96
      12.1.168 Subcontractor.............................................     96



                                      -x-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
      12.1.169 Subscriber................................................     96
      12.1.170 Subsidiary................................................     97
      12.1.171 Suspension................................................     97
      12.1.172 SWAG......................................................     97
      12.1.173 System Test Results.......................................     97
      12.1.174 System Testing............................................     97
      12.1.175 Term......................................................     97
      12.1.176 Termination Date..........................................     97
      12.1.177 Termination Notice........................................     97
      12.1.178 Termination Statement.....................................     98
      12.1.179 Testing Activities........................................     98
      12.1.180 Testing Environment.......................................     98
      12.1.181 Third Party...............................................     98
      12.1.182 Third Party Subscribers...................................     98
      12.1.183 Traffic Management System Layout Documents................     98
      12.1.184 Training Environment......................................     99
      12.1.185 Training Services.........................................     99
      12.1.186 Unfavorable CPS Points....................................     99
      12.1.187 Unit Testing..............................................     99
      12.1.188 United States.............................................     99
      12.1.189 Year 2000 Compliant.......................................     99
   12.2 Interpretation...................................................     99

13 GENERAL...............................................................    100
   13.1  Assignment and Binding Nature...................................    100
   13.2  Audits, Records.................................................    100
   13.3  Data Privacy....................................................    103
   13.4  Force Majeure...................................................    103
   13.5  Freedom of Action...............................................    105
   13.6  Governing Law and Jurisdiction..................................    105
   13.7  Risk of Loss....................................................    106



                                      -xi-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                            PAGE
                                                                            ----
                                                                         
   13.8  Interpretation..................................................    106
   13.9  Modifications...................................................    106
   13.10 Notifications and Approvals.....................................    106
   13.11 Publicity.......................................................    109
   13.12 Relationship, Subcontractors....................................    110
   13.13 Severability....................................................    111
   13.14 Survival........................................................    111
   13.15 Third Party Beneficiaries.......................................    111
   13.16 Waiver..........................................................    111
   13.17 Captions; Section Numbers.......................................    111
   13.18 Counterparts....................................................    112
   13.19 Entire Agreement................................................    112
   13.20 Order of Precedence.............................................    112



                                      -xii-



                         LIST OF EXHIBITS AND SCHEDULES



  SCHEDULE                          TITLE
-----------   ----------------------------------------------------
           
Schedule A    Customized Product Functionality, Implementation and
              Conversion Roles and Responsibilities
Schedule B    Roles and Responsibilities
Schedule C    Creditable Performance Specifications (CPSs)
Schedule D    Charges
Schedule E    Data Centers
Schedule F    Steering Committee
Schedule G    Key Personnel and Program Manager
Schedule H    Overall Timeline
Schedule I    Exit Fee Computation
Schedule I1   Exit Fee Computation for Additional Services
Schedule J    Diversity Policy
Schedule K    Legacy Additional Services
Schedule L    Envelope Parameters
Schedule M    Training Materials
Schedule N    Party Competitors
Schedule O    Sprint Third Party Materials
Schedule P    Countries
Schedule Q    Form of Additional Services
Schedule R    [**] Pass Through Services
Schedule S    Reserved
Schedule T    [**] Customization Hours Procedure
Schedule U    Services Matrix
Schedule V    Historical Data Requirements
Schedule W    Fast Track Procedure
Schedule Y    Privacy and Security Attachment




EXHIBITS
--------
           
Exhibit A     Electronic Payment Platform
Exhibit B     Form of Statement by Sprint Regarding Termination


SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                       -1-



        AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT

     THIS AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT
("Agreement") is made as of the 1st day of July 2006 (the "Effective Date") by
and between SPRINT/UNITED MANAGEMENT COMPANY, a corporation organized under the
laws of the State of Delaware, having offices at 2001 Edmund Halley Drive,
Reston, VA 20191 (hereinafter referred to as "Sprint"); and AMDOCS SOFTWARE
SYSTEMS LIMITED, a company incorporated under the laws of Ireland having offices
at Earlsfort Center, Earlsfort Terrace 1 Dublin 2, Ireland (hereinafter referred
to as "Amdocs").

                                    RECITALS

     A. Sprint, with its Affiliates, operates a wireless mobile communications
network.

     B. Amdocs provides customer care and billing software and services for
operators of wireless mobile communications networks.

     C. Amdocs and Nextel Finance Company, an Affiliate of Sprint, entered into
that certain Customer Care and Billing Services Agreement dated January 1, 2000,
and as amended (the "Original Agreement"), pursuant to which Amdocs provides
customer care and billing system and related services for the wireless mobile
communications network historically operated by Nextel.

     D. Sprint has described its requirements for its customer care and billing
system and related services in its Request for Offer dated September 16, 2005
and all subsequent documents, releases, updates, etc. (collectively, the
"Requests").

     E. In response to such Requests, Amdocs delivered to Sprint various
documents and other communications including the Response dated September 30,
2005 and all subsequent responses, commercial terms, and the Letter of Agreement
(collectively, the "Responses"). The Responses provided a solution based on a
further customization of Amdocs' ENSEMBLE customer care and billing platform.
Sprint, having reviewed the Responses, selected Amdocs to provide customer care
and billing system software and services.

     F. Sprint and Amdocs wish to amend and restate the Original Agreement in
its entirety to reflect the terms and conditions pursuant to which Amdocs shall
provide such systems and services to Sprint and its Affiliates.

     G. For and in consideration of the mutual promises and covenants contained
herein, the Parties, intending to be legally bound, hereby contract and agree as
follows (capitalized terms herein not otherwise defined being used as defined in
Article 12):

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                       -2-



1    TRANSITION; ORIGINAL AGREEMENT

     The Parties agree that: (i) the terms and conditions set forth in this
Agreement shall apply to the Services and other performance of the Parties
hereunder on or after the Effective Date and (ii) the terms and conditions of
the Original Agreement shall continue to apply with respect to any claim or
obligation related to the Services (as such term was defined in the Original
Agreement) and other performance of the Parties under the Original Agreement
prior to the Effective Date; provided however that the pricing set forth in
Schedule D (Charges) shall apply to all Services (as such term was defined in
the Original Agreement) within the scope of the Services of this Agreement,
retroactive to January 1, 2006. Amdocs hereby consents and agrees to the
assignment of the Original Agreement, in its entirety, to Sprint by Nextel
Finance Company and: (i) waives any claims and rights against Nextel Finance
Company and Nextel Communications, and otherwise releases from all obligations,
to execute and exchange a Guaranty of Parent (as such term was defined in the
Original Agreement); and (ii) waives any claims and rights against the Nextel
Finance Company with respect to the Original Agreement; provided however that
Sprint hereby assumes the obligations of, and responsibility for any claims
against, Nextel Finance Company under the Original Agreement. Sprint hereby
waives any claims and rights against Amdocs and Amdocs Limited, and otherwise
releases from all obligations, to execute and exchange a Guaranty of Parent (as
such term was defined in the Original Agreement).

2    AMDOCS SERVICES

     2.1  Generally

          Until the Final Acceptance of the Initial Release and the Additional
Releases required to achieve the Final Conversion Milestone and completion of
Sprint's migration to such Releases, Amdocs shall continue to perform the
Services (as such term is defined in the Original Agreement); provided however
that the pricing set forth in Schedule D (Charges) shall apply to all such
Services (as such term was defined in the Original Agreement). Amdocs agrees to
further customize the Customized Product and develop the Customized Product in
accordance with the Specifications, to implement an Initial Release for Sprint
and migrate Sprint's existing billing systems data to the Initial Release (which
will ultimately replace Sprint's existing billing systems). Amdocs further
agrees to operate the Customized Product for the benefit of Sprint following
conversion for the remainder of the Term and, during such operational period, to
continue to customize the Customized Product in Additional Releases, and
implement such Additional Releases in the Customized Product, to be further
specified by mutual agreement of Amdocs and Sprint. Amdocs agrees, at its own
expense, to procure, operate, and maintain the Software/Hardware Environments,
and to provide Documentation and other deliverables required herein, and
technical, professional, training and project management services and other
resources that are necessary or appropriate in order to accomplish the
foregoing, as provided for in this Agreement and in accordance therewith.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -3-



          2.1.1 Implementation Services Orders

               (a) Amdocs shall develop and implement the Customized Product and
provide the Services in accordance with the overall project plan and timeline
attached hereto as Schedule H (the "Overall Timeline"). Amdocs shall develop and
implement the Initial Release and the Additional Releases of the Customized
Product each in six (6) project Phases as described in this Section 2.1.1
(Implementation Services Orders) and the Services Orders referred to herein and
in accordance with the Overall Timeline. Each of the Services Orders (each, an
"Implementation Services Order") shall be written documents executed by both
Parties and shall include a list of all deliverables for each Phase of the
Release and the timeline for the required completion of the tasks included in
the Implementation Services Order. The Phases are generally described as
follows:

          I. Define Phase - also known as Planning

          II. Discover Phase - also known as Scoping

          III. Design Phase - also known as Design

          IV. Develop Phase - also known as Development

          V. Deploy Phase - also known as Testing, Implementation, and
Post-Production

          VI. Demand Phase - also known as Operations and End of Life

               (b) Each Implementation Services Order shall be, at a minimum,
consistent with the requirements set forth in Schedule A (Customized Product
Functionality, Implementation and Conversion Roles and Responsibilities).

               (c) As set forth in more detail in the Implementation Services
Orders, a required activity of each Phase for each Release shall be to complete
and deliver to Sprint (i) the documents described in the definitions of each
Phase set forth in Section 12.1 (Defined Terms) and any additional documents
defined in the applicable Implementation Services Orders and (ii) a
specification of means of measurement of all CPSs ("Performance Measurement
Means"). If Amdocs is unable to deliver any of the foregoing (i) through (ii),
in each case, in a form reasonably acceptable to Sprint (in accordance with the
criteria set forth for non-software acceptance in Section 4.5.2 (Non Software
Acceptance) hereof), and by the time specified in the applicable Overall
Timeline, Sprint shall be permitted to require review of the matter in
accordance with the dispute resolution process set forth in Section 4.6 (Dispute
Resolution).

               (d) Prior to commencement of any activities for the Additional
Releases, but no later than the date specified therefor in the applicable
Overall Timeline, Amdocs shall complete and deliver to Sprint (i) an
Implementation Services Order for such Additional Releases in a form reasonably
acceptable to Sprint (in accordance with the criteria set forth for

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -4-



non-software acceptance in Section 4.5.2 (Non Software Acceptance) hereof and
including a detailed work plan of milestones and deliverables and in conformity
with the requirements of this Agreement and (ii) an estimate for hours (based on
a model agreed to by Sprint that supports completing all applicable requirements
of this Agreement for that Release within the applicable hours estimate) and
expenses for that Additional Release (if applicable). If Amdocs is unable to
deliver an Implementation Services Order for any such Release reasonably
acceptable to Sprint in accordance with the terms hereof, Sprint shall be
permitted to require review of the matter in accordance with the dispute
resolution process set forth in Section 4.6 (Dispute Resolution).

               (e) The deliverables to be set forth in the relevant
Implementation Services Orders shall include all Deliverables and documents
applicable to each Phase and to all the Services. Further, on or before Final
Acceptance of the Initial Release, Amdocs shall deliver to Sprint an updated
disaster recovery architecture and Plan (the "Disaster Recovery Plan")
providing, inter alia that (i) disaster recovery services are triggered only by
a Disaster; (ii) as of the date of Final Acceptance of such Release, Amdocs
will, [**], have purchased, and will set up and maintain during the Term, an
alternate data center site and the hardware and software required for the
provision of disaster recovery services; (iii) alternate routing of Sprint's WAN
(Wide Area Network) to the alternate data center site shall be Sprint's
responsibility; (iv) Amdocs shall be required to conduct a full test of the
processes set forth in the Disaster Recovery Plan on an annual basis, and
incremental testing in accordance with the Disaster Recovery Plan, and that
Sprint shall be permitted to oversee, and audit the results of, any such
testing; and (v) Amdocs shall be responsible for all costs associated with the
Disaster Recovery Plan, including but not limited to, the testing,
implementation and execution thereof; provided, however, that Sprint shall be
responsible for all costs incurred by Sprint to perform any obligations
contained in the Disaster Recovery Plan that are specifically described in such
Disaster Recovery Plan as the obligations of Sprint. The Disaster Recovery Plan
and all applicable documents provided to Sprint shall be subject to Sprint's
approval which shall not be unreasonably withheld. Amdocs shall comply with the
requirements of such documents and Disaster Recovery Plan. Amdocs shall provide
Sprint written notice in the event that Amdocs believes that an event that
constitutes a Disaster has occurred, but Sprint reserves final authority to
determine whether to cutover to the alternate data center site in accordance
with the terms of this Agreement. If a Disaster has occurred and Sprint does not
so grant Amdocs authority to cutover to the alternate data center site, then any
Amdocs failure to perform the Services in accordance with the terms of this
Agreement directly resulting from not exercising the cutover to the alternate
data center site shall be excused to such extent until the earlier of (i)
successful cutover to the alternate data center site following subsequent
authorization by Sprint to cutover to the alternate data center site or (ii) the
conclusion of the Disaster; provided that Amdocs has complied with the
procedural requirements set forth in Section 10.4 (Delay) with respect to Delay
(i.e., written notice and cure period for Sprint) and Amdocs uses commercially
reasonable efforts to mitigate the effects of the Disaster and reestablish full
performance of the Services, notwithstanding any inability to cutover to the
alternative data center site.

               (f) The Parties hereby agree that Amdocs shall provide to Sprint
all Customization, implementation, and conversion Services related to or
necessary for the implementation of the CTA Functionality into the Customized
Product, migration to the Releases

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -5-



containing the CTA Functionality, and required to achieve the Final Conversion
Milestone for the fees set forth in Schedule D and shall include, if mutually
agreed by the Parties with respect to CTA Functionality described by clause (ii)
of the definition of CTA Functionality, any additional fees set forth in
subsequent Implementation Services Orders (the "[**]"). For avoidance of
doubt, the Parties agree that, with respect to any Implementation Services Order
including such Services, where the Parties are unable to agree whether or not to
set forth additional amounts to be included in the [**], the matter shall be
referred by the parties to dispute resolution in accordance with Section 4.6
(Dispute Resolution). As of the Effective Date, the Parties agree that Amdocs
shall perform all such Services as part of the Initial Release and first three
subsequent Additional Releases. Either Party may propose to the other Party that
a portion of the CTA Functionality not be implemented during the Initial Release
or first three subsequent Additional Releases, but instead be implemented in a
future mutually agreed upon Additional Release (the "Delayed CTA
Functionality"). If the Parties mutually agree in writing to the delay, then
Amdocs shall perform all Customization, implementation, and conversion, Services
related to or necessary for the implementation of the Delayed CTA Functionality
into the Customized Product as part of such future mutually agreed upon
Additional Release and migration to such Release [**]. In consideration of such
[**], and the licenses being granted to Sprint by Amdocs pursuant to Sections
5.1.3 (License to Generic Product), 8.1 (Ownership of Customized Materials,
License to Use Customized Materials) and 8.2 (Ownership of Standard Materials;
License to use Standard Materials) hereof, Amdocs shall invoice Sprint the
amounts described in, and in accordance with Schedule D (Charges) hereto. Amdocs
shall be required to complete all Phases with respect to the Releases required
to implement the CTA Functionality into the Customized Product and achieve the
Final Conversion Milestone for an amount that does not exceed the [**].
Amdocs shall be permitted to charge Sprint in excess of the [**] to complete
the Customization and implementation of the CTA Functionality into the
Customized Product and conversion to achieve the Final Conversion Milestone in
the event that there are delays caused by Sprint, as determined pursuant to
Section 2.8(c) ([**] Analysis and Resolution) and in such cases, only in the
amount mutually agreed to as the number of extra hours incurred by Amdocs, to
the extent directly resulting from Sprint delays. For avoidance of doubt, the
reclassification of CTA Functionality as Delayed CTA Functionality, and the
results thereof, as described above shall not constitute a delay caused by
Sprint. To the extent that Amdocs uses more than the [**] to complete the
implementation of the CTA Functionality into the Customized Product and achieve
the Final Conversion Milestone, Amdocs shall not be permitted to charge Sprint
for hours exceeding the [**] except under the conditions set forth above and
with the prior written approval of Sprint.

          2.1.2 Additional Releases

               The Parties will hold regular, detailed discussions regarding the
scope and timetable of any releases of the Customized Product subsequent to the
Initial Release (each an "Additional Release" and Initial Release and any
Additional Releases, collectively, each a "Release" or the "Releases") to be
developed in any certain calendar year. The Parties anticipate that there will
be [**] such Additional Releases per year. Each such Additional Release shall
include written agreement to each of the following: (i) an overall project plan
and timeline, substantially similar to the Overall Timeline for the CTA Releases
(each, a "Subsequent Project

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -6-



Plan"); (ii) any CPSs applicable to the Additional Release (including applicable
changes, if any, to the existing CPSs due to such Additional Release); and (iii)
any modifications or additions to the Roles and Responsibilities schedule
hereunder applicable to the Additional Release. Amdocs shall perform the
additional modifications of the then existing Release and implement such new
Additional Release in six (6) project Phases as described above in Section
2.1.1(a) (Implementation Services Orders) and additional Implementation Services
Orders referred to therein and in accordance with the applicable Subsequent
Project Plan. The obligations of Amdocs with respect to each such Additional
Release shall be deemed "Services" under this Agreement and the Additional
Release shall be governed by all the terms and conditions of this Agreement, to
the extent that such terms are not inconsistent with those agreed to by the
Parties with respect to such Additional Release.

     2.2  Maintenance Services

          During the Term, Amdocs shall perform the maintenance services
included in Schedule B (Roles and Responsibilities) (the "Maintenance Services")
and in accordance with applicable service level requirements.

     2.3  Committed Operation Services

          During the Term, Amdocs shall perform the operation services set forth
in Schedule B (Roles and Responsibilities) (the "Committed Operation Services")
and in accordance with the applicable service level requirements.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -7-



     2.4  Training Services

          Amdocs shall provide the Training Services set forth in Schedule B
(Roles and Responsibilities) and Schedule M (Training Materials). Amdocs shall
develop, prepare and implement training programs for Sprint's trainers (i.e.,
train the trainer) directed to the needs of the various classifications of
personnel within Sprint's organization as defined in Schedule M (Training
Materials). In connection with the CTA Releases, Amdocs agrees to conduct 4
training sessions and to train up to 20 persons per training session. The time
allocated for each session is defined in Schedule M (Training Materials). In the
event that Sprint requests Amdocs to conduct additional training sessions,
Amdocs agrees to conduct additional training sessions, charging Sprint at the
Amdocs Rate for such additional training sessions. Amdocs agrees to provide the
Training Environment in accordance with Schedule M (Training Materials). Amdocs
shall create and develop training materials and user documentation for such
programs in accordance with Schedule M (Training Materials). The final training
materials shall be delivered by Amdocs to Sprint [**] prior to the start of
train the trainer. Amdocs shall provide the train the trainer program materials
specified in Schedule M (Training Materials) in such quantity as is necessary
for performing the train the trainer program, as agreed by the Parties, in both
paper copy and fully editable electronic format (source files). Further, Amdocs
agrees to perform one validation session at Sprint's request prior to conducting
the actual training session to permit Sprint to observe and review the
qualifications of Amdocs' training instructors. Amdocs shall perform the
training services at locations in the United States designated by Sprint and
utilizing adequate numbers of qualified trainers. [**].

     2.5  Upgrades and Enhancements

          From and after the Effective Date, Amdocs shall install and implement
upgrades for, and shall refresh, the assets used by Sprint, Sprint's Affiliates,
Amdocs, or Third Parties in connection with the provision of the Services.
Further, Amdocs agrees to provide (as a component of the Maintenance Services)
all upgrades and enhancements to the Customized Product required to ensure that
the bills and services provided by Amdocs to Sprint under the Agreement comply
with any and all regulatory requirements, including without limitation, those
requirements promulgated by the Federal Communications Commission and the US
Department of Justice. Amdocs shall provide to Sprint[**] the amount of [**]
Customization hours per year ("[**] Customization Hours"), allocable to the
performance by Amdocs of such upgrades and enhancements. Any Customization hours
above such [**] Customization Hours will be invoiced by Amdocs and paid by
Sprint based on the then in effect Amdocs Rate. In the event that in any
applicable calendar year, Sprint has not used up the [**] Customization Hours
for such year, Sprint may use, only in the next two (2) calendar years, the
unused amount of such [**] Customization Hours ("Rolled-over [**] Customization
Hours") provided that: (i) in any applicable calendar year Sprint shall first
use the [**] Customization Hours for such year before Sprint may use the
Rolled-over [**] Customization Hours; and (ii) in no event shall Sprint be
entitled to use more than [**] Customization Hours in any applicable calendar
year (i.e., the number of Rolled-over [**] Customization Hours originating from
a calendar year shall not exceed [**]). The procedures specified in Schedule T
to this Agreement shall govern Sprint's

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -8-



use of the [**] Customization Hours. Amdocs shall schedule such upgrades and
enhancements in advance and in such a way as to minimize any interruption or
disruption of Services to Sprint. Each Party agrees to notify, and coordinate
with, the other Party prior to acquiring, maintaining, upgrading, or refreshing
any assets if such acquisition, maintenance, upgrade, or refreshment (an "Asset
Upgrade") could reasonably be expected to result in additional costs to the
other Party. In addition, Amdocs shall be required to obtain the written consent
of Sprint prior to undertaking any Asset Upgrade, if such Asset Upgrade could be
reasonably likely to result in any additional cost to Sprint hereunder or any
diminution in the nature or level of any portion of the Services.

     2.6  Legacy Additional Services

          Existing Additional Services under the Original Agreement that are
described in Schedule K (Legacy Additional Services) exist and shall continue to
be provided by Amdocs to Sprint (the "Legacy Additional Services"). The Legacy
Additional Services are to be provided either as included in the MSF described
in Schedule D (Charges) or for the charges described in Schedule K (Legacy
Additional Services), as further set forth in Schedule K (Legacy Additional
Services) for the various Legacy Additional Services.

     2.7  Additional Services; Fast Track Procedure

          2.7.1 Additional Services

          The Parties may agree from time to time, by an Additional Services
Order, to add Additional Services to the scope of this Agreement. Additional
Services Orders shall be substantially in the form of Schedule Q attached hereto
and made a part hereof and the applicable provisions of the Agreement relating
to the Additional Services (mainly, those relating to Schedules B, C, D, I, L
and O) shall apply, respectively, to the corresponding Sections of the
Additional Services Order.

          The Additional Services Order shall also serve, if applicable, and as
provided in such Additional Services Order, as an amendment to the Agreement.
Amdocs shall provide the Additional Services as set forth in the Roles and
Responsibilities Section of the Additional Services Order and technical,
professional, training and project management services and other resources that
are necessary or appropriate in order to accomplish the foregoing, as provided
for in the Additional Services Order and in accordance therewith.

          2.7.2 Fast Track Procedure

          Sprint may order from Amdocs, by using the Fast Track Procedure
attached hereto as Schedule W, development of Production CRs. Sprint and Amdocs
shall execute, by the [**] of each year during the Term, an Additional Services
Order for the development of Production CRs throughout the forthcoming calendar
year (i.e., there is no need to execute specific Additional Services Order for
each Production CR). Such Additional Services Order shall specify a maximum
number of dollars (the "Budget") of Additional

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -9-



Services for the development of Production CRs throughout such forthcoming
calendar year. (For the avoidance of doubt, the provisions of Section 7 of
Schedule D to the Agreement shall apply with regard to such development).
Sprint, with the assistance of Amdocs, shall continuously monitor the use of
such Budget. In the event that either Party becomes of the opinion that the
above annual Budget will not suffice, the Parties will confer to consider and,
upon mutual agreement, execute an applicable amendment to the Additional
Services Order in order to increase such annual Budget. For the avoidance of
doubt, services performed by Amdocs under such Additional Services Order are
"Services" hereunder and, to the extent relating to the Customized Product, are
"Customization Services" hereunder.

     2.8  Creditable Performance Specifications

               (a) Commitment to CPSs

                    Except as otherwise specified in this Agreement, Amdocs
shall perform all Services at least in accordance with the CPSs. The CPSs for
the Services to be performed under this Agreement are set forth in Schedule C
(Creditable Performance Specifications (CPSs)). Any future applications
developed by Amdocs pursuant to the terms hereof shall incorporate methods
permitting measurement of CPSs.

               (b) CPS Measurement and Reporting

                    Amdocs shall measure and report its performance results
against, and otherwise comply with, the CPSs, and the Parties shall meet to
discuss such results, in the manner set forth in Schedule C (Creditable
Performance Specifications (CPSs)).

               (c) [**] and Resolution

                    Within [**] calendar days of Amdocs' discovery of, or if
earlier, Amdocs' receipt of a notice from Sprint in respect of (i) [**] or (ii)
[**] in accordance with this Agreement, including any instances, in which
Amdocs' performance with respect to any CPS is rated as [**] pursuant to the
methodology set forth in Schedule C (Creditable Performance Specifications
(CPSs)), Amdocs shall: (A) [**] to identify the [**]; (B) promptly commence and
diligently pursue the [**] (regardless of whether or not [**]); and (C) as soon
as practicable, provide Sprint with a [**]. The [**] shall be performed [**],
and, if Sprint determines in its reasonable discretion that [**] is [**] percent
([**]%) or more responsible for [**], Sprint shall be entitled to (i) [**], (ii)
the [**]). In the event that [**] determines in its reasonable discretion that
[**] is equal to or greater than [**] percent ([**]%) but less than [**] percent
([**]%), [**], the determination of the Parties' [**], and of the application of
[**]. In the event [**] determines in its reasonable discretion that [**] is
[**] percent ([**]%) [**], Amdocs shall neither have [**], nor [**]. In the
event that [**] with any [**] regarding

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -10-



[**] of [**] pursuant to this clause (c), [**] in accordance with Section 4.6
(Dispute Resolution) hereof.

               (d) Envelope Parameters

                    Sprint shall (to the extent it is reasonably able to)
provide Amdocs with advance notice of, and the Parties shall discuss,
significant increases or decreases in Sprint's Services requirements, and any
anticipated deviation from the parameters specified in Schedule L (Envelope
Parameters). Deviations from the parameters specified in Schedule L (Envelope
Parameters) shall result in modifications to the CPS, and/or the imposition of
additional fees payable by Sprint to Amdocs hereunder, as the case may be,
during the term of the deviation, in accordance with Schedule L (Envelope
Parameters) hereto.

     2.9  Location of Service Providers

          Amdocs shall perform the Committed Operations Services at the Data
Centers and shall locate the primary Data Center within the United States.
Performance of the Committed Operations Services at the Data Center outside the
United States shall be subject to the restrictions set forth in this Agreement,
including Section 7.8 (Services from [**]). Subject to the other terms and
conditions of this Agreement, Amdocs shall be permitted to amend Schedule E
(Data Centers) to include additional locations ("Additional Data Centers");
provided however, that any such Additional Data Center shall be subject to the
reasonable approval of Sprint. In exercising its discretion to approve an
Additional Data Center, the Parties agree and acknowledge that it is Sprint's
reasonable preference that the Services generally be performed in the United
States. In addition, Amdocs acknowledges and agrees that support activities and
Maintenance Services often require communication made extremely difficult if
Amdocs personnel performing such Services are located outside the United States.
In the event that Amdocs elects to perform certain of the Services outside the
United States (including those cases where Sprint has approved an Additional
Data Center located outside the United States), (i) no CPSs will be adjusted due
to such Services being performed outside of the United States, (ii) such
Services shall be performed in accordance with the restrictions set forth in
this Agreement, including Section 7.8 (Services from [**]), and (iii) Amdocs
shall ensure that (A) the Services shall be performed either less expensively or
more efficiently outside the United States and (B) Sprint shall suffer no
adverse consequence from the Services being performed outside the United States.

     2.10 Non-Exclusivity

          [**] during the Term; provided that Sprint shall remain responsible
for all of the obligations and commitments specifically applicable to it
hereunder (including any Minimum Subscriber Commitment).

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -11-



          2.11 Sprint Parties

               (a) The Parties agree that [**] (i) [**] wireless
telecommunications services [**] and (ii) in [**] such telecommunications
services, [**] contained in the Agreement, [**] in accordance with the terms
hereof. In the event that the benefits of this Agreement [**] hereunder [**] to
provide [**] requested for [**].

               (b) Amdocs agrees that, at Sprint's request, [**]. In such event,
the terms and conditions of [**]. In addition, the Parties agree that [**] shall
be taken into account [**], in determining whether [**].

3    RESPONSIBILITIES OF SPRINT

     3.1  Generally

          Sprint agrees to perform the tasks specifically identified as Sprint
tasks on Schedule B (Roles and Responsibilities). Sprint may use Subcontractors
or an outsourcing service provider to perform any service required to be
performed by it hereunder; provided, however, that Sprint agrees not to use any
such Subcontractor to perform any tasks designated as Sprint tasks in Schedule B
(Roles and Responsibilities) that are related to development of the Customized
Product, if such Subcontractor is an Amdocs Competitor; provided further,
however, that the restriction contained in the preceding clause shall not
prohibit Sprint from using the services of any Subcontractor that is an Amdocs
Competitor, provided such Amdocs Competitor (i) signs a confidentiality
agreement with Amdocs that contains confidentiality provisions substantially
similar to those set forth in Section 7 (Confidential Information and Security)
and (ii) is not permitted access to source code or Documentation for the
Customized Product; provided further, however, that any Amdocs Competitor shall
be permitted to design or construct technology that interfaces with the
Customized Product, provided that such Subcontractor satisfies the requirement
set forth in the preceding clause (i).

     3.2  Overhead; Supplies

          In the case of, or to the extent that any of the Services are to be
performed by Amdocs at Sprint's premises, Sprint will provide to Amdocs, to the
extent reasonably available from Sprint's existing resources at the time it is
determined such Services are to be performed by Amdocs at Sprint's premises,
[**] such space, office furnishings, janitorial service, telephone service (for
calls within the United States), utilities (including air conditioning),
office-related equipment (excluding computers), supplies, duplicating services,
and premises security services in Sprint's facilities as Amdocs reasonably
requires in connection with the performance of the Services, consistent with
those that Sprint provides for its own personnel. At all Sprint facilities,
Sprint will provide Amdocs reasonable access to and use of Sprint's voice and
data telecommunications equipment and telecommunications lines (for use with
communications within the United States), including printers, terminals, and
cabling. In

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -12-



addition, Sprint shall provide Amdocs with a data line connected to those
Amdocs' Data Centers, and to a development center designated by Amdocs; provided
that such Data Centers and development center are located in the United States.
Sprint will give Amdocs access to such facilities [**]; provided that: (i)
Amdocs complies with Sprint's security requirements and (ii) Amdocs schedules
such access so as to minimize any impact on the running of Sprint's business.
Sprint will be responsible for [**] at Sprint's facilities that the Parties
agree are required for Amdocs to provide the Services. For avoidance of doubt,
in no event shall this provision [**] to obtain new or additional, or retain
existing, office space for the purpose of being able to provide Amdocs Sprint
premises from which to perform Services but rather Sprint shall re-allocate
existing available premises for such purpose.

4    RELATIONSHIP MANAGEMENT

     4.1  Steering Committee

          The Parties shall establish and maintain a Steering Committee, which
shall be composed of an equal number of Amdocs' representatives and Sprint's
representatives. The initial representatives and their positions with Sprint and
Amdocs, respectively, are set forth in Schedule F (Steering Committee). The
members appointed by either Party may be replaced at the discretion of such
Party. The general responsibilities of the Steering Committee shall be: (i) to
monitor the performance of the Services; (ii) to analyze and attempt to resolve
matters referred by the Program Managers; and (iii) to consider and approve or
reject amendments to this Agreement. The Steering Committee shall meet as
frequently as requested by either Sprint or Amdocs, not to exceed once every
[**] days, with at a minimum, [**] business days' prior written notice, to
discuss the status of the Services and significant events that have occurred
since the previous meeting. Among other topics, the Steering Committee shall
discuss (a) a joint road map that will advance Sprint's strategic business
goals, and (b) the use of Amdocs' next generation products and services to
support such road map.

     4.2  Key Personnel and Program Manager

          4.2.1 Amdocs' Key Personnel and Program Manager

               Each of Amdocs' Key Personnel shall have the functions assigned
to him or her as set forth in Schedule G (Key Personnel and Program Manager).
Amdocs shall use all reasonable efforts to retain its Critical Personnel and Key
Personnel who participate in the provision of the Services hereunder until
achievement of the Final Conversion Milestone. Amdocs shall not reassign any of
Amdocs' Critical Personnel or Amdocs' Key Personnel during the Term, except in
the event of termination of employ of an individual either by Amdocs or by the
employee, without Sprint's prior written consent to an appropriate transition
plan and at least [**] calendar days in advance (such consent not to be
unreasonably withheld), to other functions if doing so would require the
alteration or reduction of such Critical Personnel's or Key Personnel's
contribution to, or involvement with, Amdocs' obligations under this Agreement.
Upon achievement of the Final Conversion Milestone, the Parties shall review
Schedule G (Key Personnel and Program Manager) hereto and mutually agree to any
additions and deletions

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -13-



thereto, including additions and deletions of Critical Personnel, and the
restrictions contained in the preceding sentence shall apply to such revised
Schedule G (Key Personnel and Program Manager), including such revised list of
Critical Personnel, during the period beginning upon the date of achievement of
the Final Conversion Milestone and continuing through the remainder of the Term.
Amdocs shall always coordinate with Sprint any reassignment resulting in
alteration or reduction of time expended by personnel in performance of Amdocs'
duties under this Agreement. If any one of Amdocs' Critical Personnel or Amdocs'
Key Personnel is reassigned and therefore becomes unable to perform the
functions or responsibilities assigned to him or her, or is no longer employed
by Amdocs, Amdocs shall promptly replace such person with another person at
least as well qualified who shall promptly become knowledgeable regarding the
Services. Sprint shall not be assessed any charges for any Services performed
by, or otherwise with respect to, such person replacing Critical Personnel or
Key Personnel (or any replacement made pursuant to Section 4.2.6 (Individual
Performance)) during his or her [**] as the replacement person. For the
avoidance of doubt, Amdocs may promote any of its Critical Personnel or Key
Personnel, provided that any such promotion does not result in Amdocs violating
the above restriction on reassigning its Critical Personnel or Key Personnel.
Amdocs represents that Amdocs' Program Manager is an experienced manager who is,
or will undertake reasonable efforts to become, knowledgeable as to Sprint's
business activities. Sprint shall have the right to interview Amdocs Program
Manager and any replacement thereof, and Amdocs shall not designate its Program
Manager without Sprint's prior written consent, which shall not be unreasonably
withheld. Amdocs' Program Manager shall act as the primary liaison between
Amdocs and the Sprint Program Manager, shall have overall responsibility for
directing all of Amdocs' activities hereunder, and shall be vested with all
necessary authority to fulfill that responsibility, excluding approval of any
amendment to this Agreement, which may not be made without the express written
consent of Amdocs' Steering Committee members. In addition to the above, Amdocs
and Sprint shall review on at least an annual basis the list of Amdocs' Key
Personnel and mutually agree to any additions and deletions thereto, including
additions and deletions of Critical Personnel.

          4.2.2 Sprint's Key Personnel and Program Manager

               Each of Sprint's Key Personnel shall have the functions assigned
to him or her as set forth in Schedule G (Key Personnel and Program Manager)
during the Term until achievement of the Final Conversion Milestone. Upon
achievement of the Final Conversion Milestone, the Parties shall review Schedule
G (Key Personnel and Program Manager) hereto and mutually agree to any additions
and deletions thereto with respect to Sprint's Key Personnel, which shall apply
to such revised Schedule G (Key Personnel and Program Manager) during the period
beginning upon the date of achievement of the Final Conversion Milestone and
continuing through the remainder of the Term. If any one of Sprint's Key
Personnel is unable to perform the functions or responsibilities assigned to him
or her in connection with this Agreement, or if he or she is no longer employed
by Sprint, Sprint shall promptly replace such person or reassign the functions
or responsibilities to another person. Sprint's Program Manager shall act as the
primary liaison between Sprint and Amdocs' Program Manager and shall have
overall responsibility for directing all of Sprint's activities hereunder and
shall be vested with all necessary authority to fulfill that responsibility,
excluding approval of any amendment to this

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -14-



Agreement, which may not be made without the express written consent of all of
Sprint's Steering Committee members. In addition to the above, Amdocs and Sprint
shall review on at least an annual basis the list of Sprint's Key Personnel and
mutually agree to any additions and deletions thereto.

          4.2.3 Additional Personnel

               In addition to Amdocs' Key Personnel, Amdocs shall make available
such additional Amdocs Personnel as are necessary to properly perform the
Services.

          4.2.4 Non-Solicitation of Employees

               During the Term and for [**] months thereafter, neither Party
shall, without the other Party's prior written consent, which may be withheld in
such Party's sole discretion, directly or indirectly solicit any employee of the
other Party whose duties and responsibilities include: (i) participation,
directly or indirectly, in the performance of this Agreement; or (ii) the
performance of other information or technology services; to leave the other
Party's employ in order to accept employment with the soliciting Party, its
Affiliates, or contractors or any other Person.

          4.2.5 Responsibility of Personnel

               Each Party shall be responsible for the management, direction,
control, supervision and compensation of its own employees.

          4.2.6 Individual Performance

               Notwithstanding Section 4.2.1 (Amdocs' Key Personnel and Program
Manager), if Sprint believes that the performance or conduct of any person or
Subcontractor employed or retained by Amdocs to perform the Services is, for any
reason, unsatisfactory to Sprint or is not in compliance with the provisions of
this Agreement, Sprint may so notify Amdocs and upon any such notice Amdocs
shall promptly remedy the performance or conduct of such person, or, at Sprint's
reasonable request, replace such person with another person reasonably
acceptable to Sprint.

     4.3  Dedicated Hardware

          In the event that Amdocs shall provide services to any Third Party
using hardware with which Amdocs provides Services to Sprint hereunder, such use
with such Third Party shall be subject to all relevant confidentiality and
security related provisions of this Agreement.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -15-



     4.4  Program Management Office; Reporting Requirements

          The roles and responsibilities of the Parties with regard to the
program management office procedures and reporting requirements shall be
described in an Additional Services Order to be agreed upon and executed by the
Parties (the "PMO Services Order").

     4.5  Acceptance Testing

          4.5.1 Software Component Testing

               (a) Amdocs shall design, develop and execute the Unit Testing,
Sub System Testing, Amdocs Integration Testing, System Testing, Conversion
Testing, of the Customized Product, all components thereof and any other
software to be provided hereunder in connection with each Release. The Parties
shall conduct the Testing Activities (as defined below) in accordance with the
process set forth below in order to verify compliance of the Customized Product
with the applicable Impact Assessment Document and Amdocs shall provide such
assistance and cooperation to Sprint as is reasonably requested by Sprint in
connection with Interconnectivity Testing, Performance Testing, and Acceptance
Testing in accordance with this Agreement, including Schedule B (Roles and
Responsibilities) (collectively, the "Amdocs Testing Activities"). With the
reasonable assistance of Amdocs, Sprint shall conduct Interconnectivity Testing,
Performance Testing, Conversion Testing and Acceptance Testing and assist Amdocs
with System Testing of the Customized Product (collectively, the "Sprint Testing
Activities," and collectively with the Amdocs Testing Activities, the "Testing
Activities"). Amdocs must meet the System Test exit criteria prior to Acceptance
Test or as agreed between the two parties. The Parties will commence good faith
discussions to set a System Test exit criteria as well as the decisive factors
that needs to be met by the Parties prior to the System Test exit date. The
System Test exit criteria, inclusive of any applicable CPSs (as will be defined
in Schedule C) will be agreed to no later than [**] days prior to the start of
System Testing of the initial post-conversion Release, and will be implemented
after the Final Conversion Milestone. For Amdocs' System Testing activities,
Sprint shall provide Amdocs, at least [**] days prior to the commencement of the
Acceptance Testing referred to herein below, with all of the test cases to be
used by Sprint for the Sprint Testing Activities. For all Testing Activities,
Amdocs will provide Sprint, upon prior request, with access to any test case
databases, test cases executed, test data used, defect logs, test entrance and
exit criteria, and data from Amdocs' data extraction tool, and any relevant test
result documentation. Sprint will also provide access to its defect management
tool to all relevant Amdocs personnel for the purposes of fixing defects opened
by Sprint. In addition, Sprint will provide Amdocs access to a mini RTB
environment (i.e., access to EAI/EI, ASI, ePort, NMS, NPS, ServicePro, SMG, SPM,
BCGI or any future system interfacing with the Customized Product) for Amdocs to
conduct end to end testing as part of the System Test.

               (b) Sprint reserves the right to observe and verify Amdocs'
performance of and results from all Amdocs' Testing Activities, including review
of test cases (except for Unit Testing and Sub System Testing), test execution
and test results of the software

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -16-



components contained or to be contained in the Customized Product, including
Customizations pursuant to the applicable Impact Assessment Document ("Software
Components"). Upon Amdocs' notification to Sprint that Amdocs has completed Unit
Testing, System Testing, and Conversion Testing of all of the Software
Components and such Software Components have been verified in writing by Sprint
to be free of known P1 defects and any other agreed to System Test exit criteria
, or Sprint and Amdocs mutually agree in writing to proceed with Acceptance
Testing notwithstanding the existence of known defects, Sprint shall promptly
begin the Acceptance Testing of such Software Components in environments using
actual converted data, if applicable, and test generated data, and using
business scenarios to be developed by the Parties during the applicable Detailed
Program Design Phase, to determine whether each Software Component performs as
warranted in Section 11 (Warranty). Sprint shall be permitted to add any
additional business scenarios after the end of the applicable Detailed Program
Design Phase to account for any changes in functionality or negative test
conditions. No later than [**] calendar days prior to System Testing, Amdocs
shall provide to Sprint a draft of the detailed test scripts used in System
Testing consisting of the detailed run books, test calendars, and any other test
case material that is used as a part of System Testing. Amdocs will deliver a
final version of the System Tests cases upon Amdocs' beginning of the System
Tests. Further, for each major release Amdocs shall provide [**] of training on
the Customized Product for Sprint personnel conducting Acceptance Testing.
During each cycle of Acceptance Testing, if Sprint determines that a Software
Component, or the Customized Product as a whole, has a material defect or is not
performing according to the Specifications, or does not perform as warranted in
Section 11.3(k) (Warranty), Sprint shall report the discrepancies to Amdocs.
During the Acceptance Testing, Amdocs must correct the deficiencies in the time
frames specified for the corresponding priority correction in Section 2.1 of
Appendix II (Mean Time to Repair) in Schedule C (Creditable Performance
Specifications (CPSs)). Sprint may re-run cycles of Acceptance Testing until
such a time that Sprint is satisfied with the quality of the Software Component.
Sprint's undertaking of Acceptance Testing does not imply acknowledgement of
defect-free software, nor does it limit Sprint's ability or right to later
discover and report product defects. Upon Sprint's verification that the
Software Components are free of known defects or Sprint's determination to
proceed with known defects, Sprint shall notify Amdocs in writing that "Initial
Acceptance" of such Software Component (or the Customized Product, as the case
may be), has occurred. Sprint's determination to proceed with known defects
shall not limit Amdocs' obligation to timely correct such defects.

               (c) Upon successful completion of the Acceptance Testing (during
which all errors or defects, if any which have been detected in the Customized
Product are cured by Amdocs), and upon a subsequent "go live" decision by
Sprint, Sprint shall begin to use the Customized Product, in a production
environment. Sprint shall be deemed to have issued its "Final Acceptance" of the
applicable Release upon Amdocs' correction of any material errors detected and
identified to Amdocs and associated with the Release (i) prior to the "go live"
date; and (ii) during the period commencing on the "go live" date and ending on
the later of: (x) [**] subsequent to such "go live" date and (y) [**] after the
completion of the first billing cycle using the applicable Release. For purposes
of clause (ii) of this Section 4.5.1(c), material errors are Priority 1 and
Priority 2 Issues as defined in Schedule C (Creditable Performance
Specifications (CPSs)) and associated with the Release. Subsequent to "Final
Acceptance," Amdocs shall be

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -17-



required to correct any errors in the applicable Release in accordance with this
Agreement, including the Schedules hereto.

               (d) Notwithstanding the above, the Parties agree that Production
CRs, due to their nature as defined in Section 12.1 (Defined Terms) below, shall
be tested by Amdocs and the provisions of this Section 4.5.1 shall not apply to
Production CRs. However, the Parties agree that Sprint shall have the right, in
its sole discretion (i) to require specific testing on a case by case basis
provided such testing is coordinated in advance with Amdocs and has no effect on
the applicable Production CRs development timetable or agreed to cost (unless
any delay in such timetable is agreed to in writing by Sprint and shall not be
considered a delay by Amdocs) and (ii) Sprint shall have the right, upon
coordination in advance with Amdocs to observe, and/or participate in, any such
testing. Amdocs shall deliver to Sprint the results of any testing conducted
pursuant to this paragraph.

          4.5.2 Non Software Acceptance

               Each material deliverable required to be provided for Sprint
pursuant to a Services Order hereunder that is not a Software Component shall
also be subject to acceptance by Sprint as provided below. The Parties shall
establish specific approval criteria with respect to each material non-software
deliverable hereunder, and shall include such approval criteria within the
applicable Services Order. Sprint shall review each such deliverable under any
such specifically established approval criteria and within the time established
for that deliverable pursuant to the applicable Services Order (or, if none is
so established then within a reasonable time). Upon completion of the reviews,
Sprint shall notify Amdocs in writing of Sprint's approval (an "Approving
Notice") or non-approval (a "Non-Approving Notice") of the deliverable.
Non-Approval may be determined only due to a failure to meet the deliverable
specific approval criteria therefor, or, in the absence of such deliverable
specific approval criteria, a material defect. In the event that Sprint does not
send to Amdocs an Approving Notice or a Non-Approving Notice within [**] days of
delivery, the deliverable shall be deemed accepted. If the deliverable is not
approved, Sprint shall include in the Non-Approving Notice a statement of the
material defect or the deliverable specific approval criteria that were not met.
Amdocs agrees that it will correct any identified material defects or failures
of a non-approved deliverable to meet the deliverable specific approval criteria
promptly, and in any event, within any time frame established in the applicable
Services Order [**]. Upon delivery of the revised deliverable, the review
process described above shall recommence with respect to all aspects of such
deliverable that were to have been corrected and any other aspects that may have
been affected as a result of such corrections.

          4.5.3 Effect of Reviews

               Notwithstanding any opportunity for Sprint to inspect any
intermediate deliverables, no testing pursuant to Section 4.5 (Acceptance
Testing) or Approving Notice shall constitute a waiver of or otherwise relieve
Amdocs from its obligations hereunder, including, without limitation pursuant to
the warranties of Section 11 (Warranty) hereof and no Approving Notice with
respect to an intermediate deliverable shall obligate Sprint with respect to, or
constitute, approval or acceptance of the Customized Product. For the avoidance
of doubt, the

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -18-



provisions of this Subsection 4.5.3 (Effect of Reviews) shall not affect the
acceptance of the Customized Product in accordance with the provisions of
Section 4.5.1 (Software Component Testing). No quality assurance, acceptance
test, or other similar procedure, other than the procedure set forth in Sections
4.5.1 (Software Component Testing) and 4.5.2 (Non-Software Acceptance) above,
will be deemed to obligate Sprint with respect to, or necessarily to constitute,
legal "acceptance" of any deliverable provided by Amdocs under this Agreement
and no such procedure will be deemed to waive any right or remedy under this
Agreement.

     4.6  Dispute Resolution

          4.6.1 Problems

               In the event of any dispute under or in relation to this
Agreement (including but not limited to a dispute regarding the subject matter
of Section 4.5 (Acceptance Testing), any Services Order, or any damages claimed
by one Party from the other Party, the Program Managers shall discuss and make
an effort to resolve such dispute at or prior to the next Steering Committee
meeting, and for at least [**] business days. If the Program Managers shall have
executed a written resolution of the dispute, each Party shall begin performance
in accordance with such resolution, provided that no agreement of the Program
Managers may amend or modify the terms of this Agreement without the concurrence
of the Steering Committee. In the event the Program Managers have been unable to
resolve the dispute, the dispute shall be referred to the Steering Committee for
its resolution at the first occurring meeting thereof following the elapse of
the above-mentioned [**] business days, or such longer period as agreed to in
writing by the Parties; provided that, at any time, a Party may call a meeting
of the Steering Committee in order to refer a dispute to the Steering Committee
for resolution.

          4.6.2 Unresolved Disputes

               If any dispute arises between the Parties, and the disputed
matter has not been resolved by the Program Managers within [**] business days
after such dispute has come to their attention (or a longer, reasonable period,
if so agreed between the Program Managers), and the disputed matter has not been
resolved by the Steering Committee at the first occurring meeting thereof
following the elapse of the above-mentioned [**] business days, or such longer
period as agreed to in writing by the Parties, or, if otherwise, at the meeting
thereof called to consider the dispute, and without regard to whether either
Party has contested whether these procedures, including the duty of good faith,
have been followed, each Party shall have the right to refer the unresolved
dispute (and, in connection with such referral, such Party shall provide a
summary of the dispute and each Party's position) to the Presidents of Sprint
and Amdocs, who will then attempt in good faith to resolve the dispute. In the
exceptional event that the Presidents of the Parties or their respective
designees cannot resolve the dispute within a time frame agreed to by the
Presidents (or, if not agreed, within a period of [**] calendar days), the
dispute shall be resolved as provided for in Section 13.6 (Governing Law And
Jurisdiction).

          4.6.3 No Termination or Suspension of Services

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -19-



               Notwithstanding anything to the contrary contained herein, and
even if any dispute arises between the Parties and regardless of whether or not
it requires at any time the use of the dispute resolution procedures described
above, in no event nor for any reason shall Amdocs interrupt the provision of
Services to Sprint, disable the Customized Product, or any portion thereof or
any other deliverable hereunder, or perform any other action that prevents,
slows down, or reduces in any way the provision of the Services or Sprint's
ability to conduct its business (with any such interruption, disablement, or
other action, being referred to herein as a "Suspension"), unless: (i) authority
to do so is granted by Sprint in writing or conferred by the Arbitrator or by a
court of competent jurisdiction; (ii) Sprint has failed to pay Amdocs in
accordance with the provisions of this Agreement at least [**] percent ([**]%)
of Amdocs' charges relating to a period of [**] days or more hereunder; provided
that (x) such charges are at least [**] days past due; (y) Amdocs has advised
Sprint's Program Manager in writing of Sprint's failure to make timely payment
of such amounts and that Amdocs reserves the right to terminate or suspend the
Services in accordance with the Agreement if such amounts are not fully paid
within [**] days of Amdocs' above written notice, and (z) Sprint has not paid
such amounts in full by the later of the [**] day period specified in (x) above
or the [**] day period specified in (y) above; or (iii) this Agreement has been
terminated pursuant to Section 6 (Term and Termination), and Amdocs has
performed all of its obligations under Section 6.5 (Transfer Assistance
(Disentanglement)). The Parties further agree that notwithstanding clause (ii)
of this Section 4.6.3 (No Termination or Suspension of Services), Amdocs shall
not be entitled to undertake a Suspension in the event that Sprint has failed to
pay Amdocs, in accordance with this Agreement, any portion (i.e., [**] percent
([**]%)) of Amdocs' charges relating to such period of [**] days or more, if
with respect to any amount greater than [**] percent ([**]%) of Amdocs' charges
relating to such period of [**] days or more, Sprint's Chief Information Officer
or Chief Operations Officer shall have determined reasonably and in good faith
that such amount is a "disputed amount" in accordance with the provisions of
Section 5.3.10(d) (Payments) hereof.

          4.6.4 Injunctive Relief

               Neither Party shall be obligated to follow the procedures set
forth in Section 6.5 (Transfer Assistance (Disentanglement)), Section 4.6.1
(Problems) and Section 4.6.2 (Unresolved Disputes), and each Party shall be
entitled to seek relief in a court of competent jurisdiction, in order to seek
injunctive relief for violations of this Agreement, provided that the Party
seeking relief shall provide the other Party [**] business day's notice prior to
seeking such relief, which notice shall include a description of why it is
seeking such relief and during which [**] day notice the Party seeking such
relief shall attempt in good faith to discuss the issue with the Program Manager
or a Steering Committee member of the other Party.

          4.7  Sprint's Policies

               Amdocs shall ensure that it, its employees, agents, and
Subcontractors comply with the following applicable internal Sprint policies
and, prospectively after notice, such additional policies as may be provided by
Sprint to Amdocs in writing from time to time, and Amdocs shall cooperate with
Sprint to facilitate Sprint's compliance with such policies, provided that
nothing in these policies contradicts any United States law, rule or regulation:

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -20-



               (a)  Security

                    At all times during the Term, Amdocs shall provide all
Services in a manner in accordance with Sprint's security requirements and
procedures, which include prevention and detection of fraud, abuse, or other
inappropriate use or access of systems and networks by all appropriate means
including network management and maintenance applications and tools, as well as
the provisions set forth in Section 7.7 (Security), and in accordance with
Amdocs' security procedures. In addition, all Amdocs personnel (including
personnel of any Subcontractors) shall be subject to and shall at all times
conform to Sprint's security rules and requirements as they have been disclosed
to Amdocs in writing. At all times during the Term, Amdocs shall ensure that it,
its employees, agents and Subcontractors: (i) comply with, and take no action
that results in Sprint being in violation of, any U.S. Federal, state or local,
or any foreign, law, regulation or rule, including those regarding security or
exportation; and (ii) obtain any and all security clearances, insofar as it is
required by any applicable law, regulation, administrative order or other
applicable authority, that Sprint determines are required in connection with the
performance of any of the Services. Specifically, in accordance with the
Department of Justice (DOJ) Information Technology (IT) security policies set
forth in DOJ Order 2640.2D dated July 12, 2001, insofar as such are applicable
to either Sprint or Amdocs, Amdocs will ensure that no foreign nationals perform
any Services under this Agreement or a related Additional Services Order that
involves direct or indirect access to, or development, operation, management or
maintenance of DOJ IT systems. DOJ IT systems include, without limitation,
information technology systems, hardware, software and media that store, process
or transmit classified and unclassified information as well as operating systems
of Federal Agencies that interface with the DOJ IT systems. A foreign national
is anyone who is not a U.S. citizen and includes lawful permanent resident
aliens. Sprint will timely notify Amdocs in writing of Amdocs' obligations and
the Additional Services Order to which the law applies.

               (b)  Computer Information and Access

                    Prior to performing any services pursuant to this Agreement,
Amdocs' personnel who will access Sprint computer data and software, including
the Sprint Data, shall execute Sprint's standard forms, to the extent they
exist, concerning access protection and data/software security. At all times
during the Term, Amdocs shall ensure that it, its employees, agents and
Subcontractors, comply with all Sprint policies and procedures regarding data
access and security, including those prohibiting or restricting remote access to
Sprint's systems and data; provided however, that Sprint acknowledges that
Amdocs shall require remote access to perform certain of the Services hereunder.
Sprint shall provide copies of any such policies to, and discuss any such
policies with, Amdocs. Amdocs shall issue to Amdocs' personnel access mechanisms
including, but not limited to, access IDs, passwords, and access cards that are
to be used only by such personnel to whom they are issued. Amdocs shall provide
to such personnel only such level of access as is required to perform the tasks
and functions for which such personnel are responsible. Amdocs shall from time
to time provide Sprint with an updated list of those Amdocs personnel having the
highest level of access to Sprint's systems, software and data. The Sprint Data
shall be used by Amdocs personnel only in connection with

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -21-



Amdocs' obligations hereunder, and shall not be commercially exploited by Amdocs
with Third Parties. Failure of Amdocs to comply with these rules may result in
Sprint restricting offending personnel from access to Sprint computer systems.
Amdocs shall maintain and ensure the confidentiality and security of the Sprint
Data. To the extent applicable, the provisions of this paragraph (b) shall
apply, mutatis mutandis, with regard to Sprint's employees, agents and
Subcontractors, if any, who will have access to Amdocs' computers, data and
software.

               (c)  Ethical Business Practices

                    Amdocs and Sprint and any Subcontractors used by them in the
performance of Services hereunder shall fulfill their obligations hereunder in
an ethical manner, and shall comply with all applicable laws and regulations and
Amdocs shall comply with any code of ethics maintained by Sprint as of the date
hereof, or implemented subsequent to the date hereof, as such may be amended
from time to time. Sprint shall provide copies of such code of ethics to, and
discuss such code with, Amdocs.

               (d)  Diversity

                    Amdocs shall comply with the supplier diversity policy
attached as Schedule J (Diversity Policy).

               (e)  Other Policies

                    Amdocs shall, and shall cause its Subcontractors and
employees performing Services hereunder to, abide by all Sprint corporate
policies applicable to the performance of the Services hereunder that may be
established by Sprint from time to time. Sprint shall provide copies of any such
policies to, and discuss any such policies with, Amdocs.

               (f)  Holidays

                    The Parties agree that Amdocs' holidays are to be determined
in accordance with Sprint policies.

5    CHARGES, CREDITS AND PAYMENTS

     5.1  Generally

          5.1.1 Charges

               As the sole and entire financial consideration for the Services
to be performed and deliverables and intellectual property to be provided by
Amdocs under this Agreement, Sprint shall pay to Amdocs the amounts set forth in
this Section 5 (Charges, Credits and Payments), which consist of:

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -22-


               (a) License Fees and Additional Licenses Fees: Sprint shall pay
the License Fees and Additional Licenses Fees in accordance with the terms and
conditions of this Agreement and as set forth in Schedule D (Charges);

               (b) Implementation and Conversion Fees: Sprint shall pay the
Implementation and Conversion Fees in accordance with the terms and conditions
of this Agreement and as set forth in Schedule D (Charges);

               (c) Monthly Subscriber Fee: Sprint shall pay the Monthly
Subscriber Fee in accordance with the terms and conditions of this Agreement and
as set forth in Schedule D (Charges);

               (d) Pass through expenses: Sprint shall pay pass through
expenses, if applicable, in accordance with Section 5.5 ([**] Pass Through
Services) and Schedule D (Charges);

               (e) Reimbursable expenses: Sprint shall reimburse Amdocs for
certain expenses in accordance with Annex A to Schedule D (Charges);

               (f) Charges for Legacy Additional Services: Sprint shall pay
Amdocs the charges for Legacy Additional Services not included in the Monthly
Subscriber Fee as set forth in Schedule K (Legacy Additional Services);

               (g) Charges for Additional Services: Sprint shall pay Amdocs the
charges for Additional Services as set forth in the Additional Services Orders;
and

               (h) Charges for Production CRs: Sprint shall pay Amdocs for the
Production CRs the Production CRs Charges as set forth in the Production CRs
SOWs approved by Sprint in accordance with the procedure described in Section
5.3 (Reporting, Invoicing and Payment) of the Agreement (subject to the
provisions of Section 7 of Schedule D to the Agreement);

               (i) Any other charges that are mutually agreed upon by the
Parties.

          5.1.2 Adjustment of Charges

               The enumerated fees and charges set forth in Section 5.1.1 to be
paid by Sprint to Amdocs are subject to change due to the addition of services
which are not at the time of execution of this Agreement within the scope of the
Services hereunder. In the event that Sprint requires any such additional
services hereunder, Sprint shall pay Amdocs in accordance with the Amdocs Rate,
unless a fixed price arrangement is agreed upon by the Parties, and the
reimbursable expenses structure specified in Annex A to Schedule D (Charges)
shall apply to the delivery of such additional services (or Additional Release).
Further, to the extent that Schedule L (Envelope Parameters) contemplates any
additional fees to be payable by Sprint to Amdocs in the event that an envelope
parameter stated therein is exceeded, and in the event that

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -23-



the Parties agree that any conditions to the payment of any such additional fees
have been met, then Sprint shall pay such fees to Amdocs.

          5.1.3 License to Generic Product

               (a) Amdocs affirms that Sprint possess, and otherwise hereby
grants to Sprint, a royalty-free, fully-paid, perpetual, non-transferable
(except as permitted in this Agreement) license for Sprint (or its designee) to
use, copy, modify and exploit [**] with respect to Subscribers or cancelled
Subscribers [**] the benefit of the use of, all modules of the Generic Product,
including those specified in Annex B to Schedule D (Charges), as well as any
future releases of such modules or any new modules of the Generic Product, which
are to be customized in accordance with each Implementation Services Order
hereunder.

               (b) In addition to the license granted under paragraph (a) above,
Amdocs affirms that Sprint possess, and otherwise hereby grants to Sprint, a
royalty-free, fully-paid, non-transferable (except as permitted in this
Agreement) license for Sprint (or its designee) to use, copy, modify and exploit
[**] the benefit of the use of all modules of the Generic Product, including
those specified in Annex B to Schedule D (Charges), as well as any future
releases of such modules or any new modules of the Generic Product, which are to
be customized in accordance with each Implementation Services Order hereunder,
only for as long as Amdocs provides to Sprint [**] development and operational
services similar to the Services hereunder with regard to the utilization of the
license granted under this paragraph (b).

               (c) Amdocs hereby represents and warrants that at the time of
execution of this Agreement, Amdocs' Generic Product only includes the modules
and software products listed in Annex B to Schedule D (Charges). Amdocs agrees
that any modules and software products not listed in Annex B to Schedule D
(Charges) hereto, and that are commercially available on the date hereof, shall
be provided to Sprint [**].

     5.2  [**]

               (a) Beginning one year after the Final Conversion Date and
continuing through the Term, Amdocs will annually perform, if so requested in
writing by Sprint, an audit comparing Sprint's [**] and the [**] of Similar
Services provided to other Amdocs customers in the preceding year to determine
whether such Sprint's [**] as provided for in paragraph (a)(i) below. After
completing each such audit, Amdocs shall deliver to the Sprint (x) a reasonably
detailed summary of the findings of such audit, specifying any differences
between the above [**]; (y) if applicable, (a) a summary of material differences
in the legal and financial risk factors, required upfront investment by Amdocs,
presence or absence of license fee components, presence or absence of
maintenance components, presence or absence of discounts and/or credits, the
volumes and nature of subscribers supported, differences in mix of on-shoring /
off-shoring labor, and the service level commitments (including but not limited
to automatic continuous improvement adjustments to such service level
commitments) that Amdocs believes justify the difference (if such revealed by
the audit) between the [**] of Sprint and the [**] of Similar Services provided
to other Amdocs customers as aforesaid and (b) the adjustment to Sprint's then
current [**] that

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -24-



Amdocs proposes be made if the factors identified in part (a) of this clause (y)
are taken into account; and (z) a certification signed by a unit president of
Amdocs (or unit president of its applicable Affiliate) certifying that Amdocs
has completed the required audit and that the summaries described in clauses (x)
and (y) above, are accurate and, in the case of (x), complete. For the avoidance
of doubt, Amdocs shall not disclose any confidential and/or proprietary
information of third parties, including but not limited to the identity of the
customers used, for the above audit and summaries resulting therefrom.

                    (i) "[**]" means that the Sprint's [**] for Similar Services
is [**] for Similar Services.

                    (ii) "[**]" means the [**] (including, without limitation,
any [**] (including but not limited to Sprint) after all [**] are applied.

                    (iii) "Similar Services" means, each of the following for
any given audit: (A) the overall combination of services and associated
deliverables required by the Amdocs customer; (B) the specific combination of
development services and associated deliverables required by the Amdocs
customer; and (C) the specific combination of operation services and associated
deliverables required by the Amdocs customer, in each case including the time
period during which the overall or applicable services are provided and the
overall or applicable [**], taking into account the duration of the underlying
agreement, where the services and associated deliverables provided to other than
Sprint Amdocs customers resemble, as best as possible on a relative basis, the
Services provided to Sprint under this Agreement. In other words, [**]
comparisons of Similar Services with regard to the combinations described in
(A), (B) and (C) above of this paragraph (iii). For avoidance of doubt, in no
event shall Amdocs refuse to conduct a [**] audit on the basis that there does
not exist Similar Services, but shall instead conduct such audit with respect to
the services provided to other Amdocs customers that resemble, as best as
possible on a relative basis, Similar Services.

               (b) If the audit described in clause (a) above indicates that
Sprint's [**] as provided for in paragraph (a)(i) above, the Parties shall meet
within [**] business days following Sprint's receipt of the certification and
summaries described in clause (a) above (or such longer period as is mutually
agreed), to (i) review and discuss in good faith the findings of the audit a
provided under paragraph (x) of clause (a) above, (ii) review and discuss in
good faith the summary provided by Amdocs to Sprint under paragraph (y) of
clause (a) above, and (iii) review and discuss any additional relevant factors
to be presented by Amdocs.

               (c) Promptly after the meeting of the Parties referred to in
clause (b) above (if such meeting is required pursuant to this Section 5.2),
Amdocs will adjust Sprint's then current [**] it by the following amounts and,
in each case, such adjustment will be applied for the remainder of the Term,
subject to future [**] audits under this Section 5.2: (x) the full difference
between the [**] to Sprint and the [**] of

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -25-



the Similar Services that were identified by the audit in clause (a) above if no
additional factors were provided by Amdocs to Sprint pursuant to part (y) of
clause (a) above; (y) if the Parties mutually agree, [**] in order to take into
account the additional factors provided by Amdocs to Sprint pursuant to part (y)
of clause (a) above; or (z) the amount proposed by Amdocs [**] under part (y) of
clause (a) above if the Parties disagree with respect to whether the additional
factors provided by Amdocs to Sprint pursuant to part (y) of clause (a) should
be taken into account; provided that Sprint may refer such disagreement to
dispute resolution in accordance with Section 4.6 (Dispute Resolution) and if it
is determined in accordance therewith that the [**] charged to Sprint should
have been [**], then Amdocs will reduce Sprint's then current [**] by such
additional amounts, retroactive to the date on which Sprint's Net Price was (or
should have been) initially [**] by Amdocs pursuant to clause (z) of this
paragraph with respect to such [**] audit.

     5.3  Reporting, Invoicing and Payment

          5.3.1 Reports

               Amdocs shall issue monthly reports in accordance with the
provisions of the Agreement, including without limitation, Schedule B (Roles and
Responsibilities) and Schedule C (Creditable Performance Specifications (CPSs)).

          5.3.2 Invoicing of License, and Implementation and Conversion Fees

               Upon Sprint's reasonable determination of the occurrence of each
event designated as a "Milestone" for the implementation or conversion, as
applicable, of the Customized Product in Schedule D (Charges) in accordance with
the criteria set forth in Section 4.5 (Acceptance Testing), Sprint shall pay
Amdocs in accordance with the provisions of Schedule D (Charges) with respect to
such "Milestone" (including any applicable partial payments stated therein). The
same invoicing process shall be followed with respect to each Additional Release
when being provided by Amdocs on a [**] basis.

          5.3.3 Invoicing of Monthly Subscriber Fee

               At the end of each month, Amdocs shall invoice Sprint the Monthly
Subscriber Fee.

          5.3.4 Invoicing of Legacy Additional Services

               Amdocs shall invoice Sprint the charges for the Legacy Additional
Services not included in the Monthly Subscriber Fee as provided for in Schedule
K (Legacy Additional Services).

          5.3.5 Invoicing of Pass Through Expenses and Reimbursable Expenses

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -26-



               Amdocs shall invoice Sprint the pass through expenses described
in Section 5.1.1(d) (Pass Through Expenses) as provided for in Schedule R ([**]
Pass Through Services) and Schedule D (Charges), as applicable. Amdocs shall
invoice Sprint for the reimbursable expenses described in Section 5.1.1(e)
(Reimbursable Expenses) as provided in Schedule D (Charges).

          5.3.6 Invoicing of Additional Services

               Amdocs shall invoice Sprint the charges for the Additional
Services as provided for in the Additional Services Order. However, if no
specific invoicing or payment terms are agreed upon, Amdocs shall invoice Sprint
such charges at the end of each month during which Amdocs has performed the
Additional Services. If an Additional Services Order, or portion thereof,
designates fees to be paid on a Milestone basis, then, upon the occurrence of
the Milestone, Amdocs may invoice Sprint for the amount set forth in connection
with such Milestone. If an Additional Services Order, or portion thereof,
designates fees to be paid on a time and materials basis, or does not designate
a specific fee structure, Amdocs may invoice Sprint monthly for the amount due
and payable in accordance with the Additional Services Order based upon
Additional Services already performed.

          5.3.7 Invoicing of Production CRs

               Amdocs shall invoice Sprint the Production CRs Charges as
provided for in Production CRs SOWs which have been approved by Sprint in
accordance with the Fast Track Procedure and as follows: Approval by Sprint and
submission to Amdocs of the Production CRs SOWs will be by an e-mail to be
followed by a fax of the signed copy of such SOWs (for the avoidance of doubt,
the above referred to approval e-mail is sufficient for Amdocs to commence the
development of the applicable Production CRs and for Sprint to pay for such
Additional Services. It is Sprint's responsibility to fax Amdocs the signed
Production CRs SOWs following the approval e-mail). However, if no specific
payment terms are agreed upon in the Production CRs SOWs, Amdocs shall invoice
Sprint such charges at the end of each month during which Amdocs has performed
the Production CRs.

          5.3.8 Invoices

               (a) All reports and invoices issued by Amdocs hereunder shall be
sent to both the Sprint Program Manager and Sprint Accounts Payable shall be in
such reasonable detail as requested or approved by the Joint Committee of Sprint
and Amdocs referred to in Subsection 5.3.10 (Payments) herein below. Such
invoices shall contain, in addition to any other types of information agreed
upon by the Joint Committee, the following detailed information, as applicable:
identification of any Milestone applicable to each payment, Sprint's purchase
order number (which purchase order number shall be provided by Sprint to Amdocs
in a timely manner), service descriptions, hours of service against specific
enumerated tasks and responsibilities (including any Milestone, if any),
credits, if applicable, and, in the case of Services provided on a time and
material basis, identification of individuals performing services. All invoices
shall be denominated in currency of the United States of America.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -27-



               (b) Amdocs shall provide separate invoicing to Sprint [**]
purchasing under this Agreement.

               (c) Upon Sprint's request, Amdocs shall submit invoices and
receive payments electronically using an electronic platform described in
Exhibit A.

          5.3.9 Performance Credits and Bonuses

               Sprint will be entitled to Performance Credits, and Amdocs shall
be entitled to bonuses, in accordance with Schedule C (Creditable Performance
Specifications (CPSs)), in respect of Amdocs' actual performance of Services as
measured against the CPSs. It is understood that Performance Credits are
intended to reflect, to some extent, the diminished value of Amdocs' Services in
such events. Performance Credits are not intended to compensate Sprint for any
breach or default by Amdocs under this Agreement, nor to constitute damages,
liquidated damages, or other compensation for any such breach or default. In no
event shall Performance Credits be Sprint's sole and exclusive remedy with
respect to any failure of Amdocs to comply with applicable CPSs; provided that
any monetary award granted to Sprint with respect to such failure shall be
reduced by, but shall not be limited to, any Performance Credit paid by Amdocs
with respect to such failure.

          5.3.10 Payments

               (a) Except for amounts reasonably disputed in good faith (which
shall be dealt with as provided below), Sprint shall pay all invoices properly
issued no later than the [**] calendar day (the "Due Date") after receipt
thereof. Payments shall be made by Sprint directly to the following Amdocs' bank
account:

                    ABN AMRO Bank NV
                    New York, New York 10017
                    Account name: [**]
                    Account #: [**]
                    SWIFT Code: ABNAUS33
                    ABA Routing Number: 026009580

               (b) Amdocs invoices shall be deemed paid upon delivery of the
amounts specified therein to the above bank account. Amdocs shall be permitted
to charge Sprint Interest on any undisputed amount payable under this Agreement
in the event such undisputed amount is not paid within [**] days of the Due
Date, on the monthly invoice immediately following the month of the invoice
including such unpaid amount, such Interest to be computed from the Due Date to
the date of payment.

               (c) Each of Sprint and Amdocs shall appoint one member of a joint
committee (the "Joint Committee") established to deal with the issue of Amdocs'
invoices and any disputed amounts payable under this Agreement. The first
members of the Joint Committee will be Sprint's Director of Customer Billing
Solutions and Amdocs' Vice President for the Customer Care and Billing Project.
The committee members will agree on the format of

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -28-



Amdocs' invoices and the additional information or documentation, if any,
required to support such invoices.

               (d) Upon receiving an Amdocs invoice, Sprint shall, as soon as
reasonably practicable, review the invoice to verify whether there are any
disputed amounts in the invoice; provided that Sprint shall retain its right to
dispute any amounts contained in such invoice that it discovers later, including
subsequent to the payment of such invoice. In the event Sprint is of the opinion
that any invoice contains a disputed amount (whether or not the disputed amount
has already been paid by Sprint), it shall promptly prepare a detailed
memorandum explaining the basis for the dispute and gather reasonable
documentation and information, if possible, to substantiate it. Sprint shall
then, without further delay, bring such material to the attention of the Joint
Committee who shall use all reasonable efforts to resolve the matter of the
disputed amount within [**] days. If such a resolution cannot be reached within
the above period (or any other period mutually agreed upon by the Parties), the
matter shall be immediately presented by the Joint Committee to Sprint's Chief
Information Officer or Sprint's Chief Operations Officer for determination as to
whether the amount in question (or any part thereof) is disputed or not.
Provided that the procedure set forth in this clause (d) has been followed and
that such person determines that the amount is disputed and was initially
invoiced on or after the date that is [**] days prior to the date of the invoice
from which such disputed amount is being withheld, Sprint shall have the right
to withhold such amount from such invoice and the matter shall be resolved in
accordance with the dispute resolution procedure specified in Section 4.6
(Dispute Resolution) as if the matter has not been resolved by the Program
Managers; provided, however, that nothing herein shall be construed to restrict
or limit in any way Sprint's right to terminate this Agreement, at any time, in
accordance with the provisions of Section 6 (Term and Termination) hereof.
Sprint shall also be permitted to withhold any "Computable Amounts" from any
invoice.

               (e) The failure of Sprint to pay a disputed invoice or to pay the
disputed part of any invoice shall not constitute a breach or Default by Sprint
provided that the procedure described above herein has been followed with
respect to the matter. In the event that Sprint disputes an amount invoiced by
Amdocs and the procedure described in clause (d) above results in a
determination that such amount is due and owing by Sprint, such amount shall be
due and payable within [**] business days of Sprint's receipt of such
determination. The failure of Sprint to withhold payment shall not waive any
other rights Sprint may have with respect to disputed amounts or overpayments.

               (f) All payments under this Agreement shall be made in currency
of the United States of America.

               (g) Notwithstanding anything above to the contrary, with regard
to the Milestone related payments specified in Schedule D (Charges) hereof,
Amdocs shall use commercially reasonable efforts to include such payments on the
invoice being issued related to the month in which Acceptance of the Milestone
occurs. If such payments are not included on such invoices, then: (i) Amdocs
shall issue to Sprint invoices on the anticipated Milestone achievement date;
and (ii) subject to Sprint's reasonable determination that the applicable

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -29-



Milestone has been achieved in accordance with Schedule D (Charges), Sprint
shall pay such invoices in accordance with the process set forth in Section
5.3.10(a) above.

          5.3.11 Third Party Services

               Sprint may engage Third Parties to provide services in connection
with the Customized Product; provided that Sprint shall provide Amdocs with
notice prior to engaging any Third Party [**]. [**] to facilitate the successful
accomplishment of the services; provided that (i) such Third-Party shall sign a
confidentiality agreement with Amdocs containing confidentiality obligations
substantially similar to those set forth in Section 7 (Confidential Information
and Security) and (ii) Amdocs' personnel can reasonably do so without adversely
affecting Amdocs' compliance with the CPSs or other aspects of the Services
being delivered hereunder. [**]: (i) providing general information [**] used in
providing [**]); (ii) [**] such Third Party [**] in connection with such
services [**]; (iii) providing [**], as described in the following sentence);
and (iv) [**] in connection with the such services. If Amdocs is [**] the scope
of the Services, [**], based on [**]; provided that Amdocs [**]. Amdocs shall
[**].

          5.3.12 Taxes

               (a)  Compliance

                    The Parties will comply with all federal, state, and local
tax laws applicable to transactions occurring under this Agreement. Amdocs shall
provide Sprint with a completed Form I-9, applicable Form W-8 series form, or
Form 8233, as appropriate, for federal income tax reporting purposes.

               (b)  Payment Obligation

                    Sprint shall be responsible for applicable Sales and Use Tax
imposed by a taxing authority located in the United States on charges for goods
and/or services provided by Amdocs pursuant to this Agreement; provided,
however, that Sprint shall not be responsible for (i) such taxes for which
Sprint provides Amdocs with a valid properly executed exemption certificate,
(ii) any taxes imposed on Amdocs arising from Amdocs' consumption of goods and
services in connection with this Agreement, and (iii) any other taxes,
assessments duties, permits, tariffs, fees or other charges of any kind. For
sales to Sprint or Sprint Affiliates based and operating in the United States,
Amdocs shall be responsible for any present or future sales, transaction, or
withholding, tax imposed by a taxing authority located outside the United States
for goods and/or services provided by Amdocs pursuant to this Agreement. For
sales to or payments received from Sprint Affiliates based and/or operating
outside the United States, Amdocs' fees are net to be received by Amdocs and do
not include and are free and clear of deduction for any and all present or
future taxes, customs, duties, charges or withholdings with respect thereto,
including but not limited to value added tax, sales tax and similar taxes or
duties as well as withholding taxes. For the avoidance of doubt, neither Party
shall be responsible for the payment of any taxes, regardless of the location of
the taxing authority, imposed on the income or personal property of the other
Party.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -30-



               (c)  Invoicing

                    Amdocs shall separately state all taxable and non-taxable
charges on all invoices issued to Sprint. Amdocs will separately state
applicable Sales and Use Taxes on charges for goods and services provided under
this Agreement. If Amdocs fails to properly invoice Sprint for taxes on the
original invoice for goods and services provided under this Agreement, Sprint
shall not be responsible for payment to Amdocs of corrected tax amounts on any
invoices which are outside the applicable state or locality statute of
limitations, without taking into account any statute waivers Amdocs has decided
to execute. Except in cases Amdocs is not charging tax on specific goods and
services at the request of Sprint, Amdocs will hold Sprint harmless from and
against any penalty, interest or other costs assessed against Amdocs as a result
of the failure of Amdocs to include tax on the original invoice.

               (d) Within [**] days after the date of any deduction of any Taxes
by or on behalf of Sprint from or in respect of any sum payable to Amdocs
hereunder, Sprint shall furnish to Amdocs, at its address referred to herein,
the original or a certified copy of a receipt evidencing such deduction of
Taxes.

               (e) Each Party shall upon the request of the other take
reasonable action, including without limitation the completion of forms,
certificates and documents and the provision of information to the relevant
taxing authority, of the kind required under the applicable law, to secure the
benefit of any exemption from or relief with respect to the Taxes applicable to
any amounts payable hereunder.

               (f)  Cooperation

                    The Parties agree to cooperate with each other to enable
each to more accurately determine its own tax liability and to minimize such
liability to the extent legally permissible.

     5.4  Expenses

          As provided above, Sprint shall reimburse Amdocs for reasonable out of
pocket expenses, incurred by Amdocs Personnel directly providing Services, in
accordance with Annex A to Schedule D (Charges) hereof.

     5.5  [**] Pass Through Services

          The Parties acknowledge that [**] of the Services provided hereunder
for the [**], which are further described in Schedule R ([**] Pass Through
Services), [**] by the Parties. Amdocs shall (i) continue to provide such
Services (the "[**] Pass Through Services") [**] at the charges set forth in
Schedule R ([**] Pass Through Services) until such time as the transition of the
[**] Pass Through Services is successfully completed; and (ii) provide
transition services for the [**] Pass Through Services to Sprint in accordance
with Exhibit B to Schedule R so as to successfully complete the transition of
the [**] Pass Through Services by the date specified above in this Section.
Sprint shall pay Amdocs all charges (including but not limited to

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -31-



deposits and other fees) Amdocs incurs in performing the [**] Pass Through
Services as further described in Schedule R ([**] Pass Through Services), plus
an additional fixed amount of $[**] until the number of Sprint's Subscribers
reaches [**]. In the event Sprint's number of Subscribers exceeds [**],
then the above additional fixed amount will be increased by $[**] per each
Subscriber above [**]. For the avoidance of doubt, the $[**] per Subscriber
above [**] is an annual charge (and not a monthly charge). For example, in the
event Sprint reaches [**] Subscribers on December 31, 2003, the annual
additional fixed amount will be $[**] plus [**] Subscribers (in excess of [**])
multiplied by $[**], i.e., a total of $[**]. Sprint shall pay these additional
payments in accordance with the payment terms as specified in Section 5.3.10.
The Parties acknowledge that a [**] Pass Through Services has been commenced
under the Original Agreement and shall be [**] agreed to by the Parties. If such
[**] Pass Through Services are [**] and Amdocs does [**], as required by the
Original Agreement, that it shall [**], then [**] Pass Through Services [**] and
Amdocs shall provide the transition services described in clause (ii) above on
such revised timeline. Further, Sprint and Amdocs agree that (a) with respect to
[**] Subscribers, Sprint shall be required to obtain the [**] Pass Through
Services for at least [**] percent ([**]%) of the [**] and shall in no event be
required to obtain the [**] Pass Through Services for more than [**] percent
([**]%) [**] (b) Sprint may in-source the [**] Pass Through Services any time on
or after the Effective Date for any Subscriber who is not [**]. Subject to
Section 6.5.1 (Disentanglement Process) with regard to CPSs, Amdocs shall remain
responsible for all applicable CPSs and other performance standards herein, and
shall be responsible to Sprint for the fulfillment of any CPSs or other
applicable performance standards with respect to all Subscribers receiving the
[**] Pass Through Services through [**] until completion of the transition of
the [**] Pass Through Services.

6    TERM AND TERMINATION

     6.1  Term

          The period during which Amdocs shall be obligated to provide the
Services under this Agreement shall commence on the Effective Date and end on
the earliest of (i) January 31, 2014 (provided that the Term will be further
extended by the number of calendar months by which the Final Conversion
Milestone is delayed for reasons that are solely the responsibility of Sprint
and not solely the responsibility of Amdocs, such that the Term will be
concluded on the date which is no less than six and one half (6.5) years after
the Final Conversion Milestone) and (ii) the termination of this Agreement
pursuant to its terms. Amdocs shall notify Sprint of the expiration of the Term
no earlier than [**] months, nor later than [**] months, before the date on
which the Term would expire. For the avoidance of doubt, all Additional Services
orders issued under the Agreement and intended to be valid during the Term
(e.g., where provided that an Additional Services Order shall be valid for the
duration of the Agreement or for the Term), shall expire (subject to applicable
provisions of the Agreement) upon expiration of the Term as aforesaid.

     6.2 Termination for Convenience; Change in Control of Amdocs; Termination
for Force Majeure; Termination for Financial Instability; Effect of Termination

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -32-



          6.2.1 Termination for Convenience

               Sprint shall have the right to terminate for its convenience the
Services (including the Additional Services) or only the Additional Services (in
the aggregate or by Additional Services Order), effective at 11:59 p.m. on the
last day of any calendar quarter (e.g., March 31, etc.) (the "Termination Date"
with regard to termination for convenience) by delivering to Amdocs a written
"Termination Notice" at least [**] days before the Termination Date. In the
event Sprint terminates the Services or the Additional Services for its
convenience (in addition to paying all fees otherwise payable by Sprint
hereunder through the Termination Date), Sprint shall pay to Amdocs an Exit Fee
determined in accordance with Schedule I (Exit Fee Computation) and Schedule I1
(Exit Fee Computation for Additional Services) in the event the Services are
terminated, and Schedule I1 (Exit Fee Computation for Additional Services) in
the event only the Additional Services (or portion thereof) are terminated;
provided that the amount of such Exit Fee shall be determined on the basis of
the date of the Termination Notice; and provided, further, that such Exit Fee
shall be payable to Amdocs in the following manner: [**] of the Exit Fee shall
be payable to Amdocs on the date of the Termination Notice, [**] of the Exit Fee
shall be payable to Amdocs on the Termination Date and [**] of the Exit Fee
shall be payable to Amdocs on the Expiration Date (as defined in Section 6.5.1
(Disentanglement Process)), provided that this final installment of the Exit Fee
shall be deposited by Sprint in a Third-Party escrow account on or prior to the
Termination Date and released on the Expiration Date. For the avoidance of
doubt, (a) Sprint shall not be able to partially terminate the Services
(excluding the Additional Services) pursuant to this Section 6.2.1 (For
Convenience)) and (b) Sprint's ability to terminate the Additional Services in
the aggregate or by Additional Services Order shall also apply to the Legacy
Additional Services identified in Schedule K (Legacy Additional Services) as not
being included in the MSF. If Legacy Additional Services are so terminated, the
Parties shall meet to discuss and agree upon what, if any, updates to the
Schedules or Exhibits to this Agreement may be appropriate to reflect the
termination of such Legacy Additional Services. In addition, in the event of
termination for convenience by Sprint as aforesaid, Sprint shall provide Amdocs
with a written statement (the "Termination Statement") signed by Sprint in the
form of Exhibit B attached hereto and Amdocs may present this statement to Third
Parties and use it in any way it deems fit. The Parties agree that Sprint's
provision to Amdocs of a Termination Statement hereunder shall not be construed
to imply that Sprint does not believe that Amdocs has committed any Default or
breach hereunder, or to prohibit or restrict Sprint's right to make any claim
that Amdocs has committed any Default or breach hereunder, and notwithstanding
the provision of such Termination Statement, Sprint shall have all remedies
available to it in accordance with Section 10.2 (Remedies) hereof with respect
to any failure or breach by Amdocs in the performance of its obligations
hereunder, subject to the provisions of this Agreement, including any
limitations on damages contained in this Agreement.

          6.2.2 Change in Control of Amdocs

               (a) In the event of a Change in Control of Amdocs or Amdocs
Limited that results in a Sprint Competitor or any Affiliate of a Sprint
Competitor acquiring Control of Amdocs or Amdocs Limited, Sprint shall have the
right to end the Term on a date that is the last

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -33-


day of a calendar quarter (e.g., March 31, etc.), by sending Amdocs a
Termination Notice at least ninety (90) days before the Termination Date
specified in such Termination Notice, provided that Sprint shall have delivered
such notice to Amdocs not later than ninety (90) days following the effective
date of such Change in Control. If Sprint terminates the Agreement pursuant to
this Section 6.2.2, and provided that the Termination Date is fixed on a day
that is at least [**] following the date on which the prospective Change
in Control is publicly disclosed, [**]. In addition, in the event of termination
of this Agreement by Sprint due to Change in Control as aforesaid, Sprint shall
provide Amdocs with a Termination Statement signed by Sprint in the form of
Exhibit B attached hereto and Amdocs may present this statement to Third Parties
and use it in any way it deems fit. The Parties agree that Sprint's provision to
Amdocs of a Termination Statement hereunder shall not be construed to imply that
Sprint does not believe that Amdocs has committed any Default or breach
hereunder, or to prohibit or restrict Sprint's right to make any claim that
Amdocs has committed any Default or breach hereunder, and notwithstanding the
provision of such Termination Statement, Sprint shall have all remedies
available to it in accordance with Section 10.2 (Remedies) hereof with respect
to any failure or breach by Amdocs in the performance of its obligations
hereunder, subject to the provisions of this Agreement, including any
limitations on damages contained in this Agreement. Without limiting the
foregoing, in the event of any Change in Control of Amdocs or Amdocs Limited,
for a period of twelve months from the date of the event of such Change in
Control, all points for the calculation of Performance Credits and Bonuses under
Schedule C (CPSs) shall be [**].

               (b) Solely for purposes of this Section 6.2.2 (Change in Control
of Amdocs), Control shall mean the legal, beneficial, or equitable ownership,
direct or indirect, of more than fifty percent (50%) of the aggregate of all
voting or equity interests in Amdocs or Amdocs Limited, as the case may be;
"Change in Control" shall mean the closing of any transaction or related series
of transactions as a result of which a single person or business unit (or
legally or contractually related group of persons or businesses) acquires
Control of Amdocs or Amdocs Limited, as the case may be.

          6.2.3 Termination for Force Majeure Event

               If a delay or interruption of performance by Amdocs resulting
from its experiencing a Force Majeure Event exceeds [**] days (the "Force
Majeure Period"), then Sprint may either: (i) terminate the Term, by delivering
to Amdocs a Termination Notice specifying a Termination Date not less than [**]
days after the date of the Termination Notice; and in the event of such a
termination, Amdocs shall perform its Disentanglement obligations hereunder
until they are fulfilled; provided that, during the pendency of the Force
Majeure Event, Amdocs shall only perform its Disentanglement obligations to the
extent such obligations can be performed despite the Force Majeure Event; or
(ii) engage an alternate provider (who shall be subject to the confidentiality
requirements hereunder), on an interim basis, to perform the Services that
Amdocs is unable to perform as a result of the Force Majeure Event until such
time as Amdocs is able again to perform the Services in accordance with the
terms hereof. [**] if Sprint terminates the Term on the basis of a Force Majeure
Event. If Sprint delivers a Termination Notice to Amdocs as described in clause
(i) above, and Amdocs is able to restore

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -34-



full performance of its obligations under this Agreement within [**] days after
the date of the Termination Notice, then Sprint shall revoke such Termination
Notice.

               For the avoidance of doubt, the Parties expressly agree that: (i)
in the event that the Force Majeure Event constitutes a "Disaster," Amdocs shall
not be deemed to be failing to perform the Services if Amdocs is performing
disaster recovery services in accordance with the Disaster Recovery Plan; and
(ii) Sprint shall have a right to terminate the Agreement under this Section
6.2.3 (Termination for Force Majeure Event), whether or not Amdocs is so
performing disaster recovery services in accordance with the Disaster Recovery
Plan, in the event that due to the Force Majeure Event, Amdocs is unable to
perform the Services as they would be required to be performed under this
Agreement in the absence of the occurrence of the Force Majeure Event and in
accordance with the CPSs (subject to any applicable Grace Period under Schedule
C (Creditable Performance Specifications (CPSs)). In addition, in the event of
termination for Force Majeure Event by Sprint as aforesaid, Sprint shall provide
Amdocs with a Termination Statement signed by Sprint in the form of Exhibit B
attached hereto and Amdocs may present this statement to Third Parties and use
it in any way it deems fit. The Parties agree that Sprint's provision to Amdocs
of a Termination Statement hereunder shall not be construed to imply that Sprint
does not believe that Amdocs has committed any Default or breach hereunder
(independent of the failure that is caused by the Force Majeure Event), or to
prohibit or restrict Sprint's right to make any claim that Amdocs has committed
any Default or breach hereunder (independent of the failure that is caused by
the Force Majeure Event), and notwithstanding the provision of such Termination
Statement, Sprint shall have all remedies available to it in accordance with
Section 10.2 (Remedies) hereof with respect to any failure or breach by Amdocs
in the performance of its obligations hereunder, subject to the provisions of
this Agreement, including any limitations on damages contained in this
Agreement.

          6.2.4 Termination for Financial Instability

               If (a) Amdocs does not meet its undisputed material obligations,
including judgments, to third parties as those obligations become due after a
final judgment, (b) Amdocs' stock is involuntarily removed or delisted from a
trading exchange due to the financial situation of Amdocs, Sprint may terminate
the Agreement on [**] days notice to Amdocs and pay Amdocs [**] percent ([**]%)
of any Exit Fee that would have applied if Sprint elected to terminate the
Agreement pursuant to Section 6.2.1 (Termination for Convenience) as determined
in accordance with Schedule I (Exit Fee Computation) and Schedule I1 (Exit Fee
Computation for Additional Services) ("[**] Exit Fee Termination For Financial
Instability"). Alternatively, if the events described in clause (a) or (b) above
occur, Sprint may submit the matter to the Steering Committee, which shall meet
within [**] business days of the referral of the matter to the Steering
Committee by Sprint to determine whether such events shall give rise to the
right for Sprint to terminate the Agreement promptly on [**] days notice without
any requirement to pay Amdocs any Exit Fee or other termination fees ("[**] Exit
Fee Termination For Financial Instability") If the Steering Committee determines
that such events do give rise to a right to [**] Exit Fee Termination For
Financial Instability, Sprint may elect to exercise such right any time after
such decision of the Steering Committee. If the Steering Committee determines
that such events do not give rise to a right to [**] Exit Fee Termination For
Financial Instability, then the

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -35-



matter shall be submitted to arbitration pursuant to Section 13.6 (Governing Law
and Jurisdiction). If the arbitration determines that such events do give rise
to a right to [**] Exit Fee Termination For Financial Instability, Sprint may
elect to exercise such right any time after such decision of the arbitration.
For avoidance of doubt, Sprint may exercise its right to the [**] Exit Fee
Termination For Financial Instability at any time during or after the
commencement of the processes described in this Section related to the
determination of whether there exists a right to [**] Exit Fee Termination For
Financial Instability.

          6.2.5 Effect of Termination

               For the avoidance of doubt, any termination under this Section
6.2 shall be effective with regard to Sprint [**] receiving Services under this
Agreement, but shall not be effective with regard to [**] that has entered into
its own agreement with Amdocs.

     6.3  Termination for Cause

          6.3.1 Critical Defaults

               Section 4.6 (Dispute Resolution) hereof notwithstanding, the Term
may be ended by either Party at any time, by delivering a Termination Notice
specifying a Termination Date to the other Party if the other Party commits a
Critical Default, provided that such Termination Date stated in any Termination
Notice issued pursuant to this Section 6.3.1 (Critical Defaults)) shall be [**]
days or more subsequent to the date of such Termination Notice. Termination
shall be effective at 11:59 p.m. on the Termination Date; in the event of such a
termination by Sprint, Amdocs shall perform its Disentanglement obligations
hereunder until they are fulfilled. Termination shall not constitute a Party's
exclusive remedy for such a Critical Default, and such Party shall not be deemed
to have waived any of its rights accruing hereunder prior to such Critical
Default. Sprint shall not be required to pay Amdocs any Exit Fee or other
termination fees if Sprint terminates the Term for Critical Default. If Sprint
ends the Term as a result of a claimed Critical Default by Amdocs and it is
determined by the Arbitrator that no Critical Default was committed, then the
termination shall be deemed a termination for convenience, pursuant to Section
6.2.1 (For Convenience), and Amdocs shall have all remedies available to it, in
accordance with Section 10.2 (Remedies) hereof, in connection with such
determination that no Default was committed. For purposes of this Section 6.3
(Termination for Cause), a "Critical Default" of Amdocs shall mean each of the
defaults described in clauses (a), (d), (e) and (g) of Section 12.1.57 (Default)
hereunder only; and a "Critical Default" of Sprint shall mean the default
described in clause (f) of Section 12.1.57 (Default) hereunder, i.e., Sprint's
failure to pay Amdocs in accordance with the provisions of this Agreement more
than [**] percent ([**]%) of Amdocs' charges relating to a period of [**] days
or more hereunder; provided that (x) such charges are at least [**] days past
due; (y) Amdocs has advised Sprint's Program Manager in writing of Sprint's
failure to make timely payment of such amounts and that Amdocs reserves the
right to terminate or suspend the Services in accordance with the Agreement if
such amounts are not fully paid within [**] days of Amdocs' above written
notice, and (z) Sprint has not paid such amounts in full by the later of the
[**] day period specified in (x) above or the [**] day period specified in (y)
above; and provided further, however, that,

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -36-



notwithstanding anything to the contrary provided above, there shall not be
deemed to have occurred a "Critical Default" of Sprint hereunder in the event
that Sprint has failed to pay Amdocs, in accordance with this Agreement, any
portion (i.e., up to [**] percent ([**]%)) of Amdocs' charges relating to such
period of [**] days or more, if with respect to any amount greater than [**]
percent ([**]%) of Amdocs' charges relating to such period of [**] days or more,
Sprint's Chief Information Officer or Chief Operations Officer shall have
determined such amount is a "disputed amount" in accordance with Section 5.3.10
(Payments) hereof.

          6.3.2 Material Defaults

               In the event that Sprint believes Amdocs has committed a Default
described in clause (f) of Section 12.1.57 (Default) hereunder or either Party
believes the other Party has committed a Default described in clause (c) of
Section 12.1.57 (Default) hereunder (each referred to hereinafter as a "Material
Default"), the Party asserting that such Material Default has been committed
shall provide the other Party with written notice of such claim, and within [**]
calendar days of the date of such notification the matter shall be submitted to
arbitration in accordance with Section 13.6 (Governing Law and Jurisdiction).
The purpose of such arbitration shall be to determine, assuming the truth of all
claims of the Party asserting that such Material Default has been committed,
whether the other Party's failure or breach is "material" for purposes of clause
(c) or (f) of Section 12.1.57 (Default), as the case may be. The Arbitrators
shall make its initial determination of materiality, and if the Arbitrators
confirms that the asserted failure or breach is "material," then the Arbitrators
must determine whether the asserted Material Default was in fact committed and
was not cured within the applicable cure period therefor, if any (i.e., that the
conditions of a Default under clause (f) or clause (c), as the case may be, of
Section 12.1.57 (Default) were met). If the Arbitrators determine that a Party
did in fact commit a Material Default, or the Arbitrators fail to render a
determination within [**] months of the original notification as to whether such
Material Default was in fact committed, then the Party asserting such Material
Default shall have the right to terminate this Agreement. The [**] month time
limit during which the Arbitrators must determine whether a Party has in fact
committed a Material Default shall be reduced by the number of days in excess of
[**] elapsing between the date of the original notice described above and
the date of the Arbitrators' initial threshold determination of materiality. In
the event that the Arbitrators rule that a Material Default has been committed
by a Party, the other Party may initiate the termination by sending the other
Party a Termination Notice specifying a Termination Date, provided that such
Termination Date shall be [**] days or more subsequent to the date of such
Termination Notice. Termination shall be effective at 11:59 p.m. on the
Termination Date, and, in the event of such a termination, Amdocs shall perform
its Disentanglement obligations hereunder until they are fulfilled. Upon
termination by Sprint pursuant to this Section 6.3.2 (Material Defaults), Amdocs
shall [**] subsequent to the expiration of any cure period contained in clause
(c) or clause (f), as the case may be, of Section 12.1.57 (Default). Termination
shall not constitute a Party's exclusive remedy for a Material Default of the
other Party, and the Arbitrator shall have time beyond the [**] month time
period referenced above to determine the damages due to a Party for such
asserted failure or breach of the other Party hereunder. Further, a Party shall
not be deemed to have waived any of its rights accruing hereunder prior to

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -37-



submitting the original notice described above, and Sprint shall not be required
to pay Amdocs any Exit Fee or other termination fees if Sprint terminates the
Term pursuant to this Section 6.3.2 (Material Defaults). Further, the
non-prevailing Party in any arbitration conducted pursuant to this Section 6.3.2
(Material Defaults) shall be required to pay the arbitration costs, including
reasonable attorney's fees, of the other Party. If a Party asserting a Material
Default terminates this Agreement, in accordance herewith, on the basis of the
Arbitrator's failure to render a determination within [**] months of the
original notification, as to whether such Material Default was in fact
committed, the arbitration shall continue in order to determine whether such
Material Default was committed; and if such determination is that neither a
Critical Default or a Material Default was committed, then the termination shall
be deemed a termination for convenience, pursuant to Section 6.2.1 (For
Convenience).

          6.3.3 Other Defaults

               In the event that either Party (the "First Party") commits an
Other Default, the other Party (the "Second Party") may, after providing the
First Party with written notice of such Other Default, submit the matter to the
escalation procedures set forth in Section 4.6 (Dispute Resolution). If, as a
result of such procedure, the Arbitrator determines that the First Party did in
fact commit an Other Default, then the Second Party shall have the right to
terminate this Agreement by sending the First Party a Termination Notice
specifying a Termination Date, provided that such Termination Date shall be [**]
days or more subsequent to the date of such Termination Notice. Termination
shall be effective at 11:59 p.m. on the Termination Date; in the event of such a
termination by Sprint, [**]. Termination shall not constitute the Second Party's
exclusive remedy for such an Other Default, and the Second Party shall not be
deemed to have waived any of its rights accruing hereunder prior to such Other
Default. Sprint shall [**]. For purposes of this Section 6.3 (Termination for
Cause), an "Other Default" of Amdocs shall mean the Default described in clause
(b) of Section 12.1.57 (Default) hereunder and an "Other Default" of Sprint
shall mean the Default described in clause (e) of Section 12.1.57 (Default)
hereunder.

     6.4  Extension of Services

          In the event that the Agreement has been terminated by Sprint in
accordance with the terms hereof, or in the event that the Term has expired,
Sprint may, at its sole option and discretion prior to the applicable
Termination Date, extend the effective date of any such expiration or
termination of the Term for up to [**] successive periods of up to [**] each
beyond the applicable Termination Date, upon at least [**] days' prior, written
notice to Amdocs. The Parties hereby acknowledge, for the avoidance of doubt,
that during any period of extension under this Section 6.4 (Extension of
Services) all terms and conditions of this Agreement shall continue to apply,
including but not limited to: (i) the Monthly Subscriber Fee and (ii) the CPSs
and the imposition of Performance Credits for Amdocs' failure to meet such CPSs,
and the application of bonuses with respect thereto.

     6.5  Transfer Assistance (Disentanglement)

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -38-



          6.5.1 Disentanglement Process

               The Disentanglement process shall begin on the earlier of the
following dates: (i) the [**] day prior to the end of the Term; or (ii) the date
a Termination Notice is delivered by Sprint. During the Disentanglement process,
Amdocs shall perform certain services related to the transition of any
terminated Services to Sprint or Sprint's designee as described herein below
(the "Disentanglement Services"), including but not limited to, after the
Termination Date, certain continuation of the Services or any component thereof
(the "Continuation Services"). Amdocs' obligation to perform the Services, and
Sprint's obligation to pay for the Services in accordance with the terms set
forth in this Agreement and, for the avoidance of doubt, other than for the
Disentanglement Services including the Continuation Services, shall expire: (A)
at the end of the Term; or (B) on the applicable Termination Date specified
pursuant to Section 6 (Term and Termination); provided, however, that Sprint's
obligation to pay for Services rendered prior to such date, but not yet paid for
in accordance with the terms hereof, shall remain in effect subsequent to such
date. After the Termination Date, Amdocs shall provide the Disentanglement
Services, including the Continuation Services, as and to the extent reasonably
requested by Sprint, for up to [**] months after the Termination Date (the
"Initial Disentanglement Period"), including any extensions thereof under
Section 6.4 (Extension of Services) hereof (with the date on which Amdocs'
obligation to provide Disentanglement Services expires being referred to herein
as the "Expiration Date"); provided, however, that, upon [**] days' prior
written notice, Sprint may extend such Expiration Date by an additional [**]
month period (the "Additional Disentanglement Period"). Following the
Termination Date (i.e., during the Initial Disentanglement Period and the
Additional Disentanglement Period, if any), the CPSs shall remain in effect;
provided, however, that Amdocs shall not be subject to the application of any
Performance Credits, or entitled to earn any Bonuses (as such term is defined in
Schedule C (Creditable Performance Specifications (CPSs))), during either the
Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs
and Sprint shall discuss in good faith a plan for determining the nature and
extent of Sprint's Disentanglement obligations and for the transfer of Services
in process, provided, however, that Amdocs' obligations under this Agreement to
provide all Disentanglement Services reasonably requested by Sprint shall not be
lessened, to the extent practicable. Except as otherwise explicitly provided in
the Agreement, all terms and conditions of the Agreement shall continue to apply
during the Initial Disentanglement Period and the Additional Disentanglement
Period, if any.

          6.5.2 General Obligations

               Amdocs shall take all actions reasonably necessary to accomplish,
on the Termination Date, a complete transition of responsibility for the
Services being terminated from Amdocs to Sprint, or to any replacement provider
designated by Sprint, including the performance by Amdocs of all of the
obligations imposed upon it pursuant to this Section 6.5 (Transfer Assistance
(Disentanglement)), with no material interruption of or adverse impact on the
Services or any other services provided by Third Parties (collectively, a
"Disentanglement"). Prior to the Termination Date, Amdocs shall use commercially
reasonable efforts to cooperate

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -39-



with Sprint and any new service provider and to perform the Disentanglement
Services requested by Sprint and otherwise promptly take all steps required to
assist Sprint in effecting a complete Disentanglement. Amdocs shall perform the
Disentanglement Services in accordance with the manner in which it provides
similar services to its similarly sized customers. Sprint shall act reasonably
in assisting Amdocs in Amdocs' fulfilling its Disentanglement obligations as
quickly as reasonably practicable, under the circumstances. Amdocs shall provide
all information regarding the Services or as otherwise needed for
Disentanglement. Amdocs shall provide for the prompt and orderly conclusion of
all work, as Sprint may reasonably direct, including completion or partial
completion of some projects, documentation of work in process, and other
measures to ensure an orderly transition to Sprint or Sprint's designee, and
Amdocs shall perform the Services in accordance with the CPSs until the
Termination Date. Upon Sprint's reasonable determination that Amdocs has
successfully performed all of Amdocs' obligations in connection with
Disentanglement as provided in this Section 6.5 (Transfer Assistance
(Disentanglement)), Sprint shall promptly provide Amdocs with written notice
that a Disentanglement satisfactory to Sprint has occurred ("Disentanglement
Notice"). If Sprint refuses to issue the Disentanglement Notice based on its
determination that Amdocs has not yet completed its Disentanglement obligations
provided in this Section 6.5 (Transfer Assistance (Disentanglement)), and Amdocs
disagrees with such determination, Amdocs may submit the matter to the
escalation procedures set forth in Section 4.6 (Dispute Resolution).
Irrespective of the passing of the anticipated Termination Date, Amdocs'
obligation to perform the Disentanglement shall not cease until the Expiration
Date.

          6.5.3 Specific Obligations

               The Disentanglement shall include the performance of the
following specific obligations:

               (a) After delivery of the Termination Notice, the Parties shall
cooperate fully with one another to facilitate a smooth transition of the
Services from Amdocs to Sprint or Sprint's designated replacement provider. Such
cooperation shall include the provision (both before and after the Termination
Date) by Amdocs to Sprint of sufficient information available to Amdocs
(including all information then being utilized by Amdocs) to enable Sprint's
personnel (or that of Third Parties) who are reasonably skilled in the provision
of services similar to the Services, to fully assume and continue the provision
of the Services.

               (b) Amdocs shall use commercially reasonable efforts to convey or
assign to Sprint (or its designee), any leases, licenses, and other agreements
(except facility and financing leases), to the extent permissible under such
agreements, that are requested by Sprint and are held by Amdocs (or cause to be
conveyed or assigned any of the same held by any Affiliate of Amdocs) and used
by Amdocs, Sprint, or any Subcontractor in connection with the provision or
receipt of the Services (the "Essential Agreements"). Furthermore, whenever any
Essential Agreement is extended, renewed, or renegotiated, Amdocs shall use
commercially reasonable efforts to obtain the other party's consent to such
conveyance or assignment. Amdocs' obligation under this subsection shall include
Amdocs' using commercially reasonable efforts to perform all obligations under
the Essential Agreements that are to be performed by it

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -40-



with respect to periods prior to the date of conveyance or assignment to Sprint
(or its designee). Sprint shall reimburse Amdocs for expenses incurred by Amdocs
in respect of Amdocs' conveyance or assignment to Sprint of any Essential
Agreement or in Amdocs' obtaining the other party's consent to the assignment or
conveyance of any Essential Agreement, provided Amdocs has used commercially
reasonable efforts to minimize such expense.

               (c) Amdocs shall use commercially reasonable efforts, to the
extent permissible under any contracts associated with such assets, to convey to
Sprint from among those other assets then held by Amdocs for the provision of
Services to Sprint, such assets as Sprint may select, at a price consisting of
the fair-market value. Assets held by Amdocs shall be deemed to include assets
in which title is in Amdocs' Affiliates or designees or in Third Parties
pursuant to a financing lease or other security arrangements under the Uniform
Commercial Code or its equivalent in non-United States jurisdictions.

               (d) Amdocs shall deliver to Sprint or Sprint's designee, at
Sprint's request, all documentation and data related to Sprint, including the
Sprint Data, held by Amdocs, except for documents and data that are legally
privileged in the hands of Amdocs, and Amdocs shall destroy all copies thereof
not turned over to Sprint[**]; provided, however, Amdocs may retain archival
copies of such documentation and data, solely for its internal records, subject
to Amdocs' maintaining the confidentiality of any Sprint Data embedded in such
archival copies in accordance with Section 7 (Confidential Information and
Security) hereof.

               (e) Amdocs shall reasonably cooperate with Sprint and all of
Sprint's other service providers to ensure a reasonably smooth transition at the
time of Disentanglement, with no interruption of Services, minimal adverse
impact on the provision of Services or Sprint's activities and minimal
interruption of any Services provided by Third Parties.

               (f) Irrespective of the passing of the Termination Date, Amdocs
shall continue to perform, until their respective completion (or until Sprint
earlier directs Amdocs to cease performing), any Services relating to a
subsequent Release Amdocs is performing as of the Termination Date, in
accordance with the established schedule for such Release and at the Amdocs
Rate. Amdocs shall use commercially reasonable efforts to complete any and all
such Releases as soon after the Termination Date as possible. For a period of
[**] months following the completion of any Release, Amdocs shall provide
Services to Sprint to facilitate the transition of such Release from Amdocs to
Sprint or Sprint's designee.

          6.5.4 Preparation for Disentanglement

               (a) Up-to-date Documentation

                    Amdocs shall provide to Sprint as part of the
Disentanglement Services (unless otherwise required under other provisions of
this Agreement), Documentation and other information for all software (including
any applications developed as part of the Services) and hardware, including, but
not limited to, the Amdocs Standard Materials, to enable a reasonably competent
person fully to assume the provision of the Services. Amdocs shall also provide
such Documentation for all upgrades or replacement software or hardware
concurrently

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -41-



with the installation thereof. If the Documentation relates to Third-Party
Standard Materials, Amdocs shall provide Sprint the Documentation then-currently
made available by the provider of the Third-Party Standard Materials. If the
Documentation relates to proprietary Amdocs Standard Materials, Amdocs shall
provide the then-available Documentation; if such then-available Documentation
is insufficient to allow persons who meet the standards required of Amdocs
personnel in this Agreement to understand and operate such proprietary Amdocs
Standard Materials, then Amdocs shall create sufficient additional Documentation
in a timely manner and provide it to Sprint at Sprint's expense, provided Amdocs
has used commercially reasonable efforts to minimize such expense.

               (b) Maintenance of Assets

                    Amdocs shall procure all of its hardware, software, systems,
networks, technologies, and other assets utilized in providing Services to
Sprint (including leased and licensed assets) on commercially reasonable terms
and shall maintain such assets in good condition and in such locations and
configurations as to be readily identifiable, and to the extent practicable and
permissible under any agreements associated with such assets, transferable to
Sprint or its designees in accordance with the provisions of this Agreement; in
addition, Amdocs shall insure such assets in accordance with the requirements of
Section 9.6 (Insurance).

          6.5.5 Charges for Disentanglement Services

               For all Disentanglement Services provided to Sprint, Amdocs shall
charge Sprint and Sprint shall pay Amdocs during the Initial Disentanglement
Period and the Additional Disentanglement Period, as applicable, the greater of
(i) the Monthly Subscriber Fee as provided in Schedule D (Charges) or (ii) [**]
dollars ($[**]). Sprint shall be permitted to hold back [**] percent ([**]%) of
the Monthly Subscriber Fee amounts invoiced by Amdocs during the applicable
Disentanglement Period until Sprint issues the Disentanglement Notice; provided
that any such held back amounts shall be deposited in a Third-Party escrow
account and released upon issuance of the Disentanglement Notice.

          6.5.6 Disentanglement Process with regard to Additional Services

               The provisions of Section 6.5 (including its Sub-Sections) shall
apply, mutatis mutandis, with regard to the termination of the Additional
Services.

7    CONFIDENTIAL INFORMATION AND SECURITY

     7.1  Generally

          (a) To the extent that either Party (the "Discloser") discloses
Confidential Information to the other (the "Recipient") the Recipient shall
protect the Confidential Information of the Discloser;

          (b) The Recipient shall:

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -42-



                    (i) use the same care and discretion to avoid disclosure,
publication, or dissemination of the Discloser's Confidential Information as the
Recipient uses with its own similar information that it does not wish to
disclose, publish, or disseminate;

                    (ii) use the Discloser's Confidential Information solely for
the purpose for which it was disclosed or otherwise for the benefit of the
Discloser;

                    (iii) take steps to minimize the dissemination or copying of
the Discloser's Confidential Information except to the extent necessary to
perform its obligations under this Agreement;

                    (iv) not acquire any express or implied right or license
under any patent, copyright, trade secret, or other right or assert any lien
against Confidential Information of the other Party; and

                    (v) use its best efforts to inform its employees, agents,
and subcontractors who perform duties with respect to this Agreement about these
restrictions.

               (c) The Recipient may disclose Confidential Information to the
Recipient's employees, agents, Affiliates, and Subcontractors (except for Sprint
Competitors or Amdocs Competitors, as the case may be), who have: (i) a need to
know such Confidential Information in order to perform their duties; and (ii) a
legal duty to protect the Confidential Information. The Recipient assumes full
responsibility for the acts or omissions of its Subcontractors, Affiliates,
agents, and employees with respect to such Confidential Information.

     7.2  Exclusions

               (a) Confidential Information shall not include specific
information to the extent that the Recipient can demonstrate such information
was:

                    (i) after disclosure to Recipient, published or otherwise a
part of the public domain through no fault of the Recipient;

                    (ii) in the possession of such Recipient at the time of
disclosure to it, if such Party was not then under an obligation of
confidentiality with respect thereto;

                    (iii) obtained from a source other than the Discloser who
had a lawful right to disclose such Confidential Information to it;

                    (iv) independently developed by the Recipient, as
demonstrated by credible evidence, without reference to Confidential Information
of the Discloser;

                    (v) at the time of disclosure to the Recipient, generally
available to the public as evidenced by generally available documents or
publications through no fault of the Recipient; or

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -43-



                    (vi) disclosed by the Discloser to another entity without
obligation of confidentiality.

     For the purpose hereof, disclosures which are specific (e.g., as to
engineering and design practices and techniques, equipment, products, or
operating conditions), shall not be deemed to be within the foregoing exceptions
merely because they are embraced by general disclosures in the public domain or
in the possession of the Recipient. In addition, any combination of features
shall not be deemed to be within the foregoing exceptions merely because
individual features are in the public domain or in the possession of the
Recipient, but only if the combination itself and its principle of operation are
in the public domain or in the possession of such Recipient.

     7.3  Required Disclosure

          The Recipient may disclose Confidential Information to the extent
disclosure is required by law or by a court or governmental agency or any other
entity authorized by applicable law to require such disclosure; provided,
however, that the Recipient shall use its commercially reasonable efforts to
maintain the confidentiality of the Confidential Information by means of a
protective order or other similar protection and shall give the owner of such
Confidential Information prompt notice in order that it have every opportunity
to intercede in such process to contest such disclosure and shall use
commercially reasonable efforts to cooperate with the owner of such Confidential
Information to protect the confidentiality of such Confidential Information. The
owner of such Confidential Information reserves the right to obtain a protective
order or otherwise protect the confidentiality of such Confidential Information.

     7.4  Notification

          In the event of any disclosure or loss of Confidential Information,
the Recipient shall notify the Discloser as soon as possible.

     7.5  Return of Confidential Information

          Unless it is expressly authorized by this Agreement to retain the
other Party's Confidential Information, a Party shall promptly return or
destroy, at the other Party's option, the other Party's Confidential
Information, including materials prepared in whole or in part based on such
Confidential Information, and all copies thereof (except for one copy, which may
be retained in the Party's confidential files, unless such retention would be
prohibited by law or by contract), and at the other Party's request, an officer
of such Party shall certify to the other Party that it no longer has in its
possession or under its control any Confidential Information in any form
whatsoever, or any copy thereof.

     7.6  Confidentiality Agreements

          Each Party shall require each of its employees, agents, and
Subcontractors participating in the performance of the Services hereunder to
execute an agreement (unless

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -44-



already executed) in a form reasonably acceptable to the other Party containing
obligations of confidentiality with respect to the other Party's Confidential
information substantially similar to those of the Parties hereunder. Each Party,
upon the other Party's request, shall provide to the other Party a copy of such
form of confidentiality agreement.

     7.7  Security

          In performance of its obligations hereunder, Amdocs shall comply with
the security and other requirements set forth in Schedule Y (Privacy and
Security Attachment).

     7.8  Services from [**]

          Amdocs agrees that the only customer data to be sent to or accessed in
[**] and the only Services to be performed in [**] will be those described on
the Services Matrix attached hereto as Schedule U (Services Matrix). Amdocs will
follow at all times the security measures listed below in this Section 7.8. The
Services Matrix may be modified from time to time upon only the mutual agreement
of the Parties. Amdocs will provide notice of any security breach and will
cooperate with Sprint to correct the same. Amdocs will, [**]. Amdocs represents
that, as of the Effective Date, there have been no security breaches or
unauthorized disclosures at its facilities in [**]. Amdocs agrees that Sprint
may terminate Amdocs' right to perform Services from [**] upon written notice to
Amdocs of any breach of this Section (material breach in the case of Amdocs'
failure to comply with the requirements set forth in the following list) that is
not cured within the timeframes described in the process below:

          -    All customer data resides in the Amdocs Champaign data center.
               There is no replica of the customer database in [**].

          -    The IP address range of [**] sites are blocked in the perimeter
               switches, thus preventing direct access from [**].

          -    All access from [**] is over a secure scrambled MPLS line.

          -    User accounts with access to the production environment at
               Amdocs' facility are limited to users who are current employees
               with the proper job title and job description.

          -    A process is in place relating to obtaining (and documenting)
               management's authorization for the access provided to new users.

          -    All employees are required to authenticate to the production
               network with a Token Card as currently used to authenticate users
               on the production network.

          -    Usage of token cards and access is monitored via E-Trust.

          -    During the termination process a CHAMPS ticket is opened to
               revoke all access for [**] employees including the revocation of
               the secure token.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -45-



          -    All additional access to data is blocked and users have no means
               of getting to production data if they do not use the
               authentication mechanisms in place.

          -    Physical access to the Amdocs facility is controlled by magnetic
               key cards.

          -    Distribution of key cards with access to the Amdocs' facility is
               limited to users who are current employees with the proper job
               title and job description.

          -    All SAS 70 Control objectives will be audited and reported to
               Sprint.

Within [**] of Sprint's notice to Amdocs of such breach, or Amdocs otherwise
becoming aware of such breach (in which case Amdocs shall promptly notify Sprint
in writing of such breach's existence), Amdocs shall provide to Sprint a written
status of Amdocs' efforts to cure such breach, which shall include a reasonably
detailed description of how the breach was resolved, or if not yet resolved, a
proposed action plan for the resolution of the breach and the associated
timeframe for mitigation and resolution of such breach. If Sprint determines in
its discretion that such action plan or timeframe for mitigation or resolution
is not acceptable, Sprint and Amdocs will use commercially reasonable efforts to
determine a mutually agreeable action plan and timeframes for mitigation or
resolution. If Sprint determines the Parties are unable to reach an agreement,
then Sprint may suspend Amdocs' right to perform Services from [**] upon written
notice to Amdocs until such time as the Parties reach a mutually agreeable
action plan and timeframes for mitigation or resolution.

8    INTELLECTUAL PROPERTY RIGHTS

     8.1  Ownership of Customized Materials; License to Use Customized Materials

          8.1.1 Allocation of Rights

          The Parties shall use commercially reasonable efforts to mutually
agree upon in each Services Order (i) the description of the Customized
Materials to be developed under such Services Order and (ii) the allocation of
the rights in such Customized Materials by identifying such Customized Materials
as being either Category A, B, C or D Customized Materials in accordance with
the definitions set forth below, or as otherwise set forth in the applicable
Services Order. Customized Materials will be deemed to be Category B Customized
Materials unless otherwise set forth in the applicable Services Order. When
making requests that the Parties classify the Customized Materials under a given
Services Order as Category A Customized Materials, Sprint will do so in a
reasonable manner and will take into consideration the effect such
classification would have upon Amdocs' ability to provide services to its other
customers of the Generic Product.

          8.1.2 Categories of Customized Materials

               The categories of Customized Materials shall be as follows:

               (a) Category A Customized Materials. Category A Customized
Materials are those Customized Materials in which Sprint shall be the sole and
exclusive owner

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -46-



of such Customized Materials and Amdocs hereby assigns and agrees to assign to
Sprint, exclusively, all right, title and interest therein. Ownership of
Category A Customized Materials shall inure to the benefit of Sprint from the
date of conception, of creation, or of fixation in a tangible medium of
expression (whichever occurs first), of such Customized Materials. Amdocs also
acknowledges that the Parties do not intend Amdocs to be a joint author of the
Category A Customized Materials within the meaning of the Copyright Act of 1976,
as amended, and that in no event shall Amdocs be deemed the joint author of any
Category A Customized Materials.

               (b) Category B Customized Materials. Category B Customized
Materials are those Customized Materials in which Amdocs, subject to the license
grant to Sprint described herein, shall be the sole and exclusive owner of such
Customized Materials and Sprint hereby assigns and agrees to assign to Amdocs,
exclusively, all right, title, and interest therein. Ownership of Category B
Customized Materials shall inure to the benefit of Amdocs from the date of
conception, of creation, or of fixation in a tangible medium of expression
(whichever occurs first), of such Customized Materials. Sprint also acknowledges
that the Parties do not intend Sprint to be a joint author of the Category B
Customized Materials within the meaning of the Copyright Act of 1976, as
amended, and that in no event shall Sprint be deemed the joint author of any
Category B Customized Materials. For the avoidance of doubt, Amdocs' ownership
of the Customized Materials shall not derogate from Amdocs' obligations
hereunder with regard to Sprint's Confidential Information. Amdocs hereby
grants: (i) a royalty-free, fully-paid, perpetual, non-transferable (except as
permitted in this Agreement) license to Sprint (or its designee) to use, copy,
modify, and exploit [**] with respect to Subscribers or cancelled Subscribers
[**] the benefit of the use of, the Category B Customized Materials, [**] with
respect to Subscribers or cancelled Subscribers [**] in connection with the
conduct of Sprint's [**] business (which business shall be deemed not to include
marketing itself, and operating as, a re-seller or re-licensor of software),
with a right to enable Third Party service providers to use such Customized
Materials to provide services to Sprint; and (ii) in addition to the license
granted in clause (i) above, a royalty-free, fully-paid, non-transferable
(except as permitted in this Agreement) license to Sprint (or its designee) to
use, copy, modify, and exploit [**] the benefit of the use of, the Category B
Customized Materials, [**] (subject to the provisions of Section 2.11 (Sprint
Parties) hereof), in connection with the conduct of Sprint's [**] business
(which business shall be deemed not to include marketing itself, and operating
as, a re-seller or re-licensor of software), with a right to enable Third Party
service providers to use such Customized Materials to provide services to
Sprint, only for as long as Amdocs provides to Sprint [**] development and
operational services similar to the Services hereunder with regard to
utilization of the license granted under this clause (ii).

               (c) Category C Customized Materials. Category C Customized
Materials are those Customized Materials in which Amdocs, subject to the license
grant to Sprint and the Exclusivity Period described herein, shall be the sole
and exclusive owner of such Customized Materials and Sprint hereby assigns and
agrees to assign to Amdocs, exclusively, all right, title, and interest therein.
Ownership of Category C Customized Materials shall inure to the benefit of
Amdocs from the date of conception, of creation, or of fixation in a tangible
medium of expression (whichever occurs first), of such Customized Materials.
Sprint also acknowledges that the Parties do not intend Sprint to be a joint
author of the Category C

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -47-



Customized Materials within the meaning of the Copyright Act of 1976, as
amended, and that in no event shall Sprint be deemed the joint author of any
Category C Customized Materials. For the avoidance of doubt, Amdocs' ownership
of the Customized Materials shall not derogate from Amdocs' obligations
hereunder with regard to Sprint's Confidential Information. Amdocs hereby
grants: (i) a royalty-free, fully-paid, perpetual, non-transferable (except as
permitted in this Agreement) license to Sprint (or its designee) to use, copy,
modify, and exploit [**] the benefit of the use of, the Category C Customized
Materials [**], and all derivatives thereof [**] in connection with the conduct
of Sprint's [**] (which business shall be deemed not to include marketing
itself, and operating as, a re-seller or re-licensor of software), with a right
to enable Third Party service providers to use such Customized Materials to
provide services to Sprint; and (ii) in addition to the license granted in
clause (i) above, a royalty-free, fully-paid, perpetual, non-transferable
(except as permitted in this Agreement) license to Sprint (or its designee) to
use, copy, modify, and exploit [**], and to allow [**] the benefit of the use
of, the Category C Customized Materials, [**], and all derivatives thereof
(subject to the provisions of Section 2.11 (Sprint Parties) hereof), in
connection with the conduct of Sprint's [**] business (which business shall be
deemed not to include marketing itself, and operating as, a re-seller or
re-licensor of software), with a right to enable Third Party service providers
to use such Customized Materials to provide services to Sprint, [**]. Further,
the licenses granted by Amdocs under the preceding sentence shall be an
exclusive to Sprint, such that without the prior written consent of Sprint,
Amdocs shall be prohibited from marketing, licensing, selling, or delivering
such Category C Customized Materials, to, or using such Category C Customized
Materials for the benefit of, any Third Party during the period prior to, and
for a period of [**] (or such other period if the Parties mutually agree) (the
"Exclusivity Period") following, the date of Acceptance of the implementation of
such Category C Customized Material into production for Sprint.

               (d) Category D Customized Materials. Category D Customized
Materials are those Customized Materials in which Sprint shall be the sole and
exclusive owner of such Customized Materials and Amdocs hereby assigns and
agrees to assign to Sprint, exclusively, all right, title and interest therein.
Ownership of Category D Customized Materials shall inure to the benefit of
Sprint from the date of conception, of creation, or of fixation in a tangible
medium of expression (whichever occurs first), of such Customized Materials.
Amdocs also acknowledges that the Parties do not intend Amdocs to be a joint
author of the Category D Customized Materials within the meaning of the
Copyright Act of 1976, as amended, and that in no event shall Amdocs be deemed
the joint author of any Category D Customized Materials. Sprint hereby grants a
royalty-free, fully-paid, perpetual, non-transferable license to Amdocs to (i)
use [**] the Category D Customized Materials, in connection with Amdocs'
performance of this Agreement and internal use only, and (ii) use any patent
rights Sprint might have in the Category D Customized Materials in connection
with Amdocs' development, subject to the next sentence of this paragraph, of
software code for Amdocs' other customers and Amdocs' licensing of such software
code to such Amdocs' other customers. Nothing within this paragraph shall
preclude Amdocs from providing to Amdocs' other customers similar functionality
as that contained in the Category D Customized Materials (e.g., development by
Amdocs for other customers new software code with similar functionality as that
contained in the Category D Customized Materials), provided that in doing so
Amdocs shall in no event make use of the Category D Customized Materials or any
Sprint Confidential Information.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -48-



               (e) iDEN Customizations. Notwithstanding the process described in
Section 8.1.1 (Allocation of Rights) or the categories of Customized Materials
described in clauses (a), (b), (c) and (d) above in this Section 8.1.2
(Categories of Customized Materials), Sprint and Amdocs agree that any portion
of the Customized Materials comprising the iDEN Customizations shall be deemed
to be Category C Customized Materials, with the exception that the license
granted by Amdocs shall be exclusive to Sprint, such that without the prior
written consent of Sprint, Amdocs shall be prohibited from marketing, licensing,
selling, or delivering such iDEN Customizations, to, or using such iDEN
Customizations for the benefit of, any Third Party located in, or who intends to
use the iDEN Customizations in, any of the countries listed in Schedule P
(Countries) hereto, during the period prior to, and for a period of [**] (the
"iDEN Exclusivity Period") following, the date upon which, in accordance with
Section 4.5.1(b)(Software Component Testing), Sprint shall begin Acceptance
Testing of the Customized Product, provided that the Exclusivity Period shall be
extended by the number of days contained in any periods during which Acceptance
Testing cannot be continued by Sprint due to errors or defects of the Customized
Product. If, in accordance with the terms hereof (i.e., with Sprint's prior,
written consent if during the Exclusivity Period), Amdocs shall sell or license
the iDEN Customizations to, or use the iDEN Customizations for the benefit of,
any Third Party, at any time, Amdocs shall provide to Sprint a "sales bonus" on
the basis of the number of Third Party Subscribers of such Third Party as of the
date such iDEN Customizations are sold or licensed to, or used for the benefit
of, such Third Party, in accordance with the following table:



      NUMBER OF THIRD PARTY SUBSCRIBERS        AMOUNT OF SALES BONUS
      ---------------------------------        ---------------------
                                            
Up to [**] million Third Party Subscribers             $[**]
[**] to [**] million Third Party Subscribers           $[**]
Over [**] million Third Party Subscribers              $[**]


; provided that Amdocs shall pay Sprint the aggregate amount of such sales
bonuses within [**] days of each anniversary of the Effective Date with respect
to each such Third Party to whom the iDEN Customizations are licensed or sold,
or for whose benefit the iDEN Customizations are used, during the [**] period
ending on such anniversary.

          8.1.3 Escrow

               (a) Escrow Deposit

               If and to the extent that Amdocs does not deliver complete source
and object code for all the deliverables that constitute software under this
Agreement ("Software") to Sprint, then, Amdocs shall establish and maintain an
escrow with Iron Mountain Intellectual Property, Inc. or another escrow agent
satisfactory to Sprint (the "Escrow Agent"). The escrow

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -49-



agreement with the Escrow Agent shall be consistent with the requirements of
this Section 8.1.3 (including, without limitation, the release conditions and
procedures related to the release of the Escrow Deposit) and shall not add any
procedures or requirements to the release of the Escrow Deposit unless Sprint
expressly agrees in writing to such additional procedures or requirements.
Amdocs shall deposit in such escrow, a copy of all source and object code for
the Software, together with all Software documentation reasonably necessary for
Sprint to fully maintain, modify and utilize the Software (collectively, the
"Escrow Deposit"), all in a form that is machine readable and useable, and, if
any portion of the Escrow Deposit is encrypted, Amdocs shall also include in the
Escrow Deposit or deliver to Sprint the decryption tools and decryption keys
necessary to access the source code. The Escrow Deposit shall be updated (i) at
least [**] each [**] during the Term, and (ii) in addition, upon Sprint's
request, such request to be made no more frequently than [**] per each [**]
during the Term; provided that to the extent the Escrow Deposit already contains
the most current version of the portions of the Generic Product that are not
modules of the ENSEMBLE customer care and billing platform, then such updates to
the Escrow Deposit may include no update to such portions of the Generic
Product. Amdocs shall be responsible for the payment of the Escrow Agent's fees
and all costs of producing and delivering the Escrow Deposit to the Escrow
Agent, except for the annual enrollment fees shall be borne by Sprint). Sprint
shall have the right to verify, or to have the Escrow Agent verify, at Amdocs'
expense, the Escrow Deposit, at any time, upon reasonable notice, for its
accuracy and completeness. Escrow Agent shall, at Sprint's cost, provide Sprint
a quarterly update regarding the version and release of any source code held in
escrow. Amdocs warrants and represents that Amdocs maintains a current and
accurate repository of the source code for the Customized Product in a CCC
Harvest database (which is Amdocs' source code version management tool), which
includes, without limitation, all associated makefiles necessary for building
the Customized Product, any hotfixes that Amdocs applies to the production
environment of the Customized Product and the database schema of the Customized
Product (collectively, the "Repository"). Without limiting the foregoing, Amdocs
shall deliver to the Escrow Agent, as part of the Escrow Deposit, a complete and
accurate copy of the Repository and will provide the Escrow Agent with the last
good build number performed on the Customized Product source code prior to the
creation and delivery of such copy of the Repository to the Escrow Agent.

               (b) Release Conditions

               The Escrow Deposit (but excluding the portion consisting of the
source code of the Generic Product) shall be released to Sprint in the event:
(a) of the expiration of the Term of the Agreement; (b) of the occurrence of any
event that would give rise to the right by Sprint to terminate (whether or not
Sprint exercises such right) this Agreement (i) for cause in accordance with the
provisions of Sections 6.3.1, 6.3.2 or 6.3.3 herein above, (ii) due to change in
control of Amdocs in accordance with the provisions of Section 6.2.2 herein
above, (iii) due to Force Majeure Event in accordance with the provisions of
Section 6.2.3 herein above, (iv) due to Amdocs' Financial Instability in
accordance with the provisions of Section 6.2.4 herein above, or (v) pursuant to
Schedule Y (Privacy and Security Attachment); (c) this Agreement is terminated
by Sprint for convenience in accordance with the provisions of Section 6.2.1
herein above; or (d) Amdocs assigns, directly or indirectly (whether by merger,
acquisition or otherwise) the items comprising the Escrow Deposit to an entity
that is a Sprint Competitor.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -50-



               In addition, the full Escrow Deposit (including the source code
of the Generic Product) shall be released to Sprint in the event that: (a)
Amdocs is adjudicated insolvent, or consents to the appointment of a receiver or
liquidator; (b) Amdocs' board of directors or a majority of its shareholders
take any action authorizing the dissolution or liquidation of Amdocs; (c) Amdocs
voluntarily or involuntarily becomes a debtor subject to proceedings under the
United States Bankruptcy Code, which proceedings will likely cause Amdocs to be
adjudicated insolvent and provided such proceedings are not dismissed within
[**] days after their commencement; or (d) Amdocs fails to continue to do
business as a going concern.

               (c) License to Deposit Materials.

               The scope of license and use of the Escrow Deposit by Sprint and
its Affiliates shall be in accordance with the provisions of this Agreement.
Sprint may have its third-party service providers use, copy, and modify the
Escrow Deposit, for Sprint subject to the provisions of this Agreement relating
to Sprint's subcontractors. Such license to be exercisable by Sprint solely in
the event that Sprint obtains the Escrow Deposit as provided hereunder.

               (d) Training.

               If Sprint obtains the Software by release from the Escrow
Deposit, Amdocs will use all reasonable efforts to provide to Sprint a practical
and participatory on-site training program at Sprint's facilities sufficient to
reasonably train other personnel of Sprint (i.e., train them to be trainers)
with respect to use, maintenance and operation of the Software, subject to all
applicable provisions of this Agreement.

               (e) Terms and conditions.

               Any such escrow shall be documented in an escrow agreement fully
incorporating the terms of this Section 8.1.3 and including such other terms and
conditions required by Amdocs or the Escrow Agent as are reasonably satisfactory
to Sprint.

          8.1.4 In-Sourcing

               In the event of the occurrence of any event that would give rise
to the release of the Escrow Deposit as described in Section 8.1.3 above, Sprint
may elect to perform a portion of the Services for itself (which may include use
of the Customized Materials and Amdocs Standard Materials in accordance with the
licenses granted to Sprint under this Agreement in Sprint's or (in accordance
with the confidentiality provisions of this Agreement) Sprint's designee's data
center). If Sprint so elects, (a) the Parties shall meet to discuss and agree
upon a written amendment to this Agreement reflecting the changes to the
Services resulting from Sprint's election to perform such portion of the
Services for itself, and (b) Amdocs shall deliver to Sprint copies of the
relevant Customized Materials and Amdocs Standard Materials (as determined by
Sprint) and Amdocs shall offer to Sprint the right to receive maintenance
(including all enhancements and upgrades) and support with respect to such
Customized

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -51-



Materials and Amdocs Standard Materials, for so long as Sprint
requires it (provided Amdocs continues the provision of such services to its
customers), at the same rates and terms Amdocs generally offers to other
customers for services of a similar nature and scope.

          8.1.5 Intellectual Property Protection

               Amdocs shall have the full and sole power to protect its
ownership rights in the Category B Customized Materials, Category C Customized
Materials, and the Customized Materials comprising iDEN Customizations, and to
take all other action concerning such Customized Materials, and Sprint shall
cooperate fully and in a lawful manner, at the expense of Amdocs, in the
preparation and prosecution of all legal actions and proceedings concerning such
Customized Materials. Sprint shall have the full and sole power to protect its
ownership rights in the Category A Customized Materials and Category D
Customized Materials, and to take all other action concerning such Customized
Materials, and Amdocs shall cooperate fully and in a lawful manner, at the
expense of Sprint, in the preparation and prosecution of all legal actions and
proceedings concerning such Customized Materials.

     8.2  Ownership of Standard Materials; License to Use Standard Materials

          8.2.1 Ownership by Amdocs

               Subject to the license granted in this Section 8.2 (Ownership of
Standard Materials; License to use Standard Materials), Amdocs shall be the sole
and exclusive owner of all intellectual property provided by Amdocs under this
Agreement that Amdocs can demonstrate constitutes Amdocs Standard Materials.

          8.2.2 License to Standard Materials

               Amdocs hereby grants: (i) a royalty-free, fully-paid, perpetual,
non-exclusive license to Sprint (or its designee), to use, copy, modify, and
exploit [**] with respect to Subscribers or cancelled Subscribers [**] the
benefit of the use of, any Amdocs Standard Materials, and all derivatives
thereof (subject to the provisions of Section 2.11 (Sprint Parties) hereof),
with a right to enable Third Party service providers to use such Amdocs Standard
Materials for the purpose of providing services to Sprint; and (ii) in addition
to the license granted in clause (i) above, a royalty-free, fully-paid,
non-exclusive license to Sprint (or its designee), to use, copy, modify, and
exploit [**], and to allow the [**] the benefit of the use of, any Amdocs
Standard Materials, and all derivatives thereof (subject to the provisions of
Section 2.11 (Sprint Parties) hereof), with a right to enable Third Party
service providers to use such Amdocs Standard Materials for the purpose of
providing services to Sprint, [**] development and operational services similar
to the Services hereunder with regard to utilization of the license granted
under this clause (ii). Amdocs shall provide Sprint with a copy of all Amdocs
Standard Materials in such media as requested by Sprint, together with object
code, source code (if a condition for release of the Escrow Deposit has
occurred), and Documentation.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -52-



     8.3  Copyright Notice

          Sprint and Amdocs each agree to reproduce the copyright notice and any
other legend of ownership and/or confidentiality on the original and any copies
made of any materials of the other Party or any material containing Confidential
Information of the other Party.

     8.4  Rights and Licenses

          8.4.1 Amdocs Third Party Materials

          Amdocs shall obtain from Third Parties all rights and licenses
required to enable it to perform the Services without violating or infringing
the rights of others. Amdocs' obligation in this regard shall, as to rights and
licenses obtained from, through, or as a result of prior activity with Sprint,
commence upon Amdocs having knowledge of the need for such right or license
either through a Schedule to this Agreement, notice from Sprint, or as otherwise
known by Amdocs. With respect to all technology used and to be used by Amdocs to
perform the Services hereunder, whether proprietary to Amdocs or to any other
person, Amdocs hereby grants and agrees to grant to Sprint, or cause to be
granted by the licensor thereof, as the case may be, without additional charge
to Sprint, such licenses and sublicenses as may be necessary in order for
Sprint, and its authorized representatives, including Third Party service
providers of Sprint, to use, or receive the benefit of the use by Amdocs of,
such technology in connection with the Services or in connection with any other
services that are related to, or come into contact with, the Services. In
addition to the foregoing, Amdocs shall use commercially reasonable efforts to
obtain advance written consents from Amdocs' licensors and lessors, to the
extent possible, to the conveyance or assignment of all licenses and leases
related to the Services to Sprint upon Disentanglement. If such advance consents
cannot be obtained, Amdocs shall promptly notify Sprint's Project Manager and
Sprint shall have the option to enter into the applicable license or lease in
its own name. Amdocs further agrees that any licenses granted or obtained, or to
be granted or obtained, by Amdocs under this Section 8 (Intellectual Property
Rights) and subject to its provisions, shall extend to any assignee of
substantially all of the assets or business of Sprint.

          8.4.2 Sprint Third Party Materials

          Schedule O (Sprint Third Party Materials) attached hereto contains a
list of all hardware and software that Sprint will need to install, or have
installed, in Sprint's facilities in order for Sprint to use those components of
the Customized Product that need to be located in Sprint's facilities in order
for Sprint to receive the Services (the "Sprint Third Party Materials). Not in
limitation of the requirements provided in Section 2.5 (Upgrades and
Enhancements) hereof, Amdocs shall provide Sprint with a written notice at least
[**] months prior to implementing any change or upgrade to the Customized
Product or any other software in the Data Center that would require Sprint to
update, modify, or replace any of the Sprint Third Party Materials.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -53-



9    INDEMNIFICATION AND INSURANCE

     9.1  Indemnity by Amdocs and Sprint

               (a) By Amdocs. Amdocs shall defend, indemnify and hold Sprint,
its Affiliates, and their respective employees, officers, directors, agents,
successors and assigns ("Sprint Indemnitees") harmless from and against any and
all liabilities, losses, costs, damages, and expenses, including reasonable
attorney's fees, arising out of any claim by any Third Party against a Sprint
Indemnitee for actual or alleged infringement of any patent, trademark,
copyright, or similar property right including misappropriation of trade
secrets, (x) based upon the Amdocs Standard Materials, the Documentation, the
Customized Materials, or any Third Party technology used by Amdocs in providing
the Services (collectively, the "Services Technology") or (y) to the extent that
it is an Amdocs-Generated Claim. Also, notwithstanding the foregoing, Amdocs
shall indemnify the Sprint Indemnitees to the extent an infringement or claim of
infringement could have been avoided by moving to a new release or version of
the Services Technology and Amdocs was offered the new release or version and
did not move to same. Amdocs may, in its reasonable discretion, either procure a
license to enable Sprint to continue to use, or receive the benefit of, such
Services Technology or develop or obtain a non-infringing substitute reasonably
acceptable to Sprint. Amdocs shall have no obligation to indemnify Sprint for
any such claim or action to the extent that it is based upon: (i) modification
of a program or machine by Sprint, any Third-Party contractor to Sprint, or any
agent of Sprint unless such modification (whether made by Sprint or any such
contractor or agent) has been approved in advance by Amdocs; (ii) Sprint's
combination, operation or use with apparatus, data or programs neither furnished
nor approved by Amdocs; (iii) the use by Sprint of any software provided to
Sprint by any Third Party other than in accordance with relevant software
licenses whether or not such license agreements are provided to Amdocs; (iv) the
use, in accordance with the applicable license agreement, of software owned by
or licensed to Sprint by a party other than Amdocs and supplied by Sprint to
Amdocs; or (v) any exact procedure, style, or graphic that Sprint requires
Amdocs to follow or use in developing the Customized Product (such requirements,
the "Sprint Requirements") (the occurrences set forth in clauses (i) through (v)
above, the "Sprint-Generated Claims"). For the avoidance of doubt, the exception
from Amdocs' indemnification obligation described in clause (v) shall not apply,
and such occurrence shall not constitute a Sprint-Generated Claim, with respect
to claims or actions (i) based upon the manner or methodology selected by Amdocs
to execute the Sprint Requirements or (ii) for which Amdocs has not provided
Sprint with written notice documenting the exact procedure, style or graphic
that Amdocs is alleging meets the requirements of clause (v) and is the basis
for Amdocs' claim that its indemnification obligations under this clause (a) do
not extend to a particular action or claim for which a Sprint Indemnitee is
seeking indemnification under this clause (a).

               (b) By Sprint. Sprint shall defend, indemnify, and hold Amdocs,
its Affiliate, and their respective officers, directors, employees, agents,
successors, and assigns ("Amdocs Indemnitees"), harmless from and against any
and all liabilities, losses, costs, damages, and expenses, including reasonable
attorney's fees, arising out of, any claim by any

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -54-



Third Party against any of them for actual or alleged infringement of any
patent, trademark, copyright, or similar property right including
misappropriation of trade secrets: (x) based upon software that is proprietary
or non-proprietary to Sprint that Sprint requires Amdocs to use in performing
the Services ("Sprint Software") (if any) or any Sprint Requirements; or (y) to
the extent that it is a Sprint-Generated Claim. Also notwithstanding the
foregoing, Sprint shall indemnify the Amdocs Indemnitees to the extent an
infringement or claim of infringement could have been avoided by moving to a new
release or version of the infringing Sprint Software and Sprint was offered the
new release or version and did not move to same. Sprint may, in its reasonable
discretion, either procure a license to enable Amdocs to continue to use any
such infringing Sprint Software or any Sprint Requirements or develop or obtain
a non-infringing substitute or modify Sprint's requirements so as to no longer
require Amdocs to use the Sprint Software or any Sprint Requirements in
performing the Services. Sprint shall have no obligation to indemnify Amdocs for
any such claim or action to the extent that it is based upon: (i) modification
of a program or machine by Amdocs, any Third-Party contractor to Amdocs, or any
agent of Amdocs (other than pursuant to the Sprint Requirements, but including
the manner or methodology selected by Amdocs to execute the Sprint
Requirements); (ii) Amdocs' combination, operation, or use with apparatus, data,
or programs not furnished by Sprint; (iii) the use by Amdocs of any software
provided by any Third Party other than in accordance with relevant software
licenses whether or not such licenses are provided to Sprint; or (iv) the use,
in accordance with the applicable license agreement, of software owned by or
licensed to Amdocs by a party other than Sprint and supplied by Amdocs to Sprint
(the occurrences set forth in clauses (i) through (iv) above, the
"Amdocs-Generated Claims").

     9.2  Tax Indemnity by Amdocs

          Amdocs shall defend, indemnify, and hold the Sprint Indemnitees
harmless from and against any and all liabilities, losses, costs, damages, and
expenses, including reasonable attorneys' fees and including any assessment for
tax, interest or penalty, arising out of any claim by any federal, state, or
local taxing authority relating to federal, state, or local sales or transaction
taxes that Sprint has failed, or allegedly failed, to collect, if such failure
or alleged failure is due to a mistake in billing caused by Amdocs in the course
of its performance hereunder; provided, however, that in no event shall Amdocs
be required to indemnify Sprint if such failure or alleged failure is due to
errors inherent in the coding of the [**] software program or an error by
Sprint and not due to an act or failure to act of Amdocs. The Parties hereby
acknowledge that the indemnity described in this Section 9.2 (Tax Indemnity by
Amdocs) is being provided on the basis of Amdocs' use of the [**] software
program in performing the Services. If Amdocs, upon the mutual agreement of the
Parties, at any time during the Term uses a different tax-related software
program, in lieu of [**], Amdocs shall provide an equivalent tax indemnity to
that contained herein with respect to mistakes in billing.

     9.3  Third Party Matters

               (a) Injury or Property Damages

               Without limiting Amdocs' obligations with respect to insurance as
provided in Section 9.6 (Insurance) hereof, Amdocs and Sprint shall indemnify,
defend, and hold

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -55-



the Sprint Indemnitees and Amdocs Indemnitees, respectively, harmless with
respect to any Third Party claim alleging bodily injury, including death, or
damage to tangible personal or real property, in the event that such injury or
damage arises from physical acts or omissions that constitute negligence,
willful misconduct, or violations of law by the indemnifying Party or its
personnel, agents, or Subcontractors.

               (b) Mutual Indemnities

                    Each Party shall defend, indemnify, and hold the other
Party's Indemnitees harmless from and against claims by Third Parties that may
be brought against any such Indemnitee as a result of the commercial
relationship existing between the Parties and that are based upon an alleged
breach of any agreement by the indemnifying Party with such Third Party.

     9.4  Indemnification Procedures

          The indemnified Party shall follow the procedures set forth in this
Section 9.4 (Indemnification Procedures):

               (a) The indemnified Party shall promptly notify the Indemnifying
Party in writing of a claim covered by this Section.

               (b) The indemnified Party shall not admit any liability
whatsoever.

               (c) The indemnifying Party shall be entitled to take sole control
of the defense and investigation of the claim (the "Defense") at its own
expense, and to use attorneys of its choice, by providing prompt written notice
to the indemnified Party. The indemnifying Party shall not be liable to the
indemnified Party for any Defense Costs incurred after such notice, except for
Defense Costs incurred at the indemnifying Party's request.

               (d) The indemnified Party shall cooperate in all reasonable
respects with the indemnifying Party and its attorneys in the Defense of such
claim, and may reasonably participate at its own expense, through its attorneys
or otherwise, in such Defense; provided that such participation does not
interfere with the indemnifying Party's Defense.

               (e) If the indemnifying Party does not take sole control of the
Defense of a claim as provided in this subsection 9.4 (Indemnification
Procedures):

                    (i) the indemnifying Party may participate in such Defense,
at its sole cost and expense;

                    (ii) the indemnified Party shall have the right to defend
the claim in such manner as it may deem appropriate; and

                    (iii) the indemnifying Party shall pay the indemnified
Party's Defense Costs.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -56-



               (f) All settlements of claims subject to indemnification under
this Section shall:

                    (i) if requiring any admission of guilt by the indemnified
Party, be entered into only with the consent of the indemnified Party, which
consent shall not be unreasonably withheld; and

                    (ii) include an appropriate confidentiality agreement
prohibiting disclosure of the terms of such settlement.

     9.5  Subrogation

          The indemnifying Party shall be subrogated to the rights and defenses
of the indemnified Party to the extent of, and with respect to, the indemnifying
Party's obligation to indemnify the indemnified Party under this Section 9
(Indemnification and Insurance).

     9.6  Insurance

               (a) Without limiting and separate from Amdocs' undertaking to
defend, hold harmless, and indemnify the Sprint Indemnities as provided in
Section 9 (Indemnification and Insurance), Amdocs, at its own cost, shall
procure, maintain, and keep in force and effect insurance under insurance
policies issued by companies in good standing and licensed to do business in all
locations where the Services are to be performed, with coverage written on an
occurrence (rather than claims-made) basis besides Error & Omission and Cyber
Liability which are claims-made, as follows:

                    (i) Workers' compensation insurance as provided for under
any workers' compensation or similar law in the jurisdiction where work is
performed with an employer's liability limit of not less than $500,000 for
bodily injury by accident or disease. Amdocs' Workers' Compensation insurance
policy will not be primary to any other insurance of Sprint. The undertaking in
this subsection (i) does not apply to workers in [**];

                    (ii) Commercial general liability, including bodily injury,
property damage, personal and advertising injury liability and contractual
liability covering operations, independent contractor and products/completed
operations hazards, with limits of not less than $1,000,000 combined single
limit per occurrence and $2,000,000 annual aggregate, naming Sprint, its
officers, directors and employees as additional insureds;

                    (iii) Business auto liability covering ownership,
maintenance or use of all owned, hired and non-owned autos with limits of not
less than $1,000,000 combined single limit per accident for bodily injury and
property damage liability, The undertaking in this subsection (iii) does not
apply to workers in [**];

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -57-



                    (iv) Umbrella/excess liability with limits of not less than
$5,000,000 combined single limit per occurrence and annual aggregate in excess
of the commercial general liability, business auto liability and employer's
liability;

                    (v) "Fire Extended" property insurance covering not less
than the full replacement cost of Amdocs' (and subcontractor's, if any) personal
property, with a waiver of subrogation in favor of Sprint as it is agreed that
Sprint will not be held liable for loss or damage to any such property, except
in cases of gross negligence or willful misconduct by Sprint or any entity or
person on its behalf. Sprint will be named as a loss payee as its interest may
appear;

                    (vi) Fidelity (crime) insurance including coverage for
employee dishonesty, extended by endorsement, if necessary, for loss to Sprint
property related to the performance of services under this Agreement in an
amount not less than $1,000,000 naming Sprint as a loss payee;

                    (vii) Errors and omissions or Professional Liability
Insurance with limits of $5,000,000 per claim and in the aggregate; and

                    (viii) Cyber-liability insurance with limits of 5,000,000
per claim and in the aggregate.

               (b) Except as specifically stated, the insurance policies listed
above shall not be restricted by the country or state in which the Services are
being performed. In the case of Services performed outside the United States and
when required by law, the insurance must be placed with a company admitted to do
business in that country.

               (c) Amdocs shall obtain and maintain the required coverage with
insurers with A.M. Best ratings of not less than A-, VII and are licensed to do
business in all jurisdictions where work is performed under this Agreement.
Amdocs shall provide Sprint a certificate of Insurance, (ACORD Form 25S or
equivalent), evidencing that all the required coverages are in force and provide
that no policy will be cancelled without first giving Sprint [**] days notice.
Amdocs shall endeavor to provide such notice in writing. All policies named
above besides Workers' compensation will be primary to any insurance or
self-insurance Sprint may maintain for acts or omissions of Amdocs or anyone for
whom Amdocs is responsible.

               (d) If Amdocs utilizes subcontractors in performance of this
Agreement, the subcontractors must meet the same insurance requirements as
Amdocs. If a subcontractor does not meet the coverage requirements of this
Section, the subcontractor must either supplement the deficient areas of
coverage or Amdocs must certify that it has acquired sufficient coverage to
supplement any deficiency of subcontractor.

10   LIMITATION OF LIABILITY; REMEDIES

     10.1 Limitation of Liability and Disclaimers

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -58-



          The liabilities of the Parties to one another in respect of matters
relating to this Agreement are subject to the following provisions and
limitations of this Section 9 (Limitation of Liability; Remedies):

               (a) EXCEPT AS OTHERWISE PROVIDED BELOW, THE AGGREGATE CUMULATIVE
MONETARY LIABILITY OF SPRINT FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS
AGREEMENT NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, NEGLIGENCE, OR
OTHERWISE) SHALL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES
RENDERED AND UNPAID AND ANY AMOUNTS DUE UNDER SECTION 6.2.1 (FOR CONVENIENCE).
THE LIMITATIONS CONTAINED IN THIS SUBSECTION 10.1 (a) (LIMITATION OF LIABILITY
AND DISCLAIMERS) UPON THE AMOUNTS OF SPRINT'S LIABILITY SHALL NOT APPLY TO: (i)
CLAIMS FOR INDEMNIFICATION BY SPRINT (SECTION 9.1 (INDEMNITY BY AMDOCS AND
SPRINT)); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SUBSECTIONS
7.1-7.6 (CONFIDENTIAL INFORMATION AND SECURITY)); (iii) CLAIMS WITH RESPECT TO A
WILLFUL BREACH OF INTELLECTUAL PROPERTY RIGHTS (SECTION 8 (INTELLECTUAL PROPERTY
RIGHTS); AND (iv) LOSSES ARISING OUT OF THE FRAUD, WILLFUL MISCONDUCT, OR GROSS
NEGLIGENCE OF SPRINT.

               (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, AMDOCS'
AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING
TO THIS AGREEMENT NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, NEGLIGENCE, OR
OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO (I) AS OF ANY
DATE PRIOR TO FINAL ACCEPTANCE OF THE INITIAL RELEASE, AN AMOUNT EQUAL TO ALL
AMOUNTS PAID BY SPRINT TO AMDOCS WITH RESPECT TO THE CUSTOMIZED PRODUCT AS OF
SUCH DATE, PROVIDED THAT IF, AS A RESULT OF THE DISPUTE RESOLUTION PROCESS
HEREUNDER, ANY MONIES ACTUALLY PAID BY SPRINT IN RESPECT OF THE CUSTOMIZED
PRODUCT ARE RETURNED TO SPRINT, SUCH MONIES SHALL NOT BE COUNTED AGAINST THE
LIMITATION DESCRIBED IN THIS CLAUSE (I); (II) AS OF ANY DATE FOLLOWING FINAL
ACCEPTANCE OF THE INITIAL RELEASE, [**] DOLLARS ($[**]). EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED BELOW, AMDOCS' MONETARY LIABILITY IN RELATION TO ANY SINGLE
EVENT OCCURRING FOLLOWING THE DATE OF FINAL ACCEPTANCE OF THE INITIAL RELEASE
SHALL BE LIMITED TO [**] DOLLARS ($[**]); PROVIDED THAT FOR PURPOSES OF THIS
LIMITATION: (1) EACH PERIOD OF [**] DURING WHICH AMDOCS MATERIALLY FAILS TO
PERFORM THE SERVICES WITH RESPECT TO WHICH THERE IS A CPS DESIGNATED AS "HIGH"
IN SCHEDULE C (CREDITABLE PERFORMANCE SPECIFICATIONS (CPSS)), SHALL BE DEEMED A
SEPARATE, SINGLE EVENT; AND (2) EACH PERIOD OF [**] DURING WHICH AMDOCS
MATERIALLY FAILS TO PERFORM THE SERVICES CORRESPONDING TO THE PRODUCT DEFECT
QUANTITY AND SEVERITY CPS AND THE CDR RATING THROUGHPUT CPS (EACH AS DESCRIBED
IN SCHEDULE C (CREDITABLE PERFORMANCE SPECIFICATIONS (CPSS)), SHALL BE DEEMED A
SEPARATE,

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -59-



SINGLE EVENT; AND (3) EACH OTHER OCCURRENCE ARISING OUT OF THE AGREEMENT SHALL
BE DEEMED A SEPARATE, SINGLE EVENT UNTIL THE CONCLUSION OF SUCH OCCURRENCE. THE
LIMITATIONS CONTAINED IN THIS SUBSECTION 10.1(B) (LIMITATION OF LIABILITY AND
DISCLAIMERS) UPON THE AMOUNTS OF AMDOCS' LIABILITY EITHER IN THE AGGREGATE OR
WITH RESPECT TO ANY SINGLE EVENT SHALL NOT APPLY TO: (A) CLAIMS FOR
INDEMNIFICATION BY AMDOCS (SECTION 9 (INDEMNIFICATION AND INSURANCE)) (OTHER
THAN THE TAX INDEMNITY PROVIDED UNDER SECTION 9.2 (TAX INDEMNITY BY AMDOCS));
(B) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SUBSECTIONS 7.1 - 7.6
(CONFIDENTIAL INFORMATION AND SECURITY)); (C) CLAIMS WITH RESPECT TO A WILLFUL
BREACH OF INTELLECTUAL PROPERTY RIGHTS (SECTION 8 (INTELLECTUAL PROPERTY
RIGHTS); (D) LOSSES ARISING OUT OF THE FRAUD, WILLFUL MISCONDUCT, OR GROSS
NEGLIGENCE OF AMDOCS; AND (E) CLAIMS BASED UPON AN INTENTIONAL BREACH OF SECTION
4.6.3 (NO TERMINATION OR SUSPENSION OF SERVICES) HEREOF OR UPON REPUDIATION OF
THIS AGREEMENT BY AMDOCS OR AMDOCS' INTENTIONAL REFUSAL TO PERFORM ITS DUTIES
AND OBLIGATIONS HEREUNDER. IN ADDITION, THE LIMITATIONS CONTAINED IN THIS
SUBSECTION 10.1(B) (LIMITATION OF LIABILITY AND DISCLAIMERS) UPON THE AMOUNTS OF
AMDOCS' LIABILITY WITH RESPECT TO ANY SINGLE EVENT SHALL NOT APPLY TO A BREACH
OF AMDOCS' OBLIGATIONS HEREUNDER WITH RESPECT TO DISASTER RECOVERY SERVICES OR A
DISASTER RECOVERY FAILURE.

               (c) AMDOCS ACKNOWLEDGES AND AGREES THAT THE FOLLOWING TYPES OF
DAMAGES SHALL BE DEEMED RECOVERABLE BY SPRINT HEREUNDER: (I) ANY COMPUTABLE
AMOUNTS (AS DEFINED IN SECTION 12 (DEFINITIONS; INTERPRETATION)); AND (II) ALL
ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY SPRINT; IN EITHER CASE AS A
DIRECT RESULT OF ANY FAILURE BY AMDOCS TO PERFORM ITS OBLIGATIONS HEREUNDER,
INCLUDING, IF SPRINT TERMINATES FOR DEFAULT HEREUNDER, ANY ADDITIONAL COSTS
INCURRED BY SPRINT TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS
HEREOF.

               (d) NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL,
INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS
BROUGHT (E.G., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) EXCEPT IN THE CASE OF
LIABILITIES BASED UPON: (1) CLAIMS FOR INDEMNIFICATION OR OTHER AMOUNTS DUE
UNDER SECTION 9 (INDEMNIFICATION AND INSURANCE) (OTHER THAN THE TAX INDEMNITY
PROVIDED UNDER SECTION 9.2 (TAX INDEMNITY BY AMDOCS)); (2) CLAIMS WITH RESPECT
TO A BREACH OF CONFIDENTIALITY (SUBSECTIONS 7.1 - 7.6 (CONFIDENTIAL INFORMATION
AND SECURITY)); (3) CLAIMS WITH RESPECT TO A WILLFUL BREACH OF INTELLECTUAL
PROPERTY

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -60-



RIGHTS (SECTION 8(INTELLECTUAL PROPERTY RIGHTS); (4) LOSSES ARISING
OUT OF FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; OR (5) CLAIMS BASED UPON
AN INTENTIONAL BREACH OF SECTION 4.6.3 (NO TERMINATION OR SUSPENSION OF
SERVICES) BY AMDOCS (NO TERMINATION OR SUSPENSION OF SERVICES) OR UPON A
REPUDIATION OF THIS AGREEMENT BY AMDOCS OR AMDOCS' INTENTIONAL REFUSAL TO
PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER.

     10.2 Remedies

          10.2.1 Remedies

               If a Party commits a Default under this Agreement, the other
Party shall be entitled to cause a termination of this Agreement in accordance
with the provisions of Section 6.3 (Termination for Cause) and shall have all
the remedies that may be available to it under law or in equity. Except to the
extent specifically stated in this Agreement, no remedy set forth in this
Agreement is intended to be exclusive of any other remedy, and each remedy will
be in addition to every other remedy given hereunder, or now or hereafter
existing at law, in equity, by statute, or otherwise, provided that a Party's
recovery of damages pursuant to such remedies shall be subject to this
Agreement, including any limitations on liability and exclusions on recoverable
damages and remedies stated in this Agreement.

          10.2.2 Attorney's Fees

               In the event of a Default by either Party, the prevailing Party
shall be entitled to recover from the non-prevailing Party reasonable attorney's
fees and costs in connection with any action by the prevailing Party in pursuing
enforcement of the terms of this Agreement or any other remedies. For the
avoidance of doubt, the attorney's fees and costs are considered to be within
the monetary limitations of liability specified in Section 10.1 (Limitation of
Liability and Disclaimers) above.

     10.3 Breach

          The Parties acknowledge that the failure of a Default to constitute a
basis for termination of this Agreement pursuant to Section 6.3 (Termination for
Cause) shall not preclude the aggrieved Party from seeking other remedies
available to it under law or in equity for such Default, none of which is
exclusive and any or all of which may be pursued, except as otherwise provided
herein; provided that a Party's recovery of damages pursuant to such remedies
shall be subject to this Agreement, including any limitations on liability and
exclusions on recoverable damages and remedies stated in this Agreement.

     10.4 Delay

          In the event of any Delay, Amdocs will, as soon as practicable after
the occurrence of the Delay, notify Sprint in writing. The notice will include
specific details of the Delay, including without limitation, the estimated
impact on the applicable timetable under the

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -61-



Agreement and the estimated amount, if any, of additional Services required. If
Sprint disputes any of the matters set forth in Amdocs' notice, the matter will
be resolved through the dispute resolution process of this Agreement. If Sprint
does not cure the Delay and it directly causes a cumulative increase of at least
[**] Business Days to complete the Services set forth in the applicable
Additional Services Order or otherwise directly causes a failure by Amdocs to
comply with the requirements of an Additional Services Order, then Amdocs will
be granted an extension of the project schedule for a period not longer than the
length of the corresponding Delay, but only to the extent set forth in (i)
Amdocs' notice, if Sprint does not dispute the notice and subsequent Delays (if
the Delay is continuous), or (ii) in a written agreement resulting from the
dispute resolution process and solely with respect to the matters described
therein. Except for payments for actual efforts and expenses incurred by Amdocs
as a result of a Delay for which Amdocs has complied with the requirements of
this Section, to the extent such efforts and expenses are described in written
notices required under this Section and Sprint agrees that such efforts and
expenses were incurred by Amdocs as a result of a Delay and the amounts set
forth in such written notices (in which case Sprint shall issue a valid and
applicable Sprint purchase order therefor based on the above Amdocs' notices),
Amdocs shall not be entitled to any relief with respect to any Delay other than
in compliance with the timely notice and other requirements of this Section. For
avoidance of doubt, if Sprint disputes that such efforts and expenses were
incurred by Amdocs as a result of a Delay or the amounts set forth in such
written notices, Sprint shall pay to Amdocs the undisputed portion of such
amounts. Sprint's failure to give Acceptance of a deliverable under this
Agreement will not constitute a Delay if and to the extent that such deliverable
did not meet the requirements of this Agreement.

11   WARRANTY

     11.1 Authorization and Enforceability

          Each Party represents and warrants that:

               (a) it has all requisite corporate power and authority to
execute, deliver, and perform its obligations under the Agreement;

               (b) its signing of and agreement to the Agreement have been duly
authorized by all requisite corporate actions;

               (c) it has signed and agreed to the Agreement; and

               (d) the Agreement is a valid and binding obligation, enforceable
against it in accordance with its terms (assuming the due authorization,
execution, and delivery by the other Party).

     11.2 Compliance with Laws and Obligations

               (a) Amdocs represents, warrants, and covenants that it shall
comply with the Amdocs Legal Requirements to the extent that such Amdocs Legal
Requirements relate to the performance of its obligations under the Agreement.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -62-



               (b) Sprint represents, warrants, and covenants that it shall
comply with the Sprint Legal Requirements to the extent that such Sprint Legal
Requirements relate to the performance of its obligations under the Agreement.

     11.3 Additional Amdocs' Representations, Warranties and Covenants

          Amdocs represents, warrants, and covenants that:

               (a) It shall provide all Services in accordance with this
Agreement, and that all Services provided under this Agreement shall be provided
in a timely, professional, and workmanlike manner consistent with standards of
quality and integrity customary in the industry, and shall meet the performance
standards required under this Agreement.

               (b) It will ensure that all Services, equipment, machines,
networks, software and other resources utilized by Amdocs in providing the
Services shall be fully and successfully integrated and interfaced with and
shall be compatible with, the services, systems, items, and other resources of
Sprint, or that are being provided to Sprint by Third-Party service providers.

               (c) As of the date of Final Acceptance, the Customized Product
and the Services will be free from any material defects and will perform in
accordance with the Specifications.

               (d) All Deliverables that constitute software or hardware will be
free from any Disabling Device. Amdocs will use industry best practices
regularly to identify, screen, and prevent any Disabling Device in the Services
and Deliverables and will not itself intentionally or negligently install or
suffer the installation of any Disabling Device in the same. Amdocs will assist
Sprint in reducing the effects of any Disabling Device discovered in any of the
Services or Deliverables.

               (e) Deliverables may contain software that refers to, or is based
upon, an open source software, or that is "copylefted"; provided that Amdocs
shall use best efforts to make sure that the usage of such components as part of
the Deliverables is permitted in accordance with the applicable software
licenses.

               (f) It shall maintain in effect, all licenses and permits
necessary for it to provide the Services contemplated by this Agreement.

               (g) The Services and Deliverables provided by Amdocs under this
Agreement, and Sprint's exercise of any intellectual property rights granted
under this Agreement, will not infringe or otherwise violate any statutory or
other rights of any third party in or to any intellectual property rights in
accordance with any applicable law of any applicable jurisdiction, including
without limitation, copyrights, patent, trade secrets trademarks or moral
rights, and no third party has, to Amdocs' knowledge, asserted or has threatened
or has or will

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -63-



have any reasonable basis to assert such a claim (other than claims for which
Amdocs has reasonably concluded that there is no substantial basis).

               (h) It owns or leases and will at all times own or lease, or have
a right to use, free and clear of all liens and encumbrances, other than
lessors' interests, or security interests of Amdocs' lenders, appropriate right,
title, or interest in and to the tangible property and technology and the like
that Amdocs intends to use or uses to provide such Services and in and to any
related patent, copyright, trademark, and other proprietary rights, or has
received or will receive appropriate licenses, leases, or other rights from
Third Parties to permit such use.

               (i) The Amdocs' Key Personnel, Amdocs' Program Manager and all
other Amdocs' Personnel assigned by Amdocs or its Subcontractors to perform
Amdocs' obligations under this Agreement shall have experience, training and
expertise at least customary in the industry for their responsibilities in the
business in which Amdocs is engaged and shall have sufficient knowledge of the
relevant aspects of the Services and shall have or promptly obtain sufficient
knowledge of Sprint's practices and areas of expertise to enable them to
properly perform the duties and responsibilities assigned to them in connection
with this Agreement. In addition to meeting all requirements for the Services
set forth herein, the Services shall conform to commercial standards customary
in the industry applicable to such Services in the business in which each of
Sprint and Amdocs is engaged.

               (j) Amdocs' Personnel are legally able and authorized to work in
the United States. At Sprint's request, Amdocs shall audit its compliance with
this Section and deliver to Sprint a written certification, within [**] business
days after Sprint's request, that Amdocs Personnel working in the United States
are legally authorized to do so.

               (k) With respect to Year 2000 Compliance:

                    (i) the following shall be Year 2000 Compliant: all
Customized Materials and Standard Materials used by Amdocs, or approved by
Amdocs for utilization by Sprint, in connection with the Services.

                    (ii) Third-Party-developed machines and Third-Party software
that do not contain functions or features designed primarily or specifically for
Sprint's use or benefit and that do not pertain to Sprint's business, products,
or systems (other than any machines, software, or other Third-Party Standard
Materials otherwise provided to Amdocs by Sprint) shall not be used to perform
the Services until and unless the following occur: (a) Amdocs obtains from such
Third Party a statement as to the degree such Third Party's and Third Party
Standard Materials to be used are Year 2000 Compliant; (b) Amdocs takes
reasonable steps to determine the degree of Year 2000 Compliance when such a
statement cannot be obtained from such Third Party; (c) Amdocs informs Sprint
prior to using such machines and/or Third Party Standard Materials, if it has
reason to believe that such machines and/or Third Party Standard Materials do
not materially meet the definitions of Year 2000 Compliant; and (d) Amdocs
obtains Sprint's approval to use such machines and/or Third Party Standard
Materials, if Amdocs so informs Sprint that Amdocs has reason to believe that
such machines and/or Third Party Standard Materials do not materially meet the
definition of Year 2000

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -64-



Compliant. Notwithstanding the foregoing, Amdocs shall not use machines or Third
Party Standard Materials that Amdocs has reason to know are not Year 2000
Compliant without Sprint's prior written approval.

                    (iii) For purposes of this Agreement, Year 2000 Compliant
means that at all times, during and after the year 2000, the relevant assets,
resources, or systems shall, without modification or human intervention,
receive, enter, recognize, store, process, exchange with other programs and
networks and systems that exchange data with them (provided, however, that if
such other programs, networks, or systems are not owned by Sprint or utilized by
Amdocs in providing the Services, they must be Year 2000 Compliant.

                    (iv) In the event of a non-conformity with the warranty in
this subsection, Amdocs shall, at Amdocs' expense, promptly provide Sprint with
the necessary modification, correction, or enhancement to such materials
including such Third Party Standard Materials to render them in compliance with
this warranty.

               (l) The Documentation is, and will continue to be, complete and
will accurately describe the Customized Product and the Services so as to enable
a reasonable data-processing professional with skills and experience customary
in the industry to utilize the Customized Product and the Services for all
purposes hereunder, and the Documentation will be promptly and accurately
updated to reflect all Additional Releases and the Services and any and all
other modifications, enhancements, updates, error corrections, improvements, and
the like to the Customized Product and the Services, and all such updates will
be of a quality equal to or better than that of the initial Documentation
provided to Sprint.

EXCEPT AS PROVIDED BY THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES,
REPRESENTATIONS, UNDERTAKINGS, OR CONDITIONS (STATUTORY OR OTHERWISE) BY EITHER
PARTY, AND THERE ARE NO IMPLIED WARRANTIES, REPRESENTATIONS, UNDERTAKINGS, OR
CONDITIONS (STATUTORY OR OTHERWISE) BY EITHER PARTY, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN THIS
AGREEMENT OR ANY AGREEMENT. EACH PARTY'S SOLE REMEDY FOR BREACH OF WARRANTIES BY
THE OTHER PARTY SHALL BE THE CORRECTION OF SUCH BREACH BY THE OTHER PARTY AS
SOON AS PRACTICABLE; PROVIDED, HOWEVER, THAT THIS SENTENCE SHALL NOT AFFECT OR
DIMINISH EITHER PARTY'S RIGHTS UNDER ANY OTHER SECTION OF THIS AGREEMENT, OR
EITHER PARTY'S RIGHTS TO RECOVER ALL DAMAGES, TO THE EXTENT AVAILABLE UNDER THIS
AGREEMENT, WITH RESPECT TO ANY ACT OR FAILURE TO ACT BY THE OTHER PARTY.

12   DEFINITIONS; INTERPRETATION

     12.1 Defined Terms

     Capitalized terms used herein without definition shall have the meanings
ascribed to them below:

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -65-



          12.1.1 Acceptance Testing

               "Acceptance Testing" shall mean the end to end business scenario
testing in a "near production" environment, in which Amdocs and Sprint verify
that the requested functionality defined in the applicable Impact Assessment
Documents and API DFS is supported by the Customized Product as well as ensuring
that the end to end business flows function as required.

          12.1.2 Actual Percentage

               "Actual percentage" shall have the meaning set forth in Section
6E of Schedule D (Charges).

          12.1.3 ACU Document

               "ACU Document" or "Amdocs CASE Utilities Document" shall mean the
data dictionary of the full database, including application, reference and
security tables.

          12.1.4 Additional Customization Services

               "Additional Customization Services" means any modifications not
performed in connection with the Impact Assessment Document(s) for the CTA
Releases that are requested by Sprint and approved by the Parties under Section
2.1.2 (Additional Releases) as an Additional Release.

          12.1.5 Additional Data Center

               "Additional Data Center" has the meaning set forth in Section 2.9
(Location of Service Providers).

          12.1.6 Additional Disentanglement Period

               "Additional Disentanglement Period" has the meaning set forth in
Section 6.5.1 (Disentanglement Process).

          12.1.7 Additional Licenses

               "Additional Licenses" means any license, purchased by Sprint
under the Agreement, to use Amdocs' software products other than those for which
licenses have been purchased by Sprint at the time of execution of this
Agreement.

          12.1.8 Additional Licenses Fees

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -66-



               "Additional Licenses Fees" means the license fees to be paid by
Sprint for the Additional Licenses.

          12.1.9 Additional Release

               "Additional Release" has the meaning set forth in Section 2.1.2
(Additional Releases).

          12.1.10 Additional Services

               "Additional Services" means the services, and, if applicable,
hardware and third-party software, described in the Additional Services Orders.

          12.1.11 Additional Services Fees

               "Additional Services Fee" means the fees to be paid by Sprint to
Amdocs for the Additional Services as provided for in the Additional Services
Orders.

          12.1.12 Additional Services Order or ASO

               "Additional Services Order" or "ASO" means a Sprint document
issued under Section 2.7 of this Agreement, executed, confirmed or acknowledged
in writing by both parties, ordering Additional Services from Amdocs.

          12.1.13 Affiliate

               "Affiliate" shall mean, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by, or is under common control
with, such Person, whether through ownership of voting securities or otherwise.
For this purpose, and without limiting the foregoing, any Person that has the
power to vote [**]% or more of the voting interests of any other Person or owns
[**]% or more of the beneficial interests in income or capital shall be deemed
to control such other Person. If a Person owns more than [**] percent ([**]%) of
the outstanding voting securities of another Person, such other Person shall be
considered both an Affiliate and a Subsidiary.

          12.1.14 Agreement

               "Agreement" shall mean this Agreement between Sprint and Amdocs,
including all attachments, Exhibits, and Schedules hereto, as amended from time
to time.

          12.1.15 Air Summary Mapping

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -67-



               "Air Summary Mapping" shall mean the air summary mapping to the
invoice.

          12.1.16 ALS (Alternate Line Service)

               ALS is a service offered by Sprint that allows for additional
PTNs to be added to a single SIM.

          12.1.17 Amdocs

               "Amdocs" has the meaning set forth in the Preamble hereto.

          12.1.18 Amdocs Competitor

               "Amdocs Competitor" means (i) any of the Persons listed on
Schedule N (Party Competitors) as revised by mutual agreement of the Parties;
and (ii) any Subsidiary of the entities referred to in clause (i).

          12.1.19 Amdocs Indemnitees

               "Amdocs Indemnitees" has the meaning set forth in Section 9
(Indemnification and Insurance).

          12.1.20 Amdocs Integration Testing

               "Amdocs Integration Testing" shall mean the testing of the
integration between the main systems (e.g. Ensemble, Amdocs Charging, OLC).

          12.1.21 Amdocs Legal Requirements

               "Amdocs Legal Requirements" means the laws and regulations
applicable to Amdocs.

          12.1.22 Amdocs Program Manager

               "Amdocs Program Manager" means the individual who is so
designated in Schedule G (Key Personnel and Program Manager) and any subsequent
holder of that position designated and approved under the terms and conditions
of Section 4.2 (Key Personnel and Program Manager).

          12.1.23 Amdocs Rate

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -68-



               "Amdocs Rate" means the Labor Rate for Additional Services as
defined in Section 7 of Schedule D, increased annually by [**] percent ([**]%)
effective each January 1 commencing on January 1, 2007.

          12.1.24 Amdocs Testing Activities

               "Amdocs Testing Activities" has the meaning set forth in Section
4.5.1 (Software Component Testing).

          12.1.25 API DFS

               "API DFS" or "Application Programming Interface Detailed
Functional Specifications" shall mean the detailed functional changes regarding
the Amdocs APIs, which allows client development teams to modify applications
utilizing any APIs.

          12.1.26 Arbitrator

               "Arbitrator" means each arbitrator defined in Section 13.6
(Governing Law And Jurisdiction).

          12.1.27 Asset Upgrade

               "Asset Upgrade" has the meaning set forth in Section 2.5
(Upgrades and Enhancements).

          12.1.28 Audits

               "Audits" has the meaning set forth in Section 13.2 (Audits,
Records).

          12.1.29 BAN (Billing Account Number)

               BAN is the Sprint account number under which a single or multiple
Subscribers are invoiced by the Customized Product for Sprint services.

          12.1.30 Bill Layout Document

               "Bill Layout Document" shall mean the examples of the appearance
and layout of the new bill images for each type of invoice.

          12.1.31 Billing Map

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -69-


               "Billing Map" shall mean the diagrams of the new billing maps for
the new version of the Customized Product.

          12.1.32 Build Notes

               "Build Notes" shall mean the list and description of all
enhancements and defects corrected for the new version of the Customized
Product.

          12.1.33 Change in Control

               "Change in Control" has the meaning set forth in Section 6.2.2
(Change in Control).

          12.1.34 Committed Operation Services

               "Committed Operation Services" has the meaning set forth in
Section 2.3 (Committed Operation Services).

          12.1.35 Computable Amounts

               "Computable Amounts" means any amount that was not billed to a
customer of Sprint in accordance with Sprint's routine billing cycle process
with respect to which Sprint reasonably determines it would not be able to bill
such customer on, or prior to, the monthly bill sent out to such customer during
Sprint's next routine billing cycle for such customer; provided that the failure
to bill such amount in Sprint's routine billing cycle was due to an error
(unless caused by Sprint or any of its Affiliates, employees, agents or
representatives): (i) in Amdocs' performance of the Services or (ii) in the
Customized Product; and provided, further, that Sprint shall be required to use
reasonable commercial efforts to bill such customer on, or prior to, the monthly
bill sent out to such customer during Sprint's next routine billing cycle for
such customer (with a correction bill, if any, being sent prior to such
subsequent bill being prepared and sent at Amdocs' expense).

          12.1.36 Confidential Information

               "Confidential Information" means (a) as to either Party, all
technical information, materials, data, reports, programs, documentation,
diagrams, concepts, techniques, processes, inventions, knowledge, know-how, and
trade secrets, whether in tangible or intangible form, whether disclosed or
conveyed by visits to a Party's or a Party Affiliate's facilities, whether or
not marked or otherwise identified as confidential, and whether in written form
or readable by machine, or disclosed orally, developed or acquired by such Party
or any Affiliate thereof; (b) as to either Party, all information and data
relating to such Party's practices, customer information, account information,
information regarding business planning and business operations, management
information services, costs, or margins that is not generally known by others in
the same line of business; (c) as to either Party, any information that such
Party identified to the other as confidential by a stamp or other similar
notice; (d) as to either Party, this Agreement (subject to Section 13.11
(Publicity) hereof); (e) as to either Party, all

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -70-



other information relating to such Party or Affiliate thereof that a reasonably
prudent technician would expect not to be made available to Third Parties
without restriction or payment; and (f) as to Sprint, all Sprint Data (including
any Sprint Data contained in any Customized Materials) and any Customized
Materials (subject to Section 8.1.2 (Licensed Rights for Sprint).

          12.1.37 Continuation Services

               "Continuation Services" has the meaning set forth in Section
6.5.1 (Disentanglement Process).

          12.1.38 Conversion Testing

               "Conversion Testing" means testing to ensure that data from the
legacy Sprint platform and any other existing Sprint data source from which the
Customized Product will receive data is properly extracted, converted, and
uploaded to the Customized Product database and functions properly with the
Customized Product.

          12.1.39 Cost to Achieve (CTA)

               "Cost to Achieve" or "CTA" means the costs associated with the
development and implementation of and migration to the Customized Product.

          12.1.40 CPSs

               "CPSs" means, in relation to the Services, the Creditable
Performance Specifications regarding the performance, availability, capacity,
response times or other levels or standards in respect of the Services specified
in Schedule C (Creditable Performance Specifications (CPSs)).

          12.1.41 CR Clarification Questions

               "CR Clarification Questions" shall mean Amdocs' response to
Sprint-originated questions regarding requested changes or Amdocs' request for
clarification from Sprint on the wording and/or purpose and/or business impacts
regarding the submitted CR.

          12.1.42 CR Estimation

               "CR Estimation" shall mean an estimate of the number of hours
required to implement the requested change in the Customized Product.

          12.1.43 CR Packaging

               "CR Packaging" shall mean an estimate of how the requested change
will be packaged for release (i.e., part of a major release, as a fast track,
etc.).

          12.1.44 Critical Defaults

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -71-



               "Critical Defaults" has the meaning set forth in Section 6.3.1
(Critical Defaults).

          12.1.45 Critical Personnel

               "Critical Personnel" means those personnel of Amdocs who are so
designated on Schedule G (Key Personnel and Program Manager) and their
respective replacement personnel designated and approved under the terms and
conditions of Section 4.2 (Key Personnel and Program Manager).

          12.1.46 [**]

               "[**]" shall have the meaning set forth in Section 2.1.1(f) of
this Agreement.

          12.1.47 CTA Functionality

               "CTA Functionality" means all of the (i) Customizations
(including, without limitation, all features and functions of the Customized
Product) included in the high-level description of the Customized Product in
Schedule A (Customized Product Functionality, Implementation and Conversion
Roles and Responsibilities), and (ii) additional Customizations (including,
without limitation, all features and functions of the Customized Product) set
forth in the various Implementation Service Orders as to be implemented as part
of the Initial Release and/or Additional Releases prior to the achievement of
the Final Conversion Milestone.

          12.1.48 CTA Releases

               "CTA Releases" means (i) the Initial Release, (ii) the first
three subsequent Additional Releases; and (iii) the portion of any other
Additional Releases, as described in Section 2.1.1(f), containing CTA
Functionality.

          12.1.49 Current Year Subscribers

               "Current Year Subscribers" means the total number of postpaid,
retail, Wholesale and Prepaid Subscribers on the applicable anniversary date of
Acceptance of the Final Conversion Milestone.

          12.1.50 Customized Product

               "Customized Product" means the integrated product containing the
Generic Product and the Customization (whether such Customization was developed
under the Original Agreement or this Agreement).

          12.1.51 Customized Materials

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -72-



               "Customized Materials" means all tangible and intangible
information and developments, and all intermediate and/or partial versions
thereof, including all source code and object code with respect thereto, and all
designs, specifications, inventions, discoveries, improvements, know-how,
techniques, materials, program materials, software, flow charts, notes,
outlines, lists, compilations, manuscripts, writings, pictorial materials,
schematics, other creations, and the like, whether or not patented or patentable
or otherwise protectable by law, created, invented or conceived for Sprint's use
or benefit in connection with this Agreement and that are the result of
Customization Services hereunder. Customized Materials shall not include the
Generic Product but shall include the modifications produced hereunder to the
Generic Product. Customized Materials includes all copyright, patent, trademark,
trade secret, and other proprietary and intellectual property rights, if any, in
the Customized Materials.

          12.1.52 Customization

               "Customization" means the required modifications to the Generic
Product or the previously customized version of the Generic Product (as the case
may be) to be developed in accordance with the applicable Specifications in
order to develop the resultant Customized Product.

          12.1.53 Customization Services

               "Customization Services" means the services to be provided by
Amdocs in order to develop the Customized Product in accordance with the
applicable Specifications.

          12.1.54 Data Center

               "Data Center" means the premises from which Amdocs or any of its
Subcontractors will operate the Customized Product. The location of each Data
Center is set forth on Schedule E (Data Centers).

          12.1.55 Data Dictionary

               "Data Dictionary" shall mean the identification and definition of
all data types maintained in the database of the Customized Product and will be
delivered via the ACU Document.

          12.1.56 Data and Modified Data

               "Data and Modified Data" has the meaning set forth in Section
13.3 (Data Privacy).

          12.1.57 Default

               "Default" shall mean the occurrence of any of the following:

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -73-




               (a) Sprint's determination, with respect to all CPSs listed in
Schedule C, Section I (Scope) (unless otherwise stated), that (i) during any
[**] month period of time (A) Amdocs has been assessed [**] percent ([**]%) of
the total possible [**] month period or (B) [**]% of the total possible [**]
during such [**] month period; or (ii) during any [**] month period of time,
[**]% of the total possible [**], or (iii) at any time, Amdocs has been assessed
an [**] of the possible [**] or higher with respect to each of [**].

               (b) a failure by Amdocs to use all reasonable efforts to avert,
prevent, or avoid any threatened or actual interruption or shutdown (of any
material duration) of any Data Centers or Additional Data Centers to the extent
that a material deficiency with respect to the Services directly or indirectly
is caused by such interruption or shutdown;

               (c) a commission by a Party of a material breach of any
obligation to the other Party under Section 7 (Confidential Information and
Information Security) hereof (including but not limited to such breach by Amdocs
relating to Sprint Data) or Section 8 (Intellectual Property Rights) hereof,
provided that such breach, if curable, is not cured within [**] calendar days
after notification by the other Party of such breach;

               (d) insolvency of Amdocs; general failure of Amdocs to pay its
debts as they become due; entrance of Amdocs into receivership or any
arrangement or composition with creditors generally; filing of a voluntary or
involuntary petition or other action or proceeding for bankruptcy or
reorganization or dissolution or winding-up of Amdocs; a general assignment for
the benefit of creditors of Amdocs; or a seizure or a sale of a material part of
Amdocs' property by or for the benefit of any creditor or governmental agency;

               (e) an assignment or attempted assignment in violation of Section
13.1 (Assignment and Binding Nature) hereof; provided, however, that an
attempted assignment, made in the good faith belief that it is valid under such
Section 13.1 (Assignment and Binding Nature), shall not represent a Default of a
Party, if such Party promptly notifies the other Party of the attempted
assignment and promptly ceases to attempt the assignment after notification from
the other Party that such attempted assignment is in violation of such Section
13.1 (Assignment and Binding Nature);

               (f) a failure by a Party (i) to observe and perform any other
material obligation, covenant, or condition under this Agreement and the failure
by the breaching Party to cure such material default within [**] calendar days
after the breaching Party has received notice of such default (including but not
limited to, with respect to Amdocs, a material breach of Amdocs' obligations
under paragraphs (a) and (b) of Section 2.11 (Sprint Policies) hereinabove;
provided, however, that with respect to Sprint, the only failure that may
constitute a Default by the terms of this clause (f) of this Section 12.1.57
(and such Default shall be deemed a Critical Default) is Sprint's failure to pay
Amdocs in accordance with the provisions of this Agreement more than [**]
percent ([**]%) of Amdocs' charges relating to a period of [**] days or more
hereunder; provided that (x) such charges are at least [**] days past due; (y)
Amdocs has advised Sprint's Program Manager in writing of Sprint's failure to
make timely payment of such amounts and that Amdocs reserves the right to
terminate or suspend the Services in accordance with the

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -74-



Agreement if such amounts are not fully paid within [**] days of Amdocs' above
written notice, and (z) Sprint has not paid such amounts in full by the later of
the [**] day period specified in (x) above or the [**] day period specified in
(y) above; and provided further, however, that, notwithstanding anything to the
contrary provided herein, there shall not be deemed to have occurred a Default
of Sprint hereunder in the event that Sprint has failed to pay Amdocs, in
accordance with this Agreement, any portion (i.e., up to [**] percent ([**]%))
of Amdocs' charges relating to such period of [**] days or more, if with respect
to any amount greater than [**]%) of Amdocs' charges relating to such period of
[**] days or more, Sprint's Chief Information Officer or Chief Operations
Officer shall have determined reasonably and in good faith that such amount is a
"disputed amount" in accordance with Section 5.3.10(d) (Payments) hereof.

               (g) the awarding to Sprint of cumulative damages hereunder as of
any date subsequent to Final Acceptance of the Initial Release, in an aggregate
amount of [**] Dollars ($[**]).

          12.1.58 Defense

               "Defense" has the meaning set forth in Section 8 (Indemnification
and Insurance).

          12.1.59 Define Phase

               "Define Phase" means the initial stage in the implementation
(also known as Planning within the Amdocs lifecycle methodology), which phase
shall include, but not be limited to, architecture blueprints, business impact
analysis (a Sprint deliverable), concept and detailed business requirements,
estimated costs (if any additional), a financial scorecard, feasibility
assessments, test approaches, an IT evolution plan (a Sprint deliverable),
scorecards (a Sprint deliverable)and strategy maps (a Sprint deliverable). For
clarity, Amdocs shall provide to Sprint as part of the Define Phase the
following Deliverables (and any additional Deliverables mutually agreed to by
the Parties): a SWAG, CR Estimation, Proposed CR Packaging, CR Clarification
Questions and any other documents called for by the Amdocs lifecycle methodology
for this Phase.

          12.1.60 Delay

               "Delay" means a delay in a project schedule or the failure of any
assumption stated in an Additional Services Order that (i) Amdocs reasonably
believes Sprint caused by an act or omission, and (ii) directly causes a
material delay in Amdocs' performance.

          12.1.61 Deliverables

               "Deliverables" means any item delivered or produced by Amdocs or
required to be delivered or produced by Amdocs as the result of Services
rendered under this

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -75-



Agreement. Deliverables may include, but are not limited to, tangible and
intangible work product, information, data, reports, designs, memoranda, lists,
diagrams, schedules, analyses, procedures, specifications, programs, computer
systems, technology, materials, documentation and like items, whether in hard
copy or electronic media, incidental to, and containing and embodying the
results of, the Services performed under this Agreement.

          12.1.62 Demand Phase

               "Demand Phase" means the sixth stage in the implementation (also
known as Operations or End of Life within the Amdocs lifecycle methodology. For
clarity, Amdocs shall provide to Sprint as part of the Demand Phase the
following Deliverables (and any other Deliverables mutually agreed to by the
Parties): Project Run Books; Operational Reporting and Operational Scorecards
and any additional Deliverables mutually agreed to by the Parties).

          12.1.63 Deploy Phase

               "Deploy Phase" means the fifth stage in the implementation (also
known as the Testing, Implementation, and Post-Production within the Amdocs
lifecycle methodology), which phase shall include, but not be limited to, System
Testing, Acceptance Testing, PLAB, Bill Validation, ITV, Usage Validation,
Workforce Readiness Review, Business Readiness Review, User Communications,
Implementation, Deployment, Production Support, Lessons Learned, Master release
documents, the application deployment schedule, the go/no go decision
communication, Ensemble Business Readiness (EBR) Review, Final Technical Release
Notes, checklist reports and problem/incident records. For clarity, Amdocs shall
provide to Sprint as part of the Deploy Phase the following Deliverables (and
any additional Deliverables mutually agreed to by the Parties): Build Notes; a
Finalized Technical Release Notes; Implementation Swim Lane and Checklist;
Implementation Contact and Escalation List; Finalized Functional Release Notes
and any other documents called for by the Amdocs lifecycle methodology for this
Phase.

          12.1.64 Design Phase

               "Design Phase" means the third stage in the implementation (also
known as Design within the Amdocs lifecycle methodology), which phase shall
include, but not be limited to, application design documentation, application
model documentation, infrastructure engineering design documentation and
integrated design documentation. For clarity, Amdocs shall provide to Sprint as
part of the Design Phase the following Deliverables (and any additional
Deliverables mutually agreed to by the Parties): Impact Assessments, hardcopy
documentation and session walkthroughs, Reference Table Requirements; API DFS;
and any other documents called for by the Amdocs lifecycle methodology for this
Phase. For avoidance of doubt, Amdocs shall, upon Sprint's request, share with
Sprint any design documents of the Customized Product that are available.

          12.1.65 Develop Phase

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -76-



               "Develop Phase" means the fourth stage in the implementation
(also known as Development within the Amdocs lifecycle methodology), which phase
shall include, but not be limited to, detailed design, programming, subsystem
testing, application test plans, implementation plans, test execution signoff
for system testing, integrated quality checkpoint checklists, a master project
test plan, release testing guidelines, test summary reports, problem records,
and a software configuration management plan. For clarity, Amdocs shall provide
to Sprint as part of the Develop Phase the following Deliverables (and any
additional Deliverables mutually agreed to by the Parties): Functional Release
Notes; Software Release Notes; Technical Release Notes; Bill Layout Documents;
Billing Map; SAS Documents (if applicable); Screen and Report Documents; ACU
Document; ERD Document; Data Dictionary; DFD; System Test Results; Screen Change
Report; Report Change Report; Air Summary Mapping; Traffic Management System
Layout Documents and any other documents called for by the Amdocs lifecycle
methodology for this Phase.

          12.1.66 Disabling Device

               "Disabling Device" means any timer, clock, counter, or other
limiting design or routine or uncorrected known vulnerability that may cause
software or any data generated or used by it to be erased, become inoperable or
inaccessible, or that may otherwise cause such software to become temporarily or
permanently incapable of performing in accordance with this Agreement, including
without limitation, (i) any Disabling Device that is triggered after use or
copying of such software or a component thereof a certain number of times, or
after the lapse o a period of time, or in the absence of a hardware device or
after the occurrence or lapse of any other triggering factor or event or due to
external input, including across a computer network and (ii) any Disabling
Device that communicates with external resources without Sprint's knowledge or
express authorization. Disabling Device includes software commonly referred to
as a virus, worm, Trojan horse, spyware, adware or backdoor.

          12.1.67 Disaster

               "Disaster" means an event that causes an unplanned interruption
of information processing at any Data Center that, in turn, results in a
significant impairment of the ability of Amdocs to perform the Services at the
Data Center, which event is outside of Amdocs' control. Examples of a Disaster
are: (a) loss of the building to fire; (b) loss of power to a Data Center due to
hurricane damage; and (c) inability to access a Data Center due to a chemical
spill.

          12.1.68 Discover Phase

               "Discover Phase" means the second stage in the implementation
(also known as Scoping within the Amdocs lifecycle methodology), which phase
shall include, but not be limited to, functional requirements sign off, High
Level estimates for the various change requests, integrated quality checkpoint
checklists/reports, master project test plans, system requirements, application
design documents, infrastructure engineering design documents, and ongoing
project status reports. For clarity, Amdocs shall provide to Sprint as part of
the Discover

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -77-



Phase the following Deliverables (and any additional Deliverables mutually
agreed to by the Parties): updated SWAG high-level estimates and any other
documents called for by the Amdocs lifecycle methodology for this Phase.

          12.1.69 Discretionary Credits

               "Discretionary Credits" means the credits described in Section 6D
of Schedule D (Charges).

          12.1.70 Disentanglement

               "Disentanglement" has the meaning set forth in Section 6.5
(Transfer Assistance (Disentanglement)).

          12.1.71 Disentanglement Notice

               "Disentanglement Notice" has the meaning set forth in Section
6.5.2 (General Obligations).

          12.1.72 Disentanglement Services

               "Disentanglement Services" has the meaning set forth in Section
6.5.1 (Disentanglement Process).

          12.1.73 Dispute Resolution Process

               "Dispute Resolution Process" means the process described in
Section 4.6 (Dispute Resolution).

          12.1.74 Documentation

               "Documentation" means, collectively, (a) all of the written,
printed, electronic or other format materials published or otherwise made
available by Amdocs that Amdocs uses to perform the Services; (b) all user,
operator, system administration, technical, support and other manuals and all
other written, printed, electronic or other format materials to be provided by
Amdocs under this Agreement, or to be provided by Amdocs pursuant to agreement
of the Parties.

          12.1.75 Due Date

               "Due Date" has the meaning set forth in Section 5.3.2 (Invoicing
of License, and Implementation and Conversion Fees).

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -78-



          12.1.76 Effective Date

               "Effective Date" has the meaning set forth in the Preamble
hereto.

          12.1.77 ERD Document

               "ERD Document" or "Entity Relationship Diagrams Document" shall
mean the diagrams of how the database tables are related to one another. This is
delivered to Sprint by Amdocs via the ACU Document.

          12.1.78 Essential Agreement

               "Essential Agreements" has the meaning set forth in Section 6.5
(Transfer Assistance (Disentanglement)).

          12.1.79 Exit Fee

               "Exit Fee" means each of the exit fees set forth in Schedule I
(Exit Fee Computation) and/or in Schedule I1 (Exit Fee Computation for
Additional Services).

          12.1.80 Expiration Date

               "Expiration Date" has the meaning set forth in Section 6.5
(Transfer Assistance (Disentanglement)).

          12.1.81 Fast Track Procedure

               "Fast Track Procedure" means the agreed upon accelerated
procedure to enhance the Customized Product using Production CRs as described in
Schedule W (Fast Track Procedure).

          12.1.82 Final Acceptance

               "Final Acceptance" has the meaning set forth in Section 4.5.1
(Software Component Testing).

          12.1.83 Final Conversion Date

               "Final Conversion Date" shall mean the date that the Final
Conversion Milestone is achieved.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -79-



          12.1.84 Final Conversion Milestone

               "Final Conversion Milestone" shall mean when each of the
following have been received and Accepted by Sprint: (i) all CTA Functionality
has been implemented (unless otherwise agreed by the Parties); (ii) all bill
cycles are current; and (iii) [**] percent ([**]%) of all legacy Sprint
subscribers [**] have been successfully converted to the Customized Product and
have successfully completed at least one bill cycle.

          12.1.85 Finalized Functional Release Notes

               "Finalized Functional Release Notes" shall mean the updated
functional release notes (what business requirements are included in the
Release, anything excluded, disposition of any known issues, late changes, etc.)
after the software has been accepted by Sprint for production.

          12.1.86 Finalized Technical Release Notes

               "Finalized Technical Release Notes" shall mean the updated
technical release notes (i.e., what software is included in the Release,
anything excluded, disposition of any known bugs, late changes, etc.) after the
software has been accepted by Sprint for production.


          12.1.87 Force Majeure Event

               "Force Majeure Event" has the meaning set forth in Section 13.4
(Force Majeure).

          12.1.88 Functional Release Notes

               "Functional Release Notes" shall mean what business requirements
are included in the Release, the impacts and changes to functionality in the
upcoming version of the Customized Product for each of the new enhancements.

          12.1.89 GAAP

               "GAAP" has the meaning set forth in Section 13.2 (Audits,
Records).

          12.1.90 Generic Product

               "Generic Product" means the modules of the ENSEMBLE customer care
and billing platform, as well as any other software products offered by Amdocs
relating to the

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -80-



scope of products and services provided by Amdocs hereunder on the Effective
Date or to be provided hereunder at any time during the Term in accordance with
the terms of this Agreement on the Effective Date, including but not limited to,
those specified in Annex B to Schedule D (Charges), but not including any of the
Customized Materials.

          12.1.91 Hours Estimate

               "Hours Estimate" has the meaning set forth in Section 2.1.1
(Implementation Services Orders).

          12.1.92 IMEI (International Mobile Equipment Identity)

               "IMEI" means the unique identifying number for each wireless
telecommunications device.

          12.1.93 Impact Assessment Document

               "Impact Assessment Document" or "IA" means the detailed
requirements for the CR of the Customized Product developed by Amdocs and
reviewed by Sprint during sessions as agreed to by the Parties.

          12.1.94 Implementation and Conversion Fees

               "Implementation and Conversion Fees" has the meaning set forth in
Section 5 (Charges, Credits and Payments).

          12.1.95 Implementation Contact and Escalation List

               "Implementation Contact and Escalation List" shall mean names and
contact information for all key resources involved in the resolution of any
implementation issues.

          12.1.96 Implementation Services Order

               "Implementation Services Order" shall have the meaning set forth
in Section 2.1.1 (Implementation Services Orders).

          12.1.97 Implementation Swim Lane and Checklist

               "Implementation Swim Lane and Checklist" shall mean diagrams of
the release implementation activities required to deploy the software into
production (including sequence of activities and timeline) and associated
checklists to ensure nothing is missed.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -81-



          12.1.98 Increase Percentage

               "Increase Percentage" shall have the meaning set forth in Section
6E of Schedule D (Charges).

          12.1.99 Individual CPS BGYR State

               "Individual CPS BGYR State" shall have the meaning set forth in
Schedule C (Creditable Performance Specifications (CPSs)).

          12.1.100 In-Flight Projects

               "In-Flight Projects" means all projects contained within Appendix
E to Schedule A (Customized Product Functionality, Implementation and Conversion
Roles & Responsibilities) and Annex D to Schedule D (Charges).

          12.1.101 Infringement Claims

               "Infringement Claims" has the meaning set forth in Section 9
(Indemnification and Insurance).

          12.1.102 Initial Disentanglement Period

               "Initial Disentanglement Period" has the meaning set forth in
Section 6.5.1 (Disentanglement Process).

          12.1.103 Initial Release

               "Initial Release" or "Initial Release of the Customized Product"
means the first version of the further Customized Product developed by Amdocs
and delivered via a hosted solution as part of the Services hereunder for Sprint
in accordance with the Impact Assessment Document.

          12.1.104 Interest

               "Interest" means interest accruing at the daily equivalent of an
annual rate equal to [**] basis points plus the "Prime Rate" published on the
first business day of each month in the "Money Rates" or similar column of The
Wall Street Journal (but no more than [**] percent ([**]%) per annum), or at the
maximum rate allowed by law, if less, as such rate may change from time to time,
with any change in said rate becoming effective for purposes herein upon
publication of the Prime Rate change that caused it.

          12.1.105 Interconnectivity Testing

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -82-



               "Interconnectivity Testing" means testing of a software module's
interfaces with other modules of the same software system and with other
software systems, including testing of the API's used to implement such
interfaces.

          12.1.106 [**]

          12.1.107 Issues

               "Issues" means "Issues" as defined in the CPSs.

          12.1.108 Key Personnel

               "Key Personnel" means those personnel of Amdocs and Sprint,
respectively, who are so designated on Schedule G (Key Personnel and Program
Manager) and their respective replacement personnel designated and approved
under the terms and conditions of Section 4.2 (Key Personnel and Program
Manager).

          12.1.109 Legacy Additional Services

               "Legacy Additional Services" has the meaning set forth in Section
2.6 (Legacy Additional Services").

          12.1.110 License Fees

               "License Fees" has the meaning set forth in Section 5 (Charges,
Credits and Payments).

          12.1.111 Load Balancing

               A change in billing cycles approved by Sprint and Amdocs for
specific BANS in order to improve the Customized Products processing efficiency
or to satisfy Sprint's business initiatives (e.g., consolidate corporate
accounts). Cycle changes requested by a Sprint customer for the convenience of
such customer (e.g. change of cycle billing date) are not considered to be Load
Balancing.

          12.1.112 Maintenance Services

               "Maintenance Services" has the meaning set forth in Section 2.2
(Maintenance Services).

          12.1.113 Major Additional Release

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -83-



               "Major Additional Release" means any Additional Release budgeted
by Amdocs to require [**] to complete.

          12.1.114 Materials

               "Materials" has the meaning set forth in Section 8 (Intellectual
Property Rights).

          12.1.115 Milestones

               "Milestones" means those actions and projects identified as
"Milestones" in Schedule D (Charges).

          12.1.116 Minimum Subscriber Commitment

               "Minimum Subscriber Commitment" shall have the meaning set forth
in Section 6E of Schedule D (Charges).

          12.1.117 Monthly Subscriber Fees

               "Monthly Subscriber Fees" has the meaning set forth in Section 5
(Charges, Credits and Payments) and Schedule D (Charges).

          12.1.118 Multi-NAM (Number Assignment Module)

               "Multi-NAM" is a service offered by Sprint that allows a customer
to have different PTNs in different markets on the same wireless
telecommunications device (e.g., a different PTN in Chicago and New York), which
results in an IMEl for each PTN. Each such IMEVPTN combination under the
Multi-NAM service shall be considered a separate Subscriber.

          12.1.119 Operational Reporting

               "Operational Reporting" shall mean technical reporting on the
status and performance of the production system of the Customized Product.

          12.1.120 Operational Scorecards

               "Operational Scorecards" shall mean management reporting on the
operational metrics and CPSs associated with the production system of the
Customized Product.

          12.1.121 Overall CPS Score

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -84-



               "Overall CPS Score" shall have the meaning set forth in Schedule
C (Creditable Performance Specifications (CPSs)).

          12.1.122 Overall Timeline

               "Overall Timeline has the meaning set forth in Section 2.1.1
(Implementation Services Orders).

          12.1.123 Party

               "Party" shall mean Sprint or Amdocs; "Parties" shall mean both of
them.

          12.1.124 Performance Credits

               "Performance Credits" has the meaning set forth in Schedule C
(Creditable Performance Specifications (CPSs)).

          12.1.125 Performance Measurement Means

               "Performance Measurement Means" has the meaning set forth in
Section 2.1.1 (Implementation Services Orders).

          12.1.126 Performance Testing

               "Performance Testing" shall mean volume (throughput) and stress
(benchmarking) testing in order to determine if the Customized Product can
accommodate Sprint volume projections using specific criteria (established
pursuant to this Agreement) and if the system can perform required processing
loads within the specified timeframes (established pursuant to this Agreement).

          12.1.127 Person

               "Person" shall mean any natural person, corporation, limited
liability company, limited liability partnership, general partnership, limited
partnership, trust, association, governmental organization or agency, or other
legal person or legally constituted entity of any kind.

          12.1.128 Personnel

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -85-



               "Personnel" of a party means the direct and indirect employees,
subcontractors, and agents of such party.

          12.1.129 Phase

               "Phase" means the following phases of the Customization process
which are described in Section 2.1.1 (Implementation Services Orders): Define
Phase, Discover Phase, Design Phase, Develop Phase, Deploy Phase and Demand
Phase.

          12.1.130 Prior Year Subscribers

               "Prior Year Subscribers" shall have the meaning set forth in
Section 6E of Schedule D (Charges).

          12.1.131 Privacy Restricted Data

               "Privacy Restricted Data" is a subset of Sprint Restricted Data
and includes specific information that Sprint deems needs additional security
beyond the provisions included in Sprint Restricted Data, such as: [**]
agreed upon by the parties as needed.

          12.1.132 Production Change Requests or Production CRs

               "Production Change Requests" or "Production CRs" mean software
developments to be performed by Amdocs for Sprint which comply with the
following criteria: (i) There is an urgency to implement such software
developments before the next Additional Release because of their importance to
Sprint's business; (ii) Sprint and Amdocs are of the opinion that the
implementation of such software developments does not endanger the smooth
operation of the Customized Products (i.e., low risk for production
interference); (iii) such software developments are not parts of a forthcoming
Additional Release; (iv) the development of such software developments require
relatively small effort by Amdocs (usually less than [**]; and (v) there are no
changes to database schema definitions of the Customized Product. Exceptions to
the above criteria may only be agreed upon by the Parties in specific cases in
advance and in writing.

          12.1.133 Production CRs Charges

               "Production CRs Charges" means the charges to be paid by Sprint
to Amdocs for Production CRs that have been approved by Sprint as provided for
in the Production CRs SOWs (subject to the provisions of Section 7 of Schedule D
to the Agreement) submitted to Amdocs.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -86-



          12.1.134 Production CR Request Form

               "Production CR Request Form" means a Sprint document describing
its requirements for Production CRs substantially in the form of Annex A to
Schedule W (Fast Track Procedure) of the Agreement.

          12.1.135 Production CRs SOW

               "Production CRs SOW" means a Sprint order for Production CRs,
substantially in the form of Annex B to Schedule W (Fast Track Procedure) of the
Agreement, which is approved by Sprint in accordance with the procedure
described in Section 5.3 (Reporting, Invoicing and Payment) of the Agreement.

          12.1.136 Production Environment

               "Production Environment" means all necessary hardware and
software environments required to perform the Committed Operations Services.

          12.1.137 Project Plan

               "Project Plan" has the meaning set forth in Section 2.1.1
(Implementation Services Orders).

          12.1.138 Project Run Books

               "Project Run Books" shall mean operational specifications that
define how an application, service, etc., is run in production. Run Books will
typically include instructions for starting and stopping a given program as well
as any operational parameters that influence performance, reporting, priority,
etc.

          12.1.139 PTN (Personal Telephone Number)

               "PTN" means a personal telephone number.

          12.1.140 Reference Table Requirements

               "Reference Table Requirements" shall mean specifications that
define what data is required and how it should be populated in the price plan or
relevant reference tables.

          12.1.141 Release

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -87-



               "Release" has the meaning set forth in Section 2.1.2 (Additional
Releases).

          12.1.142 Requests

               "Requests" has the meaning set forth in the Recitals to this
Agreement.

          12.1.143 Responses

               "Responses" has the meaning set forth in the Recitals to this
Agreement.

          12.1.144 [**] Analysis

               "[**] Analysis" has the meaning set forth in Section 2.8
(Creditable Performance Specifications).

          12.1.145 Sales and Use Taxes

               "Sales and Use Taxes" means state and local sales and use taxes,
including Arizona transaction privilege tax, Arkansas gross receipts tax, Hawaii
general excise tax, Illinois retailer's occupation tax, and New Mexico gross
receipts tax.

          12.1.146 SAS Document

               "SAS Document" shall mean the changes to queries for the
Strategic Account outputs.

          12.1.147 Screen Change Report

               "Screen Change Report" shall mean the report of the new and
modified screens for the new version of the Customized Product.

          12.1.148 Services

               "Services" means (i) all of the tasks and services of Amdocs
described in this Agreement or a Services Order, including without limitation,
(a) the provision of a hosted solution version of the Customized Product
operated and maintained by Amdocs for Sprint in accordance with the requirements
of the Agreement and (b) Sections 1 (Transition; Original Agreement), 2 (Amdocs
Services), 4 (Relationship Management), 5 (Charges, Credits and Payments), 6
(Term and Termination), 8 (Intellectual Property Rights), and 13 (General) of
this Agreement and (ii) all other services that are consistent with, and
reasonably inferable to be within the scope of the foregoing or ancillary to,
incidental to, or necessary for, the performance of any part of the services and
functions described by the foregoing. The provisions of this

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -88-



Agreement relating to Services shall apply to Additional Services; provided,
however, where a provision makes specific reference to applying to Additional
Services only, such provision shall apply only to the Additional Services.

          12.1.149 Services Order

               "Services Order" means, individual or collectively, as the case
may be, an Implementation Services Order and/or an Additional Services Order.

          12.1.150 SIM (Subscriber Identification Module)

               "SIM" identifies each subscriber to the Sprint Network.

          12.1.151 Software Components

               "Software Components" has the meaning set forth in Section 4.5
(Acceptance Testing).

          12.1.152 Software/Hardware Environments

               "Software/Hardware Environments" means all necessary hardware and
software environments relating to the Customized Product and the Services,
including, without limitation, separate and distinct hardware and software
environments for each of development, testing, training and production, of the
Customized Product and the Services, in each case, as applicable, including
customer/usage servers and user connectivity (i.e., Metaframe servers).

          12.1.153 Software Release Notes

               "Software Release Notes" shall mean the overview of third party
software changes needed for the upcoming version of the Customized Product.

          12.1.154 Specifications

               "Specifications" means (i) with respect to the Initial Release,
the specifications contained in the final, approved Impact Assessment Document
and (ii) with respect to any Additional Release, the specifications contained in
any final applicable Impact Assessment Document for such Additional Release.

          12.1.155 Sprint

               "Sprint" has the meaning set forth in the Preamble hereto.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -89-



          12.1.156 Sprint Competitor

               "Sprint Competitor" means (i) the Persons listed in Schedule N
(Party Competitors), as revised by mutual agreement of the Parties from time to
time; and (ii) any Subsidiary of the entities referred to in clause (i).

          12.1.157 Sprint Data

               "Sprint Data" means, in or on any medium or form of any kind: (a)
data and summarized data related to Sprint, Sprint's Subscribers or the Services
that is in the possession of Sprint and data concerning or indexing such data
(regardless of whether or not owned by Sprint, generated or compiled by Sprint),
including data that is in Sprint's databases or otherwise in Sprint's possession
on the Effective Date or at any time during the Term; and (b) other Sprint
records, data, file, input materials, reports, forms, and other such items that
may be received by Amdocs, or by any of its Subcontractors, in the performance
of Amdocs' duties under the Agreement. Sprint's Data excludes personal data
relating to employees of Amdocs, its Affiliates, and their Subcontractors.

          12.1.158 Sprint-Owned Property

               "Sprint-Owned Property" means all [**], or that the Parties agree
to be owned by Sprint and, including, without limitation, [**].

          12.1.159 Sprint [**]

               "Sprint [**]" means [**].

          12.1.160 Sprint Indemnitees

               "Sprint Indemnitees" has the meaning set forth in Section 9
(Indemnification and Insurance).

          12.1.161 Sprint Legal Requirements

               "Sprint Legal Requirements" means the laws and regulations
applicable to Sprint.

          12.1.162 Sprint's Program Manager

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -90-



               "Sprint's Program Manager" means the individual so designated in
Schedule G (Key Personnel and Program Manager) hereto and any subsequent holder
of that position designated by Sprint.


          12.1.163 Sprint Restricted Data

               "Sprint Restricted Data" means is any information [**] pursuant
to [**] under this Agreement relating to [**]. Sprint Restricted Data includes,
without limitation, information such as [**].

          12.1.164 Sprint Testing Activities

               "Sprint Testing Activities" has the meaning set forth in Section
4.5.1 (Software Component Testing).

          12.1.165 Standard Materials

               "Standard Materials" means, with regard to the modules specified
in Annex B to Schedule D (Charges) as amended by the Parties from time to time
in accordance with the provisions of the Agreement, all tangible and intangible
information and developments, and all intermediate and/or partial versions
thereof, including all source code and object code with respect thereto, and all
designs, specifications, inventions, discoveries, improvements, materials,
program materials, software, flow charts, notes, outlines, lists, compilations,
manuscripts, writings, pictorial materials, schematics, other creations, and the
like, whether or not patented or patentable or otherwise protectable by law: (a)
already conceived, invented, created, or acquired by Amdocs or Third Parties
prior to the Effective Date and not the result of Customization Services
hereunder or the Original Agreement, or (b) conceived, invented, created, or
acquired, by Amdocs or Third Parties after the Effective Date, but only to the
extent such information and developments do not constitute Customized Materials
hereunder and do not include Sprint Confidential Information. Standard Materials
shall include but not be limited to the Generic Product.

          12.1.166 Steering Committee

               "Steering Committee" has the meaning set forth in Section 4.1
(Steering Committee).

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -91-



          12.1.167 Sub System Testing

               "Sub System Testing" shall mean the testing of the individual
software application for functionality, independent of interactions with other
applications or other software systems.

          12.1.168 Subcontractor

               "Subcontractor" means contractors, vendors, agents and
consultants retained by either Party to perform services hereunder and in
relation to this Agreement.

          12.1.169 Subscriber

               "Subscriber" shall mean a logical or physical handset or
apparatus, that is (i) recorded in the database of the Customized Product and
(ii) associated with the account of a customer to which services are or have
been provided by or through Sprint until such Subscriber is listed or marked as
cancelled. The parties agree [**].

               The parties also agree [**], based on various criteria, including
but not limited to [**].

          12.1.170 Subsidiary

               "Subsidiary" has the meaning set forth in the definition of
Affiliate.

          12.1.171 Suspension

               "Suspension" shall have the meaning set forth in Section 4.6.3
(No Termination or Suspension of Services).

          12.1.172 SWAG

               "SWAG" shall mean a high-level estimate of the level of work
required for the CR, project, program or Release, as applicable.

          12.1.173 System Test Results

               "System Test Results" shall mean a daily report of system test
progress.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -92-



          12.1.174 System Testing

               "System Testing" shall mean the testing of (i) the entire
software system (i.e., any or all of the Customized Products, as applicable) for
functionality and interaction among modules and (ii) testing of interface
functionality between the software system and other required Sprint and/or Third
Party systems using mock data inputs/outputs.

          12.1.175 Term

               "Term" means the period during which Amdocs shall be obligated to
provide the Services, as specified in Section 6.1 (Term).

          12.1.176 Termination Date

               "Termination Date" means the date for termination set forth in a
Termination Notice, as further described in Section 6 (Term and Termination).

          12.1.177 Termination Notice

               "Termination Notice" means the written notice that must be given
before termination in accordance with the termination process described in
Section 6 (Term and Termination).

          12.1.178 Termination Statement

               "Termination Statement" has the meaning set forth in Section
6.2.1 (Termination for Convenience).

          12.1.179 Testing Activities

               "Testing Activities" has the meaning set forth in Section 4.5.1
(Software Component Testing).

          12.1.180 Testing Environment

               "Testing Environment" means the software and hardware environment
(i.e., computers and software applications) necessary for the performance of the
Testing Activities.

          12.1.181 Third Party

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -93-



               "Third Party" means a Person other than Sprint and Amdocs and
their respective Affiliates, directors, officers and employees.

          12.1.182 Third Party Subscribers

               "Third Party Subscribers" means any handset or any other similar
apparatus that may be used for telecommunication services by customers of a
Third Party provider of telecommunications services.

          12.1.183 Traffic Management System Layout Documents

               "Traffic Management System Layout Documents" shall mean the
layout of the usage and billing files for the new version of the Customized
Product.

          12.1.184 Training Environment

               "Training Environment" means the software and hardware
environment (i.e., computers and software applications) necessary for the
performance and receipt of the Training Services.

          12.1.185 Training Services

               "Training Services" has the meaning set forth in Section 2.4
(Training Services).

          12.1.186 Unfavorable CPS Points

               "Unfavorable CPS Points" means the points assigned to the
Individual CPS BGYR States of "Yellow" and "Red" in computing the Overall CPS
Score in accordance with Schedule C (Creditable Performance Specifications
(CPSs)).

          12.1.187 Unit Testing

               "Unit Testing" shall mean the testing of the individual software
modules for functionality, independent of interactions with other modules or
other software systems.

          12.1.188 United States

               "United States" means the United States of America.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -94-



          12.1.189 Year 2000 Compliant

               "Year 2000 Compliant" has the meaning set forth in Section 11.3
(Additional Amdocs' Representations, Warranties and Covenants).

     12.2 Interpretation

          The table of contents and the headings of the Articles, Sections and
Schedules in this Agreement are provided for convenience of reference only and
shall not be deemed to constitute a part hereof. They do not define, limit,
construe or describe the scope or intent of the provisions of this Agreement.
References herein to numbered Articles and Sections and lettered Schedules refer
to the Articles, Sections and Schedules hereof, unless otherwise specified. A
term defined in the singular shall include the plural and vice versa when the
context so indicates.

13   GENERAL

     13.1 Assignment and Binding Nature

               (a) Subject to the provisions of paragraph (b) of Subsection
13.12 (Relationship, Subcontractors) hereof, Amdocs may not delegate its
obligations without the prior written consent of Sprint, which may be withheld
in its sole discretion.

               (b) Sprint may [**], on the condition that [**] and that Sprint
delivers a copy of such written undertaking to Amdocs; provided, however, that
[**], Sprint shall [**]; provided, further, however, that in the event that [**]
this Agreement in accordance with the provisions of [**]. For the avoidance of
doubt, [**]. In addition, in the event that [**], Sprint shall be [**]. For the
purpose of this subsection, [**], with respect to [**].

               (c) [**] this Agreement.

               (d) Any attempted assignment or delegation of all or any part of
the Agreement that does not comply with this Section 13.1 (Assignment and
Binding Nature) is void.

     13.2 Audits, Records

               (a) Amdocs shall maintain complete and accurate records and books
of account with respect to this Agreement utilizing United States generally
accepted accounting principles ("GAAP"), consistently applied and complying in
all respect with all applicable laws. Such records and books, and the accounting
controls related thereto, shall be sufficient to provide reasonable assurance
that: (i) transactions are recorded so as to permit the preparation of Amdocs'
financial statements in accordance with GAAP and to maintain accountability for
its assets; and (ii) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -95-



               (b) Amdocs shall retain (i) [**] for a period of [**] and (ii)
[**] for a period of [**], from the end of [**] during the Term, or such longer
period as may be required by law, all records and information required to verify
amounts invoiced by Amdocs under this Agreement for such [**].

               (c) Amdocs will provide Sprint with information and reports
reasonably sufficient for Sprint to confirm that Amdocs' systems, processes and
controls employed in providing the Services meet and comply with standards that
minimize operational and financial risk at a level and to an extent consistent
with the standards of major telecommunications services providers. Amdocs shall,
[**] provide Sprint with two copies of all reports prepared by Amdocs relevant
to Amdocs' enterprise-wide financial or operational controls or risk management
practices, or such controls and practices, including Amdocs' third-party audit
report, when such reports pertain to the Services. Amdocs will make available
promptly to Sprint, [**] the results of any audit conducted pursuant to
Statement of Auditing Standards No. 70 (or any applicable successor thereto) for
Amdocs, any of Amdocs' Affiliates or their contractors, agents or
representatives relating to Amdocs' operating practices and procedures to the
extent related to the Services or Sprint. Sprint and Amdocs will mutually agree
upon the scope and degree of the controls to be tested prior to the commencement
of any audit under this paragraph.

               (d) In addition, Amdocs will cause independent auditors to
conduct annually, and make available promptly to Sprint the results of, an audit
conducted under Statement of Auditing Standards No. 70 (or any applicable
successor thereto) of Amdocs, its Affiliates or their contractors, agents or
representatives relating to Amdocs' operating practices and procedures to the
extent related to the Services or Sprint. The report prepared shall be a "Type
II" report under such standard and the auditors preparing it shall be a firm of
certified public accountants that is registered with the Public Company
Accounting Oversight Board and is reasonably acceptable to Sprint. Sprint and
Amdocs will mutually establish the criteria for and timing of such annual
audits, but if Sprint does not specify the timing of any such audits then Amdocs
will deliver or arrange for delivery of the results of the audits for the period
ending September 30, to be delivered to Sprint prior to December 1 of each
calendar year during the term, including any renewal period and the term of any
post termination transition services.

               (e) If the auditor determines that Amdocs' systems, processes and
controls employed in providing the Services contain one or more material
weaknesses or significant deficiencies, or otherwise fail to meet and comply in
any material respect (that would prohibit Sprint from fulfilling certification
obligations required by any law or regulation) with standards that minimize
operational and financial risk, Sprint may request and Amdocs will implement
[**] all necessary remedial measures within a reasonable timeframe approved by
Sprint. Sprint will cause its independent auditors to confirm, at Amdocs'
previously agreed expense, that such matters have been corrected. To the extent
that Sprint desires that an independent auditor conduct additional SAS No. 70
(Type II) audits other than in accordance with the preceding provisions of this
Section it may do so, but such audits will be conducted at Sprint's expense.
Sprint will have the right to share SAS No. 70 audit reports, and the
certifications provided for under paragraph [**], provided that such resellers
are bound by

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -96-



confidentiality obligations consistent with those set forth in this Agreement
and Sprint obtains Amdocs' consent to such sharing of the SAS No. 70 audit
reports (such consent not to be unreasonably withheld or delayed).

               (f) Amdocs will provide, [**] an annual year-end representation
letter, in form and substance reasonably satisfactory to Sprint, that confirms
that no material changes have occurred in Amdocs' processes between the period
of the delivered SAS 70 report and Sprint's fiscal year end. If significant
changes have occurred, Amdocs will be responsible for any additional audit work
required in order to provide comfort with the controls around the new or changed
process. Such annual representation letter will be delivered within [**]
business days of the end of Sprint's fiscal year.

               (g) Amdocs shall provide Sprint with commercially reasonable
assistance enabling Sprint to meet its audit requirements as set forth in this
Section 13.2 (Audits, Records).

               (h) Amdocs shall provide to Sprint and its authorized
representatives who agree to be bound by obligations of confidentiality similar
to those set forth in Section 7 (Confidential Information and Security) (and in
the case of Third-Party consultants other than Sprint's independent auditors,
who sign a confidentiality agreement with Amdocs containing substantially
similar obligations of confidentiality) access to the Data Centers and Amdocs'
operations so as to enable Sprint to validate Amdocs' operations relating to the
performance of the Services hereunder. Amdocs shall further provide to Sprint's
independent auditors, who agree to be bound by obligations of confidentiality
similar to those set forth in Section 7 (Confidential Information and Security)
access to the pertinent portions of its records and books of accounts to enable
Sprint (through such independent auditors) to conduct appropriate validations
("Audits") of Amdocs' invoices to Sprint relating to the performance of
Services. Such records and reports shall be maintained by Amdocs at a principal
business office and Sprint, upon prior written notice, may examine and make
extracts of information and copy parts thereof to the extent necessary for
Sprint to validate the accuracy of Amdocs' invoices, at any reasonable time
during normal business hours. The Audits shall be for the purpose of validating
that:

                    (i) the charges for all Services are accurate;

                    (ii) the Services are being provided in accordance with this
Agreement and at levels that meet or exceed the CPSs;

                    (iii) Amdocs is complying with Sprint's policies and
security requirements as required under this Agreement;

                    (iv) Amdocs' compliance with applicable laws or regulations;

                    (v) any activities of Amdocs that may affect Sprint's
internal controls on financial reporting.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -97-



               (i) Audits shall:

                    (i) occur no more than once per quarter, unless required to
meet Sprint Legal Requirements;

                    (ii) not be permitted if it materially impact on Amdocs'
ability to perform the Services in accordance with the CPSs, unless Sprint
relieves Amdocs from meeting the applicable CPSs;

                    (iii) be conducted expeditiously, efficiently, and at
mutually agreed upon business hours; and

                    (iv) be conducted upon reasonable prior written notice,
which normally shall be at least [**] days, but may be less if Amdocs and Sprint
agree that certain Audits, such as security Audits, may be conducted upon
shorter notice.

               (j) Sprint and its auditors shall have access to Amdocs locations
to the extent reasonably necessary to Audit Amdocs' performance of the Services,
including without limitation, compliance with the security requirements set
forth in the Agreement and the Parties will cooperate in good faith to protect
the interests and privacy of other Amdocs customers served from such locations.

               (k) Sprint shall be permitted to designate a Third Party auditor
(who is not an Amdocs Competitor) to perform the Audit, at Sprint's expense on a
non-contingent basis, provided such Third Party auditor agrees to be bound by
confidentiality obligations similar to those set forth in Section 7
(Confidential Information and Security).

               (l) If an Audit demonstrates that Amdocs' invoices for the
Services for the audited period were not correct, Amdocs shall promptly credit
Sprint for the amount of any paid overcharges, or Sprint shall promptly pay
Amdocs for the amount of any undercharges. In the event that any Audit reveals
an overcharge greater than [**] percent ([**]%) for the audited period, Amdocs
shall pay the direct expenses associated with such Audit.

               (m) Amdocs shall incorporate this paragraph verbatim into any
agreement it enters into with any Subcontractor providing Services under this
Agreement, changing it only to substitute the name of the Subcontractor for that
of Amdocs.

     13.3 Data Privacy

          In performing their obligations hereunder, the Parties agree to comply
with the data privacy requirements set forth in Schedule Y (Privacy and Security
Attachment).

     13.4 Force Majeure

               (a) As used herein, "Force Majeure Event" shall mean a cause
beyond the reasonable control of a non-performing Party, including but not
limited to acts of God, act of

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -98-



governmental body or military authority, fire, explosion, power failure, flood,
epidemic, riot or civil disturbance, war, sabotage, accidents, insurrections,
blockades, embargoes, storms, labor disputes, earthquakes, elements of nature,
terrorism, rebellions or revolutions in the United States, or similar event;
provided, however, that "Force Majeure Event" expressly excludes the following:
any event that Amdocs could reasonably have prevented by testing, work-around,
or other exercise of diligence, including (but not limited to) any failure to
provide Services in accordance with the provisions of this Agreement as a result
of any power failure that could have been prevented by access to redundant power
supplies; any strike, walkout, or other labor shortage that could have been
prevented by automation of functions necessary to provide the Services; any
failure of any system, facilities, or hardware that could have been prevented by
testing, and any cause or event caused by the negligence of a Party or a breach
by a Party of this Agreement.

               (b) Neither Party will be liable for any default or delay in the
performance of its obligations (including but not limited to Default), to the
extent that such default or delay is caused, directly or indirectly, by a Force
Majeure Event. However, the Party suffering the Force Majeure Event shall have a
duty to mitigate the effects of the Force Majeure Event (to the extent such
Force Majeure Event does not prevent such mitigation) and shall not be entitled
to damages or reimbursement for its losses or additional costs suffered as a
result of the Force Majeure Event.

               (c) If a Force Majeure Event is the material contributing cause
of a Party's failure to perform any of its obligations hereunder, such
obligations, after notification by such Party to the other Party, shall be
deemed suspended to the extent such obligations are directly affected by such
Force Majeure Event, until the Force Majeure Event has ended and a reasonable
period of time for overcoming the effects thereof has passed; provided, however,
that if a Force Majeure Event results in Amdocs being unable to perform during
any period any or all of the Services in accordance with the terms hereof,
Sprint shall: (i) not be required to pay for any such Services which Amdocs is
unable to perform; (ii) be entitled, without the payment of the fees described
in Section 6.2.1 (For Convenience), to engage an alternate provider, on an
interim basis, to perform the Services that Amdocs is unable to perform as a
result of the Force Majeure Event until such time as Amdocs is able again to
perform the Services in accordance with the terms hereof; (iii) be entitled to
benefit from a share of Amdocs' resources devoted to returning Amdocs to full
performance of all Services hereunder, that is [**] the share of such resources
that Amdocs allocates to other of its customers with whom it has agreements that
are similar to this Agreement; and (iv) have the right to terminate this
Agreement in accordance with the terms of Section 6.2.3 (Termination for Force
Majeure Event). Both Parties shall use their best efforts to minimize delays
that occur due to a Force Majeure Event; provided, however, that this Section
shall not be construed so as to require Amdocs to provide disaster recovery
services beyond those described in the in the Disaster Recovery Plan as such
Disaster Recovery Plan may be revised from time to time by agreement of the
Parties.

               (d) This Section does not affect Amdocs' obligation to provide
the disaster recovery services to the extent set forth in the Disaster Recovery
Plan, provided that the

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -99-



Force Majeure Event does not prevent the provision of such disaster recovery
services by Amdocs.

     13.5 Freedom of Action

               (a) Amdocs may enter into similar agreements with others and
develop and provide hardware, software, or services that are similar to or
competitive with the hardware, software, and Services provided under the
Agreement, except to the extent that such hardware, software, or services
infringe Sprint's patent rights or copyrights, misappropriate or use in any
manner Sprint's Confidential Information.

               (b) Amdocs personnel providing Services to Sprint under the
Agreement may perform similar services for others, and may use the Customized
Materials to the extent permitted under Section 8 (Intellectual Property
Rights), but only so long as those Amdocs personnel shall not use or convey any
of Sprint's Confidential Information (including any such Confidential
Information contained, if any, in the Customized Materials) or (ii) violate the
restrictions on the use of iDEN Customizations contained in Section 8.1.2(e)
(iDEN Customizations).

     13.6 Governing Law and Jurisdiction

               (a) The laws of the State of New York will govern the
construction and enforcement of all of the rights, duties, and obligations
arising under, or relating in any manner to, the subject matter of this
Agreement, notwithstanding any conflicts of law principles.

               (b) Except as specifically otherwise provided under this
Agreement, any dispute under this Agreement that cannot be resolved amicably
through the escalation procedure described in Section 4.6 (Dispute Resolution)
hereof, including but not limited to any proceeding regarding the rights,
duties, and obligations arising under, or relating in any manner to, the subject
matter of this Agreement, shall be referred to and resolved by arbitration,
under the rules of the CPR Institute for Dispute Resolution's ("CPR") Rules for
Non-Administered Arbitration of Business Disputes then prevailing, and pursuant
to the requirements or this Section 13.6 (Governing Law And Jurisdiction). If
the CPR Rules and the provisions of this Agreement conflict, this Agreement
shall govern. Each arbitrator shall have at least five years of experience in
international business. The arbitration shall be conducted in New York City by
three Arbitrators and the language of the arbitration shall be English. The
Arbitrator shall be appointed by agreement of the Parties; in the event that the
Parties fail to agree upon the appointment of the Arbitrator within [**] days
after a notice of arbitration is given by either Party to the other, then the
Arbitrator shall be selected and appointed at the request of either Party by the
CPR. The Arbitrators' decisions shall be based upon the provisions of this
Agreement, including, but not limited to, the provisions of Section 6 (Term and
Termination), Section 10 (Limitation of Liability; Remedies), and Section 11
(Warranty). The Arbitrators shall have no power or authority to make or issue
orders of any kind except as permitted by this Agreement. The Arbitrators will
be required to furnish, promptly upon conclusion of the arbitration, a written
decision, setting out the reasons for the decision. The decision of the
Arbitrator shall be final and binding on the Parties, shall not be subject to
appeal, and shall be

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -100-



enforceable by either party in any court of competent jurisdiction. Judgment on
the award or any other final or interim decision rendered by the tribunal may be
entered, registered or filed for enforcement purposes in any court having
jurisdiction thereof. Each party will bear its own expenses and an equal share
of the expenses of a third arbitrator and the fees, if any, of the CPR.

               (c) The Parties waive the right to a jury trial of any issue that
is properly the subject of arbitration under this Agreement.

               (d) Nothing in the Agreement affects any statutory rights that
cannot be waived or limited by contract under applicable law.

     13.7 Risk of Loss

          Sprint is responsible for risk of loss of and damage to equipment
owned, leased, or rented by Amdocs that is located on Sprint's premises and any
loss of and damage to software owned by or licensed to Amdocs that is in
Sprint's possession at the time of such loss or damage. Amdocs is responsible
for risk of loss of and damage to equipment owned, leased, or rented by Sprint
that is located on Amdocs' premises and any loss of and damage to software owned
by or licensed to Sprint that is in Amdocs' possession at the time of such loss
or damage.

     13.8 Interpretation

          Amdocs and Sprint drafted and negotiated the Agreement jointly, and
such Agreement shall be construed neither against nor in favor of either, but
rather in accordance with its fair meaning. Time is of the essence in the
performance of Amdocs obligations hereunder.

     13.9 Modifications

               (a) Modifications to this Agreement may be made only by a written
amendment signed by authorized representatives for each of the Parties.

               (b) Any terms on any order or written understanding that are not
signed by Amdocs and Sprint are void. Any pre-printed terms that may appear on
Amdocs' invoices or any of Sprint's documents which add to, vary from or
conflict with the provisions of this Agreement shall be void.

               (c) Modifications in any other form are void.

     13.10 Notifications and Approvals

               (a) Any notification, demand or communication which under the
terms of this Agreement or otherwise must or may be given or made by Amdocs or
Sprint shall be in writing and shall be: (i) given in person, (ii) made by any
delivery (courier) services requiring

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -101-



signature of receipt or by fax, addressed or transmitted as the case may be, to
the respective Parties' addresses specified below, or (iii) sent by local postal
services as provided below.

               (b) Amdocs and Sprint may also communicate with each other for
their day-to-day project activities and management to be performed under this
Agreement by electronic means. An identification code (called a user ID)
contained in an electronic document will be deemed sufficient to verify the
sender's identity and the document's authenticity.

               (c) Unless specified otherwise in the Agreement, when either
Party is required to provide notice to the other, such notice shall be deemed
given upon the earlier of:

                    (i) when delivered within the same country, upon the earlier
of:

                         (1) the day of receipt, if delivered in person or
electronically;

                         (2) the first business day after being given to an
express courier with a reliable system for tracking delivery or the transmission
by fax and receipt by the sender of a confirmation of transmission showing
successful completion of the transmission; or

                         (3) the third business day after the date of mailing,
when using local postal services, registered or certified mail (airmail or first
class mail), return receipt requested, postage prepaid; and

                    (ii) when delivered to Amdocs or Sprint in a different
country:

                         (1) in person, electronically or by fax, the same as
above; or

                         (2) by express courier or postal services, as provided
above within the time frames for delivery generally stated by the courier
service or the local postal service, respectively, but no greater than ten (10)
business days.

     Amdocs and Sprint shall provide notifications under this Agreement to the
following:

          For termination, breach, or default:

          If to Amdocs:

          AMDOCS SOFTWARE SYSTEMS LIMITED
          1ST Floor, Block S
          East Point Business Park Dublin 3, Ireland
          Telephone: _________________
          Fax: _________________
          Attention: _________________

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -102-



          With copies to:

          Amdocs Management Limited
          Legal Department
          8 Hapnina Street
          Ra'anana 43000
          Israel
          Telephone: 972-9-776-5131
          Fax: 972-9-776-3742
          Attention: General Counsel

          If to Sprint:

          Sprint/United Management Company
          6200 Sprint Parkway
          Overland Park, KS 66251-6117
          Attention: Vice President, Customer Billing Services
          Telephone: _______________
          Facsimile: ______________

          With a copy to the attention of Supply Chain Management addressed as
follows:

          2002 Edmund Halley Drive
          Reston, Virginia 20191
          Attention: Director, Supply Chain Management (IT)
          Telephone: (703)433-4000
          Fax: (703)433-4035

          And an additional copy to the attention of Sprint's counsel addressed
as follows:

          2001 Edmund Halley Drive
          Reston, Virginia 20191
          Attention: Vice President, Legal (Commercial)
          Telephone: (703)433-4000
          Fax: (703)433-4035

          For all other notices:

          If to Amdocs:

          AMDOCS SOFTWARE SYSTEMS LIMITED
          1ST Floor, Block S
          East Point Business Park Dublin 3, Ireland
          Telephone: _______________

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -103-



          Fax: ________________
          Attention: _____________
          e-mail: ________________

          With copies to:

          Amdocs Management Limited
          Legal Department
          8 Hapnina Street
          Ra'anana 43000
          Israel
          Telephone: 972-9-776-5131
          Fax: 972-9-776-3742
          Attention: General Counsel

          If to Sprint:

          Sprint/United Management Company
          6200 Sprint Parkway
          Overland Park, KS 66251-6117
          Attention: Vice President, Customer Billing Services
          Telephone: _________________
          Facsimile: _________________

          With a copy to the attention of Supply Chain Management addressed as
follows:

          2002 Edmund Halley Drive
          Reston, Virginia 20191
          Attention: Director, Supply Chain Management (IT)
          Telephone: (703)433-4000
          Fax: (703)433-4035

          And an additional copy to the attention of Sprint's counsel addressed
as follows:

          2001 Edmund Halley Drive
          Reston, Virginia 20191
          Attention: Vice President, Legal (Commercial)
          Telephone: (703)433-4000
          Fax: (703)433-4035

               (d) Either Party may change its address, phone, and facsimile
numbers for notification purposes by giving the other prior written notice of
the new information and its effective date.

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -104-



     13.11 Publicity

               (a) Each Party must obtain the other's prior written consent
before publicly using any advertising, written sales promotion, press releases,
or other publicity matters relating to the Agreement or in which the other's
name is used or may reasonably be inferred which consent shall not be
unreasonably withheld; provided, however, that the Parties agree that Amdocs
during the Term may publicly refer to Sprint as its customer, and refer to the
existence of this Agreement (but not disclose any of the contents hereof).

               (b) Notwithstanding paragraph (a) above, each of the Parties may
include the names of the Parties, the existence of the Agreement, and a factual
description of the work performed under the Agreement:

                    (i) on employee bulletin boards;

                    (ii) in internal business planning documents;

                    (iii) in its annual report to stockholders; and

                    (iv) whenever necessary to comply with generally accepted
accounting principles or applicable laws.

               (c) The Parties agree that, upon the execution of this Agreement,
Sprint and Amdocs will issue a joint press release regarding the scope of this
Agreement, provided that the content of the press release and the timing of its
distribution are agreed to by both Parties and the press release has received
the prior written approval and consent of Sprint and Amdocs.

     13.12 Relationship, Subcontractors

               (a) This Agreement shall not be construed as:

                    (i) constituting either Party to be a partner of the other;

                    (ii) creating any form of legal association between Sprint
and Amdocs that would impose liability upon one for the act or failure to act of
the other, or any form of a fiduciary relationship or duty between Amdocs and
Sprint; or

                    (iii) granting Sprint or Amdocs the right, power, or
authority (express or implied) to create any duty or obligation for the other.

               (b) Amdocs may perform its obligations hereunder as follows: (i)
through any Subsidiaries of Amdocs' ultimate parent corporation, without the
need to request Sprint's consent; (ii) through Amdocs ultimate parent
corporation without the need to request Sprint's consent; or (iii) through the
use of Amdocs-selected independent contractors, including hardware and software
vendors; provided, however, that Amdocs shall not perform in excess of [**]
percent ([**]%) of the Services (determined on the basis of actual hours worked
and actual

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -105-



headcount during any month of the Term) using such Amdocs-selected contractors
without the prior written consent of Sprint, which consent shall not be
unreasonably withheld, and in all events, subject to such entities being bound
by confidentiality obligations similar to those set forth in Section 7
(Confidential Information and Security) hereof. Amdocs shall not be relieved of
its obligations under this Agreement by use of any Subcontractors, including its
obligations herein with respect to performance standards service levels and
quality. All Amdocs Subcontracts (including purchase orders) shall specify that
the Subcontractor is, to the extent applicable, subject to, and bound by, all of
the duties and obligations of Amdocs under this Agreement. Amdocs shall be
responsible for supervising the activities and performance of each Subcontractor
and shall be jointly and severally responsible with each Subcontractor for any
act or failure to act of such Subcontractor. If Sprint determines in good faith
that the performance or conduct of any Amdocs Subcontractor is unsatisfactory,
Sprint may notify Amdocs of its determination in writing, indicating the reasons
therefor, in which event Amdocs shall promptly take all necessary actions to
remedy promptly the performance or conduct of such Subcontractor or to replace
such Subcontractor by another Third Party or by Amdocs personnel. Upon Sprint's
request, Amdocs shall promptly provide to Sprint, for Sprint's review, a copy of
any material contract between Amdocs and a Subcontractor of Amdocs that relates
to the performance of the Services hereunder provided that any such contracts
shall be considered "Confidential Information" hereunder; and provided, further,
that except with respect to the [**] Pass Through Agreement, Amdocs shall be
permitted to redact any pricing information contained in such contracts prior to
providing them to Sprint. Amdocs covenants that its arrangements with
Subcontractors shall not prohibit or restrict such Subcontractors from entering
into direct agreements with Sprint.

     13.13 Severability

          If any provision of the Agreement is held to be invalid, illegal, or
unenforceable, the remaining provisions of the Agreement shall not in any way be
affected or impaired, and the invalid, illegal, or unenforceable provision shall
be restated to reflect the original intentions of Sprint and Amdocs under the
Agreement as nearly as possible in accordance with applicable laws.

     13.14 Survival

          Any terms of the Agreement that by their nature extend beyond its
expiration or termination shall remain in effect until fulfilled, including
Section 1 (Transition; Original Agreement); Section 7 (Confidential Information
and Security), Section 13.6 (Governing Law And Jurisdiction), Section 9
(Indemnification and Insurance), Section 8 (Intellectual Property Rights),
Section 10 (Limitation of Liability; Remedies), Section 5.3 (Reporting,
Invoicing and Payment), Section 13.14 (Survival), Section 13.15 (Third Party
Beneficiaries), and Section 11 (Warranty), as well as any specific limitations
period.

     13.15 Third Party Beneficiaries

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -106-



          This Agreement does not create any benefits, rights, claims,
obligations, or causes of action in, to, or on behalf of, any person or entity
(including Affiliates, Third Parties, or Subcontractors) other than to Sprint
and Amdocs under the Agreement, except as set forth in Section 9
(Indemnification and Insurance) and Section 10 (Limitation of Liability;
Remedies).

     13.16 Waiver

          The exercise or waiver, in whole or in part, of any right, remedy, or
duty provided for in this Agreement shall not constitute the waiver of any
prior, concurrent, or subsequent right, remedy, or duty within the Agreement.

     13.17 Captions; Section Numbers

          Captions, Tables of Contents, Indices of Definitions, and Schedule and
Exhibit titles are used herein for convenience only and may not be used in the
construction or interpretation of this Agreement. Any reference herein to a
particular Section number (e.g., "Section [___]"), shall be deemed a reference
to all Sections of this Agreement that bear sub-numbers to the number of the
referenced Section (e.g., Sections [___], [___], etc.).

     13.18 Counterparts

          This Agreement may be executed in duplicate counterparts. Each such
counterpart shall be an original and both together shall constitute but one and
the same document. This Agreement shall not be deemed executed unless nor until
at least one counterpart bears the signatures of both parties' designated
signatories.

     13.19 Entire Agreement

          The terms and conditions contained in this Agreement constitute the
entire Agreement between Sprint and Amdocs with respect to the subject matter
hereof and supersede all prior oral and written quotations, communications,
representations, agreements and understandings of the Parties with respect to
the subject matter hereof (including but not limited to the Letter of Agreement
between the Parties dated [**].

     13.20 Order of Precedence

          In the event of conflict in substance or impact between this Agreement
and any Schedule, Attachment, or Exhibit, the Agreement controls, subject to the
right of Sprint and Amdocs to mutually amend the Agreement and Attachments,
Exhibits, and Schedules as set forth herein.

                            (signature page follows)

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -107-



     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above.

SPRINT/UNITED MANAGEMENT COMPANY        AMDOCS SOFTWARE SYSTEMS LIMITED


By: /s/ Paul Saleh                      By: /s/ JC Mottershead-Needs
    ---------------------------------       ------------------------------------
Name: Paul Saleh                        Name: JC Mottershead-Needs
Title: CFO                              Title: Assistant General Manager

And for the sole purpose of the
assignment of the Original Agreement to
Sprint set forth in Section 1
(Transition; Original Agreement):


NEXTEL FINANCE COMPANY


By: /s/ Paul Saleh
    ---------------------------------
Name: Paul Saleh
Title: CFO

SPRINT/UNITED MANAGEMENT COMPANY
AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES AGREEMENT   CONFIDENTIAL


                                      -108-



                                   Schedule A

                 SCHEDULE A - CUSTOMIZED PRODUCT FUNCTIONALITY,
             IMPLEMENTATION AND CONVERSION ROLES & RESPONSIBILITIES

This Schedule A to the Agreement summarizes the scope of functionality Amdocs
shall provide to Sprint through the implementation of the Customized Product.
Section A1 summarizes the scope of functionality that Amdocs shall provide,
while Section A2 summarizes the roles and responsibilities of both Amdocs and
Sprint with regard to full implementation of the Customized Product and complete
conversion of all customers and data currently served by Sprint customer care
and billing systems to the Customized Product. Capitalized terms used herein
without definition are used as defined in the Amended and Restated Customer Care
and Billing Services Agreement to which this Schedule A is attached. References
to Appendices herein refer to the Appendix A through Appendix I attached hereto.

A1. FUNCTIONAL SCOPE

     A1.1. OVERVIEW

The CTA Functionality shall include (i) the Customized Product under the
Original Agreement (i.e., Ensemble iDEN) and its robust capabilities; (ii) all
of the functionality requested in the RFO and agreed to by Amdocs in its
response to the RFO; and (iii) any other functionality mutually agreed to by the
Parties in an Implementation Services Order to be CTA Functionality.

     A1.2. BASELINE LEGACY SPRINT AND NEXTEL FUNCTIONALITY

CTA Functionality referred to in clause (i) above includes the existing Nextel
billing and care platform, including all existing Nextel features, functions,
and services and shall conform to Schedule C (Creditable Performance
Specifications).

CTA Functionality referred to in clause (ii) above includes support for each of
the products required to address the legacy Sprint functionality and listed on
Appendix A attached hereto.

CTA Functionality also includes support for the business processes that are
identified in Appendix B and which were included in the RFO [**] and agreed to
by Amdocs [**]

     A1.3. INITIAL RELEASE FUNCTIONALITY

Sprint and Amdocs have worked together to further clarify the portion of
CTA Functionality to be implemented as part of the Initial Release.

The Parties shall finalize the identification of the CTA Functionality to be
implemented in the Initial Release in the Implementation Services Order
applicable to the Initial Release.


                                        1



                                   Schedule A

     A1.4. ADDITIONAL RELEASE FUNCTIONALITY

Amdocs shall provide all CTA Functionality not included in the Initial Release
in the other CTA Releases subsequent to the Initial Release. Sprint and Amdocs
will work together to further clarify and specify the CTA Functionality to be
implemented in each CTA Release and document the same in the applicable
Implementation Services Order.

In addition to the CTA Functionality, Amdocs shall provide additional
functionality to address specific product requirements to meet Sprint's ongoing
business needs. This additional functionality, referred to as In-Flight
Projects, is specified in Appendix E to this Schedule A. Each Implementation
Services Order shall further specify the requirements for each In-Flight Project
and the Release in which such In-Flight Project shall be completed. [**]
(Charges).

A2. IMPLEMENTATION AND CONVERSION

This section summarizes the deliverables, roles, and responsibilities of both
Amdocs and Sprint with regard to implementation of the CTA Functionality and the
In-Flight Projects and conversion and migration of the legacy Sprint customers
to the Customized Product.

     A2.1. OVERVIEW

This section summarizes the scope of Amdocs' responsibility for the definition,
design, implementation, testing, conversion, migration, and post-conversion
support required to fully realize the business objectives and functional scope
of the Customized Product.

Amdocs shall perform the services required to convert and migrate all customers
and equipment serviced by the legacy billing and care systems (i.e. the
Customized Product [**]) to the Customized Product. Such services constitute
"Services" under the Agreement. The converted subscribers will be all active
subscribers in Sprint's legacy billing systems at the time of conversion. [**]
Customized Product [**]. Extract data files will be provided to Amdocs by
Sprint. Amdocs will be responsible for its scope of service in the conversion
process [**]. Sprint will be responsible for providing the extract data files.

As the implementation of the Customized Product is a significant development and
testing effort, for every Release, Amdocs shall conform to the Amdocs' software
lifecycle development methodology described in Appendix F and shall develop and
deliver all deliverables required by such methodology, including the
deliverables for each Release identified in Appendix F. [**].

[**].

Attached as Appendix I to this Schedule A are the Amdocs and Sprint roles and
responsibilities relating to implementation of the Customized Product and the
conversion


                                        2



                                   Schedule A

of all customers and data currently served by Sprint customer care and billing
systems to the Customized Product.

[**]


                                        3



                                   Schedule A

APPENDIX A - LEGACY SPRINT PRODUCT FUNCTIONALITY

Attached is the product list as agreed on 1/3/2006

          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.

[**]


                                        4



                                   Schedule A

APPENDIX B - REQUIRED BUSINESS PROCESSES



                                                                    SCENARIO 2
                                                                   X=INCLUDED,
                                                      HIGH-LEVEL    OTHERWISE
     PROCESS AREA             BUSINESS PROCESS       DESCRIPTION     EXCLUDED
     ------------             ----------------       -----------   ----------
                                                          
     RELATIONSHIP        Order Entry                 [**]          [**]
      MANAGEMENT         Contract Management         [**]          [**]
                         Customer Notifications      [**]          [**]
                         Call Center Management      [**]          [**]
                         Personalization Engine      [**]          [**]
                         Application Helpdesk        [**]          [**]
                         Churn Management            [**]          [**]
                         3rd Party Identification    [**]          [**]
                         Performance Management      [**]          [**]
                         3rd Party Notifications     [**]          [**]
                         3rd Party Integration       [**]          [**]
                         3rd Party Maintenance       [**]
                         Customer Care: Self Care    [**]          [**]
                         Customer Care: Call
                            Center                   [**]          [**]
                         Customer Care: Account
                            Teams                    [**]          [**]
                         Case Management             [**]          [**]
 SERVICE PROVISIONING    Order Management            [**]          [**]
                         Emergency Services          [**]          [**]
                         Provisioning Gateways       [**]          [**]
                         Number / Resources Admin    [**]          [**]
                         Wireless Number
                            Portability              [**]          [**]
     FULFILLMENT         Inventory Management        [**]          [**]
                         Distribution                [**]          [**]
                         Equipment Warranty          [**]          [**]
                         Equipment Returns           [**]          [**]
                         Repairs Management          [**]



                                        5



                                   Schedule A



                                                                    SCENARIO 2
                                                                   X=INCLUDED,
                                                      HIGH-LEVEL    OTHERWISE
     PROCESS AREA             BUSINESS PROCESS       DESCRIPTION     EXCLUDED
     ------------             ----------------       -----------   ----------
                                                          
                         Warehouse Management        [**]          [**]
 BILLING, INVOICING &    Prepaid                     [**]          [**]
      SETTLEMENT         Payment Services            [**]          [**]
                         Product/Pricing/Plan
                            Definition               [**]          [**]
                         Detailed Event Collection   [**]          [**]
                         Mediation                   [**]          [**]
                         Traffic Management          [**]          [**]
                         Rating, Discounting and
                            Promotions               [**]          [**]
                         Taxes & Surcharges          [**]          [**]
                         Bill Calculation            [**]          [**]
                         Invoice Formatting          [**]          [**]
                         Invoice Printing /                        [**]
                            Distribution             [**]
                         Collections                 [**]          [**]
                         Fraud Detections            [**]          [**]
                         Payment Processing          [**]          [**]
THIRD PARTY (CONTENT)    Rating                      [**]          [**]
BILLING / INVOICING /    Promotions                  [**]          [**]
      SETTLEMENT         Taxes & Surcharges          [**]          [**]
                         Invoice Production &
                            Distribution             [**]          [**]
                         Settlement                  [**]          [**]
                         Collections                 [**]          [**]
                         Payment Processing          [**]          [**]
  WHOLESALE BILLING/     Detailed Event Collection   [**]          [**]
INVOICING/ SETTLEMENT    Mediation                   [**]          [**]
                         Rating                      [**]          [**]
                         Taxes & Surcharges          [**]          [**]
                         Bill Calculation            [**]          [**]



                                        6



                                   Schedule A



                                                                    SCENARIO 2
                                                                   X=INCLUDED,
                                                      HIGH-LEVEL    OTHERWISE
     PROCESS AREA             BUSINESS PROCESS       DESCRIPTION     EXCLUDED
     ------------             ----------------       -----------   ----------
                                                          
                         Invoice Formatting          [**]          [**]
                         Invoice Printing /
                            Distribution             [**]          [**]
                         Settlement                  [**]          [**]
  ERP ADMINISTRATION     HR                          [**]          [**]
                         Finance                     [**]          [**]
                         Logistics                   [**]          [**]
                         Accounts Receivable         [**]          [**]
                         Financial Reporting         [**]          [**]
 REVENUE ASSURANCE /     Market & Field Operations   [**]          [**]
    INFRASTRUCTURE       Network Operations          [**]          [**]
                         Billing Operations          [**]          [**]
                         External Interfaces         [**]          [**]
                         System Controls             [**]          [**]
                         Reporting                   [**]          [**]



                                        7



                                   Schedule A

APPENDIX C - RESERVED


                                        8



                                   Schedule A

APPENDIX D - RESERVED


                                        9


APPENDIX E - IN-FLIGHT PROJECTS

The "In-Flight Projects" are as listed below and as further described in the
attached detailed solution proposal document:



       DOCUMENT   PROJECT              PROPOSED
ITEM   SECTION    NAME      COMMENTS   TIMELINE
----   --------   -------   --------   --------
                           
1      [**]       [**]      [**]       [**]
2      [**]       [**]      [**]       [**]
3      [**]       [**]      [**]       [**]
4      [**]       [**]      [**]       [**]
5      [**]       [**]      [**]       [**]
6      [**]       [**]      [**]       [**]
7      [**]       [**]      [**]       [**]
8      [**]       [**]      [**]       [**]
9      [**]       [**]      [**]       [**]
10     [**]       [**]      [**]       [**]
11     [**]       [**]      [**]       [**]



Proprietary and Confidential         Page 10



APPENDIX E - IN-FLIGHT PROJECTS

          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.

Attached is the detailed solution proposed by Amdocs for each In-Flight Project:

The column "Document Section" refers to the section within the detailed solution
applicable to each In-Flight Project.


Proprietary and Confidential         Page 11



APPENDIX E - IN-FLIGHT PROJECTS

December 8th-16th 2005

Table of Contents
[**]

Introduction

The telecom industry is undergoing profound change. The competitive landscape is
becoming fiercer than ever; many new entrants assisted by technologies and new
distribution channels are challenging the traditional market players; market
incumbents are going through a wave of consolidation in order to maintain market
dominance and to leverage their joint assets to achieve return to scale,
continued growth and profitability; and Next Generation services are emerging at
a rapid pace based on advanced networks, advanced handsets and new technologies.

Each of these factors are aimed at enabling ubiquitous communications and round
the clock connectivity for customers.

The merger of the former Sprint and Nextel places the new company in a strong
position to strengthen its market dominance. The merged companies' networks,
market position and customer-base assets are recognized worldwide. At the same
time, the merger introduces new challenges both in terms of delivering on the
promised synergies as well as continuing to cater to customer needs. To excel in
this rapidly evolving environment, Sprint needs to have robust operations which
rely on state of the art systems. It must also demonstrate innovation and
flexibility in its approach towards rapidly launching numerous advanced
services.

Sprint is now embarking on a journey that includes multiple project initiatives
each aimed at fulfilling different business needs and involving numerous
solutions and extensive knowledge and expertise. Amdocs believes that it is best
equipped to act as a partner for Sprint in expanding its business and meeting
its business challenges. With our vision of integrated customer management, we
understand that the customer is at the center of the business and we are able to
provide the supporting products and services that will best cater to Sprint's
current and future needs.

Amdocs to date has had a long and fruitful relationship with both Sprint and the
former Nextel. Our industry knowledge and joint vision of the future will allow
us to continue to jointly lead the market in terms of innovation, customer
service and operational efficiencies.


Proprietary and Confidential         Page 12



APPENDIX E - IN-FLIGHT PROJECTS

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


Proprietary and Confidential         Page 13



APPENDIX F - AMDOCS RELEASE DELIVERABLES MAPPED TO [**]
[**]

Note: [**]

AMDOCS DELIVERABLES BY PHASE

The following diagram shows the Amdocs document deliverables for each phase of
the release life cycle. (For a description of each deliverable, refer to the
following table.)

     [**]

     The table below summarizes key implementation activities and the
anticipated leader of the respective area.



PHASE                             ACTIVITY                                  Sprint   Amdocs
-------------------------------   ---------------------------------------   ------   ------
                                                                            
SCOPING/ANALYSIS                  Requirements confirmation                 [**]     [**]
& REQUIREMENTS                    LOE as required                                    [**]
                                  Detailed Walk Through (DWT)               [**]     [**]
                                  High Level Estimation Preparation                  [**]
                                  Provide High Level Estimation to Sprint   [**]     [**]
DESIGN                            High Level design                                  [**]
                                  IA Preparation + Internal Reviews                  [**]
                                  IA Walk through (IAW) with Sprint         [**]     [**]
                                  Revised IA and Delivery                            [**]
DEVELOPMENT                       Detailed Design                                    [**]
                                  Programming                               [**]     [**]
                                  Subsystem Test                                     [**]
CONVERSION                        Gap Analysis                                       [**]
                                  Hardware & Infrastructure                          [**]
                                  PP Mapping                                [**]     [**]
                                  Extract                                            [**]
                                  Mock Testing
                                  Implementation                                     [**]
TESTING                           System Test                                        [**]
                                  UAT Support                               [**]     [**]
                                  PLAB                                               [**]
                                  Bill Validation                                    [**]
                                  ITV                                                [**]



Proprietary and Confidential         Page 14



APPENDIX F - AMDOCS RELEASE DELIVERABLES MAPPED TO [**]



PHASE                             ACTIVITY                                  Sprint   Amdocs
-------------------------------   ---------------------------------------   ------   ------
                                                                            
                                  Usage Validation                                   [**]
IMPLEMENTATION                    Workforce Readiness Review                [**]     [**]
                                  Business Readiness Review                 [**]     [**]
                                  User Communications                       [**]     [**]
                                  Implementation                                     [**]
                                  Deployment Kick-offs                               [**]
POST-LAUNCH                       Production Support                                 [**]
                                  Lesson Learned                            [**]     [**]


[**]


Proprietary and Confidential         Page 15



APPENDIX G - RESERVED


Proprietary and Confidential         Page 16


APPENDIX H -RELEASE AND CONVERSION MILESTONES

IN ADDITION TO ACCEPTANCE TESTING AS PROVIDED IN THE AGREEMENT, THE FOLLOWING
MILESTONE DEFINITIONS REPRESENT THE FINAL MILESTONE FOR EACH RELEASE AND EACH
CONVERSION, AS WELL AS THE FINAL CONVERSION MILESTONE. EACH IMPLEMENTATION
SERVICES ORDER SHALL DEFINE THE MILESTONES APPLICABLE TO THE RELEASE UNDER SUCH
IMPLEMENTATION SERVICES ORDER, WHICH SHALL AT A MINIMUM INCLUDE THESE MILESTONES
(UNLESS OTHERWISE AGREED TO BY SPRINT).

A RELEASE MILESTONE is deemed to be complete upon [**] in accordance with
Section 4.5 (Acceptance Testing) of the Agreement.

A CONVERSION MILESTONE is deemed to be complete when each of the following have
been received and approved by Sprint:

1.[**]
2.[**]
3.[**]

The FINAL CONVERSION MILESTONE is as defined in the Agreement.


Proprietary and Confidential         Page 17


APPENDIX I - INTERIM ROLES & RESPONSIBILITIES MATRIX.

This appendix defines Amdocs and Sprint roles and responsibilities relating to
Implementation of the Customized Product and Conversion of the legacy Sprint
customers to the Unified Billing Platform Matrix (collectively, the "Interim
Roles and Responsibilities Matrix") that apply in addition to the roles and
responsibilities set forth in Schedule B (Roles and Responsibilities). Amdocs
will provide all of these services in support of Implementation and Conversion
for the fees listed within Schedule D.

The Interim Roles and Responsibilities Matrix will apply to the time period
until first roll-out, and for all activities associated with the continued
roll-out of additional markets, but does not apply to the on-going maintenance
of each market, once converted. The level of each Party's responsibility with
respect to each of the obligation's set forth in the Roles and Responsibilities
Matrices is specified by the insertion of the letter "O", "P" or "V" adjacent to
such obligation and beneath such Party's name. The letter "O" indicates that a
Party "owns" overall and ultimate accountability for completion of a task. The
letter "P" indicates that a Party has a "Participation" role with respect to a
task, and that a Party designated "O" may require such Party to provide certain
resources or perform tasks that may be necessary for the overall task to be
completed, in an amount that is commercially reasonable, under the
circumstances. Both parties will communicate in an on-going fashion when the "P"
is a necessity. The letter "V" indicates that a Party has "visibility" with
respect to a task, and that such Party has the right, but not the obligation, to
contribute, provide resources or review the process for completion of a task.
The absence of any letter indicates that a Party shall have no right to have an
input or any obligation with respect to a task.


Proprietary and Confidential         Page 18


APPENDIX I - INTERIM ROLES & RESPONSIBILITIES MATRIX.



  I-1                    COST TO ACHIEVE (CTA) ROLES & RESPONSIBILITIES            SPRINT   AMDOCS             NOTES
  ---           ----------------------------------------------------------------   ------   ------   ------------------------
                                                                                         
                                                                                                      [**]
I-1.1.1         -    Identify [**]                                                  [**]     [**]
I-1.1.2         -    [**]                                                           [**]     [**]
I-1.1.3         -    [**]                                                           [**]     [**]



Proprietary and Confidential         Page 19


APPENDIX I - INTERIM ROLES & RESPONSIBILITIES MATRIX.



     I-2                                  TRAINING [**]                            SPRINT   AMDOCS             NOTES
     ---        ----------------------------------------------------------------   ------   ------   ------------------------
                                                                                         
I-1.2.1         -    DEVELOP [**] MATERIALS
I-1.2.2         -    PLANNING AND ANALYSIS
I-1.2.2.1            -    Provide [**]
                                                                                    [**]     [**]
I-1.2.2.2       -    Provide [**]                                                   [**]     [**]
I-1.2.2.3            -    Map [**]                                                  [**]     [**]
I-1.2.2.4            -    Provide [**]                                              [**]     [**]
I-1.2.2.5            -    Create [**]                                               [**]     [**]
I-1.2.2.6            -    Define [**]                                               [**]     [**]
I-1.2.2.7            -    Define [**]                                               [**]     [**]
I-1.2.2.8            -    Develop [**]                                              [**]     [**]
I-1.2.3         -    TRAIN THE TRAINER DEVELOPMENT
I-1.2.3.1            -    CREATE DEVELOPMENT PROJECT PLAN
I-1.2.3.1.1               -    Assign [**]                                          [**]     [**]
I-1.2.3.1.2               -    Define [**]                                          [**]     [**]
I-1.2.3.1.2.1                  -    [**]                                            [**]     [**]



Proprietary and Confidential         Page 20


APPENDIX I - INTERIM ROLES & RESPONSIBILITIES MATRIX.



     I-2                                  TRAINING [**]                            SPRINT   AMDOCS             NOTES
     ---        ----------------------------------------------------------------   ------   ------   ------------------------
                                                                                         
I-1.2.3.1.2.2                  -    [**]                                            [**]     [**]
I-1.2.3.1.2.3                  -    [**]                                            [**]     [**]
I-1.2.3.1.3               -    [**]                                                 [**]     [**]
I-1.2.3.1.4               -    [**]                                                 [**]     [**]
I-1.2.3.1.5               -    [**]                                                 [**]     [**]
I-1.2.3.1.6               -    [**]                                                 [**]     [**]
I-1.2.4         -    TRAINING ENVIRONMENT
I-1.2.4.1            -    Define [**]                                               [**]     [**]
I-1.2.4.2            -    Maintain [**]                                             [**]     [**]
I-1.2.4.3            -    Create and maintain [**]                                  [**]     [**]
I-1.2.4.4            -    Train [**]                                                [**]     [**]
I-1.2.5         -    PLANNING
I-1.2.5.1            -    Schedule [**]                                             [**]     [**]
I-1.2.5.2            -    Schedule [**]                                             [**]     [**]
I-1.2.5.3            -    Prepare [**]                                              [**]     [**]



Proprietary and Confidential         Page 21


APPENDIX I - INTERIM ROLES & RESPONSIBILITIES MATRIX.



     I-2                                  TRAINING [**]                            SPRINT   AMDOCS             NOTES
     ---        ----------------------------------------------------------------   ------   ------   ------------------------
                                                                                         
I-1.2.5.4            -    Assign [**]                                               [**]     [**]
I-1.2.5.5            -    Monitoring [**]                                           [**]     [**]
I-1.2.6         -    TRAINING DELIVERY
I-1.2.6.1            -    Deliver [**]                                              [**]     [**]
I-1.2.6.2            -    [**]                                                      [**]     [**]
I-1.2.6.3            -    [**]                                                      [**]     [**]
I-1.2.7         -    UPDATE UBP MATERIALS FOR RELEASES [**]
I-1.2.7.1            -    PLANNING AND ANALYSIS
I-1.2.7.1.1               -    Assess [**]                                          [**]     [**]
I-1.2.7.1.2               -    Update [**]                                          [**]     [**]
I-1.2.7.2            -    DEVELOPMENT
I-1.2.7.2.1               -    [**]                                                 [**]     [**]
I-1.2.7.2.2               -    [**]                                                 [**]     [**]
I-1.2.7.2.3               -    [**]                                                 [**]     [**]
I-1.2.7.2.4               -    [**]                                                 [**]     [**]
I-1.2.7.2.5               -    Develop [**]                                         [**]     [**]



Proprietary and Confidential         Page 22


APPENDIX I - INTERIM ROLES & RESPONSIBILITIES MATRIX.



I-2                                       TRAINING [**]                            SPRINT   AMDOCS             NOTES
-------------   ----------------------------------------------------------------   ------   ------   ------------------------
                                                                                         
I-1.2.7.3            -    TRAINING ENVIRONMENT
I-1.2.7.3.1               -    Update [**]                                          [**]     [**]
I-1.2.7.3.2               -    Upgrade [**]                                         [**]     [**]
I-1.2.7.4            -    RELEASES TRAIN THE TRAINER DELIVERY
I-1.2.7.4.1               -    Deliver [**]                                         [**]     [**]
I-1.2.7.4.2               -    Provide [**]                                         [**]     [**]
I-1.2.7.4.3               -    [**]                                                 [**]     [**]



Proprietary and Confidential         Page 23


APPENDIX I - INTERIM ROLES & RESPONSIBILITIES MATRIX.




I-1.3                       [**] CONVERSION ROLES & RESPONSIBILITIES               SPRINT   AMDOCS   NOTES
-------------   ----------------------------------------------------------------   ------   ------   -----
                                                                                         
                                                                                                     [**]
I-1.3           -    DATA CLEANSING
I-1.3.1              -    Analyze [**]                                              [**]     [**]
I-1.3.2              -    Design and Develop [**]                                   [**]     [**]
I-1.3.3              -    [**]                                                      [**]     [**]
I-1.3.4              -    [**]                                                      [**]
I-1.3.5              -    Verify [**]                                               [**]     [**]
I-1.3.2         -    CONVERSION PREPARATION AND DESIGN
I-1.3.2.1            -    Develop [**]                                              [**]     [**]
I-1.3.2.2            -    Develop [**]                                              [**]     [**]    [**]
I-1.3.2.3            -    Identify main tasks [**]                                  [**]     [**]
I-1.3.2.4            -    Plan the approach for [**]                                [**]     [**]
I-1.3.2.5            -    [**]                                                      [**]     [**]
I-1.3.2.6            -    [**]                                                      [**]     [**]
I-1.3.2.7            -    [**]                                                      [**]     [**]
I-1.3.2.8            -    [**]                                                      [**]     [**]
I-1.3.2.9            -    Design [**]                                               [**]     [**]



Proprietary and Confidential         Page 24


APPENDIX I - INTERIM ROLES & RESPONSIBILITIES MATRIX.

                                                                                         
I-1.3.2.10           -    [**]                                                      [**]     [**]
I-1.3.2.11           -    [**]                                                      [**]     [**]
I-1.3.3         -    CONVERSION DEVELOPMENT
I-1.3.3.1            -    [**]                                                      [**]     [**]    [**]
I-1.3.3.2            -    Develop [**]                                              [**]     [**]
I-1.3.3.3            -    Design/develop [**]                                       [**]     [**]    [**]
I-1.3.3.4            -    Unit Testing [**]                                         [**]     [**]
I-1.3.3.5            -    [**]                                                      [**]     [**]
I-1.3.4         -    CONVERSION TESTING AND EXECUTION
I-1.3.4.1            -    RUN MOCK CONVERSION TEST
I-1.3.4.1.1                    -    [**]                                            [**]     [**]
I-1.3.4.1.2                    -    [**]                                            [**]     [**]
I-1.3.4.1.3               -    [**]                                                 [**]     [**]
I-1.3.4.1.4               -    [**]                                                 [**]     [**]
I-1.3.4.1.5               -    [**]                                                 [**]     [**]
I-1.3.4.1.6               -    [**]                                                 [**]     [**]
I-1.3.4.2            -    EXECUTE PRODUCTION CONVERSIONS




Proprietary and Confidential         Page 25


APPENDIX I - INTERIM ROLES & RESPONSIBILITIES MATRIX.

                                                                                         
I-1.3.4.2.1               -    [**]                                                 [**]     [**]
I-1.3.4.2.2               -    [**]                                                 [**]     [**]
I-1.3.4.2.3               -    [**]                                                 [**]     [**]
I-1.3.4.2.4               -    [**]                                                 [**]     [**]
I-1.3.4.2.5               -    [**]                                                 [**]     [**]
I-1.3.4.2.6               -    [**]                                                 [**]     [**]
I-1.3.5         -    POST CONVERSION
I-1.3.5.1            -    [**]                                                      [**]     [**]
I-1.3.5.2            -    [**]                                                      [**]     [**]
I-1.3.5.3            -    [**]                                                      [**]     [**]




Proprietary and Confidential         Page 26


                                   SCHEDULE B

                       Roles and Responsibilities Matrices

     Attached are the On-going Roles and Responsibilities Matrix (collectively,
the "Ongoing Roles and Responsibilities Matrices"). Capitalized terms not
defined in Ongoing Roles and Responsibilities Matrices shall have the meanings
set forth in the Agreement. The Interim Roles and Responsibilities Matrix is in
addition to the Ongoing Roles and Responsibilities Matrices set forth in this
Schedule B (Roles & Responsibilities) and will apply to the time period until
first roll-out, and for all activities associated with the continued roll-out of
additional markets, but does not apply to the on-going maintenance of each
market, once converted. The Ongoing Roles and Responsibilities Matrix will apply
to activities associated with both the time period and activities associated
with first roll-out all activities and the continued roll-out of additional
markets as well as the on-going maintenance of each market, once converted. The
level of each Party's responsibility with respect to each of the obligations set
forth in the Ongoing Roles and Responsibilities Matrices is specified by the
insertion of the letter "O", "P" or "V" adjacent to such obligation and beneath
such Party's name. The letter "O" indicates that a Party "owns" overall and
ultimate accountability for completion of a task. The letter "P" indicates that
a Party has a "Participation" role with respect to a task, and that a Party
designated "O" may require such Party to provide certain resources or perform
tasks that may be necessary for the overall task to be completed, in an amount
that is commercially reasonable, under the circumstances. Both parties will
communicate in an on-going fashion when the "P" is a necessity. The letter "V"
indicates that a Party has "visibility" with respect to a task, and that such
Party has the right, but not the obligation, to contribute, provide resources or
review the process for completion of a task. The absence of any letter indicates
that a Party shall have no right to have an input or any obligation with respect
to a task.



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1            RELEASE SUPPORT
1.1.1               -    PLANNING
1.1.1.1                  -    Define [**]                                           [**]     [**]     [**]
1.1.1.2                  -    Define [**]                                           [**]     [**]     [**]
1.1.1.3                  -    Determine [**]                                        [**]     [**]     [**]
1.1.1.4                  -    Define [**]                                           [**]     [**]
1.1.1.5                  -    Define [**]                                           [**]     [**]     [**]
1.1.1.6                  -    Define [**]                                           [**]     [**]
1.1.1.7                  -    Define [**]                                           [**]     [**]
1.1.1.8                  -    Develop [**]                                          [**]     [**]
1.1.1.9                  -    Develop [**]                                          [**]     [**]
1.1.1.10                 -    Develop [**]                                          [**]     [**]     [**]
1.1.2               -    CORE AMDOCS RELEASES
1.1.2.1                  -    Ensure [**]                                           [**]     [**]
1.1.2.2                       -    Core release assessment and deployment [**]      [**]     [**]
1.1.2.3                  -    Ensure [**]                                           [**]     [**]
1.1.3               -    CORE AMDOCS RELEASE ENHANCEMENT SPECIFICATION                                [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        1



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1.3.1                  -    Define [**]                                           [**]     [**]
1.1.3.2                  -    Justify [**]                                          [**]     [**]
1.1.3.3                  -    Develop [**]                                                   [**]
1.1.3.4                  -    Review/[**]                                                    [**]
1.1.4               -    CORE AMDOCS RELEASE APPLICATION DEVELOPMENT AND TESTING
1.1.4.1                  -    DEVELOP [**]
1.1.4.1.1                     -    Maintain [**]                                             [**]
1.1.4.1.2                     -    Refresh [**] Provide [**]                                 [**]
1.1.4.1.3                     -    Apply [**]                                       [**]     [**]
1.1.4.1.4                     -    Develop/modify [**]                                       [**]
1.1.4.1.5                     -    Develop/modify [**]                                       [**]     [**]
1.1.4.1.7                     -    Update [**]                                      [**]     [**]
1.1.4.1.8                     -    Update [**]                                               [**]
1.1.4.2                  -    PERFORM UNIT TESTING
1.1.4.2.1                     -    Maintain [**]                                             [**]
1.1.4.2.2                     -    Develop/[**]                                              [**]
1.1.4.2.3                     -    Develop/[**]                                              [**]
1.1.4.2.4                     -    Perform [**]                                              [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        2



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1.4.2.5                     -    Perform [**]                                              [**]
1.1.4.2.7                     -    Review [**]                                               [**]
1.1.4.3                  -    PERFORM [**]
1.1.4.3.1                     -    Maintain [**]                                             [**]
1.1.4.3.2                     -    Develop/[**]                                              [**]
1.1.4.3.3                     -    Develop/maintain [**]                                     [**]
1.1.4.3.4                     -    Perform [**]                                              [**]
1.1.4.3.5                     -    Review [**]                                               [**]     [**]
1.1.5               -    SPRINT RELEASE ENHANCEMENT SPECIFICATION
1.1.5.1                  -    Define [**]                                           [**]     [**]
1.1.5.2                  -    Justify [**]                                          [**]     [**]
1.1.5.3                  -    Specify [**]                                          [**]     [**]
1.1.5.4                  -    Review/Signoff [**]                                   [**]     [**]
1.1.5.5                  -    Develop [**]                                          [**]     [**]
1.1.5.6                  -    Review/signoff [**]                                   [**]     [**]
1.1.6               -    SPRINT RELEASE APPLICATION DEVELOPMENT AND TESTING
1.1.6.1                  -    DEVELOP [**]
1.1.6.1.1                     -    Maintain [**]                                    [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        3



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1.6.1.2                     -    Develop/modify [**]                              [**]     [**]
1.1.6.1.3                     -    Develop/modify [**]
                                   -    Amdocs will manage [**]
                                   -    Sprint will manage [**]                     [**]     [**]
1.1.6.1.4                     -    Develop/modify [**]                              [**]     [**]
1.1.6.1.5                     -    Provide [**]                                     [**]     [**]
1.1.6.1.6                     -    Update [**]                                      [**]     [**]
1.1.6.1.7                     -    Update [**]                                      [**]     [**]
1.1.6.1.8                     -    Update [**]                                      [**]     [**]
1.1.6.2                  -    PERFORM UNIT TESTING
1.1.6.2.1                     -    Maintain [**]                                             [**]
1.1.6.2.2                     -    Develop/maintain [**]                                     [**]
1.1.6.2.3                     -    Develop/maintain [**]                                     [**]
1.1.6.2.4                     -    Perform [**]                                              [**]
1.1.6.2.5                     -    Perform [**]                                              [**]     [**]
1.1.6.2.6                     -    Perform [**]                                     [**]     [**]
1.1.6.2.7                     -    Review [**]                                      [**]     [**]
1.1.6.3                  -    PERFORM SYSTEM TESTING                                                  [**]
1.1.6.3.1                     -    Maintain [**]                                    [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        4



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1.6.3.2                     -    Develop/maintain [**]                            [**]     [**]
1.1.6.3.3                     -    Develop/maintain [**]                            [**]     [**]
1.1.6.3.4                     -    Deliver Builds [**]                              [**]     [**]
1.1.6.3.5                     -    Document [**]                                    [**]     [**]
1.1.6.3.6                     -    Develop [**]                                     [**]     [**]
1.1.6.3.7                     -    Develop [**]                                     [**]     [**]
1.1.6.3.8                     -    Perform [**]                                     [**]     [**]
1.1.6.3.9                     -    Gain agreement [**]                              [**]     [**]
1.1.6.3.10                    -    Develop comprehensive [**]                       [**]     [**]
1.1.6.3.11                    -    Perform [**]                                                       [**]
                              -    Amdocs will manage [**]                          [**]     [**]
                              -    Moved Sprint [**]
1.1.6.3.12                    -    Sprint will manage [**]                          [**]     [**]
1.1.6.3.13                    -    Provide test file [**]                           [**]     [**]     [**]
                              -    Deliver Sprint Acceptance Test [**]              [**]     [**]
1.1.6.3.14                    -    Provide Amdocs [**]                              [**]     [**]
1.1.6.3.15                    -    Provide test [**]                                [**]     [**]     [**]
1.1.6.3.16                    -    Provide Sprint [**]                              [**]     [**]
1.1.6.3.17                    -    Provide test environments [**]                   [**]     [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        5



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1.6.3.18                    -    Provide test environments [**]                   [**]     [**]     [**]
1.1.6.3.19                    -    Provide access [**]                              [**]     [**]     [**]
1.1.6.3.20                    -    Perform Sprint [**]                              [**]     [**]     [**]
1.1.6.3.21                    -    Review and validate [**]                         [**]     [**]
1.1.6.3.22                    -    Conduct System Test [**]                         [**]     [**]
1.1.6.4                  -    PERFORM [**]
1.1.6.4.1                     -    Deliver [**]                                     [**]     [**]     [**]
1.1.6.4.2                     -    Align [**]                                       [**]     [**]
1.1.6.4.3                     -    Create [**]                                      [**]     [**]
1.1.6.4.4                     -    Deliver [**]                                     [**]     [**]
1.1.6.4.5                     -    Support [**]                                     [**]     [**]
1.1.6.4.6                     -    Perform [**]                                     [**]     [**]
1.1.6.4.7                     -    Meet [**]                                        [**]     [**]
1.1.6.4.8                     -    Conduct [**] and determine acceptance of
                                   test results                                     [**]     [**]
1.1.6.5                  -    ACCEPTANCE TEST (AT)                                                    [**]
1.1.6.5.1                     -    Deliver [**]                                     [**]     [**]
1.1.6.5.2                     -    Jointly define [**]
                              -    Jointly define [**] Build delivered to AT.       [**]     [**]
1.1.6.5.3                          a)   Transfer [**]                               [**]     [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        6



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1.6.5.4                     -    Align [**]                                       [**]     [**]
1.1.6.5.5                     -    Maintain [**]                                    [**]     [**]     [**]
1.1.6.5.6                     -    Develop and maintain [**]                        [**]     [**]
1.1.6.5.7                     -    Provide [**]                                     [**]     [**]
1.1.6.5.8                     -    Each individual [**]                             [**]     [**]
1.1.6.5.9                     -    [**]                                             [**]     [**]
1.1.6.5.10                    -    [**]                                             [**]     [**]
1.1.6.5.11                    -    Resolve [**]                                     [**]     [**]
1.1.6.5.12                              -    Provide support [**]                   [**]     [**]
1.1.6.5.13                    -    Upgrade and shakeout [**]                        [**]     [**]     [**]
                              -    [**]
1.1.6.5.14                    -    Deliver [**]                                     [**]     [**]
1.1.6.5.15                    -    Maintain [**]                                    [**]     [**]     [**]
1.1.6.5.16                         -    Maintain [**]                               [**]     [**]
1.1.6.5.17                    -    [**]                                             [**]     [**]     [**]
1.1.6.5.18                    -    [**]                                             [**]     [**]
1.1.6.5.19                              -    Provide [**]                           [**]     [**]
1.1.6.5.20                    -    The [**]                                         [**]     [**]
                              -    [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        7



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1.6.5.21                    -    Align schedule [**]                              [**]     [**]
1.1.6.5.22                              -    Provide [**]                           [**]     [**]
1.1.6.5.23                              -    Provide [**]                           [**]     [**]
1.1.6.5.24                              -    Provide [**]                           [**]     [**]
1.1.6.5.25                              -    Provide [**]                           [**]     [**]
1.1.6.5.26                              -    Provide [**] 0 Converted               [**]     [**]
1.1.6.5.27                              -    Provide [**]                           [**]     [**]
1.1.6.5.28                    -    Provide [**]                                     [**]     [**]     [**]
1.1.6.5.29                    -    Provide [**].                                    [**]     [**]     [**]
1.1.6.5.30                    -    Perform [**]                                     [**]     [**]
1.1.6.5.31                    -    Provide [**]                                     [**]     [**]
1.1.6.5.32                    -    [**] support [**]                                [**]     [**]
1.1.6.5.33                    -    Support [**]                                     [**]     [**]
1.1.6.5.34                    -    Support [**]                                     [**]     [**]
1.1.6.5.35                    -    Provide [**]                                                       [**]
                              -    Provide [**]                                     [**]     [**]
                              -    [**]
1.1.6.5.36                    -    [**] support [**]                                [**]     [**]
1.1.6.5.37                    -    Participate in [**]                              [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        8


ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1.6.5.38                    -    For each major release, [**]                     [**]     [**]
1.1.6.5.39                    -    Develop/maintain [**]                            [**]     [**]
1.1.6.5.40                    -    Develop/maintain [**]                            [**]     [**]
1.1.6.5.41                    -    Identify [**]                                    [**]     [**]
1.1.6.5.42                    -    Schedule and coordinate [**]                     [**]     [**]
1.1.6.5.43                    -    Develop [**]                                     [**]     [**]
1.1.6.5.44                    -    Provide [**]                                                       [**]
                              -    Amdocs will deliver [**]                         [**]     [**]
1.1.6.5.45                    -    Execute [**]                                     [**]     [**]
1.1.6.5.46                    -    PERFORM [**]
1.1.6.5.46.1                       -    Track and classify [**]                     [**]     [**]
1.1.6.5.46.2                       -    Track and classify [**]                     [**]     [**]
1.1.6.5.46.3                       -    Track and classify [**]                     [**]     [**]
1.1.6.5.46.4                       -    Track and classify [**]                     [**]     [**]
1.1.6.5.47                    -    PROVIDE [**]                                     [**]     [**]
1.1.6.5.47.1                       -    Provide [**]                                [**]     [**]
1.1.6.5.47.2                       -    Review [**]                                 [**]     [**]
1.1.6.6                  -    CONDUCT [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        9



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.1.6.6.1                     -    Create [**]                                      [**]     [**]     [**]
1.1.6.6.2                     -    Install [**]                                     [**]     [**]     [**]
1.1.6.6.3                     -    Install [**]                                     [**]     [**]     [**]
1.1.6.7                  -    AMDOCS OWNED HARDWARE SOFTWARE AND NETWORK
1.1.6.7.1                     -    Execute [**]                                     [**]     [**]     [**]
1.1.6.7.2                     -    Evaluate [**]                                    [**]     [**]
1.1.6.7.3                     -    Approve selection                                [**]     [**]     [**]
1.1.6.7.4                     -    Facilitate [**]                                  [**]     [**]
1.1.7               -    CHANGE MANAGEMENT
1.1.7.1                  -    Create change [**]                                    [**]     [**]     [**]
1.1.7.2                  -    Develop [**]                                          [**]     [**]     [**]
1.1.7.3                  -    Develop [**]                                          [**]     [**]     [**]
1.1.7.4                  -    Maintain [**]                                         [**]     [**]
1.1.7.5                  -    Provide [**]                                          [**]     [**]     [**]
1.1.7.6                  -    Provide [**]                                          [**]     [**]
1.2            VENDOR DEPLOYMENT SUPPORT
1.2.1               -    PLANNING AND PROCUREMENT
1.2.1.1                  -    Determine [**]                                        [**]     [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       10



ON-GOING ROLES AND RESPONSIBILITIES



1              RELEASES                                                            SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
1.2.1.2                  -    Provide and maintain [**]                             [**]     [**]
1.2.1.3                  -    Procure [**]                                          [**]     [**]
1.2.2               -    PRE-DELIVERY PREPARATION
1.2.2.1                  -    Upgrade or modify [**]                                [**]     [**]
1.2.2.2                  -    Ensure [**]                                           [**]     [**]
1.2.3               -    DELIVERY AND INSTALLATION
1.2.3.1                  -    Deliver [**]                                          [**]     [**]     [**]
1.2.3.2                  -    Connect [**]                                          [**]     [**]
1.2.3.3                  -    Assemble [**]                                                  [**]
1.2.3.4                  -    Install [**]                                          [**]     [**]     [**]
1.2.3.5                  -    Perform [**]                                                   [**]
1.2.3.6                  -    Test [**]                                             [**]     [**]
1.2.3.7                  -    De-install [**]                                                [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       11



ON-GOING ROLES AND RESPONSIBILITIES



2              SYSTEM PERFORMANCE                                                  SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
2.1            PERFORMANCE TESTING
2.1.1               -    ENVIRONMENT
2.1.1.1                  -    Provide [**]                                                   [**]
2.1.1.2                  -    Define [**]                                           [**]     [**]     [**]
2.1.1.3                  -    Determine [**]                                        [**]     [**]     [**]
2.1.2               -    TESTING
2.1.2.1                  -    For each release [**]                                 [**]     [**]
2.1.2.2                  -    Provide support [**]                                  [**]     [**]
2.1.2.3                  -    Provide [**]                                          [**]     [**]
2.1.2.4                  -    For each release, [**]                                [**]     [**]     [**]
2.1.2.5                  -    Provide capability [**]                               [**]     [**]
2.1.2.6                  -    Provide [**]                                          [**]     [**]
2.1.2.7                  -    Provide [**]                                          [**]     [**]
2.1.2.8                  -    Provide [**].                                         [**]     [**]     [**]
2.1.2.9                  -    Provide [**]                                          [**]     [**]
2.1.2.10                 -    Define [**]                                           [**]     [**]
2.1.2.11                 -    Provide [**]                                          [**]     [**]     [**]
2.1.2.12                 -    Provide [**]                                          [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       12



ON-GOING ROLES AND RESPONSIBILITIES



2              SYSTEM PERFORMANCE                                                  SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
2.1.2.13                 -    Provide [**]                                          [**]     [**]
2.1.2.14                 -    Notification [**]                                     [**]     [**]
2.1.2.15                 -    Provide [**]                                          [**]     [**]
2.1.2.16                 -    CPU utilization [**]                                  [**]     [**]
2.1.2.17                 -    Provide [**]                                          [**]     [**]
2.1.2.18                 -    Define [**])                                          [**]     [**]     [**]
2.1.2.19                 -    Execute [**]                                          [**]     [**]
2.1.2.20                 -    Review [**]                                           [**]     [**]     [**]
2.1.3               -    PERFORMANCE REPORTING
2.1.3.1                  -    Produce [**]                                          [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       13



ON-GOING ROLES AND RESPONSIBILITIES



3              ISSUE MANAGEMENT AND SOFTWARE MAINTENANCE                           SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
3.1            FIRST LEVEL - CUSTOMER CARE AND BILLING HELP DESK
3.1.1               -    PLANNING AND DEPLOYMENT OF FIRST LEVEL HELP DESK
                         SUPPORT
3.1.1.1                  -    Define [**]                                           [**]     [**]     [**]
3.1.1.2                  -    Supply [**]                                           [**]
3.1.1.3                  -    Provide [**]                                          [**]
3.1.1.4                  -    Implement/maintain [**]                               [**]     [**]     [**]
3.1.1.5                  -    Establish [**]                                        [**]     [**]
3.1.1.6                  -    Develop [**]                                          [**]     [**]
3.1.1.7                  -    Partner to ensure seamless [**]                       [**]     [**]     [**]
3.1.2               -    FIRST LEVEL HELP DESK SUPPORT OPERATIONS
3.1.2.1                  -    Route [**]                                            [**]
3.1.2.2                       -    Provide [**]                                     [**]     [**]
3.1.2.3                  -    Provide operational [**]                              [**]     [**]
3.1.2.4                  -    Maintain [**]                                         [**]
3.1.2.5                  -    PERFORM [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       14



ON-GOING ROLES AND RESPONSIBILITIES



3              ISSUE MANAGEMENT AND SOFTWARE MAINTENANCE                           SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
3.1.2.5.1                     -    Track and classify [**]                          [**]     [**]
3.1.2.5.2                     -    Track and classify [**]                          [**]
3.1.2.6                  -    Establish [**]                                        [**]     [**]
3.1.2.7                  -    Maintain [**]                                         [**]     [**]
3.1.2.8                  -    Export "lessons learned [**]                          [**]
3.1.2.9                  -    Escalate [**]                                         [**]     [**]
3.1.2.10                 -    Provide corrective action [**]                        [**]     [**]
3.1.2.11                 -    Provide [**]                                          [**]     [**]
3.1.2.12                 -    Report [**]                                           [**]
3.1.2.13                 -    Provide [**]                                          [**]     [**]
3.1.2.14                 -    Provide [**]                                          [**]     [**]
3.1.2.15                 -    Provide [**]                                          [**]     [**]
3.1.2.16                 -    Monitor [**]                                          [**]
3.2            SECOND LEVEL - CUSTOMER CARE AND BILLING HELP DESK                                     [**]
3.2.1               -    PLANNING AND DEPLOYMENT OF SECOND LEVEL HELP DESK
                         SUPPORT
3.2.1.1                  -    Define [**]                                           [**]     [**]
3.2.1.2                  -    Supply [**]                                           [**]     [**]     [**]
3.2.1.3                  -    Provide [**]                                          [**]     [**]
3.2.1.4                  -    Implement/maintain [**]                               [**]     [**]
3.2.1.5                  -    Establish [**]                                        [**]     [**]
3.2.1.6                  -    Develop [**]                                          [**]     [**]
3.2.2               -    SECOND LEVEL HELP DESK SUPPORT OPERATIONS


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       15



ON-GOING ROLES AND RESPONSIBILITIES



3              ISSUE MANAGEMENT AND SOFTWARE MAINTENANCE                           SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
3.2.2.1                  -    Route issues [**]                                     [**]     [**]
3.2.2.2                       -    Provide [**]                                     [**]     [**]
3.2.2.3                  -    Maintain [**]                                         [**]     [**]
3.2.2.4                  -    PERFORM PRODUCTION DEFECT TRACKING AND
                              PRIORITIZATION
3.2.2.4.1                     -    Track and classify [**]                          [**]     [**]
3.2.2.4.2                     -    Track and classify [**]                          [**]     [**]
3.2.2.4.3                     -    Track and classify [**]                          [**]     [**]
3.2.2.4.4                     -    Track and classify [**]                          [**]     [**]
3.2.2.4.5                     -    Track and classify [**]                          [**]     [**]
3.2.2.5                  -    Establish [**]                                        [**]     [**]
3.2.2.6                  -    Maintain [**]                                         [**]     [**]
3.2.2.7                  -    Maintain a [**]                                       [**]     [**]
3.2.2.8                  -    Escalate [**]                                         [**]     [**]
3.2.2.9                  -    Perform [**]                                          [**]     [**]
3.2.2.10                 -    Provide [**]                                          [**]     [**]
3.2.2.11                 -    Report [**]                                           [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       16


ON-GOING ROLES AND RESPONSIBILITIES



3              ISSUE MANAGEMENT AND SOFTWARE MAINTENANCE                           SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
3.2.2.12                 -    Provide [**]                                          [**]     [**]
3.2.2.13                 -    Provide [**]                                          [**]     [**]
3.2.2.14                 -    Provide [**]                                          [**]     [**]
3.2.2.15                 -    Monitor [**]                                          [**]     [**]
3.3            ISSUE RESOLUTION
3.3.1               -    PLANNING AND DEPLOYMENT OF ISSUE RESOLUTION SUPPORT
3.3.1.1                  -    Define [**]                                           [**]     [**]
3.3.1.2                  -    Determine [**]                                        [**]     [**]
3.3.1.3                  -    Provide [**]                                          [**]     [**]
3.3.2               -    DEFECT CORRECTION
3.3.2.1                  -    Investigate [**]                                      [**]     [**]
3.3.2.2                  -    Investigate [**]                                      [**]     [**]
3.3.2.3                       -    Perform [**]                                     [**]     [**]
3.3.2.4                  -    Perform [**]
3.3.2.5                  -    Provide [**]                                          [**]     [**]
3.3.2.6                  -    Migrate [**]                                          [**]     [**]
3.3.2.7                  -    Coordinate [**]                                       [**]     [**]
3.3.2.8                  -    Provide [**]                                          [**]     [**]     [**]
3.3.4               -    ISSUE DOCUMENTATION
3.3.4.1                  -    Maintain [**]                                         [**]     [**]
3.3.4.2                  -    Maintain [**]                                         [**]     [**]
3.3.4.3                  -    Report [**]                                           [**]     [**]
3.3.4.4                  -    Provide [**]                                          [**]     [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       17



ON-GOING ROLES AND RESPONSIBILITIES



3              ISSUE MANAGEMENT AND SOFTWARE MAINTENANCE                           SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
3.3.4.5                  -    Provide [**]                                          [**]     [**]
3.3.4.6                  -    Provide [**]                                          [**]     [**]
3.3.5               -    [**]                                                                         [**]
3.3.5.1                  -    Monitor [**]                                                   [**]
3.3.5.2                  -    Investigate [**]                                               [**]
3.3.5.3                  -    Resolve [**]                                                   [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       18



ON-GOING ROLES AND RESPONSIBILITIES



4              TRAINING                                                             [**]     [**]     [**]
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
4.1            UPDATE MATERIALS [**]
4.1.1          PLANNING AND ANALYSIS
4.1.1.1        Assess [**]                                                          [**]     [**]
4.1.1.2        Update [**]                                                          [**]     [**]
4.1.2          DEVELOPMENT
4.1.2.1        Develop [**]                                                         [**]     [**]
4.1.2.1.2      Workbooks update                                                     [**]     [**]
4.1.2.1.3      Online Help update                                                   [**]     [**]
4.1.2.1.4      Glossary                                                             [**]     [**]
4.2            RELEASES TRAIN THE TRAINER DELIVERY
4.2.1          Deliver [**]                                                         [**]     [**]
4.2.2          Provide [**]                                                         [**]     [**]
4.2.3          Conduct [**]                                                         [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       19



ON-GOING ROLES AND RESPONSIBILITIES



5              BUSINESS TABLE MAINTENANCE                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
5.1            GENERAL ROLES AND RESPONSIBILITIES
5.1.1               -    Perform [**]                                               [**]     [**]
5.1.2               -    Gather [**]                                                [**]
5.1.3               -    Review, [**]                                               [**]     [**]     [**]
5.1.4               -    Accept or reject [**]                                      [**]     [**]
5.1.5               -    Validate and [**]                                          [**]     [**]
5.1.6               -    Determine [**]                                             [**]     [**]     [**]
5.1.7               -    Migrate [**]                                               [**]     [**]
5.1.8               -    Maintain [**]                                              [**]     [**]
5.2            NEW RELEASES/BUILDS
5.2.1               -    NEW RELEASE/[**]
5.2.1.1                  -    Provide [**]                                          [**]     [**]
5.2.2               -    NEW RELEASE/[**]
5.2.2.1                  -    Gather [**]                                           [**]
5.2.3               -    NEW RELEASE/[**]
5.2.3.1                  -    Perform [**]                                          [**]     [**]
5.2.3.2                  -    Provide [**]                                          [**]     [**]
5.2.4               -    NEW RELEASE/[**]
5.2.4.1                  -    Perform [**]                                          [**]     [**]
5.2.4.2                  -    Determine [**]                                        [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       20



ON-GOING ROLES AND RESPONSIBILITIES



5              BUSINESS TABLE MAINTENANCE                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
5.2.4.3                  -    Perform [**]                                          [**]     [**]
5.2.4.4                  -    Gather [**]                                           [**]     [**]
5.2.5               -    NEW RELEASE/[**]
5.2.5.1                  -    Perform [**]                                          [**]     [**]
5.2.5.2                  -    Perform [**]                                          [**]     [**]
5.2.5.3                  -    Provide [**]                                          [**]     [**]
5.2.5.4                  -    Perform [**]                                          [**]     [**]
5.2.5.5                  -    Analysis [**]                                         [**]     [**]
5.2.5.6                  -    Tracking [**]                                         [**]     [**]
5.2.5.7                  -    Provide [**]                                          [**]     [**]
5.2.6               -    NEW RELEASE/[**]
5.2.6.1                  -    Provide [**]                                          [**]     [**]
5.2.6.2                  -    Perform [**]                                          [**]     [**]
5.2.6.3                  -    Perform [**]                                          [**]     [**]
5.2.6.4                  -    Analysis [**]                                         [**]     [**]
5.2.6.5                  -    Tracking [**]                                         [**]     [**]
5.2.6.6                  -    Provide [**]                                          [**]     [**]
5.2.7               -    NEW RELEASE/[**]
5.2.7.1                  -    Provide [**]                                          [**]     [**]
5.2.7.2                  -    Perform [**]                                          [**]     [**]
5.2.7.3                  -    Perform [**]                                          [**]     [**]
5.2.7.4                  -    Analysis [**]                                         [**]     [**]
5.2.7.5                  -    Tracking [**]                                         [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       21



ON-GOING ROLES AND RESPONSIBILITIES



5              BUSINESS TABLE MAINTENANCE                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
5.2.7.6                  -    Provide [**]                                          [**]     [**]
5.2.8               -    NEW RELEASE/[**]
5.2.8.1                  -    Load [**]                                             [**]     [**]
5.2.8.2                  -    Perform [**]                                          [**]     [**]
5.2.8.3                  -    Analysis [**]                                         [**]     [**]
5.2.8.4                  -    Provide [**]                                          [**]     [**]
5.2.8.5                  -    Perform [**]                                          [**]     [**]
5.2.8.6                  -    Review [**]                                           [**]     [**]
5.2.8.7                  -    Provide [**]                                          [**]     [**]
5.2.9               -    NEW RELEASE/[**]
5.2.9.1                  -    Manage [**]                                           [**]     [**]
5.2.9.2                  -    Perform [**]                                          [**]     [**]
                         -    Perform [**]                                          [**]     [**]
5.2.9.3                  -    Provide [**]                                          [**]     [**]
5.2.10              -    NEW RELEASE/[**]
5.2.10.1                 -    Provide [**]                                          [**]     [**]
5.2.10.2                 -    Provide [**]                                          [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       22



ON-GOING ROLES AND RESPONSIBILITIES



6              STRATEGIC CONSULTING SERVICES                                       SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
6.1            NEW TECHNOLOGY COMMUNICATION
6.1.1               -    Provide [**]                                               [**]     [**]
6.1.2               -    Provide [**]                                               [**]     [**]
6.1.3               -    Identify [**]                                              [**]     [**]
6.2            INDUSTRY TRENDS AND BEST PRACTICES
6.2.1               -    Provide [**]                                               [**]     [**]
6.2.2               -    Provide [**]                                               [**]     [**]
6.2.3               -    Provide/[**]                                               [**]     [**]
6.2.4               -    Participate [**]                                           [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       23



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.1            DATA CENTER PRODUCTION SUPPORT
7.1.1               -    FACILITY MANAGEMENT
7.1.1.1                  -    Perform [**]                                                   [**]     [**]
7.1.1.2                  -    CAPACITY PLANNING [**]                                [**]     [**]     [**]
7.1.1.2.1                          -    Provide [**]                                [**]     [**]
7.1.1.2.2                          -    Provide [**]                                [**]     [**]
7.1.1.2.3                          -    Provide [**]                                [**]     [**]
7.1.1.2.4                          -    Provide [**]                                [**]     [**]
7.1.1.3                  -    Provide [**]                                                   [**]     [**]
7.1.2               -    ENVIRONMENT MANAGEMENT
7.1.2.1                  -    Provide [**]                                                   [**]     [**]
7.1.2.2                  -    Make available, [**]                                  [**]     [**]     [**]
7.1.2.3                  -    Provide [**]                                          [**]     [**]
7.1.2.4                  -    Analyze [**]                                          [**]     [**]
7.1.2.5                  -    Maintain [**]                                         [**]     [**]
7.1.2.6                  -    Develop [**]                                          [**]     [**]
7.1.2.7                  -    Develop [**]                                          [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       24



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.1.2.8                  -    Operate [**]                                                   [**]
7.1.2.9                  -    Operate [**]                                          [**]     [**]     [**]
7.1.2.10       Operate [**]                                                         [**]     [**]
7.1.2.11                 -    Provide [**]                                                   [**]
7.1.2.12                 -    Produce [**]                                          [**]     [**]
7.1.2.13                 -    Provide [**]                                          [**]     [**]
7.1.4               -    FILE SERVICES
7.1.4.1                  -    24X7 [**]                                                      [**]
7.1.4.2                  -    Perform [**]                                                   [**]
7.1.4.3                  -    Perform [**]                                                   [**]
7.1.4.4                  -    Identification [**]                                            [**]
7.1.4.5                  -    Schedule [**]                                                  [**]
7.1.4.6                  -    Perform [**]                                                   [**]
7.1.4.7                  -    Retain [**]                                                    [**]
7.1.5               -    TAPE MANAGEMENT AND STORAGE
7.1.5.1                  -    Perform [**]                                                   [**]
7.1.5.2                  -    Perform tape librarian services                                [**]
7.1.5.3                  -    Off-site [**]                                                  [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       25



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.1.5.4                  -    Retrieve [**]                                         [**]     [**]
7.1.6               -    SERVER AND DISK HARDWARE MAINTENANCE AND SUPPORT
7.1.6.1                  -    Procure, install, maintain, repair, replace or
                              [**]                                                  [**]     [**]     [**]
7.1.6.2                  -    Procure, install, maintain, repair, replace [**]      [**]     [**]
7.1.6.3                  -    Provide [**]                                          [**]     [**]
7.1.6.4                  -    Storage [**]                                                   [**]
7.1.6.5                  -    Monitor and [**]                                               [**]
7.1.6.6                  -    Dispatch [**]                                                  [**]
7.1.6.7                  -    Perform [**]                                                   [**]
7.1.6.8                  -    Produce [**]                                          [**]     [**]
7.1.7               -    SYSTEM SOFTWARE MAINTENANCE AND SUPPORT/SYSTEM
                         ADMINISTRATION
7.1.7.1                  -    Maintain [**]                                                  [**]
7.1.7.2                  -    Perform [**]                                                   [**]
7.1.7.3                  -    Map [**]                                                       [**]
7.1.7.4                  -    Test [**]                                                      [**]
7.1.7.5                  -    Review [**]                                           [**]     [**]
7.1.7.6                  -    Document [**]                                         [**]     [**]
7.1.8               -    DATABASE ADMINISTRATION
7.1.8.1                  -    Provide [**]                                                   [**]
7.1.8.2                  -    Provide [**]                                                   [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       26


ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.1.8.3                  -    Administer [**]                                       [**]     [**]     [**]
7.1.8.4                  -    Allocate [**]                                                  [**]
7.1.8.5                  -    Perform [**]                                                   [**]
7.1.8.6                  -    Create/[**]                                           [**]     [**]
7.1.8.7                  -    Restart [**]                                          [**]     [**]
7.1.8.8                  -    Install [**]                                          [**]     [**]
7.1.8.9                  -    Maintain [**]                                                  [**]
7.1.8.10                 -    Maintain [**]                                                  [**]
7.1.8.11                 -    Perform [**]                                          [**]     [**]
7.1.8.12                 -    Perform [**]                                                   [**]
7.1.8.13                 -    Provide [**]                                          [**]     [**]
7.1.8.14                 -    Provide [**]                                          [**]     [**]
7.1.9               -    APPLICATION SECURITY MANAGEMENT
7.1.9.1                  -    Submit [**]                                           [**]     [**]
7.1.9.2                  -    Update [**]                                           [**]     [**]
7.1.9.3                  -    Track [**]                                            [**]     [**]
7.1.9.4                  -    Validate [**]                                         [**]     [**]
7.1.9.5                  -    Approve [**]                                          [**]     [**]
7.1.9.6                       -    Perform [**]                                     [**]     [**]
7.1.9.7                  -    Perform [**]                                          [**]     [**]
7.1.10              -    FILE [**]                                                                    [**]
7.1.10.1                      -    Perform [**]                                     [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        27



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.1.10.2                 -    Perform [**]                                          [**]     [**]
7.1.11              -    DATABASE [**]
7.1.11.1                      -    Perform [**]                                     [**]     [**]
7.1.11.2                 -    Perform [**]                                          [**]     [**]
7.1.12              -    LAN AND WAN MANAGEMENT
7.1.12.1                      -    Perform [**]                                     [**]     [**]     [**]
7.1.12.2            -    Provide and maintain [**]                                  [**]     [**]
7.1.12.3            -    Provide, install and maintain [**]                         [**]     [**]     [**]
7.1.12.4            -    Provide, install and maintain [**]                         [**]     [**]     [**]
7.1.12.5            -    Install, manage and maintain [**]                          [**]     [**]     [**]
7.1.12.6                 -    Update and maintain [**]                              [**]     [**]     [**]
7.1.12.7                 -    Provide [**]                                          [**]     [**]     [**]
7.1.12.8                 -    Coordinate [**]                                       [**]     [**]     [**]
7.1.12.9                 -    Establish [**]                                        [**]     [**]     [**]
7.1.12.10                -    Maintain [**]                                         [**]     [**]     [**]
7.1.12.11                -    Maintain [**]                                         [**]     [**]     [**]
7.1.12.12                -    Serve [**]                                            [**]     [**]     [**]
7.1.12.13                -    Serve [**]                                            [**]     [**]     [**]
7.1.12.14                -    Provide [**]                                          [**]     [**]     [**]
7.1.12.15                -    Obtain [**]                                           [**]     [**]     [**]
7.1.12.16                -    Adhere [**]                                           [**]     [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        28



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.2            PRODUCTION ENVIRONMENT STANDARDS
7.2.1               -    PC PLANNING
7.2.1.1                  -    Coordinate [**]                                       [**]     [**]
7.2.1.2                  -    Configure [**]                                        [**]
7.2.1.3                  -    Support [**]                                          [**]
7.2.2               -    PC HARDWARE AND SOFTWARE DEPLOYMENT
7.2.2.1                  -    Provide [**]                                          [**]
7.2.2.2                  -    Provide [**]                                          [**]     [**]
7.2.2.3                  -    Provide [**]                                          [**]
7.2.2.4                  -    Provide [**]                                          [**]
7.2.2.5                  -    Distribute [**]                                       [**]
7.2.3               -    PC SYSTEM SUPPORT
7.2.3.1                  -    Install and maintain [**]                             [**]
7.2.3.2                  -    Install and maintain [**]                             [**]
7.2.3.3                  -    Install and test [**]                                 [**]
7.2.3.4                  -    Perform [**]                                          [**]
7.2.3.5                  -    Install and maintain [**]                             [**]
7.2.3.6                  -    Maintain [**]                                         [**]
7.2.3.7                  -    Manage [**]                                           [**]
7.2.3.8                  -    Provide [**]                                          [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        29



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.3            DISASTER RECOVERY
7.3.1               -    ORGANIZATION
7.3.1.1                  -    Determine [**]                                        [**]     [**]
7.3.1.2                  -    Identify on-going [**]                                [**]     [**]
7.3.2               -    FACILITIES
7.3.2.1                  -    Maintain [**]                                                  [**]
7.3.2.2                  -    Maintain "[**]                                                 [**]
7.3.2.3                  -    Maintain [**]                                         [**]     [**]
7.3.2.4                  -    Maintain [**]                                         [**]     [**]
7.3.2.5                  -    Ensure [**]                                           [**]     [**]
7.3.3               -    PLANNING
7.3.3.1                  -    Define [**]                                           [**]     [**]
7.3.3.2                  -    Determine [**]                                        [**]     [**]
7.3.3.3                  -    Define [**]                                           [**]     [**]
7.3.3.4                  -    Develop [**]                                          [**]     [**]
7.3.3.5                  -    Establish [**]                                        [**]     [**]
7.3.3.6                  -    Define [**]                                           [**]     [**]
7.3.3.7                  -    Develop "[**]                                         [**]     [**]
7.3.3.8                  -    Determine [**]                                        [**]     [**]
7.3.3.9                  -    Identify [**]                                         [**]     [**]
7.3.3.10                 -    Determine [**]                                                 [**]
7.3.3.11                 -    Define [**]                                           [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        30



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.3.3.12                 -    Develop [**]                                          [**]     [**]
7.3.4               -    TESTING
7.3.4.1                  -    Develop [**]                                          [**]     [**]
7.3.4.2                       -    Test [**]                                        [**]     [**]
7.3.4.3                  -    Develop [**]                                          [**]     [**]
7.3.5               -    IMPLEMENTATION
7.3.5.1                  -    Define [**]                                           [**]     [**]
7.3.5.2                  -    Develop [**]                                          [**]     [**]
7.3.5.3                  -    Approve [**]                                          [**]     [**]
7.3.5.4                  -    Execute [**]                                          [**]     [**]
7.3.6               -    ADMINISTRATION
7.3.6.1                  -    Develop [**]                                          [**]     [**]
7.3.6.2                  -    Identify [**]                                         [**]     [**]
7.3.6.3                  -    Establish [**]                                        [**]     [**]
7.3.6.4                  -    Develop [**]                                          [**]     [**]
7.4            BILLING OPERATIONS PRODUCTION SUPPORT
7.4.1               -    PROCESS [**]
7.4.1.1                  -    Establish [**]                                        [**]     [**]     [**]
7.4.1.2                  -    DESIGN [**]
7.4.1.2.1                     -    [**]
7.4.1.2.2                     -    [**]                                             [**]     [**]
7.4.1.3                  -    ESTABLISH [**]                                        [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        31



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.4.1.3.1                     -    [**]
7.4.1.3.2                     -    [**]                                             [**]     [**]
7.4.1.4                  -    Provide [**]                                          [**]     [**]
7.4.1.5                  -    Provide [**]                                          [**]     [**]
7.4.2               -    EXECUTION                                                  [**]     [**]
7.4.2.1                  -    Execute [**]
7.4.2.2                       -    Perform [**]                                     [**]     [**]     [**]
7.4.2.3                  -    Perform [**]                                          [**]     [**]     [**]
7.4.2.4                  -    Perform [**]                                          [**]     [**]     [**]
7.4.2.5                  -    Resolve [**]                                          [**]     [**]     [**]
7.4.2.6                       -    Perform [**]                                     [**]
7.4.2.7                  -    Monitor [**]                                          [**]     [**]
7.4.2.8                  -    Provide [**]                                                   [**]
7.4.2.9                  -    Escalate ([**]                                        [**]     [**]     [**]
7.4.2.10                 -    Track [**]                                            [**]     [**]
7.4.2.11                 -    Perform [**]                                          [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        32



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.4.2.12                 -    Provide [**]                                          [**]     [**]
7.4.2.13                 -    Perform [**]                                          [**]     [**]
7.4.2.14                      -    Execute [**]                                     [**]     [**]
7.4.2.15                      -    Execute [**]                                     [**]     [**]     [**]
7.4.2.16                 -    Provide [**]                                          [**]     [**]
7.4.2.17                      -    Validate, [**]                                   [**]
7.5            DATA MANAGEMENT
7.5.1                    -    Procure [**]                                          [**]              [**]
7.5.2                    Maintain [**]                                                       [**]
7.5.3                    -    Provide [**]                                                   [**]     [**]
7.5.4                    -    Develop and maintain [**]                                      [**]
7.5.5                    -    Provide [**]                                          [**]
7.5.6                    -    [**]                                                  [**]
7.6            VENDOR MANAGEMENT
7.6.1               -    PLANNING
7.6.1.1                  -    Provide [**]                                          [**]     [**]
7.6.1.2                  -    Coordinate & facilitate [**]                          [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        33



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.6.2               -    PERFORMANCE [**]
7.6.2.1                  -    Provide [**]                                          [**]     [**]
7.6.2.2                  -    Coordinate & facilitate [**]                          [**]     [**]
7.6.2.3                  -    Coordinate & facilitate [**]                          [**]     [**]
7.6.2.4                  -    Review [**]                                           [**]     [**]
7.7            REPORT PRINTER MAINTENANCE
7.7.1               -    Provide/maintain [**]                                      [**]     [**]     [**]
7.7.2               -    Install [**]                                               [**]
7.7.3               -    Provide [**]                                               [**]
7.8            NETWORK SECURITY MANAGEMENT
7.8.1                    -    Perform [**]                                          [**]
7.8.2               -    Manage [**]                                                [**]
7.8.3               -    Periodically [**]                                          [**]
7.8.4               -    Install [**]                                               [**]
7.8.5               -    Perform [**]                                               [**]
7.9            PROVISIONING PRODUCTION SUPPORT
7.9.1               -    PROVISIONING [**]
7.9.1.1                  -    Provision [**]                                        [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                        34


ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.9.1.2                  -    Provision [**]                                         [**]     [**]
7.9.2               -    PROVISIONING [**]
7.9.2.1                  -    Disposition [**]                                       [**]     [**]
7.9.2.2                  -    Provide [**]                                           [**]     [**]
7.9.2.3                  -    Provide [**]                                           [**]     [**]
7.9.3               -    PROVISIONING [**]
7.9.3.1                  -    Schedule [**]                                          [**]     [**]
7.9.3.2                  -    Connectivity [**]                                      [**]     [**]
7.9.4               -    Maintain [**]                                               [**]     [**]    [**]
7.9.5               -    Provide [**]                                                [**]     [**]
7.9.6               -    Repair [**]                                                 [**]     [**]    [**]
7.9.7               -    SUBSCRIBER [**]
7.9.7.1                  -    Provide [**]                                           [**]     [**]
7.9.7.2                  -    Place [**]                                             [**]     [**]
7.9.7.3                  -    Perform [**]                                           [**]     [**]
7.9.7.4                  -    Provide [**]                                           [**]     [**]
7.10           NETWORK ELEMENT MANAGEMENT SUPPORT
7.10.1              -    ENVIRONMENT SUPPORT


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       35



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.10.1.1                 -    Maintain and own the [**]                                       [**]
7.10.1.2                 -    Provide [**]                                                    [**]
7.10.1.3                 -    Provide [**]                                                    [**]
7.10.1.4                 -    Provide a [**]                                                  [**]
7.10.1.5                 -    Deliver [**]                                           [**]
7.10.1.6                 -    Provide [**]                                           [**]             [**]
7.10.1.7                 -    Provide [**]                                                    [**]
7.10.1.8                 -    Provide [**]                                                    [**]
7.10.1.9                 -    Provide [**]                                           [**]
7.10.1.10                -    Provide [**]                                           [**]
7.10.1.11                -    Provide [**]                                                    [**]
7.10.1.12                -    Perform [**]                                                    [**]
                         -    Refresh [**]
7.10.1.13                -    Provide [**]                                                    [**]
7.10.1.14                -    Provide [**]                                                    [**]
7.10.1.15                -    Provide [**]                                                    [**]
7.10.1.16                -    Own and maintain [**]                                  [**]
7.10.1.17                -    Provide [**]                                                    [**]
7.10.1.18                -    Provide [**]                                                    [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       36



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.10.1.19                -    Update [**]                                                     [**]
7.10.1.20                -    Provide [**]                                           [**]     [**]    [**]
7.11           COLLECTION ANALYSIS PRODUCTION SUPPORT
7.11.1              -    COLLECTION [**]
7.11.1.1                 -    Conduct [**]                                           [**]     [**]
7.11.1.2                 -    Creation [**]                                          [**]     [**]    [**]
7.11.1.3                 -    Perform [**]                                           [**]     [**]
7.11.1.4                 -    Provide [**]                                           [**]     [**]
7.11.1.5                 -    Optimizing [**] Optimizing [**]                        [**]     [**]    [**]
7.11.1.6                 -    Implementation [**]                                    [**]     [**]
7.11.2              -    REPORTING [**]
7.11.2.1                 -    Creation and modification [**]                         [**]     [**]
7.11.2.2                 -    [**]                                                   [**]     [**]
7.11.2.3                 -    [**]                                                   [**]     [**]    [**]
7.11.2.4                 -    [**]                                                   [**]     [**]    [**]
7.11.3              -    EXTERNAL BUREAU SCORE
7.11.3.1                 -    Initiate [**]                                          [**]     [**]
7.11.3.2                 -    Transmit [**]                                          [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       37



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.11.3.3                 -    [**]                                                   [**]     [**]
7.11.3.4                 -    [**]                                                   [**]     [**]
7.11.3.5                 -    [**]                                                   [**]     [**]
7.11.3.6                 -    Operate and maintain [**]                              [**]     [**]
7.12           LEADS MANAGEMENT PRODUCTION SUPPORT
7.12.1              -    API REPORTING
7.12.1.1                 -    Provide [**]                                           [**]     [**]    [**]
7.12.2              -    CROSS-SELL/UP-SELL (X/U) SUPPORT FOR CSM
7.12.2.1                 -    Process [**]                                           [**]     [**]    [**]
7.12.2.2                 -    Provide [**]                                           [**]     [**]    [**]
7.13           ORDER MANAGEMENT PRODUCTION SUPPORT
7.13.1              -    ENSEMBLE [**]
7.13.1.1                 -    Provide [**].                                          [**]     [**]
7.13.2              -    [**] REPORTING
7.13.2.1                 -    Provide [**]                                           [**]     [**]    [**]
7.14           INTERFACE ENCRYPTION
7.14.1              -    Provide [**]                                                [**]     [**]


    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       38



ON-GOING ROLES AND RESPONSIBILITIES



7              OPERATIONS                                                          SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
7.14.2              -    Provide [**]                                                         [**]
7.14.3              -    Install [**]                                                         [**]
7.14.4              -    Design [**]                                                          [**]
7.14.5              -    Provide [**]                                                [**]



    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       39



ON-GOING ROLES AND RESPONSIBILITIES



8              MISC.                                                               SPRINT   AMDOCS   NOTES
------------   -----------------------------------------------------------------   ------   ------   -----
                                                                                         
8.1            PROGRAM OFFICE
8.1.1          Provide [**]                                                          [**]     [**]
8.1.2          Open Issues - [**]                                                    [**]     [**]
8.1.3          Implement, host, and administer [**]                                  [**]     [**]
8.2            MEETINGS
8.2.1          Facilitate [**]                                                       [**]     [**]
8.2.2          Participate [**]                                                      [**]     [**]
8.2.3          Participate [**]                                                      [**]     [**]
8.2.4          Provide [**]                                                          [**]     [**]



    O = Owns   P = Participates   V = Has Visibility   BLANK = No Involvement

                                                                          Sprint
ON-GOING ROLES AND RESPONSIBILITIES                 Proprietary and Confidential


                                       40


                                   SCHEDULE C
                   CREDITABLE PERFORMANCE SPECIFICATIONS (CPS)

I.   SCOPE

For avoidance of doubt, (i) for the period commencing on the Effective Date and
ending on the date upon which the Initial Release is released to the production
environment ("Initial Release Production Date"), the Schedule C to the Original
Agreement, as previously amended by the Parties, shall continue in effect and
shall serve as the Schedule C to the Agreement in lieu of this Schedule C; and
(ii) commencing on the Initial Release Production Date, this Schedule C shall be
effective and shall serve as the Schedule C to the Agreement.

Amdocs will measure and report its performance on the Creditable Performance
Specifications ("CPS") set forth below, and each CPS is ranked "High", "Medium"
or "Low" based on the level of criticality to Sprint (the "Criticality Levels"):



         CREDITABLE PERFORMANCE                    CRITICALITY
NUMBER   SPECIFICATION                                LEVEL
------   ----------------------                    -----------
                                             
                    Customer Services
   1.    [**]                                          [**]
   2.    [**]                                          [**]
   3.    [**]                                          [**]
   4.    [**]                                          [**]
   5.    [**]                                          [**]
                           [**]
   6.    [**]                                          [**]
   7.    [**]                                          [**]
   8.    [**]                                          [**]
   9.    [**]                                          [**]
  10.    [**]                                          [**]
  11.    [**]                                          [**]
  12.    [**]                                          [**]
  13.    [**]                                          [**]
  14.    [**]                                          [**]
  15.    [**]                                          [**]
                           [**]
  16.    [**]                                          [**]
  17.    [**]                                          [**]


                           Privileged and Confidential


                                       -1-



II.  MEASUREMENT STRUCTURE

Each CPS shall be measured using a "Blue-Green-Yellow-Red" traffic light
mechanism (the "Individual CPS BGYR State"), with "Blue" representing the
highest level of performance and "Red" representing the lowest level of
performance. Depending on the specific Individual CPS BGYR State, [**]). Also,
on a monthly basis, an overall CPS score (the "Overall CPS Score") will be
determined, by assigning points to each CPS based on its Individual CPS BGYR
State and its Criticality Level (with a higher Overall CPS Score indicative of a
lower level of performance by Amdocs). The matrix set forth below describes the
methodology for computing the Overall CPS Score:[**]



                              CRITICALITY LEVEL
                            ---------------------
INDIVIDUAL CPS BGYR STATE   HIGH   MEDIUM    LOW
-------------------------   ----   ------   -----
                                   
           Blue             [**]    [**]    [**]
          Green             [**]    [**]    [**]
          Yellow            [**]    [**]    [**]
           Red              [**]    [**]    [**]


However, during the [**] from the [**] the matrix set forth below [**]. For the
avoidance of doubt, [**]



                              CRITICALITY LEVEL
                            ---------------------
INDIVIDUAL CPS BGYR STATE   HIGH   MEDIUM    LOW
-------------------------   ----   ------   -----
                                   
           Blue             [**]    [**]    [**]
          Green             [**]    [**]    [**]
          Yellow            [**]    [**]    [**]
           Red              [**]    [**]    [**]


[**]

III. GRACE PERIODS

     The Parties have agreed that for certain specified time periods based on
calendar days (each a "Grace Period") Amdocs' obligation to perform the Services
in accordance with some or all of the CPS will be suspended (such CPS referred
to hereinafter as the "Suspended CPS") upon the occurrence of certain events
that the Parties recognize will negatively impact Amdocs' ability to perform the
Services in accordance with the CPS ("CPS Suspension Events"). [**]



No.   Suspension Event   Grace Period   Suspended CPS
---   ----------------   ------------   -------------
                               
1.    [**]               [**]           [**]
2.    [**]               [**]           [**]
3.    [**]               [**]           [**]
4.    [**]               [**]           [**]
5.    [**]               [**]           [**]
6.    [**]               [**]           [**]
7.    [**]               [**]           [**]
8.    [**]               [**]           [**]
9.    [**]               [**]           [**]
10.   [**]               [**]           [**]


[**]

                           Privileged and Confidential


                                       -2-



IV.  [**]

     Set forth below is a table [**] set forth below [**]

TABLE 4.1



             [**]
         -----------
[**]     [**]   [**]
------   ----   ----
          
 High    [**]   [**]
Medium   [**]   [**]
 Low     [**]   [**]


[**]

TABLE 4.2



[**]
----
    
[**]   $[**]
[**]




   HIGH                                                [**]
----------   ----------------------------------------------------------------------------------------
                                                          
BGYR State   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
   Blue      [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
  Green      [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
  Yellow     [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
   Red       [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
  MEDIUM                                               [**]
BGYR State   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
   Blue      [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
  Green      [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
  Yellow     [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
   Red       [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
   LOW                                                 [**]
BGYR State   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
   Blue      [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
  Green      [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
  Yellow     [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
   Red       [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]


[**]

                           Privileged and Confidential


                                       -3-





 [**]   [**]   [**]
------  ----   ----
         
 High   [**]   [**]
Medium  [**]   [**]
  Low   [**]   [**]


[**] set forth in the chart below:



                                    [**]
       ------------------------------------------------------------
       [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
       ----   ----   ----   ----   ----   ----   ----   ----   ----
                                    
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]


V.   MONTHLY CPS REPORT

     On a monthly basis, Amdocs shall provide a written report to Sprint which
includes the following information (the "Monthly CPS Report"): (i) Amdocs'
quantitative performance for each CPS; (ii) each Individual CPS BGYR State and
the Overall CPS Score; (iii) any monthly [**] for each CPS; (iv) the
year-to-date [**] for each CPS and all the CPS; (v) a [**] and corrective action
plan with respect to any CPS where the Individual CPS BGYR State was not "Blue"
or "Green" during the preceding month; and (vi) trend or statistical analysis
with respect to each CPS as requested by Sprint. The Preliminary Monthly CPS
Report shall be due on the [**] of the following month and the Final Monthly CPS
Report shall be due on the [**] of the following month. The Monthly CPS Report,
delivered on the [**] of the following month, will include each KPI being
tracked by Amdocs.

Amdocs will continue to provide a service level data feed to Sprint for the
Service Scope system. New solutions will be reviewed and collaborated as the web
reporting definition evolves.

VI.  CREDITABLE PERFORMANCE SPECIFICATION REVIEW AND CHANGE PROCESS

     CPSs are subject to review on the following occasions throughout the Term:

     -    [**] Review: Amdocs and Sprint shall set a mutually agreed date to
          conduct [**] reviews of the CPS and Amdocs' performance with respect
          to the CPS. At a minimum, the [**] review will include:

          -    [**] review of the [**];

          -    [**], if any, based upon mutual written agreement. Amdocs will
               make the required system updates in order that any revised CPS
               will become effective January first of the following year.
               Schedule C [**] each calendar year ([**] time and under no
               circumstance greater than [**] time); Amdocs will tune its system
               to accommodate any agreed CPS change each [**]. The new CPS' will
               be effective [**] of the following year. (End of year lockdown
               takes place each [**], so no change can occur past [**] in each
               year.)

     -    Sprint may request to include a new CPS(s) or an Associated Measure(s)
          to Schedule C on a [**]. Upon mutual agreement of the CPS (s) or the
          Associated Measure(s), Amdocs will implement within [**] months from
          the date of such agreement.

Any item to be considered as an exclusion or inclusion to the SLA by Amdocs or
Sprint must be submitted to the corresponding Amdocs/Sprint SLA team. The item
is then documented in the "SLA Exclusion List" spreadsheet which contains the
CPS affected, date of issue, date submitted, description of issue,

                           Privileged and Confidential


                                       -4-



inclusion/exclusion resolution, approver's name and approval date. This
information is then submitted to the appropriate SLA team (Sprint or Amdocs) to
take to the business for approval. Once approved or rejected the date and name
of the business owner, along with the action, is documented in the "SLA
Exclusion List' and the appropriate actions are taken if needed.

If requested by either party, Amdocs or Sprint, changes to any CPS shall be
submitted for approval to each Party's Steering Committee members prior to
becoming effective.

VII. DEFINITIONS



      TERM                                 DEFINITION
      ----                                 ----------
                
[**]               [**]

[**]               [**]

Amdocs             Has the meaning set forth in the Agreement.

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               Has the meaning set forth in the Measurement Structure
                   section of this Schedule C.

[**]               [**]

[**]                    -    [**]

[**]               [**]

[**]               The elapsed time between (i) the earlier of (x) the time of
                   the [**] or (y) [**] can successfully process in its
                   entirety.

[**]               The transactions, with respect to each [**], to be measured
                   in calculating the [**]. Each of the [**] are rated "Heavy,"
                   "Medium" or "Light," based on the [**] with it. In addition,
                   every [**] during the Term Sprint [**] it determines relate
                   to any [**], provided that Amdocs [**]. Set forth below are
                   the [**] (beneath the [**] to which they relate):[**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]


                           Privileged and Confidential


                                       -5-





      TERM                                 DEFINITION
      ----                                 ----------
                
                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]


                           Privileged and Confidential


                                       -6-





      TERM                                 DEFINITION
      ----                                 ----------
                
                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]                            [**]

                                                       [**]

                   [**]                            [**]

                   [**]                            [**]

                   [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

CPS                Creditable Performance Specification has the meaning set
                   forth in the Agreement.

[**]               [**]

[**]               [**]

Customized         Has the meaning set forth in the Agreement.
Product

[**]               [**]

[**]               [**]

Day                Calendar day

[**]               [**]

[**]               [**]

[**]               [**]


                           Privileged and Confidential


                                       -7-





      TERM                                 DEFINITION
      ----                                 ----------
                
[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

GE                 Greater than or Equal to

GT                 Greater Than

[**]               [**]

[**]               [**]

Individual CPS     Has the meaning set forth in this Schedule C in the
BGYR State         Individual CPS Monthly Scoring Matrix section..

[**]               [**]

Issue              Any trouble, fault or defect related to the Customized
                   Product or the delivery of the Services.

[**]               [**]

[**]               [**]

[**]               [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]

                        -    [**]


                           Privileged and Confidential


                                       -8-





      TERM                                 DEFINITION
      ----                                 ----------
                
[**]               [**]

[**]               [**]

LE                 Less than or Equal to

LT                 Less Than

[**]               [**]

Major Additional   Has the meaning set forth in the Agreement.
Release

[**]               [**]

[**]               [**]

Missed CDRs        Has the meaning set forth in Appendix I under the Billable
                   Missed CDR Quantity CPS..

[**]               [**]

Net Amount         Has the meaning set forth in the Performance Credits and
                   Bonuses section of this Schedule C.

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

Overall CPS        Has the meaning set forth in the Individual CPS Monthly
Score              Scoring Matrix of this Schedule C.

Party              Has the meaning set forth in the Agreement.

Performance        Has the meaning set forth in the Performance Credits and
Credit             Bonuses of this Schedule C.

[**]               [**]

[**]               [**]

Priority Level     The severity designation assigned to an Issue to reflect the
                   business impact of that particular Issue. Priority Levels are
                   assigned by the Parties as mutually agreed upon in accordance
                   with the criteria set forth below. Below are criteria to be
                   used in assigning Priority Levels:

                   PRIORITY 1 (P1):
                   [**]
                   PRIORITY 2 (P2):


                           Privileged and Confidential


                                       -9-





      TERM                                 DEFINITION
      ----                                 ----------
                
                   [**]

                   PRIORITY 3 (P3):

                   [**]

[**]               [**]

[**]               [**]

Production         Has the meaning set forth in the Agreement.
Environment

[**]               [**]

Release            Has the meaning set forth in the Agreement.

Reseller           Has the meaning set forth in the Agreement.

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

Sprint             Has the meaning set forth in the Agreement.

[**]               [**]

Steering           Has the meaning set forth in the Agreement.
Committee

Sub-Functions      Any module in the Customized Product.

Subscriber(s)      Has the meaning set forth in the Agreement.

[**]               [**]

[**]               [**]

[**]               [**]

Term               Has the meaning set forth in the Agreement.

[**]               [**]


                           Privileged and Confidential


                                      -10-





      TERM                                 DEFINITION
      ----                                 ----------
                
Third Party        Has the meaning set forth in the Agreement.

[**]               [**]

[**]               [**]

Training           As defined in Appendix I under the Training Environment CPS
Environment        section of this Schedule C document.

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]

[**]               [**]


VIII. [**]

     Certain CPS definitions include more than one associated measurement to
     determine the composite score for the CPS. It is therefore necessary to
     merge the results from the associated measurements in order to determine
     the score for an individual CPS for the Measurement Period. [**].

There are circumstances when a CPS or Associated Measure may become inactive or
not applicable for a Measurement Period. For circumstances where a measure is
not to be included, the color will be set to white. [**]



BGYR     [**]
----     ----
      
Blue     [**]
Green    [**]
Yellow   [**]
Red      [**]


                           Privileged and Confidential


                                      -11-



ASSOCIATED MEASUREMENT CHART



INDIVIDUAL CPS   ASSOCIATED MEASUREMENTS   CPS PERCENTAGE
--------------   -----------------------   --------------
                                     
[**]             -    [**]                      [**]
                 -    [**]                      [**]
[**]             -    [**]                      [**]
                 -    [**]                      [**]
[**]             -    [**]                      [**]
                 -    [**]                      [**]
[**]             -    [**]                      [**]
                 -    [**]                      [**]
[**]             -    [**]                      [**]
                 -    [**]                      [**]
                 -    [**]                      [**]
[**]             -    [**]                      [**]
                 -    [**]                      [**]
                 -    [**]                      [**]
[**]             -    [**]                      [**]
                 -    [**]                      [**]
                 -    [**]                      [**]
[**]             -    [**]                      [**]
                 -    [**]                      [**]
                 -    [**]                      [**]
                 -    [**]                      [**]
[**]             -    [**]                      [**]
[**]             -    [**]                      [**]


                           Privileged and Confidential


                                      -12-





INDIVIDUAL CPS   ASSOCIATED MEASUREMENTS   CPS PERCENTAGE
--------------   -----------------------   --------------
                                     
                 -    [**]                       [**]
                 -    [**]                       [**]
[**]             -    [**]                       [**]
                 -    [**]                       [**]
[**]             -    [**]                       [**]
                 -    [**]                       [**]
[**]             -    [**]                       [**]
                 -    [**]                       [**]
[**]             -    [**]                       [**]
[**]             -    [**]                       [**]
[**]             -    [**]                       [**]
                 -    [**]                       [**]


INDIVIDUAL CPS BGYR CHART



BGYR STATE   TOTAL POINTS
----------   ------------
          
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


SAMPLE CALCULATION

                           Privileged and Confidential


                                      -13-


Step 1: CALCULATE [**] FOR EACH [**]A) [**]B) [**]

Step 2: CALCULATE THE [**] IS COMPUTED [**]Special Exception: IF ANY
[**]Computing the [**] (Rounding): [**]WHERE APPLICABLE,
[**] WILL BE USED [**], UNLESS OTHERWISE SPECIFIED [**]

SAMPLE CALCULATION

Using the [**] the following [**]



INDIVIDUAL CPS BGYR STATE   PRODUCTION ENVIRONMENT
-------------------------   ----------------------
                         
Blue                                 [**]
Green                                [**]
Yellow                               [**]
Red                                  [**]


[**]

                           Privileged and Confidential


                                      -14-



                                   APPENDIX I
                   CREDITABLE PERFORMANCE SPECIFICATIONS (CPS)

1.0  CSM

     1.1. CSM ONLINE AVAILABILITY

          See Annex A for definition and calculation.

     1.2. CSM RESPONSE TIME

          1.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             CSM Online Response Time

Definition:                The amount of time required for a requested CBF
                           Transaction to be completed.

                           This CPS applies to that portion of transaction
                           processing for which Amdocs is responsible.

CPS Formula:

[**]                          [**]

[**]                          [**]

[**]                          [**]

Measurement Period:        Calendar Month

Data Source:               Amdocs Performance Analyzer Tool

                           Amdocs shall not change or redesign the Performance
                           Analyzer Tool without written agreement from Sprint.
                           Subject to the preceding sentence, changes to the
                           Performance Analyzer Tool will be reflected in the
                           Impact Assessment notes for future release and will
                           be supplied to Sprint.

                           [**]

Frequency of Collection:   Continuous

Special Exclusions:        [**]

                           Privileged and Confidential


                                      -15-



          1.2.2. CPS MEASURES

               -    Each Measurement Period, Amdocs shall summarize the CSM
                    Response Times for all CBF Transactions [**].

               [**]

          All CSM CBF transactions are a part of this measurement.



                                   [**]
                            ------------------
INDIVIDUAL CPS BGYR STATE   [**]   [**]   [**]
-------------------------   ----   ----   ----
                                 
Blue                        [**]   [**]   [**]
Green                       [**]   [**]   [**]
Yellow                      [**]   [**]   [**]
Red                         [**]   [**]   [**]


                           Privileged and Confidential


                                      -16-



2.0 FDT (ORDER MANAGEMENT SYSTEM)

     2.1. FDT (ORDER MANAGEMENT SYSTEM) ONLINE AVAILABILITY

          See Annex A for definition and calculation.

     2.2. FDT (ORDER MANAGEMENT SYSTEM) RESPONSE TIME

          2.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             FDT Response Time

Definition:                The amount of time required for a requested CBF FDT
                           Transaction to be completed.

                           This CPS applies to that portion of transaction
                           processing for which Amdocs is responsible.

CPS Formula:

[**]                       [**]

[**]                       [**]

[**]                       [**]

Where A, B & C represent the 1st, 2nd and 3rd categories of the CPS measure
charts

Measurement Period:        Calendar month

[**]                       [**]

Data Source:               Amdocs Performance Analyzer Tool

                           Amdocs shall not change or redesign the Performance
                           Analyzer Tool without written approval from Sprint.
                           Subject to the preceding sentence, changes to the
                           Performance Analyzer Tool will be reflected in the
                           Impact Assessment notes for future release and will
                           be supplied to Sprint.

Frequency of Collection:   Continuous

Special Exclusions:        [**]

                           Privileged and Confidential


                                      -17-



     2.3. CPS MEASURES

          Each Measurement Period, Amdocs shall summarize the FDT Response Times
          for all CBF Transactions [**]

          The parties have agreed that the Performance Analyzer Tool provides
          measurements that closely approximate Amdocs' responsibilities for CBF
          Transaction processing, [**]

          All FDT CBF transactions will be measured.

          2.3.1. CPS MEASURES FOR [**] TRANSACTIONS



Individual CPS BGYR State          [**]
-------------------------   ------------------
                                 
                            [**]   [**]   [**]
Blue                        [**]   [**]   [**]
Green                       [**]   [**]   [**]
Yellow                      [**]   [**]   [**]
Red                         [**]   [**]   [**]


          2.3.2. CPS MEASURES FOR [**] TRANSACTIONS

[**]



INDIVIDUAL CPS BGYR STATE          [**]
-------------------------   ------------------
                                 
                            [**]   [**]   [**]
Blue                        [**]   [**]   [**]
Green                       [**]   [**]   [**]
Yellow                      [**]   [**]   [**]
Red                         [**]   [**]   [**]


[**]



INDIVIDUAL CPS BGYR STATE          [**]
-------------------------   ------------------
                                 
                            [**]   [**]   [**]
Blue                        [**]   [**]   [**]
Green                       [**]   [**]   [**]
Yellow                      [**]   [**]   [**]
Red                         [**]   [**]   [**]


[**]



INDIVIDUAL CPS BGYR STATE          [**]
-------------------------   ------------------
                                 
                            [**]   [**]   [**]
Blue                        [**]   [**]   [**]
Green                       [**]   [**]   [**]
Yellow                      [**]   [**]   [**]
Red                         [**]   [**]   [**]


                           Privileged and Confidential


                                      -18-



Transactions containing [**] will be [**] but will not[**]

                           Privileged and Confidential


                                      -19-



3.0 ECARE (SELF CARE)

     3.1. ECARE (SELF CARE) AVAILABILITY

          3.1.1. CREDITABLE PERFORMANCE SPECIFICATION

               See Annex A for definition and calculation

     3.2. ECARE RESPONSE TIME (SELF CARE)

          3.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             eCare Response Time

Definition:                The amount of time required for a requested eCare
                           Transaction to be completed.

                           Measurement will be done for all Read or Write
                           transactions to the eCare/Customized Product
                           databases within the Champaign facility only.

                           Response time measurements are taken on a daily basis
                           and results will be reported to Sprint on a monthly
                           basis in keeping with the terms of the Agreement.
                           Measurement points for this CPS exist between the
                           application server and database server both of which
                           reside within the Amdocs data center.

                           Customized Product-related transactions, will be
                           available during Customized Product Online
                           Availability time.

[**]                       [**]

[**]                          [**]

[**]                          [**]

[**]                          [**]

Measurement Period:        Calendar month

Data Source:               Amdocs eCare / Customized Product

Frequency of Collection:   Continuous

Special Exclusions         -    [**].

                           Privileged and Confidential


                                      -20-



          3.2.2. CPS MEASURES

               Set forth below is a chart depicting the CPS measurements and
               related Individual CPS BGYR States for eCare response time:

               All eCARE transactions are a part of this measurement.



                                   [**]
                            ------------------
INDIVIDUAL CPS BGYR STATE   [**]   [**]   [**]
-------------------------   ----   ----   ----
                                 
Blue                        [**]   [**]   [**]
Green                       [**]   [**]   [**]
Yellow                      [**]   [**]   [**]
Red                         [**]   [**]   [**]


                           Privileged and Confidential


                                      -21-



4.0 WIRELESS MANAGER

     4.1. WIRELESS MANAGER AVAILABILITY

          See Annex A for definition and calculation.

     4.2. WIRELESS MANAGER RESPONSE TIME

          4.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Wireless Manager Response Time

Definition:                Wireless Manager (WM) Response time will be measured
                           between the application server and database server on
                           a continuous basis and reported monthly. [**]

CPS Formula

[**]                          [**]
[**]                          [**]

Measurement Period:        Calendar month

Measurement Transaction    Includes all WM transactions in production during the
                           measurement

Data Source:               Wireless Manager Performance Logs

Frequency of Collection:   Continuous (During all application availability)

Exclusions:                [**]

          4.2.2. CPS MEASURES

               Set forth below is a chart depicting the CPS measures and related
               Individual CPS BGYR States for WM response time:

                           Privileged and Confidential


                                      -22-





                                [**]
                            -----------
INDIVIDUAL CPS BGYR STATE   [**]   [**]
-------------------------   ----   ----
                             
Blue                        [**]   [**]
Green                       [**]   [**]
Yellow                      [**]   [**]
Red                         [**]   [**]


                           Privileged and Confidential


                                      -23-



5.0 SVIEW

     5.1. SVIEW AVAILABILITY

          See Annex A for definition and calculation

     5.2. SVIEW RESPONSE TIME

          5.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             sView Response Time

Definition:                The average amount of time required for a sView (CRM)
                           Transaction to be completed, where such amount of
                           time refers only to that portion of the transaction
                           processing for which Amdocs is responsible.

                           [**]

CPS Formula                1- (Number of Transactions in each category / Total
                           number of transactions)

Measurement Period:        Calendar month

Data Source:               Amdocs sView

Frequency of Collection:   Continuous

Special Exclusions         [**]

          5.2.2. CPS MEASURES

               Set forth below is a chart depicting the CPS measures and related
               Individual CPS BGYR States for sView response time:

[**]



                                   [**]
                                   [**]
                            ------------------
INDIVIDUAL CPS BGYR STATE   [**]   [**]   [**]
-------------------------   ----   ----   ----
                                 
Blue                        [**]   [**]   [**]
Green                       [**]   [**]   [**]
Yellow                      [**]   [**]   [**]
Red                         [**]   [**]   [**]


[**]

                           Privileged and Confidential


                                      -24-



     5.3. SVIEW SYNCHRONIZATION TIME

Specification:             sView Synchronization Time

Definition:                Ensemble to sView Application database
                           synchronization time

                           Average number of minutes to synchronize

CPS Formula:

Measurement Period:        Calendar month

Data Source:               Amdocs Tracking Tool

Frequency of Collection:   Continuous

Special Exclusions:

 [**]



INDIVIDUAL CPS BGYR STATE   [**]
-------------------------   ----
                         
Blue                        [**]
Green                       [**]
Yellow                      [**]
Red                         [**]


                           Privileged and Confidential


                                      -25-



6.0  BILLING

     6.1. CDR RATING THROUGHPUT

          6.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             CDR Rating Throughput

Definition:                The percentage of CDR Rating Files that successfully
                           started processing [**].

CPS Formula:               [**] [**] [**]

Measurement Period:        Calendar Month.

Data Source:               Automated CDR Transfer (ACT) Logs, Message
                           Acquisition and Formatting (MAF) and Audit and
                           Control Reports.

Frequency of Collection:   Continuous (24 hours a day, 7 days a week)

Special Exclusions             -   [**].

          6.1.2. CPS MEASURES

               Set forth below is a chart depicting the CPS measures and related
               Individual CPS BGYR States for CDR Rating Throughput. The
               Individual CPS BGYR State shall be the least favorable BGYR State
               with respect to monthly performance or with respect to
               transmittals missed on any given day during the Measurement
               Period.



BGYR STATE   [**]
----------   ----
          
Blue         [**]
Green        [**]
Yellow       [**]
Red          [**]


     6.2. INVOICE ACCURACY

                           Privileged and Confidential


                                      -26-



          6.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Invoice Accuracy (Accurate Invoice Quantity and
                           Revenue Accuracy Amount)

Definition:                The percentage of correctly prepared invoices AND the
                           percentage of accurately billed revenue [**]

CPS Formula:                   -   [**]

Measurement Period:        Calendar Month.

Data Source:               Amdocs Billing Operations and Service Desk Ticketing
                           System

                           Sprint shall report via Service Desk tickets the
                           following:

                               -   Incorrectly prepared invoices.

                               -   Unprepared invoices.

                               -   Inaccurate billed amounts.

                               -   Failure to bill amounts.

                           This will include the calculation of any taxes.

Frequency of Collection:   During each Billing Cycle

Special Exclusions             -   [**]

          6.2.2. CPS MEASURES

               [**].

               For the purpose of [**]

               Material impacts not reported [**] will be tracked and become
               part of the End-of-Year (EOY) financial settlement process.

               For the avoidance of doubt, [**] Set forth below is a chart [**]

                           Privileged and Confidential


                                      -27-




INDIVIDUAL CPS BGYR STATE  [**]
-------------------------  ----
                        
Blue                       [**]
Green                      [**]
Yellow                     [**]
Red                        [**]


6.3. BILLABLE CDR MISSED QUANTITY

     6.3.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Billable CDR Missed Quantity

Definition:                The number of billable CDRs (CDR with revenue
                           attached) that were subject to processing and Billing
                           that were not processed ("Missed CDRs") by Amdocs

CPS Formula:               [**]

Measurement Period:        Calendar Month

Data Source:               Billing

Frequency of Collection:   Continuous

Special Exclusions:        [**]

     6.3.2. CPS MEASURES

          [**]



INDIVIDUAL CPS BGYR STATE   [**]
-------------------------   ----
                         
Blue                        [**]
Green                       [**]
Yellow                      [**]
Red                         [**]


                           Privileged and Confidential


                                      -28-


7.0  INTERFACES AND APIS

     7.1. KEY INTERFACE TIMELINESS

          7.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Key Interfaces Timeliness

Definition:                Measurement of Amdocs ability to complete Key
                           Interface functions by the times outlined below.
                           Times reflect completion times and are Monday -
                           Friday, unless otherwise noted:

                                                                         WEEKEND
                           KEY INTERFACES                        TIMES    TIMES
                           --------------                        -----   -------
                           Accts Payable                          [**]
                           PNC Outgoing (A/R)                     [**]
                           Paymentech Batch (A/R)                 [**]
                           OCA Download (Collections)             [**]     [**]
                           Stars                                  [**]
                           Mosaics                                [**]     [**]
                           Letters                                [**]     [**]
                           Oracle PO                              [**]
                           Minotaur                               [**]
                           Lockbox Payments                       [**]
                           BCV for NDW                            [**]     [**]

                           ** [**]

                           [**]

CPS Formula:               [**]

Measurement Period:        Calendar Month

Data Source:               Batch Stats Tool

Frequency of Collection:   Throughout Measurement Period

Special Exclusions:        [**]

          7.1.2. CPS MEASURES

               Set forth below is a chart [**]



INDIVIDUAL CPS BGYR STATE   [**]
-------------------------   ----
                         
Blue                        [**]
Green                       [**]
Yellow                      [**]
Red                         [**]


                           Privileged and Confidential


                                      -29-



     7.2. API AVAILABILITY

          See Annex A for definition and calculation

     7.3. API RESPONSE TIME

          7.3.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Application Program Interface (API) Response Time

Definition:                The amount of time required for a requested
                           transaction to be completed when submitted [**] via
                           API.

                           This CPS applies to that portion of transaction
                           processing for which Amdocs is responsible.

CPS Formula:               [**]

Measurement Period:        Calendar Month.

Data Source:               Amdocs

Frequency of Collection:   Continuous

Special Exclusions:        - [**].

          7.3.2. GRACE PERIOD:

               [**]

          7.3.3. CPS MEASURES



                                   [**]
                            ------------------
INDIVIDUAL CPS BGYR STATE   [**]   [**]   [**]
-------------------------   ------------------
                                 
Blue                        [**]   [**]   [**]
Green                       [**]   [**]   [**]
Yellow                      [**]   [**]   [**]
Red                         [**]   [**]   [**]


                           Privileged and Confidential


                                      -30-





INDIVIDUAL CPS BGYR STATE   [**]
-------------------------   ----
                         
Blue                        [**]
Green                       [**]
Yellow                      [**]
Red                         [**]


To achieve an [**]

                           Privileged and Confidential


                                      -31-



8.0  DEFECT AND REPAIR

     8.1. TIME TO REPAIR

          8.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Time to Repair

Definition:                Amdocs' unencumbered time to repair each Issue during
                           the Measurement Period. The measurement time for this
                           CPS begins when an Issue is received through the
                           /CHAMPS interface and acknowledged by a
                           system-generated auto reply to the submission. The
                           measurement time ends when the repair is implemented
                           or, if earlier (in the case of Product Defects),
                           scheduled in accordance with the parties' joint
                           consent, for implementation in production. [**]

                           Amdocs and Sprint shall jointly agree to reprioritize
                           incidents for CPS measurement if the initial priority
                           is not reflective of the established guidelines in
                           the Definitions of this document.

CPS Formula:               [**]

Measurement Period:        Monthly

Data Source:               CHAMPS

Frequency of Collection:   Continuous

Special Exclusions         -   [**]

          8.1.2. TIME TO REPAIR CPS MEASURE

               [**]



                            Priority 1   Priority 2
Individual CPS BGYR State      [**]         [**]
-------------------------   ----------   ----------
                                   
Blue                           [**]         [**]
Green                          [**]         [**]
Yellow                         [**]         [**]
Red                            [**]         [**]


                           Privileged and Confidential


                                      -32-





                                   Priority
Individual CPS BGYR State   [**]    3 [**]
-------------------------   ----   --------
                             
Blue                        [**]     [**]
Green                       [**]     [**]
Yellow                      [**]     [**]
Red                         [**]     [**]


               For the avoidance of doubt, [**]

     8.2. DEFECT QUANTITY AND SEVERITY

          8.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Defect Quantity and Severity

Definition:                The quantity and severity of Issues discovered in the
                           Customized Product and Amdocs Services during ongoing
                           operations.

                           [**]

CPS Formula:               [**]

Measurement Period:        Monthly

Data Source:               CHAMPS

Frequency of Collection:   Continuous

Special Exclusions         - [**]

          8.2.2. CREDITABLE PERFORMANCE SPECIFICATION

               [**]



                                   [**] by Priority Level
                            ------------------------------------
Individual CPS BGYR State   Priority 1   Priority 2   Priority 3
-------------------------   ----------   ----------   ----------
                                             
Blue                           [**]         [**]         [**]
Green                          [**]         [**]         [**]
Yellow                         [**]         [**]         [**]
Red                            [**]         [**]         [**]


                           Privileged and Confidential


                                      -33-



[**]



                                     [**] Priority Level
                            ------------------------------------
Individual CPS BGYR State   Priority 1   Priority 2   Priority 3
-------------------------   ----------   ----------   ----------
                                             
Blue                           [**]         [**]         [**]
Green                          [**]         [**]         [**]
Yellow                         [**]         [**]         [**]
Red                            [**]         [**]         [**]


                           Privileged and Confidential


                                      -34-


9.0  TABLE REFRESH PERFORMANCE

     9.1. TABLE REFRESH SCHEDULE AND ACCURACY

          9.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Table Refresh Schedule and Accuracy

Definition:                1.   Percentage of production reference tickets that
                                are completed within Table Level CPS (see
                                chart).

                                -    [**]

                           2.   [**]

Definitions:               Normal Request:    Tickets submitted that meet the
                                              agreed upon schedules and type as
                                              stated in this Schedule C.

                           Number of tickets: The sum total of all tickets
                           (# of tickets)     received from Sprint for the
                                              Measurement Period. Includes Fast
                                              Track, Priority List and late
                                              submission requests.

                           [**]               [**]

                           [**]               [**]

CPS Formula:               [**]

Measurement Period:        Monthly

Data Source:               CHAMPS

Frequency of Collection:   Continuous

Special Exclusions:        -    [**]

[**] TABLE

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



                           Privileged and Confidential


                                      -35-



    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



Set forth below is a chart [**]



INDIVIDUAL CPS BGYR STATE   [**]
-------------------------   ----
                         
Blue                        [**]
Green                       [**]
Yellow                      [**]
Red                         [**]


SCHEDULE TABLE



TABLE AREA   TABLE NAME   DAYS TO COMPLETE THE UPDATE REQUEST
----------   ----------   -----------------------------------
                    
[**]         [**]                        [**]
[**]         [**]                        [**]
[**]         [**]                        [**]
[**]         [**]                        [**]


                           Privileged and Confidential


                                      -36-



10.0 PROVISIONING TIMELINESS AND ACCURACY

     10.1. PROVISIONING AVAILABILITY

          Provisioning availability is the end-to-end availability of the
          provisioning environment, which includes both Switch Control (SC) and
          iDen Virtual Switch (IVS). [**] is considered to be [**]

     10.2. PROVISIONING TIME

          10.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Provisioning Time

Definition:                The time required to process a Valid Provisioning
                           Transaction.

CPS Formula:               [**]

Measurement Period:        Calendar month

Data Source:               Switch Control Reports

Frequency of Collection:   Daily (7 days per week)

Special Exclusions:        [**], [**]

          10.2.2. CPS MEASURES

               Set forth below is a chart [**]



INDIVIDUAL CPS BGYR STATE   [**]
-------------------------   ----
                         
Blue                        [**]
Green                       [**]
Yellow                      [**]
Red                         [**]


     10.3. PROVISIONING SUCCESS PERCENTAGE

                           Privileged and Confidential


                                      -37-



          10.3.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Provisioning Success Percentage

Definition:                The percentage of Valid Provisioning Transactions
                           that successfully process, i.e., result in the
                           requested actions being processed by the Customized
                           Product and made available to the network and network
                           elements.

CPS Formula:               [**]

                           [**]

Measurement Period:        Calendar month

Data Source:               Switch Control Reports

Frequency of Collection:   Continuous

Special Exclusions         The calculation of this CPS excludes Sprint
                           responsible or Sprint initiated errors.

                           The calculation will not include Sprint Network
                           rejections.

                           Maintenance Periods - Provisioning Success Percentage
                           measurements will not be collected when Provisioning
                           is unavailable during agreed upon maintenance
                           periods. When Provisioning is available during
                           maintenance periods, Provisioning Timeliness will be
                           collected and this CPS shall apply.

          10.3.2. CPS MEASURES

               Set forth below is a chart [**]



INDIVIDUAL CPS BGYR STATE   [**]
-------------------------   ----
                         
Blue                        [**]
Green                       [**]
Yellow                      [**]
Red                         [**]


                           Privileged and Confidential


                                      -38-



11.0 VAD TIMELINESS AND ACCURACY

     11.1. VAD TIMELINESS

          11.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             VAD Order Processing Time

Definition:                VAD timeliness is the time to process the purchase
                           order plus the time to process the activations
                           information. [**]

Measurement Period:        Calendar Month

Measurement unit:          Minutes

Data Source:               Customized Product

Frequency of Collection:   Continuous

CPS Formula:               [**].

Special Exclusions         [**]

                           [**]

          11.1.2. CPS MEASURES

               The Individual CPS BGYR State shall be the least favorable BGYR
               state with respect to Amdocs' VAD (Fulfillment) Timeliness
               performance for all Subscribers orders. Set forth below is a
               chart depicting the CPS measures and the related BGYR states:

               [**]



INDIVIDUAL BGYR STATE      [**]
---------------------      ----
                        
Blue                       [**]
Green                      [**]
Yellow                     [**]
Red                        [**]


                           Privileged and Confidential


                                      -39-



     11.2. VAD PERCENTAGE OF PHONES SUCCESSFULLY ACTIVATED

          11.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             VAD Percentage of Subscribers with services
                           successfully activated

Definition:                [**]

Measurement Period:        Calendar Month

Measurement unit:          Subscribers with services

Data Source:               The daily and monthly Sprint VAD Activation Report

Frequency of Collection:   Continuous

Special Exclusion:         [**]

          11.2.2. CPS MEASURES

               Set forth below is a chart depicting the CPS measures and the
               related BGYR states:



INDIVIDUAL BGYR STATE      [**]
---------------------      ----
                        
Blue                       [**]
Green                      [**]
Yellow                     [**]
Red                        [**]


                           Privileged and Confidential


                                      -40-



12.0 SAS AVAILABILITY

     See Annex A for definition and calculation.

     12.1. SAS OUTPUT AND REPORTS

          12.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             SAS Output and Reports

Definition:                Measurement of Amdocs ability to delivery SAS Output
                           and Reports.



JOB NAME   OUTPUT OR REPORT      TARGET
--------   ----------------   -----------
                        
[**]             [**]             [**]
[**]             [**]             [**]
[**]             [**]             [**]
[**]             [**]             [**]
[**]             [**]             [**]


CPS Formula:               [**]

Measurement Period:        Per cycle

Data Source:               SAS

Frequency of Collection:   Continuous

Special Exclusions:        Rejected accounts will be handled in the next
                           cycle run

          12.1.2. CPS MEASURES

Set forth below is a chart [**]



INDIVIDUAL CPS
  BGYR STATE     [**]
--------------   ----
              
Blue             [**]


                           Privileged and Confidential


                                      -41-



             
Green           [**]
Yellow          [**]
Red             [**]



                           Privileged and Confidential


                                      -42-


13.0 TRAINING ENVIRONMENT

     13.1. AVAILABILITY

          13.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Training Environment

Definition:                Training Environment availability [**].

Exclusion:                 [**]

Formula:                   See Annex A

          13.1.2. CPS MEASURES

               Set forth below is a chart [**]



Individual CPS
  BGYR State     [**]
--------------   ----
              
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


                           Privileged and Confidential


                                      -43-


14.0 DISASTER RECOVERY

     14.1. DISASTER RECOVERY

          14.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Disaster Recovery

Definition:                Time to recover online system in an event of a
                           disaster based on the following.

                           [**]

Measurement Calculation    [**].

Formula:                   [**]

Measurement Period:        Each

Data Source:               Amdocs Disaster Recovery logs

Frequency of Collection:   Throughout Disaster Recovery

          14.1.2. CPS MEASURES

Set forth below is a chart [**]



Individual CPS
  BGYR State     [**]
--------------   ----
              
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


                           Privileged and Confidential


                                      -44-



15.0 RESELLER

     15.1. RESELLER CONVERSION TIME

          15.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Reseller Conversion Time

Definition:                The time it takes to convert reseller from current
                           platform to retail platform.

CPS Formula                [**]

Measurement Period:        Calendar Month

Data Source:               Amdocs Tracking Tool

Frequency of Collection:   Continuous

Exclusions:                [**]

          15.1.2. CPS MEASURES

               Set forth below is a chart [**]



INDIVIDUAL CPS
  BGYR STATE     [**]
--------------   ----
              
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


     15.2. RESELLER ACTIVATION TIME

          15.2.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Reseller Activation Time

                           Privileged and Confidential


                                      -45-



Definition:                The time it takes to activate reseller from current
                           platform to retail platform.

CPS Formula                [**]

Measurement Period:        Calendar Month

Data Source:               Amdocs Tracking Tool

Frequency of Collection:   Continuous  (during all application availability)

Exclusions:                [**]

          15.2.2. CPS MEASURES

               Set forth below is a chart [**]



INDIVIDUAL CPS
  BGYR STATE     [**]
--------------   ----
              
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


                           Privileged and Confidential


                                      -46-


                                     ANNEX A

1.0 Online Availability

     1.1. CREDITABLE PERFORMANCE SPECIFICATION

     [**]    [**]

     [**]    [**]

     [**]    [**]   [**]  [**]   [**][**]
                       ______________
                              [**]

     [**]    [**]

     [**]    [**]

     [**]    [**]

     [**]    [**]

     1.2. AVAILABILITY TIMES:

             [**]

     1.3. CPS MEASURES

Set forth below is a chart [**]

                           Privileged and Confidential


                                      -47-





Individual CPS   [**]
  BGYR State
--------------   ----
              
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


                    ANNEX B-KPIS (KEY PERFORMANCE INDICATORS)

1.0  [**]

     [**]   [**]
     [**]   [**]
     [**]   [**]   [**]      [**]   [**][**]
                      ______________
                      [**]
     [**]   [**]
     [**]   [**]
     [**]   [**]
     [**]   [**]

          1.1.2 CPS Measures

          Set forth below is a chart [**]

                           Privileged and Confidential


                                      -48-





Individual CPS   [**]
  BGYR State
--------------   ----
              
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


1.3  [**]

     [**]   [**]
     [**]   [**]
     [**]   [**]
     [**]   [**]
     [**]   [**]
     [**]   [**]
     [**]   [**]

1.3.2 CPS Measures

     Set forth below is a chart: [**]



Individual CPS
  BGYR State     [**]
--------------   ----
              
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


1.4  [**]

     [**]   [**]
     [**]   [**]

                           Privileged and Confidential

1.4.2 CPS Measures

     [**]

1.5  [**]

1.5.1       [**]
                                      -49-



     [**]   [**]   [**][**]   [**]
     [**]   [**]
     [**]   [**]
     [**]   [**]
     [**]   [**]

     CPS Measures

1.5.2 Set forth below is a chart [**]



Individual CPS   [**]
  BGYR State
--------------   ----
              
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


[**]

     [**]   [**]
     [**]   [**]
     [**]   [**]   [**][**]
     [**]   [**]
     [**]   [**]
     [**]   [**]
     [**]   [**]

1.6  [**]

1.6.1       [**]
                           Privileged and Confidential


                                      -50-



1.6.2  CPS Measures

     Set forth below is a chart [**]



Individual CPS   [**]
  BGYR State
--------------   ----
              
Blue             [**]
Green            [**]
Yellow           [**]
Red              [**]


[**]

                           Privileged and Confidential


                                      -51-



2.0  PRINT VENDOR ACCURACY - [**]

     2.1.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Print Vendor Accuracy

[**]                       [**]

CPS Formula:               [**]

                           Privileged and Confidential


                                      -52-


Measurement Period:        Monthly

Data Source:               Amdocs CHAMPS

Frequency of Collection:   Monthly

Special Exclusions:        This CPS measures Print Vendor errors, not Sprint
                           or Amdocs.

     2.2 CPS MEASURES:

               THE PRINT VENDOR ACCURACY CPS IS FOR REPORTING PURPOSES ONLY AND
               WILL NOT HAVE AN ASSOCIATED SCORE OR POINTS ASSIGNED.

3.0 EMS SYSTEM AVAILABILITY

               See Annex A for definition and calculation

4.0 SAS CORPORATE ACCOUNT TABLE RESPONSE TIME

     4.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             SAS Corporate Account Table Response Time

Definition:                The average amount of time required for SAS
                           Corporate Account Table Transactions to be
                           completed[**]

CPS Formula                [**]
Measurement Period:        Calendar month

Data Source:               Performance Analyzer Tool

                           [**]

Frequency of Collection:   Continuous

Special Exclusions         [**]

5.0 SAS RESPONSE TIME

     5.1. CREDITABLE PERFORMANCE SPECIFICATION

                           Privileged and Confidential


                                      -53-



Specification:             SAS Response Time

Definition:                [**]

CPS Formula                [**]

Measurement Period:        Calendar month

Data Source:               [**]

Frequency of Collection:   Continuous

[**]                       [**]

     5.2. CPS MEASURES

               Set forth below is a chart [**]



INDIVIDUAL CPS BGYR STATE   [**]
-------------------------   ----
                         
Blue                        [**]
Green                       [**]
Yellow                      [**]
Red                         [**]


6.0 TESTING TIME TO REPAIR

     6.1. CREDITABLE PERFORMANCE SPECIFICATION

Specification:             Testing Time to Repair for Acceptance Testing (AT)
                           and Performance Testing

                           Definition: [**]

            
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]



                
[**]
[**]   [**]   [**]   [**]   [**]



                           Privileged and Confidential


                                      -54-



               Special
               Exclusions

     6.2. CPS MEASURES



INDIVIDUAL CPS
  BGYR STATE     [**]   [**]
--------------   ----   ----
                  
BLUE             [**]   [**]
GREEN            [**]   [**]
YELLOW           [**]   [**]
RED              [**]   [**]


                           Privileged and Confidential


                                      -55-



                                                                          Page 1


                                   SCHEDULE D

                                     CHARGES

1.   License Fees. Amdocs will charge Sprint for license fees in the amount of
     $[**] ("License Fees") for the licenses to use the Generic Product and all
     Customizations to the Generic Product. Annex B sets forth a non-exhaustive
     list of modules that are included as part of the Generic Product.

2.   Payment Terms with regard to License Fees. Amdocs may invoice Sprint for
     the License Fees, as follows:

               1.   $[**], which the Parties acknowledge and agree was invoiced
                    previously and was already paid by Sprint on [**]

               2.   $[**]. Sprint will use commercially reasonable efforts to
                    pay this invoice by [**].

3.   Implementation and Conversion Fees.

     3A.  [**]. The [**] amount set forth in this Schedule D (Charges) to
          implement the CTA Functionality into the Customized Product and
          achieve the Final Conversion Milestone is $[**]. However, pursuant to
          Section 2.1.1.f of the Agreement, Implementation Services Orders may
          set forth mutually agreed to amounts that shall be added to and become
          part of the [**], or shall be subtracted from the [**] with respect to
          any CTA Functionality described in clause (i) of the definition of CTA
          Functionality that is determined by the Parties to no longer be
          required. Sprint shall not be required to pay the [**] unless Sprint
          has reasonably determined that the Milestones set forth in Table 4A
          and Table 4B have been completed in conformity with the Impact
          Assessment Documents, Schedule A, and any applicable Implementation
          Services Order. Amdocs will [**] for implementation of CTA
          Functionality regardless of the level of effort required to complete
          in-scope activities in accordance with the terms hereof.

          If Sprint does not meet its agreed responsibilities resulting in a
          Delay, then, subject to the requirements of Section 10.4 (Delay),
          Amdocs shall receive the relief set forth in Section 10.4 (Delay).



                                                                          Page 2


     3B.  Project Management Office (PMO) Activities. Amdocs has begun to
          provide the PMO services related to this Agreement. The PMO Services
          Order will be agreed upon and executed by the Parties, in accordance
          with which Amdocs shall provide such services for the fixed fee of
          $[**] (subject to agreement by the Parties upon the scope of such
          services).

     3C.  In-Flight Projects. Amdocs will perform each of the In-Flight
          Projects, as listed and defined in Schedule A and any applicable
          Implementation Services Order. Each In-Flight Project shall be
          performed for the fixed fee amount set forth in Annex D to this
          Schedule D (Charges). The total of all such fixed fee amounts for all
          In-Flight Projects is $[**]. Each In-Flight Project will be performed
          within the release schedule timeframes defined in the Implementation
          Services Orders.

4.   Payment Terms & Milestones with regard to the Implementation and Conversion
     Fees. Amdocs shall charge Sprint for work associated with CTA Functionality
     and In-Flight Projects only upon full completion of the milestones for each
     applicable Release and Conversion listed in Tables 4A and 4B. The portion
     of the [**] associated with Conversion will be charged on a per Conversion
     basis according to the milestones defined in Table 4B. The portion of the
     [**] associated with all other [**] will be charged on a per Release basis
     according to the milestones identified in Table 4A. Amdocs shall invoice
     Sprint no earlier than [**]. The portion of the [**] applicable to each
     Release is set forth in Table 4C and the portion of the [**] applicable to
     each Conversion is set forth in Table 4D. [**] is to be completed in
     connection with the [**]. The Parties may agree in the Implementation [**]
     to adjust the [**].

TABLE 4A: Implementation and Conversion Fees Payment and Milestone Table:
Releases



Payment due upon completion and acceptance of:   % PAYMENT PER RELEASE
----------------------------------------------   ---------------------
                                              
[**]                                                     [**]%
[**]                                                     [**]%
[**]                                                     [**]%
[**]                                                     [**]%


TABLE 4B: Implementation and Conversion Fees Payment and Milestone Table:
Conversion



                                                                          Page 3




Payment due upon completion and acceptance of:   % PAYMENT PER CONVERSION
----------------------------------------------   ------------------------
                                              
[**]                                                       [**]%
[**]                                                       [**]%
[**]                                                       [**]%
[**]                                                       [**]%


TABLE 4C: [**]



[**]    [**]
----   -----
    
[**]   $[**]
[**]   $[**]
[**]   $[**]
[**]   $[**]
       -----
Total  $[**]
       =====


TABLE 4D: [**] by Conversion



CONVERSION    [**]
----------   -----
          
[**]         $[**]
[**]         $[**]
[**]         $[**]
[**]         $[**]
[**]         $[**]
[**]         $[**]
             -----
Total        $[**]
             =====


5.   Amdocs right to dispute Sprint's determination regarding Milestones. For
     the avoidance of doubt, Amdocs shall be entitled to dispute any Sprint
     decision regarding Milestones and payments related thereto and to commence
     the dispute resolution process described in the Agreement.

6.   Monthly Subscriber Fee (referred to in this Agreement, including this
     Schedule D, as "Monthly Subscriber Fee", "Monthly Charge Per Subscriber" or
     "MSF"). Amdocs will charge Sprint a monthly fee for each Subscriber billed
     through the Customized Product, pursuant to the schedules set forth below.
     [**]



                                                                          Page 4


6A.  Monthly Subscriber Fee (MSF) for Retail Subscribers, in a [**]. The Monthly
     Subscriber Fee for Retail Subscribers is as follows, on a [**]:

TABLE 6A: Amdocs MSF, based on [**], as described above:



MIN SUBS   MAX SUBS    [**]    [**]
--------   --------   -----   -----
                     
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]
[**]         [**]     $[**]   $[**]


*    B will equal the total number of Retail Subscribers on the Customized
     Product on the date the Final Conversion Milestone is successfully
     achieved.

          The table above applies as follows:

          (1)  [**]; however, the rate specified for [**].

          (2)  Amdocs will charge Sprint [**] Subscribers.

          (3)  Upon reaching a [**] through [**] will be charged to [**],
               however, the [**] will not be [**] for the period up to and
               including [**] for the [**] for the period after acceptance of
               the [**] for the [**] was actually [**]. The process set forth in
               this paragraph shall be [**] in determining the [**]. For
               example, with respect to a [**] subsequent to [**], then the [**]
               for any [**] in the [**] will not be [**].

          (4)  In the event of a [**] will be the [**] the [**] according to the
               [**] for the [**]. For example, if [**] in the following [**],
               then the [**] for that following [**] is [**] than the [**]
               according to the [**] and the applicable [**].



                                                                          Page 5


6B.  Ongoing Cost for Wholesale Subscribers. The Monthly Subscriber Fee for
     Wholesale Subscribers is as follows, on a [**]:

     TABLE 6B: Ongoing Costs for Wholesale



NUMBER OF SUBSCRIBERS   MONTHLY SUBSCRIBER FEE
---------------------   ----------------------
                     
[**]                             $[**]
[**]                             $[**]
[**]                             $[**]
[**]                             $[**]


     The table above applies as follows:

     (1)  Amdocs will charge Sprint the [**] for [**].

     (2)  Upon reaching a [**] will not be less than [**], the [**] for [**],
          the [**] for the [**] set forth in this paragraph shall be [**] in
          determining the [**]. For example, with respect to a particular [**]
          subsequent to [**], if the [**], then the [**].

     (3)  In the event of a [**] will be the [**] for the previous [**]. For
          example, if the [**] in the following [**], then the [**] according to
          [**].

6C.  Ongoing Cost for Prepaid Subscribers. Until and unless there is subsequent
     or separate agreement between Sprint and Amdocs on the services arising out
     of the NexGen Prepaid Platform RFP, the Monthly Subscriber Fee for in scope
     activities, for prepaid Subscribers is as follows, on a [**]:

     TABLE 6C: Prepaid Subscriber Rates



NUMBER OF SUBSCRIBERS   MONTHLY SUBSCRIBER FEE
---------------------   ----------------------
                     
[**]                             $[**]
[**]                             $[**]
[**]                             $[**]
[**]                             $[**]
[**]                             $[**]


The table above applies as follows:

(1)  Amdocs will charge Sprint the [**] for [**].

(2)  Upon reaching a [**] will be [**] according to the [**], however, [**] up
     to and including [**] for the period after [**] for the [**] upon which
     [**]. The process set forth in this



                                                                          Page 6


     paragraph shall be [**] in determining the [**]. For example, with respect
     to a particular [**] and the [**] subsequent to such [**], if the [**],
     then the [**] will not be [**].

(3)  In the event of a [**] according to the [**] for the [**]. For example, if
     the [**], then the [**] according to the [**] and the applicable per [**],
     which is [**] of which is [**].

     With regard to Sprint [**] that directly pay Amdocs for the Services
     provided to such Sprint [**], in determining the applicable monthly charge
     per Subscriber to be applied to Sprint Subscribers, the Parties will meet
     on a case by case basis to mutually agree upon the mechanism through which
     Sprint will [**].

     During the Term, if there has been a [**] of [**] that Amdocs believes in
     good faith has directly and materially [**] the [**] of [**] of the
     Services under the Agreement, then Amdocs may request that Sprint and
     Amdocs meet in good faith to discuss such circumstances and determine by
     mutual agreement what, if any, action should be taken with respect thereto.
     Amdocs shall provide any documentation reasonably requested by Sprint
     detailing the basis of Amdocs' belief in advance of such meeting.

     The parties agree that the MSF may be [**] agreed upon by the Parties or as
     mutually agreed by the Parties.

6D.  MSF [**] for Subscribers. Sprint shall receive [**] against MSF charges
     accruing hereunder, as illustrated in the following table:



                                                                          Page 7


TABLE 6.D: [**]



                    [**]
CALENDAR   ---------------------
  YEAR      [**]    [**]    [**]
--------   -----   -----   -----
                  
[**]       $[**]    [**]   $[**]
[**]       $[**]    [**]   $[**]
[**]       $[**]    [**]   $[**]
[**]       $[**]    [**]   $[**]
[**]       $[**]    [**]   $[**]
[**]       $[**]    [**]   $[**]
[**]       $[**]    [**]   $[**]
[**]       $[**]    [**]   $[**]
           -----   -----   -----
TOTAL      $[**]   $[**]   $[**]
           =====   =====   =====


Note that the [**] have not been identified according to an [**] breakdown, and
as such, the table above does not list the [**] for each [**], but instead
identifies the total amount of the [**], which are described further in Section
6.D.2.

     (1)  Discretionary [**]. Amdocs will provide $[**] in [**] to be applied
          against [**], according to the schedule set forth in Table 6.D,
          provided that the utilization of each annual amount will be evenly
          spread over [**]. Amdocs shall provide Sprint with the opportunity to
          validate the application of any discretionary [**] to confirm its
          correct application. [**]. For avoidance of doubt, for purposes of
          Section 6.D.4 below only, all [**] described in this Section 6.D.1
          applicable to a given [**] are proportionally earned as Sprint incurs
          charges in such [**] against which Sprint would be eligible to apply
          such [**].

     (2)  [**].

     6.D.2.1 "In Flight" Projects - $[**]. Should Sprint elect to engage Amdocs
     to perform work towards the delivery of "In Flight" Projects, the following
     [**] will apply: For each $[**] incurred by Sprint as charges on the
     projects listed on Annex D to this Schedule D, Amdocs will grant a
     Discretionary [**] of $[**], to be applied against MSF charges, up to an
     overall maximum under this paragraph of $[**] in Discretionary [**]. Unused
     [**] will be rolled over to the next month.

     6.D.2.2 Prepaid Operational Service [**] - $[**]. Sprint and Amdocs have
     executed a letter of agreement dated [**], pursuant to which the Parties
     have entered into negotiations regarding a potential Additional Services
     Order which would engage Amdocs for Sprint's project known as NGPP. Should
     the Parties execute such an Additional Services Order or other written
     agreement for such project, the following [**] will apply: For each $[**]
     incurred by Sprint as charges for the operational services of the prepaid
     solution for Sprint as submitted in Amdocs' response to Sprint RFP for
     NextGen Prepaid Platform, Amdocs will grant a Discretionary [**] of $[**],
     to be applied against [**], up to an overall maximum under this paragraph
     of $[**] in Discretionary [**] provided however, that this Discretionary
     [**] cannot be applied to the [**] advance that is part of Amdocs pricing
     chapter of its response to the NextGen Prepaid Platform RFP.

     6.D.2.3. Prepaid Implementation [**] - $[**]. Sprint and Amdocs have
     executed a letter of agreement dated [**], pursuant to which the Parties
     have entered into negotiations regarding a potential Additional



                                                                          Page 8


     Services Order which would engage Amdocs for Sprint's project known as
     NGPP. Should the Parties execute such an Additional Services Order or other
     written agreement for such project and unless otherwise indicated in such
     Additional Services Order or such other written agreement, Amdocs will
     invoice Sprint $[**] to develop and implement the NGPP as defined in the
     letter of agreement between Sprint and Amdocs dated [**] and will grant a
     Discretionary [**] of $[**], to be applied against MSF charges. [**].

     Unless otherwise indicated in the NGPP Additional Services Order or other
     written agreement described in the paragraph above in this Section 6.D.2.3,
     Amdocs will invoice Sprint for the $[**] development and implementation
     fees defined in this Section 6.D.2.3, and will provide [**] against the MSF
     charges according to the following table:



MILESTONE   [**] AMOUNT   [**]AMOUNT
---------   -----------   ----------
                    
[**]           $[**]         $[**]
[**]           $[**]         $[**]
[**]           $[**]         $[**]
[**]           $[**]         $[**]
               -----         -----
   TOTAL:      $[**]         $[**]
               =====         =====


     (3)  [**] Usage Policies and Procedures. The following policies and
          procedures shall apply to Sprint's usage of the [**] set forth above
          and to the method in which Amdocs applies such [**] on invoices issued
          to Sprint: Amdocs will automatically apply [**] earned under Sections
          6.D.2.1 (In-Flight Projects) and 6.D.2.2 (Prepaid Operational Service
          [**]) above, will be applied against future billings in [**]. For
          avoidance of doubt, for purposes of Section 6.D.4 below only, [**]
          described in Section 6.D.2 above are considered earned when Sprint has
          met the requirements set forth in Section 6.D.2 ([**]) above (e.g.,
          the incurrence by Sprint of each $[**] charge, the completion of a
          milestone) and not when such [**] is subsequently applied against
          future billings in accordance with this Section 6.D.3.

     (4)  Any unused, earned [**] upon expiration or termination of the
          Agreement shall be paid to Sprint in cash or, at Sprint's sole
          discretion, may be applied to fees associated with Disentanglement
          provided that Sprint has actually paid the applicable incurred charges
          pursuant to which Sprint earned such [**]. For avoidance of doubt,
          Amdocs shall pay such [**] to Sprint in cash or, at Sprint's sole
          discretion, apply such [**] to fees associated with Disentanglement
          once Sprint has actually paid such incurred charges (even if such
          payment occurs after expiration or termination of the Agreement).

     6E. [**]. Sprint commits to an [**]. In the [**] event of a [**] that
     results in [**] to meet the [**] shall meet [**] should be taken with
     respect thereto.

     The following mechanism will be used for [**] on an [**] basis beginning
     [**] of the date of the [**] the Parties shall calculate the actual
     percentage increase in the total number of Sprint [**] applicable to the
     [**]



                                                                          Page 9


     shall be [**], provided however, that the [**] shall not be [**] and that
     the determination of whether [**] will be determined with reference to the
     [**] during that [**].

     This can be shown using the following equation: [**]. Thus, for example, if
     the [**] and the [**] then the [**] for the [**] would be [**] is
     illustrated [**] + (1 +[**]

     In addition to the [**] will meet a [**], provided that the [**] met [**]
     during any [**] with reference to the [**] during that [**].

     (1)  The Parties agree that the [**] shall be applied on a [**] before the
          [**]. An example of this [**] can be illustrated by [**]. If the
          Agreement is [**] following this [**] to reflect an [**].

     (2)  The Parties will determine whether Sprint has met its [**] through the
          following process. On or around [**], both Sprint and Amdocs will
          independently determine the [**]. This calculation must be completed
          independently for [**] shall then be compared to the [**] as well as
          [**] there are any [**] shall reconcile any variances in the
          calculated amounts, and agree to [**], as well as whether [**].

     (3)  In the event the [**] by which the [**] for any subsequent [**] is
          less than the [**] can be used to [**].

     6.E.3.1. [**]

     6.E.3.2. [**]

     Once a Prepaid Subscriber is migrated to the prepaid platform that is
     expected to be implemented through Sprint's project known as NGPP or with
     respect to any new Prepaid Subscribers on NGPP, the [**] ratio identified
     in Section 6.D.3.1 above will be adjusted for such [**] on NGPP, and will
     instead be:

     6.E.3.3. [**]

     (4)  In the event the Parties agree that Sprint has [**]. If this does not
     result in [**] fulfillment of the [**], a [**] will be calculated to
     determine [**] financial obligation to [**] as a direct result of not
     meeting the [**]. The [**] shall be calculated according to the following
     mechanism.

     6.E.4.1. [**] to determine the [**]. As the [**] has been [**] will be
     comprised only of [**] shall be the [**] of the [**] applicable to the sum
     of the [**] as if all were [**] and the [**] the applicable [**].

     This can be shown using the following example:

     Assume the [**].

     6.E.4.2 If the average [**] to determine the [**] to determine the [**]
     within the [**] will be comprised [**] according to the [**] that is
     expected to be [**] through [**] with respect to any [**] in the previous
     sentence will be [**] for such [**] shall be equal to the [**] applicable
     to the sum of the [**] (as if all were [**] applicable to the sum of the
     [**] as if all were [**] of the applicable rate by the [**].



                                                                         Page 10


     This can be shown using the following example:

     Assume the [**].

     (5)  In the event the Parties agree that Sprint has [**] for the previous
          [**]. In the event the [**] that difference, [**] according to the
          following [**] that is expected to be implemented [**] or with respect
          to any [**] in the previous sentence [**].

     (6)  In the event [**]. The applicable [**] shall be equal to the [**] by
          the [**] (to determine the [**].

     (7)  [**]

     (8)  For the avoidance of doubt, the various subscriber types are defined
          as:

     6.E.8.1. A "Subscriber" has the meaning given in Section 12.1 (Defined
     Terms) of the Agreement.

     6.E.8.2. A "Retail Subscriber" means a Subscriber who is not a [**] or such
     other categories that the Parties may mutually establish pursuant to
     Section 12.1.169 (Subscriber) of the Agreement.

     6.E.8.3. A "Wholesale Subscriber" means a Subscriber which has its billing
     account with a [**] of Sprint (i.e., the end-user customer referred to in
     6.D.8.4 below).

     6.E.8.4. A "Wholesale Customer" means a [**] of Sprint's [**] for such [**]
     (whether under the Sprint brand or otherwise); that is, in the case of
     Wholesale Customer, the relationship with the end-user customer is owned by
     the Wholesale Customer and not by Sprint.

     6.E.8.5. A "Prepaid Subscriber" means a Subscriber for which usage is [**]
     on such Subscriber [**] for such [**] of consumption and continued usage is
     dependent upon maintaining a positive account balance.

     In determining the fractional value of Prepaid Subscribers to offset Retail
     Shortfall, depending upon the status of such Prepaid Subscribers, the
     following table will apply:



STATUS   [**] OF A PREPAID SUBSCRIBER
------   ----------------------------
      
[**]                 [**]%
[**]                 [**]%
[**]                 [**]%
[**]                 [**]%
[**]                 [**]%


          Annex E contains the definitions of each of the Prepaid Subscriber
          statuses described in the table above.

          If the Parties execute an Additional Services Order for Sprint's
          project known as NGPP that provides an alternative definition of a
          Prepaid Subscriber, such definition shall apply to this Schedule D.



                                                                         Page 11


     (9)  Calculation of the MSF

     (a)  Amdocs shall calculate the number of Subscribers through the following
          mechanism. For each bill cycle used for Subscribers, Amdocs will
          determine the number of Subscribers that have been processed during
          that bill cycle. Once the final bill cycle of a [**] been run, Amdocs
          shall calculate the total number of Subscribers that for that [**],
          which is the aggregate of each bill cycle Subscriber count for that
          [**]. These Subscriber values will be calculated independently for
          [**].

     (b)  Amdocs shall invoice Sprint in the MSF for cancelled Subscribers up to
          but not [**] from the date of cancellation. If, after the [**], there
          is new billing activity (e.g. [**], payments) for the Subscriber,
          Amdocs shall invoice Sprint for the MSF for the [**] in which the new
          billing activity occurs. Annex C to this Schedule D provides an
          example of the application of the above provision.

          For each cancelled Subscriber, Amdocs shall set the field
          "STATUS-CODE" in the "BILL-SUBSCRIBER" table of the Customized Product
          to a value of "C".

     (c)  As the Customized Product invoices cancelled Subscribers for up to
          [**] beyond their cancellation date, and in order to comply with the
          provisions of subparagraph (a) above, Sprint and Amdocs shall modify
          the following Customized Product reference tables to be capped in the
          aggregate at [**].

          i.   [**]

          ii.  [**]

     (d)  In addition, in order to comply with the provisions of paragraph (a)
          above, the [**] in the Customized Product logic for the accommodation
          of late charges and adjustments will be [**], but only for the purpose
          of the above compliance. In the event that Subscribers are moved to an
          alternative bill cycle as a result of Load Balancing, Amdocs shall
          invoice Sprint for those Subscribers only [**]. In the event that a
          Subscriber is shifted to a different cycle, Sprint must approve any
          cycle shifting prior to Amdocs completing the shift. Amdocs and Sprint
          shall collectively reconcile any such shifts to ensure Sprint is not
          charged for these Subscribers multiple times.

     (e)  [**] after cancellation for a given cancelled Subscriber, the BAN
          containing that Subscriber has no active Subscribers but still has an
          outstanding balance due or a [**], and that balance or [**] is not in
          a "Written-Off" status in the Customized Product, then for the purpose
          of such invoicing, Amdocs will consider this BAN


                                                                         Page 12


          as having a single Subscriber until such time as the balance or [**]
          is "Written-Off", or the balance becomes [**] as a result of a payment
          being applied or a [**] balance being refunded. [**].

7.   Amdocs Rate for Additional Services. For all Additional Services requested
     by Sprint after the [**], the [**] labor price tiers will be as follows
     (not inclusive of CPI adjustments):

TABLE 7: Amdocs Rate



PAID HOURS (PER YEAR)   INITIAL RATE
---------------------   ------------
                     
[**]                        $[**]
[**]                        $[**]


For avoidance of doubt, the hours of development that are performed by Amdocs
and compensated for by the [**] set forth in this Schedule D shall not be
included in any calculation to determine which tier of the above table applies
in determining the Amdocs Rate applicable to Additional Services.

The above Amdocs Rates may be adjusted no more frequently than [**], commencing
[**] by the rate of [**] as applicable in the definition of Amdocs Rate in the
Agreement.

     7.A. Amdocs Rates and Off-Shore Plan. Amdocs may [**] the use of the [**],
     subject to the following:

     (1)  Amdocs will maintain the existing location and structure of the Amdocs
          team during the initial project, leveraging the experience and timely
          quality delivery of the team, thus reducing risk of quality or delay.
          For avoidance of doubt, the existing location and structure of the
          Amdocs team presently includes the performance of certain Services in
          [**] pursuant to Section 7.8.

     (2)  Upon full completion of conversion and stabilization, Amdocs may
          gradually increase the portion of work provided by its employees in
          [**], including its development center in [**], in accordance with the
          process for offshoring described below.

     (3)  For the avoidance of doubt, "On-Site" shall be defined as any domestic
          Sprint location designated as such by Sprint, "Class A Location" shall
          be defined as any location within the [**], and "Class B Location"
          shall be defined as [**].

     (4)  Whenever Amdocs relocates any services, or changes the proportionate
          volume of services among locations:

     7.A.4.1. If the change is [**] Amdocs may implement the change without
     notice to or consent of Sprint.



                                                                         Page 13


     7.A.4.2. If the change is [**] Amdocs will give prior written notification
     to Sprint and Sprint will have the opportunity to object, but Amdocs
     implementation of the change need not be delayed to obtain Sprint's
     approval.

     7.A.4.3. If the change is [**] Amdocs will give prior written notification
     to Sprint and may not implement the change until Sprint's written approval
     is obtained, such approval not to be unreasonably withheld.

     (5)  The following conditions shall apply when determining whether to
          classify an Operations service change or relocation as [**]:

     7.A.5.1. Any and all movement of Hardware, regardless of location and
     volume, shall be considered as [**]

     7.A.5.2. Any and all activity involving Sprint Restricted Data shall be
     considered as [**]

     7.A.5.3. Any and all relocation of employee management responsibilities
     shall be considered as [**]

     7.A.5.4. The opening of any new data, development, or service facility that
     will support the Sprint business shall be considered as [**]

     7.A.5.5. Any movement [**]% of the total labor force associated with a
     particular service in a particular location shall be considered as [**]

     7.A.5.6. Any movement [**]% of the total labor force associated with a
     particular service in a particular location shall be considered as [**]

     7.A.5.7. Any movement of [**]% of the total labor force associated with a
     particular service in a particular location shall be considered as [**]

     (6)  Amdocs shall provide [**] plan to Sprint, detailing the number of
          resources within each function that it intends to [**], as well as the
          timing associated with such movement. If, at any point within a [**],
          Amdocs intends to [**] resources in a manner that deviates from the
          [**] plan, Amdocs shall notify Sprint of such changes and seek
          Sprint's approval according to the mechanism defined in Section 8.A.5
          of this Schedule D (Charges).

     (7)  Amdocs commits that no Sprint customer-facing positions shall be moved
          [**] at any point during the Term of this Agreement. For avoidance of
          doubt, [**], at no point will a [**] be required to [**].

     (8)  For avoidance of doubt, nothing in this Section 8A shall limit or
          otherwise negate Amdocs' obligation under the Agreement to comply with
          all applicable laws, rules and regulations, which may include, without
          limitation, restrictions and/or prohibitions regarding the performance
          of the Services from locations outside of the United States. In the
          event that (i) a change in an applicable law, rule or regulation
          requires Amdocs to perform certain or all of the Services from
          locations solely in the United States and (ii) such requirement would
          cause Amdocs to have to cease performing Services from locations
          outside of the United States where Amdocs had previously complied with
          all requirements of the Agreement with respect to being permitted to
          perform such Services from locations outside of the United States,
          then the Parties agree to meet in good faith to discuss what impact,
          if any, such requirement may have with respect to the charges set
          forth in this Schedule D and determine by mutual agreement what, if
          any, action should be taken with respect thereto.

     7B. Amdocs agrees that, starting [**], the Amdocs Rate paid by Sprint for
     all Additional Services will be reduced by [**].



                                                                         Page 14


     Amdocs agrees that, should the amount of Additional Services work conducted
     offshore [**] of the total Additional Services work completed for a
     particular [**], the Amdocs Rate will be further reduced, and the Parties
     will meet to determine the amount by which the Amdocs Rate would be further
     reduced.

     7C. Additional Services Fee. Sprint shall pay Amdocs for the Additional
     Services the Additional Services Fee as provided for in the Additional
     Services Orders, which will be calculated based upon the Amdocs Rates for
     Additional Services defined above.

     7D. Additional Development Commitments. Sprint agrees to engage Amdocs to
     perform Additional Services (in addition to the other services otherwise
     provided for herein) in an amount of $[**] in calendar year [**] and in an
     amount of $[**] in each of calendar years [**] (for each calendar year, as
     applicable, the "Additional Development Commitment").

     (1)  In the event Sprint has not met its Additional Development Commitment
          for a given calendar year, Sprint will compensate Amdocs by paying
          [**] the annual Additional Development Commitment and the actual
          amount paid for Additional Services within that calendar year.

8.   Envelope Parameters. To the extent that Schedule L (Envelope Parameters) to
     the Agreement contemplates any additional fees to be payable by Sprint to
     Amdocs in the event that an envelope parameter stated therein is exceeded,
     then [**].

9.   Other Charges. Any other services of Amdocs that are requested by Sprint
     and are not within the scope of the Services as of the date of execution
     hereof shall be paid for by Sprint in accordance with the provisions of
     Section 5.1.2 (Adjustment of Charges) of the Agreement. Amdocs shall
     invoice Sprint for such other services [**], unless a fixed price
     arrangement is agreed upon by the Parties, where, in such a case, the
     Parties will agree on the payment terms.

10.  Reimbursable Expenses. Sprint shall reimburse Amdocs for all travel and
     living expenses of its personnel participating in the performance of this
     Agreement in accordance with Annex A to this Schedule D.

11.  Production CR Charges

(i) Sprint shall pay Amdocs for the Production CRs the Production CRs Charges as
provided for in the Production CRs SOWs. However, if no specific fixed price
amount is agreed upon for a



                                                                         Page 15


particular Production CR and specified in the applicable Production CRs SOW,
Amdocs shall charge Sprint and Sprint shall pay Amdocs for all of Amdocs'
efforts performing such Production CRs at the then current Amdocs Rate (for the
avoidance of doubt, the provisions of Section 8 of this Schedule D shall apply
with regard to Amdocs' development efforts of the Production CRs).

(ii) In addition, in the event that an Impact Assessment Document is created by
Amdocs for a particular Production CR pursuant to the Fast Track Procedure and
Sprint then decides not to proceed with development of that Production CRs
(either at all or a decision is made to include such development within an
Additional Release), then Sprint shall pay Amdocs for the efforts spent in
producing the Impact Assessment Document up to the maximum amount (if any) of
Additional Services hours stated in the applicable Production CRs SOW at the
then current Amdocs Rate (for the avoidance of doubt, the provisions of Section
8 of this Schedule D shall apply with regard to such payment). If a decision is
made to include such development within an Additional Release then, for
avoidance of doubt, Amdocs shall not be able to charge Sprint as part of that
Additional Release for Services and Deliverables already charged for pursuant to
the procedures set forth in this paragraph for Production CRs. For avoidance of
doubt, the Additional Services Order for the Additional Release to which such
development is moved may reflect any incremental development costs associated
with such development as a result of including such development as part of the
Additional Release.

12.  [**] Pass Through Services. For the period for which Sprint has elected to
     receive the [**] Pass Through Services from Amdocs in accordance with
     Section 5.5 of the Agreement and Schedule R, Sprint shall pay Amdocs for
     the [**] Pass Through Services under this Agreement in accordance with the
     provisions of Section 5.5 ([**] Pass Through Services) of the Agreement.
     Such payment by Sprint shall be made as follows:

     [**], Amdocs will submit to Sprint an invoice which will consist of the
          following:

          a)   Amdocs' conservative estimate for the amount due to Amdocs for
               the [**] Pass Through Services to be performed under this
               Agreement during the current billing period of the [**] ("Billing
               Period"); and

          b)   the final amount due to Amdocs for the [**] Pass Through Services
               performed under this Agreement during the Billing Period which
               immediately precedes the Billing Period referred to in paragraph
               (a) above, minus the estimated



                                                                         Page 16


               amount charged by Amdocs for the [**] Pass Through Services
               rendered during such earlier Billing Period ("True-Up").

13.  Customer Invoices.

Upon Sprint's request, Amdocs shall retrieve from the Data Center archives, and
provide to Sprint within five (5) business days of Sprint's request, any
customer invoice designated by Sprint. The first [**] of such invoices in a
calendar year will be provided to Sprint at no additional charge. Any invoice
above the initial [**] will be provided to Sprint for a fee of $[**]

14.  General Terms and Assumptions. Amdocs prices are charged and paid in US
     Dollars.



                                                                         Page 17


                                     ANNEX A

                         Reimbursable Expenses Structure

1.   Travel and Living Expenses

     1.1. Travel from St. Louis, MO, U.S.A.:



                      Daily Living
Destination:            Expenses:       Airfare:
------------          ------------   -------------
                               
Israel/Cyprus/[**]       US$[**]     See 1.5 below
Overland Park            US$[**]        US$[**]
Reston                   US$[**]        US$[**]
Atlanta/Denver           US$[**]        US$[**]
Champaign                US$[**]        US$[**]


     1.2. Travel from Champaign, IL, U.S.A.:



                      Daily Living
Destination:            Expenses:       Airfare:
------------          ------------   -------------
                               
Israel/Cyprus/[**]       US$[**]     See 1.5 below
Overland Park            US$[**]        US$[**]
St. Louis                US$[**]        US$[**]
Atlanta/Denver           US$[**]        US$[**]
Reston                   US$[**]        US$[**]


     1.3. Travel from Reston, VA, U.S.A.:



                      Daily Living
Destination:            Expenses:       Airfare:
------------          ------------   -------------
                               
Israel/Cyprus/[**]       US$[**]     See 1.5 below
Overland Park            US$[**]        US$[**]




                                                                         Page 18


                               
Champaign                US$[**]        US$[**]
St. Louis                US$[**]        US$[**]
Atlanta/Denver           US$[**]        US$[**]



     1.4. Travel from Overland Park, KS, U.S.A.:



                      Daily Living
Destination:            Expenses:       Airfare:
------------          ------------   -------------
                               
Israel/Cyprus/[**]       US$[**]     See 1.5 below
Champaign                US$[**]        US$[**]
St. Louis                US$[**]        US$[**]
Atlanta/Denver           US$[**]        US$[**]
Reston                   US$[**]        US$[**]


     1.5. Whenever Amdocs will utilize its employees or Subcontractors'
          employees who are located at sites other than St. Louis, Champaign,
          Overland Park, or Reston, Sprint shall reimburse Amdocs for travel
          expenses in the amount specified for a round trip from Overland Park,
          KS to the Sprint site.

2.   Details of Expenses

     The Daily Living Expenses and the Airfare, as stated above, are comprised
     of the following:

     2.1. Airfare:

          -    The airfare cost to the specified site is an economy class
               airfare, the terms of which are in accordance with Amdocs'
               company policy and procedure.

     2.2. Per diem Expenses:

          According to Amdocs' company policy, the current per diem expenses are
          (not to exceed):

                        
Within the United States   US$[**]





                                                                         Page 19


                        
Israel/Cyprus              US$[**]
[**]                       US$[**]



     2.3. Hotel:

          The average hotel cost per night, per each site, is as follows:

              
Israel/Cyprus    US$[**]
[**]             US$[**]
Overland Park    US$[**]
Reston           US$[**]
Champaign        US$[**]
Atlanta/Denver   US$[**]
St. Louis        US$[**]



     2.4. Car Rental and Transportation

          The average car rental cost, together with additional transportation
          costs which may be required, for each site, is as follows:

              
Israel/Cyprus    US$[**]
[**]             US$[**]
Overland Park    US$[**]
Reston           US$[**]
Champaign        US$[**]
Atlanta/Denver   US$[**]
St. Louis        US$[**]





                                                                         Page 20

     2.5. Total Daily Living Expenses:



Destination      Per diem    Hotel    Transportation    Total
-----------      --------   -------   --------------   -------
                                           
Israel/Cyprus    US$[**]    US$[**]       US$[**]      US$[**]
[**]             US$[**]    US$[**]       US$[**]      US$[**]
Overland Park    US$[**]    US$[**]       US$[**]      US$[**]
Reston           US$[**]    US$[**]       US$[**]      US$[**]
Champaign        US$[**]    US$[**]       US$[**]      US$[**]
Atlanta/Denver   US$[**]    US$[**]       US$[**]      US$[**]
St. Louis        US$[**]    US$[**]       US$[**]      US$[**]


3.   All the above mentioned prices are inclusive of currently known tax.

4.   The above-mentioned prices will be updated once a year, subject to review
     of the then current applicable expenses and agreement between the Parties
     regarding the updated amounts, based upon the above review.

5.   In no event will Sprint be required to reimburse Amdocs for travel and
     living expenses hereunder in excess of [**] Dollars ($[**]) per year during
     the Term.

6.   [**]Sprint's obligation to reimburse Amdocs for its travel and living
     expenses hereunder will be subject to: (i) Amdocs providing a report on (in
     a form to be agreed by the Parties), and supporting documentation for, such
     expenses on a monthly basis to Sprint's Program Manager; and (ii) the
     Sprint Program Manager's reasonable approval of such expenses, based on his
     review of such report and supporting documentation.


                                                                         Page 21


                                     ANNEX B

                            Amdocs' Generic Products

                                      [**]



                                                                         Page 22


                                    ANNEX C

                                 Examples of MSF
                                   Calculation

                                  (FLOW CHART)



                                                                         Page 23


                                     ANNEX D

                  In-Flight Projects and Associated Fixed Fees



ITEM   PROJECT NAME   FIXED FEE
----   ------------   ---------
                
   1   [**]             $[**]
   2   [**]             $[**]
   3   [**]             $[**]
   4   [**]             $[**]
   5   [**]             $[**]
   6   [**]             $[**]
   7   [**]             $[**]
   8   [**]             $[**]
   9   [**]             $[**]
  10   [**]             $[**]
  11   [**]             $[**]
  12   [**]             $[**]
  13   [**]             $[**]
  14   [**]             $[**]
  15   [**]             $[**]
  16   [**]             $[**]
  17   [**]             $[**]
  18   [**]             $[**]
  19   [**]             $[**]
  20   [**]             $[**]
  21   [**]             $[**]
  22   [**]             $[**]
  23   [**]             $[**]
  24   [**]             $[**]
  25   [**]             $[**]
  26   [**]             $[**]
  27   [**]             $[**]
  28   [**]             $[**]
  29   [**]             $[**]
  30   [**]             $[**]
  31   [**]             $[**]
  32   [**]             $[**]
  33   [**]             $[**]
  34   [**]             $[**]




                                                                         Page 24




ITEM   PROJECT NAME   FIXED FEE
----   ------------   ---------
                
  35   [**]             $[**]
  36   [**]             $[**]
  37   [**]             $[**]
  38   [**]             $[**]
  39   [**]             $[**]
  40   [**]             $[**]
  41   [**]             $[**]
  42   [**]             $[**]
  43   [**]             $[**]
  44   [**]             $[**]
  45   [**]             $[**]
  46   [**]             $[**]
  47   [**]             $[**]
  48   [**]             $[**]
  49   [**]             $[**]
  50   [**]             $[**]
  51   [**]             $[**]
  52   [**]             $[**]
  53   [**]             $[**]
  54   [**]             $[**]
  55   [**]             $[**]
  56   [**]             $[**]
  57   [**]             $[**]
  58   [**]             $[**]
  59   [**]             $[**]
  60   [**]             $[**]
  61   [**]             $[**]
  62   [**]             $[**]
  63   [**]             $[**]
  64   [**]             $[**]
  65   [**]             $[**]
  66   [**]
  67   [**]             $[**]
  68   [**]             $[**]
  69   [**]             $[**]
  70   [**]             $[**]
  71   [**]             $[**]
  72   [**]             $[**]
  73   [**]             $[**]
  74   [**]             $[**]




                                                                         Page 25




ITEM   PROJECT NAME   FIXED FEE
----   ------------   ---------
                
  75   [**]             $[**]
  76   [**]             $[**]
  77   [**]             $[**]
  78   [**]             $[**]
  79   [**]             $[**]
  80   [**]             $[**]
  81   [**]             $[**]
  82   [**]             $[**]
  83   [**]             $[**]
  84   [**]             $[**]
  85   [**]             $[**]
  86   [**]             $[**]
  87   [**]             $[**]
  88   [**]             $[**]
  89   [**]             $[**]
  90   [**]             $[**]
  91   [**]             $[**]
  92   [**]             $[**]
  93   [**]             $[**]
  94   [**]             $[**]
  95   [**]             $[**]
  96   [**]             $[**]
  97   [**]             $[**]
  98   [**]             $[**]
  99   [**]             $[**]
 100   [**]             $[**]
 101   [**]             $[**]
 102   [**]             $[**]
 103   [**]             $[**]
 104   [**]             $[**]
 105   [**]             $[**]




                                                                         Page 26




ITEM   PROJECT NAME   FIXED FEE
----   ------------   ---------
                
 106   [**]             $[**]
 107   [**]             $[**]
 108   [**]             $[**]
 109   [**]             $[**]
 110   [**]             $[**]
 111   [**]             $[**]
 112   [**]             $[**]
 113   [**]             $[**]
 114   [**]             $[**]
 115   [**]             $[**]
 116   [**]             $[**]
 117   [**]             $[**]
 118   [**]             $[**]
 119   [**]             $[**]
 120   [**]             $[**]
 121   [**]             $[**]
 122   [**]             $[**]
 123   [**]             $[**]
 124   [**]             $[**]
 125   [**]             $[**]
 126   [**]             $[**]
 127   [**]             $[**]
 128   [**]             $[**]
 129   [**]             $[**]
 130   [**]             $[**]
 131   [**]             $[**]
 132   [**]             $[**]
 133   [**]             $[**]
 134   [**]             $[**]
 135   [**]             $[**]
 136   [**]             $[**]
 137   [**]             $[**]
 138   [**]             $[**]
 139   [**]             $[**]
 140   [**]             $[**]
 141   [**]             $[**]
 142   [**]             $[**]




                                                                         Page 27




ITEM   PROJECT NAME   FIXED FEE
----   ------------   ---------
                
 143   [**]             $[**]
 144   [**]             $[**]
 145   [**]             $[**]
 146   [**]             $[**]
 147   [**]             $[**]
 148   [**]             $[**]
 149   [**]             $[**]
 150   [**]             $[**]




                                                                         Page 28


                                     ANNEX E
                        PREPAID SUBSCRIBER STATUS STATES



STATUS        DEFINITION AND MAIN CHARACTERISTICS               ALLOWED                    NOT ALLOWED
------      ---------------------------------------   ---------------------------   ------------------------
                                                                           
ACTIVE      [**]                                      [**]

EXPIRED     [**]                                      [**]                          [**]

SUSPENDED   [**]                                      [**]                          [**]

CANCELED    [**]                                      [**]                          [**]

CLOSED      [**]                                      [**]                          [**]



                                   SCHEDULE E

                                  DATA CENTERS

Location 1: 2109 Fox Drive
            Champaign IL 61820

Location 2: [**]

Location 3: 5555 Windward Parkway
            Alpharetta, GA 30004
            (Disaster Recovery)



                                   SCHEDULE F

                               STEERING COMMITTEE

                            Sprint's Representatives



Name   Title
----   -----
    
[**]    [**]
[**]    [**]
[**]    [**]
[**]    [**]


                             Amdocs' Representatives



Name   Title
----   -----
    
[**]    [**]
[**]    [**]
[**]    [**]
[**]    [**]




                                   SCHEDULE G
                              LIST OF KEY PERSONNEL

Amdocs Critical Personnel

[**]

Amdocs Key Personnel

[**]

Sprint-Nextel Key Personnel

[**]



Schedule H - Overall Timeline

[**] RELEASES

[**]



                 Phase                    Completion Date
                 -----                    ---------------
                                       
-    Functional Verification Sessions           [**]
     (Discover Phase)
-    Impact Assessment Workflow Session         [**]
     (Discover Phase)
-    Design Phase                               [**]
-    Develop Phase                              [**]
-    Testing        (Deploy Phase)              [**]
-    Implement (Deploy Phase)                   [**]


[**]



                 Phase                    Completion Date
                 -----                    ---------------
                                       
-    Impact Assessment Workflow Session         [**]
     (Discover Phase)
-    Design Phase                               [**]
-    Develop Phase                              [**]
-    Testing (Deploy Phase)                     [**]
-    Implement (Deploy Phase)                   [**]


[**]



                 Phase                    Completion Date
                 -----                    ---------------
                                       
-    Impact Assessment Workflow Session         [**]
     (Discover Phase)
-    Design Phase                               [**]
-    Develop Phase                              [**]
-    Testing (Deploy Phase)                     [**]
-    Implement (Deploy Phase)                   [**]


[**]



                 Phase                    Completion Date
                 -----                    ---------------
                                       
-    Impact Assessment Workflow Session         [**]
     (Discover Phase)
-    Design Phase                               [**]
-    Develop Phase                              [**]
-    Testing (Deploy Phase)                     [**]
-    Implement (Deploy Phase)                   [**]




DATA CONVERSIONS

     1. [**]

     DATA CONVERSION - DETAIL (CONVERSIONS 1 & 2)

          -    Tables & Price Plan Mapping - [**]

          -    Hardware Procurement & setup - [**]

          -    Conversion Engine, [**]

          -    Tables and Price Plan Maintenance - [**]

          -    Conversion Code Maintenance - [**]

          -    Defect Resolution - [**]

          -    Mock Conversion 1 - [**]

          -    Mock Conversion 2 - [**]

          -    Mock Conversion 3 - [**]

          -    Mock Conversion 4 - [**]

          -    Conversion 1 - [**]

          -    Mock 2.1 - [**]

          -    Mock 2.2 - [**]

          -    Mock 2.3 - [**]

          -    Mock 2.4 - [**]

          -    Conversion 2 - [**]



                                   SCHEDULE I

                              EXIT FEE COMPUTATION

The Exit Fee for [**] (except with respect to Additional Services for which any
separate Exit Fee (if any) is set forth in Schedule I1 (Exit Fee Computation for
Additional Services)) shall be as specified in the table below:



       AMOUNT
[**]   (US $)
----   ------
    
[**]    $[**]
[**]    $[**]
[**]    $[**]
[**]    $[**]
[**]    $[**]
[**]    $[**]
[**]    $[**]
[**]    $[**]
[**]    $[**]
[**]    $[**]


*    If the date upon which the [**] is successfully achieved results in the
     Term of the Agreement expiring during: [**], then there shall be an Exit
     Fee of $[**] applicable during the [**] only and no Exit Fee for the
     remaining [**]; (ii) [**] then there shall be an Exit Fee of $[**]
     applicable during the [**], an Exit Fee of $[**] applicable during the
     [**]; (iii) [**], then there shall be an Exit Fee of $[**] applicable
     during the [**] an Exit Fee of $[**] applicable during the [**] an Exit Fee
     of $[**] applicable during the [**] only and no Exit Fee for the [**]; or
     (iv) [**], then there shall be an Exit Fee of $[**] applicable during the
     [**], an Exit Fee of $[**] applicable during the [**], an Exit Fee of $[**]
     applicable during the [**], an Exit Fee of $[**] applicable during the [**]
     only and no Exit Fee for the [**]. For avoidance of doubt, (a) in no event
     shall this paragraph be construed to result in the existence of an Exit Fee
     for [**] or thereafter and (b) no Exit Fee shall apply to a natural
     expiration of the Term.



                                   SCHEDULE I1

                  EXIT FEE COMPUTATION FOR ADDITIONAL SERVICES

With respect to each Additional Services Order, the Exit Fee for each [**] shall
be as set forth below.

The Legacy Additional Services set forth in Section 2 of Schedule K (Legacy
Additional Services) shall have no Exit Fee in [**].

With respect to any future Additional Services Order that the Parties agree
shall have an Exit Fee, the Exit Fee for [**] for such Additional Services Order
shall be specified in a table such as the one below:



       AMOUNT
[**]   (US $)
----   ------
    



For avoidance of doubt, no Exit Fee applicable to an Additional Services Order
shall apply to [**] of such Additional Services Order.



                                   Schedule J
                                Diversity Policy

1.0  DEFINITIONS

"CERTIFIED DIVERSE SUPPLIER" means a supplier that has been certified by a
qualified independent third-party agency as one or more of the following:

     -    Woman-owned business

     -    HUBZone business concern

     -    Service-disabled veteran-owned business

     -    Small business (US Small Business Administration certification only)

     -    Minority-owned business

     -    8(a) business concern

     -    Veteran-owned business

     -    HBC/U (Historically Black Colleges & Universities)

     -    Small disadvantaged business

"UTILIZATION REQUIREMENTS" means the target percentages for Amdocs' use of
Certified Diverse Suppliers in providing products and Services.

2.0  SCOPE

This Schedule J sets forth Sprint's supplier diversity policy and Amdocs'
obligations under that policy, including Amdocs' use of Certified Diverse
Suppliers and the regular reporting of such use.

3.0  POLICY

Sprint's supplier diversity policy requires that Certified Diverse Suppliers
will have the maximum practicable opportunity to participate in providing
products and Services to Sprint to the fullest extent consistent with efficient
contract performance.



4.0  AMDOCS' GOOD FAITH EFFORTS

Amdocs' failure to use good faith efforts to comply with this Schedule,
including Amdocs' failure to provide quarterly reports or to cooperate in any
investigation conducted by Sprint of Amdocs' performance under this Schedule (as
agreed to herein below), will be considered a material breach by Amdocs of this
Agreement. If Sprint reasonably determines that Amdocs has not made good faith
efforts (i.e. willfully or intentionally failing to comply with its Diversity
Plan) to comply with any provision of this Schedule, Sprint will provide written
notice that Amdocs is in material breach of this Agreement. For the avoidance of
doubt, where Amdocs has executed Commercially Reasonable Efforts to achieve its
Utilization Requirements as set in Section 7 to this Schedule, failure by Amdocs
to reach its Utilization Requirements shall not be considered a Default or a
breach of the Agreement or this Schedule.

5.0  AMDOCS' REQUIREMENTS

Amdocs agrees to cooperate in any studies or surveys that may be conducted by
Sprint representatives or federal or state agencies to determine the extent of
Amdocs' compliance with this Schedule, in so far as they are obligated by the
applicable law and regulations.

6.0  AMDOCS DIVERSITY PLAN

     6.1. Within 30 calendar days of the Effective Date, Amdocs will provide
          Sprint with a strategic supplier diversity subcontracting plan
          outlining the methodology to be used by Amdocs to meet its contractual
          obligation to Sprint regarding the use of Certified Diverse Suppliers
          ("Diversity Plan").

          6.1.1. Amdocs' Diversity Plan must, at a minimum, address the
               following:

               (a)  Amdocs will fairly consider Certified Diverse Suppliers for
                    use as Amdocs' subcontractors and vendors under this
                    Agreement.

               (b)  Amdocs' Utilization Requirements.

               (c)  Records documenting (i) procedures adopted by Amdocs to
                    comply with this Schedule, including the establishment of a
                    Certified Diverse Suppliers source list; (ii) awards made to
                    Certified Diverse Suppliers on the source list; and (iii)
                    specific efforts to identify and award contracts to
                    Certified Diverse Suppliers.

               (d)  Name and contact information of Amdocs' liaison manager
                    designee responsible for interfacing with Sprint's supplier
                    diversity department and administering Supplier's Diversity
                    Plan.



7.0  UTILIZATION REQUIREMENT

Amdocs must make Commercially Reasonable Efforts to meet the targeted diversity
vendor spend of [**] annually or over the term of the Agreement of Amdocs'
revenues from this Agreement, via the use of First, Second and Third Tier vendor
arrangements. The above target will be gradually increased from the above [**]
percent([**]%) to [**] percent ([**]%) by no later than the year [**]. Amdocs
will satisfy the Utilization Requirement through the use of Certified Diverse
Suppliers and may include all or part of its subcontractors who do not provide
services or deliverables under this Agreement in calculating its aggregate
Certified Diverse Supplier procurement spend for this Agreement. The Utilization
Requirement calculation is based on GAAP revenue and expense.

In this Schedule J:

     -    "Commercially Reasonable Efforts" are defined as those business
          activities that allow Amdocs to successfully meet its commitments to
          Sprint under this Schedule in the most timely, efficient, and cost
          effective manner possible, while still actively promoting the use of
          Certified Diverse Suppliers.

     -    "First Tier" arrangements are defined as situations in which Amdocs
          directly contracts with Certified Diverse Suppliers for goods and
          services directly used in meeting the requirements of Sprint contained
          in the Agreement.

     -    "Second Tier" arrangements are defined as situations in which Amdocs
          directly contracts with Certified Diverse Suppliers for goods and
          services in the normal course of business, but that are not directly
          used to meet the requirements of Sprint contained in the Agreement.

     -    "Third Tier" arrangements are defined as situations in which Amdocs is
          allowed "credit" for goods and services that although they were not
          directly purchased from a Certified Diverse Suppliers by Amdocs,
          itself, they were purchased by vendors to Amdocs, pursuant to meeting
          the needs of Sprint contained in the Agreement. An example of a "Third
          Tier spend" would be Amdocs requirement that the general contractor
          used to build a new data center for Sprint use Certified Diverse
          Suppliers for a portion of its contract with Amdocs.

8.0  REPORTING

     8.1. Amdocs will, within [**] of the end of each [**], submit [**] reports
          detailing its use of Certified Diverse Suppliers to meet the
          Utilization Requirement under this Agreement. Amdocs will submit these
          reports in a reasonable Sprint-specified format. The reports will be
          electronic and must include: (1) the total amount of invoices,
          expressed in dollars for payment by Sprint to Amdocs, for Services and
          Deliverables under this



          Agreement; (2) Payments made to a Certified Diverse Supplier for the
          Services and Deliverables provided under this Agreement (2nd and 3rd
          Tier), the total amount, expressed in dollars, during that [**]; and
          (3) the total amount, expressed in dollars, which includes Amdocs'
          indirect 2nd and 3rd Tier spend.

     8.2. Before the Effective Date, Amdocs must register at the following
          Sprint website: www.sprint.com/supplierregistration. The terms and
          conditions of the above website shall not affect Amdocs' undertakings
          in this Schedule J and shall be governed by the provisions of the
          Agreement (i.e. in case of inconsistency between the provisions of the
          Agreement and the provisions set in the above website, the provisions
          of the Agreement shall apply). A Sprint-approved list of independent
          third-party agencies for certification purposes can be found at this
          website.


                                   SCHEDULE K
                           LEGACY ADDITIONAL SERVICES

This Schedule K outlines the Legacy Additional Services Amdocs provided to the
legacy Nextel organization and that Sprint expects Amdocs will continue to
provide under the Agreement. This Schedule K is broken up into two separate
sections. Section 1 addresses those Legacy Additional Services Amdocs will
continue to provide to Sprint, which shall be solely funded through the Monthly
[**] outlined in the Agreement and Schedule D (Charges). Section 2 addresses
those Legacy Additional Services Amdocs will continue to provide to Sprint and
which shall be funded [**] Monthly [**] outlined in the Agreement and Schedule D
(Charges). All services and related fees are in effect [**].

SECTION 1 - LEGACY ADDITIONAL SERVICES FUNDED VIA MONTHLY [**]

Table 1 below represents a listing of Additional Services Orders, which services
Amdocs was providing to the legacy Nextel under the Original Agreement. All of
the services associated with the ASOs listed below shall continue to be provided
by Amdocs as per Schedule B (R&R), with the funding for such ASOs included
within the Monthly [**] Sprint shall pay to Amdocs:

TABLE 1



ASO#   ASO DESCRIPTION
----   ---------------
    
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]




ASO#   ASO DESCRIPTION
----   ---------------
    
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]

[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]
[**]         [**]




SECTION 2 - LEGACY ADDITIONAL SERVICES FUNDED [**] MONTHLY [**]

The Services listed in Section 2 represent specific Services that Amdocs was
providing to the legacy Nextel organization under the Original Agreement. It is
Sprint's election that these services shall continue to be provided by Amdocs,
with the funding for such Services to be provided as outlined with each specific
Service.

2.1. [**]

Amdocs will provide the following Additional Services relating to [**] business
operations and support:

2.1.1 DESCRIPTION OF SERVICES:

PROCESS ISSUES INVESTIGATION AND RESOLUTION:

Amdocs Tier 2 Helpdesk, Business Operations teams as well as Data Management
team will support Nextel's requests for process issues investigation and
resolution. Amdocs will address issues created by the downstream parties
involved in the process, such as [**].

The [**] team maintains [**] tickets as a tool for Nextel users to communicate
issue analysis requests (these tickets are not defect-related, but deal with
questions or special requests for research).

Addressing these issues requires various activities, depending on the nature of
the issue:

     -    development and execution of scripts to perform mass updates

     -    Specific updates to Ensemble data to reflect certain customers' port
          status

     -    Development, test and execution of ad-hoc reports that are not related
          to defects or issues incurred by Amdocs, as requested by Nextel

Process issue includes the research and analysis of exception codes reported by
[**] and [**] versus those of Ensemble. For example, transactions that are
failing due to table mismatches, [**] changes, [**] mapping problems.

For the avoidance of doubt this Additional Service Order does not include the
maintenance services, as per Section 1.3 of the Agreement, but reflects
Additional Services being executed by Amdocs above and beyond maintenance of the
system.

PORT-IN RECONCILIATION



This service involves investigation of status discrepancies between [**] and
Ensemble reporting for Port In requests, as well as coordinating any script
activities (development and execution) required to bring the statuses in sync.

     SERVICE SCOPE

     Initial investigation into the current statuses of requests which are
     reported as missing from Ensemble reporting, or reported as "out-of-sync"
     with [**] reporting. Results will be provided to Sprint in order for the
     next steps to be determined. Once Sprint has advised of the next steps to
     be taken, Amdocs will perform the steps prior to the next week's
     reconciliation reports being generated. Meeting this requirement would also
     be dependent upon when Sprint has advised Amdocs of the steps to perform.

PORT-OUT RECONCILIATION

This service involves investigation of status discrepancies between [**] and
Ensemble reporting for Port Out requests, as well as coordinating any script
activities required to bring the statuses in sync.

     SERVICE SCOPE

     Initial investigation into the current statuses of requests which are
     reported as missing from Ensemble reporting, or reporting as "out-of-sync"
     with [**] reporting. Results will be provided to Sprint along with the
     action items which will be taken based on those results. Once the action
     items are performed, Amdocs will provide the results of those actions prior
     to the next reconciliation reports being generated. Meeting this
     requirement would also be dependent upon when Sprint has advised Amdocs of
     the steps to perform.

REPORTS GENERATION AND INVESTIGATION

The Business Operations (BOPS) team monitors that all [**] reports are delivered
on a timely manner. The BOPS team investigates issues with report creation or
discrepancies in the reports per notification from Sprint. The developers in the
front-end production team support the BOPS investigation as well as make
additional changes to the [**] reports. Below are the [**] reports that are
supported:

[**]

PROCESS MANAGEMENT & FOLLOW-UP

Amdocs is represented at Sprint [**] management calls which are currently
conducted [**], aiming at resolution of open issues that involve the different
parties.



Amdocs' above representation may include representatives from BOPS, Tier 2
Helpdesk, Release Management and Development based on the need.

Amdocs participates in the planning and coordination process towards
[**] upgrades.

For the avoidance of doubt, any changes or development work or third party
changes that might be required because of [**] changes or upgrades are not
included under this Additional Service Order.

2.1.2 FEES AND PAYMENTS:

Sprint shall pay Amdocs for the Additional Services to be provided under Section
2.1.1 an on-going fee as follows:



No. of [**] related Help Desk tickets        [**] Fee
------------------------------------------   --------
                                          
                   [**]                        [**]
                   [**]                        [**]
                   [**]                        [**]
                   [**]                        [**]


*    Sprint and Amdocs will [**] the incremental effort and payment required for
     such volume of tickets per [**].

Amdocs will notify Sprint on a [**] basis the number of [**] related Help Desk
tickets for the previous [**] and the average number of [**] related Help Desk
tickets for the [**].

At the end of each [**] Amdocs will invoice Sprint, if needed, based on the
number of [**] related Help Desk tickets for that [**] and in accordance with
the table above (e.g. if the number of [**] related tickets for a [**] is [**],
Amdocs will charge Sprint $[**] for the [**]).

The amounts specified in the table above shall be increased [**], on each [**],
as per the definition of the Amdocs Rate in the Agreement.

2.2 [**]

2.2.1 DESCRIPTION OF SERVICES:

     -    Processing files from Sprint for voice, data, [**], dispatch and 3G.

     -    Create and manage audit control log for all the files and records
          received.



     -    Apply drop rules and format data for guiding and rating.

     -    Split records based on predefined rules such as partners and 3rd
          parties.

     -    Combine records based on aggregate rules defined in the system.

     -    Create error records when events do not have sufficient data.

     -    Auto recovery process - if a job failed it can be restarted after
          correction.

     -    Comprehensive reporting indicating messages processed and dropped
          based on drop reasons.

     -    End to end auditing for each event received.

     -    TMS (CSV format) reports to Sprint for QA and daily balancing.

     -    Disaster recovery per Overall DR plan

     -    Fixing issues code/data per SLA.

     -    Processing of events per SLA.

     -    Monthly builds addressing defects.

     -    Maintain systems and applications and support release upgrades.

2.2.2 FEES AND PAYMENTS:

Sprint shall pay Amdocs for the Additional Services described in Section 2.2.1
as follows:

     1.   [**], to be invoiced by Amdocs upon execution of the Agreement

     2.   For any month Sprint elects to utilize the Amdocs [**] service, Amdocs
          shall charge a monthly fee, starting [**] and each such month after
          that, as per the table below:



Number of Subscribers   Monthly fee
---------------------   -----------
                     
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]


In the event Sprint elects to utilize [**] services (other then via Amdocs),
Sprint shall provide at least [**] prior written notice to Amdocs of such
election and the Parties shall meet to discuss any modifications to the
Agreement that may be required as a result of such election.



2.3  [**]

2.3.1 DESCRIPTION OF SERVICES:

Amdocs will provide the following Additional Services relating to [**] for the
UBP platform:



       Service       Note
      ---------   ---------
            
1        [**]
2        [**]     [**]
3        [**]     [**]
4        [**]
5        [**]


2.3.2 FEES AND PAYMENTS:

Sprint shall pay Amdocs for the Additional Services described in Section 2.3.1
as follows:

     1.   [**], to be paid upon [**].

     2.   [**] Sprint elects to [**] the Amdocs [**] service, Amdocs shall
          charge Sprint a monthly fee, [**] and each such month after that, as
          per the table below:



Number of Subscribers   Monthly fee
---------------------   -----------
                     
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]
         [**]               [**]


In the event Sprint elects to utilize [**] services (other then via Amdocs),
Sprint shall provide at least [**] prior written notice to Amdocs of such
election and the Parties shall meet to discuss any modifications to the
Agreement that may be required as a result of such election.



2.4  [**]

2.4.1 DESCRIPTION OF SERVICES:

Amdocs will provide on-going maintenance for the [**] production support
environment.

Under this service, Amdocs will provide on-going maintenance of the [**]
production support environment for Sprint data only through the performance of
the following services:

-    Support of the environment will be [**]. This should reflect a time stamp
     of [**] after the Ensemble Production environment becomes available.

-    Provision of the resources to maintain both the hardware and the software
     needed to manage the environment.

-    Maintenance and support of the environment will be performed by Amdocs as
     follows:

     -    Amdocs will provide a copy of the Ensemble [**] and [**].

     -    Amdocs will provide disk space to match the growth of the production
          customer database at no additional charge to Sprint. Any additional
          disk space will be supplied by Sprint.

     -    Amdocs will provide access to the UNIX command lines. SQL access and
          [**] access is required and such applications will be compatible for
          access with the most recent version made available.

     -    Amdocs will limit security for the environment to the [**] and Data
          Management teams; the assumption is that no other groups will require
          access to this environment [**].

     -    Amdocs will provide full refresh of Ensemble tables, daily, to include
          all production tables (applications, references and operational), and
          the following [**].

     -    Amdocs will perform full refreshes daily, and these will be completed,
          and the environment made available [**] after the Ensemble production
          environment becomes available.

     -    The refresh will not start until after [**], that is to say it will
          generally be after [**].

     -    Amdocs will provide Nextel with the ability to start the application
          that initiates the [**] or [**] process.

     -    Amdocs will give Nextel the ability to run activities for [**] and any
          other Amdocs-developed scripts or applications requested by Nextel.

     -    Amdocs will support an automated export and import process for all
          tables created within the environment beyond the Ensemble tables that
          are replicated from the Production environment. The scripts for the
          export and import of these temporary tables are owned and maintained
          by Sprint. Sprint will initiate the export script and Amdocs will tag
          the import script to the end of the BCV split (refresh) process.



     -    Amdocs will send [**] text notification to [**] members (as identified
          and provided by Sprint) of the success or failure of the replication
          and export/import process.

     -    All new Ensemble releases and builds will be installed in the [**]
          production environment within [**] of the production installs unless a
          prior agreement is made.

     -    Amdocs will provide the same level of support for application and data
          issues as is given [**].

     -    Amdocs will provide training for any, and all new applications that
          are owned by [**] in the production environment for a total of 40
          hours per quarter.

     DR environment is not included as part of this service

2.4.2 FEES AND PAYMENTS:

     Sprint shall pay Amdocs for the Additional Services described in Section
2.4.1, as follows:

Annual maintenance of $[**] to be paid on [**].

[**] License - Amdocs shall provide to Nextel the right to continue using
the [**] license for Nextel [**] target server. In consideration for such
use, Nextel will pay Amdocs an annual amount of $[**] to be paid on [**].

[**]

2.4.3 DURATION:

Sprint undertakes to continue to obtain the Services described in this Section
2.4 from Amdocs for the period commencing [**] and ending on the [**].
Thereafter, Sprint may elect to continue to obtain such Services on a [**]
basis. Sprint agrees to provide to Amdocs at [**] prior written notice of a
decision not to continue to receive such Services.

2.5  [**]

2.5.1 DESCRIPTION OF SERVICES:

     Amdocs will provide Sprint with the following services:

     Process Descriptions (see attached document) -

          1.   [**]

          2.   [**]

          3.   [**]

     (a)  ON-SITE SUPPORT. Amdocs shall provide Nextel with the following
          on-site support:

          One Amdocs specialist encompasses activities required to service the
operational Credit Analysis Management Customized Product installed as part of
the Additional Services provided under this Order. On-site support encompasses
activities, such as, but



not limited to, [**] and [**] and [**].

     (b)  OUTSOURCING SERVICES. Amdocs [**] the software product and provide
          support to monitor, repair and maintain the software and its
          associated hardware. Amdocs will operate the Customized Product
          resulting from the Customization described in (b) above in an
          outsourcing mode, which includes [**] and operating such Customized
          Product. This includes one high availability production and one
          non-production environment.

          -    The non-production environment will be used for User Acceptance
               Testing and production fixes.

          -    The [**] will be located and operated out of Amdocs' Data Center
               in Champaign, Illinois. All hardware and third party software
               components will be located in Champaign, Illinois. All such
               required hardware and software licenses will be [**] (for the
               avoidance of doubt, including the software components known as
               [**] and [**]). In addition, Amdocs will provide a Disaster
               Recovery Plan (DRP) site, as a backup environment in a Disaster
               Recovery mode, as follows:

     The Disaster Recovery (DR) solution provides recovery capability of [**] in
     a DRP site in the case of disaster.

     (c)  LICENSE. Amdocs grants a [**] license to Sprint, for the use of the
          [**], per the terms set forth in the Agreement. Sprint shall purchase
          a license for the reporting software tool known as [**] (or any
          compatible tool if agreed upon between the parties) and Amdocs shall
          not be responsible for such software tool.

2.5.2 FEES AND PAYMENTS:

     Sprint shall pay Amdocs for the Additional Services described in Section
     2.5.1 a monthly amount, as follows:

          2.5.2.1. OUTSOURCING SERVICES

     Sprint shall pay Amdocs a monthly outsourcing fee as follows:





Number of Subscribers   Fee per Subscriber [**] ($)
---------------------   ---------------------------
                     
         [**]                       [**]
         [**]                       [**]
         [**]                       [**]
         [**]                       [**]


          2.5.2.2. ON-SITE SUPPORT.

     Sprint shall pay Amdocs for one resource performing on-site support
     services a [**]. This amount shall be increased [**], as per the definition
     of Amdocs Rate in the Agreement.

          2.5.2.3. CREDIT ANALYSIS MAINTENANCE SERVICES (AS DEFINED IN SECTION
          2.5.1). A [**], to be paid in advance in [**].

SUBSCRIBER DEFINITION

     Subscriber definition for the purpose of providing Outsourcing Services
     relating to the Credit Analysis Management Customized Product under this
     Service:

     Any Subscriber billable for purposes of MSF, as defined in the Agreement,
     and utilizing [**] services.

2.5.3 DURATION:

Sprint undertakes to continue to obtain the Services described in this Section
2.5 from Amdocs for the period commencing [**] and ending on the [**].
Thereafter, Sprint may elect to continue to obtain such Services [**]. Sprint
agrees to provide to Amdocs [**] prior written notice of a decision not to
continue to receive such Services.

2.6  [**] TWO DAYS BILLING

2.6.1 DESCRIPTION OF SERVICES:

     Amdocs will provide Sprint with the following services for retail
     Subscribers:

     Amdocs shall enhance the Customized Products and [**] additional hardware
     and software in order to reduce the [**], as follows:

Phase 1 - Amdocs - [**]

     For as long as Amdocs continues to provide the [**] Pass Through Services
     via [**], Amdocs shall continue to perform as defined under [**] under



     the Original Agreement; provided that payment shall be determined as set
     forth in Section 2.6.1 below.

Phase 2 - Amdocs - Sprint [**]

     For as long as Sprint [**] serves as the print and mail [**] - Amdocs' part
     (as described below) in each billing cycle will on average be less than or
     [**] performance target includes steps 1 to 5 (for the avoidance of doubt,
     excluding step 8 - confirmation) of Table 2.6. Sprint audit time, as
     defined in step 6 and Sprint print and mail time as defined in step 7 are
     outside the scope of this Service performance.

     Additionally, and effective immediately, Amdocs will work jointly with
     Sprint to reduce overall print time via parallelizing processes between
     [**] and Amdocs and other efficiency measures, such as Authorization To
     Start (ATS) process and parallel processing of reports, transmission files
     and printing. Amdocs believes that cooperation between and Sprint [**] and
     Amdocs on these measures can yield significant time from the overall
     processing time of a cycle.

     In the event of stopping and reprinting the cycle as part of an ATS process
     agreed upon with Amdocs, Sprint and Amdocs equally bear in the cost of the
     reprint not to exceed [**].

     During the period where there will be a mix of [**] and [**] printing, [**]
     time will apply for files printed at [**] and [**] time will apply for
     files printed at [**]. When files are sent to both [**] and [**], the
     applicable SLA will apply for each of then separately.

     In order to verify that Amdocs meets its commitments as described in this
     section 2.6.1, Sprint agrees that cycles will remain closely balanced in
     size.

     Billing Cycle Time measurement (Amdocs part):

     Each Billing Cycle comprises the following steps: (1) [**] (2) [**], (3)
     [**], (4) [**], (5) [**], (6) [**], (7) [**] and (8) [**].

     Table 2.6 Responsibilities Table



           AMDOCS - [**]                    AMDOCS - SPRINT [**]
----------------------------------   ----------------------------------
        STEPS          RESPONSIBLE           STEPS          RESPONSIBLE
--------------------   -----------   --------------------   -----------
                                                   
(1) [**]                [**]         (1) [**]                 [**]
(2) [**]                [**]         (2) [**]                 [**]
(3) [**]                [**]         (3) [**]                 [**]
(4) [**]                [**]         (4) [**]                 [**]




                                                   
(5) [**]                [**]         (5) [**]                 [**]
(6) [**]                [**]         (6) [**]                 [**]
(7) [**]                [**]         (7) [**]                 [**]
(8) [**]                [**]         (8) [**]                 [**]



     Start time ("Start Time") for each Billing Cycle is [**], unless otherwise
     agreed in writing by the parties. For cycles that start on [**], the start
     time is the earliest of the locking of usage [**].

     Sprint's audit time is comprised of three pieces; [**], and [**]. Sprint's
     audit time starts when qualifying batch [**] and [**] (including all TMSII
     reports) are received by Sprint with zero [**] and zero [**].

     All time spent re-[**] billing cycles, running [**] or performing full or
     partial "[**]" due to [**] will be [**] Amdocs' Billing Cycle Time.

     Sprint and Amdocs shall agree on which party is responsible for each
     "[**]", [**], full or partial "[**]" of bill cycles. If Sprint is
     responsible for a [**], all hours associated with cycle [**] will be [**]
     from the total hours.

     If Amdocs is responsible, all time spent [**], and full or partial "[**]"
     of bill cycles will be counted against Billing Cycle Time.

     In the event of an Amdocs operational error that occurs during a [**],
     [**], or full or partial "[**]" of any Billing Cycle, that is required due
     to Sprint's action, then all time spent [**] because of the Amdocs error
     will [**] total Billing Cycle Time.

     Measurement formula: [**].

     Measurement period: calendar month.

     Sprint will audit and approve bill cycles if either [**] of the subscribers
     in a cycle are contained within reporting for the first batch OR [**]% of
     the subscribers in a cycle are contained within the first batch and there
     are no [**] with more than [**] subscribers. In cases where [**] remain to
     be [**] after a first batch, Amdocs will also provide an additional full
     set of audit reports for the subsequent and final batch. (for the avoidance
     of doubt, approval to print and mail the main bulk of subscriber bills will
     not depend on [**] the [**] and providing the second set of reports for
     [**]% of the subscribers) If issues arise substantially [**] processing
     time, the parties will agree on a remedy plan based on analysis of the root
     cause.

2.6.2 FEES AND PAYMENTS:



     Sprint shall pay Amdocs for the Additional Services described in Section
     2.6.1 a monthly amount, as follows:

     1. Amdocs - [**] and Amdocs - [**]

Up to [**] Subscribers: monthly fee of $[**] for the Services described in
Section 2.6.1 provided that Amdocs has met the target of equal or less than [**]
or [**] for its responsibilities as reflected in Section 2.6.1.

Up to [**] Subscribers [**]: monthly fee of $[**] for the Services described in
Section 2.6.1 provided that Amdocs has met the target of equal or less than [**]
or [**] for its responsibilities as reflected in Section 2.6.1.

     2. Credits: Amdocs - [**] and Amdocs - [**]

          a.   In the event that Amdocs has exceeded [**] or [**] (i.e. not met
               its responsibilities), the following amounts will be deducted
               from the monthly fee payable to Amdocs under Section 2.6.2 (1) of
               this Schedule K:



                  Hours ([**])   Hours ([**])   $K/month (Sum Total)
                  ------------   ------------   --------------------
                                       
Up to [**] Subs       [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]


     During any period where Amdocs continues to [**] Pass Through Services via
     [**] for certain Subscribers [**] and [**] also serves as the print and
     mail [**] for certain Subscribers [**], the amount that shall be deducted
     from the monthly payment to Amdocs shall be (i) [**]% of the amount set
     forth in the table above if it fails to meet its hours target for [**],
     (ii) [**]% of the amount set forth in the table above if it fails to meet
     its hours target for [**], or (iii) [**]% of the amount set forth in the
     table above if it fails to meet its hours target for both [**] and [**].

     It is understood that these credits are intended to reflect, to some
     extent, the diminished value of Amdocs' Services in such events. These
     credits are not intended to



     compensate Sprint for any breach or default by Amdocs under the Agreement,
     nor to constitute damages, liquidated damages, or other compensation for
     any such breach or default. In no event shall these credits be Sprint's
     sole and exclusive remedy with respect to any failure of Amdocs to comply
     with the requirements of this Schedule; provided that any monetary award
     granted to Sprint with respect to such failure shall be reduced by, but
     shall not be limited to, any such credits paid by Amdocs with respect to
     such failure.

          b.   Up to [**] Subscribers: In the event that Amdocs has exceeded
               [**] or [**], the following amounts will be deducted from the
               monthly fee payable to Amdocs under Section 2.6.2 (1) of this
               Schedule K:



                  Hours ([**])   Hours ([**])   $K/month (Sum Total)
                  ------------   ------------   --------------------
                                       
Up to [**] Subs       [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]
                      [**]           [**]               [**]


     During any period where Amdocs continues to [**] Pass Through Services via
     [**] for certain Subscribers [**] and [**] also serves as the print and
     mail [**] for certain Subscribers [**], the amount that shall be deducted
     from the monthly payment to Amdocs shall be (i) [**]% of the amount set
     forth in the table above if it fails to meet its hours target for [**],
     (ii) [**]% of the amount set forth in the table above if it fails to meet
     its hours target for [**], or (iii) [**]% of the amount set forth in the
     table above if it fails to meet its hours target for both [**] and [**].

     It is understood that these credits are intended to reflect, to some
     extent, the diminished value of Amdocs' Services in such events. These
     credits are not intended to compensate Sprint for any breach or default by
     Amdocs under the Agreement, nor to constitute damages, liquidated damages,
     or other compensation for any such breach or default. In no event shall
     these credits be Sprint's sole and exclusive remedy with respect to any
     failure of Amdocs to comply with the requirements of this Schedule;
     provided that any monetary award granted to Sprint with respect to such
     failure shall be reduced by, but shall not be limited to, any such credits
     paid by Amdocs with respect to such failure.



2.6.3 DURATION:

Sprint undertakes to continue to obtain the Services described in this Section
2.6 from Amdocs for the period commencing on the [**] and ending on the [**].
Thereafter, Sprint may elect to continue to obtain such Services on a [**]
basis. Sprint agrees to provide to Amdocs [**] prior written notice of a
decision not to continue to receive such Services.


                                   Schedule L
                               Envelope Parameters



                                                                                                               LEAD
                                                                                                               TIME    COMMENTS
                                            SLA                                          OPERATIONAL         REQUIRED     AND
PARAMETER                         METRIC  IMPACT  HARDWARE  SOFTWARE  STORAGE  STAFFING     COSTS     OTHER  (MONTHS)    NOTES
---------                         ------  ------  --------  --------  -------  --------  -----------  -----  --------  --------
                                                                                         
Retail and wholesale subscribers   [**]    [**]     [**]      [**]      [**]     [**]        [**]
Number of Price Plans per month    [**]                                 [**]     [**]        [**]      [**]    [**]
Concurrent Online Users per
   1,000 subscribers               [**]    [**]     [**]      [**]      [**]     [**]        [**]                        [**]
VAD - Maximum number of orders
   per month                       [**]    [**]     [**]      [**]      [**]     [**]                  [**]    [**]
VAD - Average Handsets / Orders    [**]    [**]     [**]                                                       [**]
VAD - Average Order Size with
   private lists                   [**]    [**]                                                                [**]
VAD - Peak number of concurrent
   sessions                        [**]    [**]     [**]      [**]      [**]     [**]                  [**]    [**]
VAD - Average ASN/order            [**]             [**]                                                       [**]
Maximum number of Retail Billing
   Cycles per month                [**]    [**]     [**]      [**]      [**]     [**]        [**]      [**]    [**]      [**]
Maximum number of Wholesale
   Billing Cycles per month        [**]    [**]     [**]      [**]      [**]     [**]        [**]      [**]    [**]      [**]
Maximum number of retail
   subscribers per cycle           [**]    [**]     [**]      [**]      [**]                 [**]      [**]    [**]      [**]




                                   Schedule L
                               Envelope Parameters



                                                                                                               LEAD
                                                                                                               TIME    COMMENTS
                                            SLA                                          OPERATIONAL         REQUIRED     AND
PARAMETER                         METRIC  IMPACT  HARDWARE  SOFTWARE  STORAGE  STAFFING     COSTS     OTHER  (MONTHS)    NOTES
---------                         ------  ------  --------  --------  -------  --------  -----------  -----  --------  --------
                                                                                         
API calls at peak hour             [**]    [**]     [**]      [**]      [**]     [**]                          [**]      [**]
Monthly average number of CDRs
   per Subscriber per day          [**]    [**]     [**]      [**]      [**]     [**]                          [**]      [**]
Number of customer database
   transactions per peak hour
   per 1,000 subscribers           [**]    [**]     [**]      [**]      [**]                                   [**]




                                   SCHEDULE M
                               TRAINING MATERIALS

a.   Develop [**] training materials for End Users training (a total of
     [**] training [**]):

     -    [**] training [**]

     -    [**] training [**]

     -    [**] training [**]

     -    [**] training [**]

     The materials will reflect the Ensemble front end functionality and
     processes as provided for release 1. It will incorporate business processes
     and flows as provided by Sprint and will address the training needs of the
     Ensemble end users ([**].

     The breakdown of the [**] mentioned above for R1 will be [**] Sprint
     University.

     The training materials will be developed using Sprint University templates
     and tools ([**] and [**]). It will include:

     -    Web based materials. The following describes the Amdocs basic
          structure for [**] materials.

     -    Overview lessons include overview, concepts, objectives and functional
          principles.

     -    Lessons consist of an introduction and learning objectives, and of a
          number of activities, so trainees can study the system with
          simulations.

     -    Activities typically include introduction and application simulation
          incorporating the Guide Me and Let Me modes

     -    Summary and evaluations.

b.   Student Materials

     -    Updated work books to provide step by step hands on exercises using a
          training environment

c.   Train the Trainer session [**]

d.   On-line Help

     -    The on-line help contains information about procedures and processes
          that can be performed in the system, as well as explanations on the
          various screen components. On-line help is accessible through the
          actual on-line system.



     -    Provides window context-sensitive help, including all field
          definitions as well as search capabilities ("content," "index," or
          "find").

e.   Glossary

     -    Web based glossary that includes Ensemble terminology with cross
          reference to Sprint legacy terminology. [**].

f.   Additional Development with Release Updates

     -    Support Sprint University in updating the end users training materials
          for [**] releases (Release [**]).

     -    Release [**]: Develop an additional [**] training to [**].

     -    Release [**]: Develop an additional [**] training to support Business
          customers' functionality [**] and an additional [**].

     -    Release [**]: Develop an additional [**] training to support new
          release functionality.

     -    Update workbook for each release to support new exercises.

g.   Training Environments

               Amdocs will provide training environment to accommodate Amdocs
               front end applications and to support Sprint's end users training
               roll out. This includes:[**]


                                       -2-



                                   SCHEDULE N
                                PARTY COMPETITORS

                               SPRINT COMPETITORS

The following list of competitors is in no way intended as a comprehensive or
exhaustive list of competitors to Sprint. The following companies are the major
competitors to Sprint, those with which the company would have a significant
concern should any of these entities to acquire a substantive interest in any of
our partners or vendors.

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

Note: This list focuses on our core business going forwards. Independent ILECs,
cable companies, and ISPs are not included though they may be influential
competitors going forward.

                               AMDOCS COMPETITORS

                                        -    Convergys

                                        -    [**]

                                        -    Comverse

                                        -    Portal

                                        -    Oracle and Siebel

                                        -    CGI

                                        -    [**]

                                        -    Intec

                                        -    CSG

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]



                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    [**]

                                        -    Accenture

                                        -    [**]

                                        -    [**]

                                        -    EDS

                                        -    [**]

                                        -    [**]

                                        -    IBM

                                        -    [**]

                                        -    [**]


                                   SCHEDULE O

                          SPRINT THIRD PARTY MATERIALS

HARDWARE/SOFTWARE:

All call center facilities will be under Sprint's responsibility. Sprint will
provide desktop PCs, configured as per the following minimum requirements:

[**]

HARDWARE:

-    [**]

SOFTWARE:

[**]

HARDWARE:

[**]

SOFTWARE:

[**]

HARDWARE:

-    [**]

SOFTWARE:

-    [**]

HARDWARE:

-    [**]



SOFTWARE:

-    [**]

HARDWARE:

-    [**]

SOFTWARE:

-    [**]

Miscellaneous

[**]

HARDWARE: [**]

SOFTWARE:

-    [**]

HARDWARE:

-    [**]

SOFTWARE:

-    [**]



                                   SCHEDULE P
                                List of Countries

                                      [**]



                                   SCHEDULE Q

                        Form of Additional Services Order

                       ORDER NO. __ (ADDITIONAL SERVICES)

AMDOCS SOFTWARE SYSTEMS LIMITED ("Amdocs"), upon acceptance of this Additional
Services Order, agrees to provide to SPRINT/UNITED MANAGEMENT COMPANY
("Sprint"), and Sprint agrees to purchase from Amdocs, under the terms and
conditions of this Additional Services Order and those contained in the Customer
Care and Billing Services Agreement between Sprint and Amdocs dated as
of____________, 2006, as amended (the "Agreement"), which is specifically
incorporated herein by this reference, the Additional Services described below:

1.   Effective Date of This Order:

     ________________________

2.   Description of The Additional Services to be Provided under this Additional
     Services Order:

     See Exhibit A to this Additional Services Order.

3.   Roles and Responsibilities for the Additional Services referred to in
     Section 2 above (to be considered an amendment to Schedule B of the
     Agreement for the duration of this Additional Services Order):

     See Exhibit B to this Additional Services Order / None.

4.   CPSs, if applicable, to the Additional Services referred to in Section 2
     above (to be considered an amendment to Schedule C of the Agreement for the
     duration of this Additional Services Order):

     See Exhibit C to this Additional Services Order / None.

5.   Fees and Payments for the Additional Services described in Section 2 above
     (to be considered an amendment to Schedule D of the Agreement for the
     duration of this Additional Services Order):

     See Exhibit D to this Additional Services Order.

6.   Exit Fee Computation, if applicable, for the Additional Services described
     in Section 2 above (to be considered an amendment to Schedule I1 of the
     Agreement for the duration of this Additional Services Order):

     See Exhibit I to this Additional Services Order / None.



7.   Envelope Parameters, if applicable, for the Additional Services described
     in Section 2 above (to be considered an amendment to Schedule L of the
     Agreement for the duration of this Additional Services Order):

     See Exhibit L to this Additional Services Order / None.

8.   Additional Sprint Third Party Materials, if applicable, for the Additional
     Services described in Section 2 above (to be considered an amendment to
     Schedule O of the Agreement for the duration of this Additional Services
     Order):

     See Exhibit O to this Additional Services Order / None.

9.   Acceptance: Acceptance testing, where applicable, shall be conducted in
     accordance with Section 4.5 (Acceptance Testing) of the Agreement with
     respect to each deliverable hereunder unless expressly set forth otherwise
     in this Additional Services Order.

10.  Special Terms and Conditions (if any):

     (a)  Special provisions relating to Acceptance (if applicable to this
          Additional Services Order): __________________________________________
          ______________________________________________________________________

ACCEPTED:                               ACCEPTED:

SPRINT/UNITED MANAGEMENT
COMPANY                                 AMDOCS SOFTWARE SYSTEMS LIMITED

("Sprint")                              ("Amdocs")


By:                                     By:
    ---------------------------------       ------------------------------------
    (Signature)                             (Signature)
Name:                                   Name:
      -------------------------------         ----------------------------------
      (Typed or Printed)                      (Typed or Printed)
Title:                                  Title:
       ------------------------------          ---------------------------------
       (Typed or Printed)                      (Typed or Printed)

Date:                                   Date:
      -------------------                     -------------------



                                    EXHIBIT A

                     Description of the Additional Services



                                    EXHIBIT D

                  Fees and Payments for the Additional Services


                                   SCHEDULE R

                  PRINCIPLES OF THE [**] PASS THROUGH SERVICES

1.   The Parties acknowledge that pursuant to the Original Agreement the Parties
     agreed that, as of [**], for a period of [**], Amdocs shall be [**] Pass
     Through Services. [**]. Pursuant to the Original Agreement, Sprint has the
     right, at its sole discretion, exercisable by a written notice to Amdocs
     delivered at least [**] prior to the expiration of the above initial [**]
     term, to extend the initial term arrangement for a period of [**]. At the
     end of this [**] period, Sprint shall have the right to extend the term of
     the arrangement until [**], by a written notice to Amdocs delivered at
     least [**] prior to the expiration of the [**] extension period. As further
     described in Section 5.5 ([**] Pass Through Services), Sprint has elected
     to [**] the [**] Pass Through Services, such election to be effective as of
     [**] or such other date mutually agreed to by the Parties. Accordingly, the
     Parties acknowledge that the continued performance of the [**] Pass Through
     Services is subject to the terms set forth in Section 5.5 ([**] Pass
     Through Services) of the Agreement.

2.   The services to be provided as [**] Pass Through Services and the charges
     for such services (before the additional annual [**] Pass Through Services)
     of the Agreement is added) are described in appendices A, B, C, D and E
     attached hereto and made an integral part of this Schedule R. The above
     five appendices (the "Appendices" or "Appendix", as applicable) specify
     four printing options with four associated pricing options as well as
     special services and their rates.

3.   Sprint has chosen to apply Appendix B as of the [**] in continuation to the
     following application which has occurred under the Original Agreement with
     regard to the services provided to Sprint as the [**] Pass Through
     Services: (i) Appendix A has been applied as of [**]; (ii) the printing
     option described in Appendix B has been utilized as of [**] and the pricing
     of this Appendix B has been applied as of [**] (instead of the printing
     option and pricing of Appendix A, respectively). In addition, Sprint may
     request Amdocs, any time during the five-year period or its extensions, if
     any, specified in Section 5.5 of the Agreement, that any other Appendix
     shall apply as of its implementation date. Amdocs shall implement any such
     requested Appendix change as shall be agreed upon in good faith between the
     parties (subject to the last sentence of Section 7 herein below).

4.   [**] and its extensions, if any, specified in Section 5.5 of the Agreement,
     subject to the audit procedures specified in Section 10 herein below. These
     charges, with the exception of the annual fixed amount to be added as
     provided in Section 5.5 of the Agreement, represent the sole and entire
     financial consideration for any and all of the services to be performed in
     accordance with Appendices A, B, C, D and E under the Agreement. Any
     additional charges or costs associated with the services provided in
     accordance with Appendices A, B, C, D and E to be performed hereunder will
     be borne by Amdocs and [**].

5.   As of [**] (commencing under the Original Agreement), the applicable Unit
     Price charges per statement, as specified in the Appendices, will be
     determined on the



     basis of "run month" ("run month" is the set of billing cycles scheduled to
     process in a given month, e.g., all [**] cycles), taking into consideration
     the accumulated volume of statements, relating to Sprint and Nextel
     Partners (as defined under the Original Agreement) combined aggregate
     volume based on using continuous form paper processed by [**]. The
     resulting Unit Price will apply retroactively as of the first statement
     printed during that run month.

6.   As of [**] (commencing under the Original Agreement) the applicable tier
     price becomes effective in the month in which the accumulated volume of
     statements relating to Sprint and Nextel Partners (as defined under the
     Original Agreement) reaches the new tier threshold. The tier price reached
     becomes effective for that month's charges retroactive to the first
     statement printed during that run month.

7.   Should Sprint select one of the options from any of the three Appendices
     (B, C or D) hereof other than Appendix A, and, as aforesaid, Sprint has
     already chosen Appendix B as provided for in Section 2 above, then Sprint
     [**]. As part of the conversion services, the parties shall agree on
     acceptance criteria for acceptable completion of the conversion. The [**]
     conversion services are detailed in Appendix F attached hereto and made a
     part hereof but generally include the recalibration of machinery to
     accommodate the Sprint requested change in pricing Appendix. Should Sprint
     request the above [**] conversion services detailed in Appendix F
     (resulting from the selection of a different Appendix) after [**], the
     parties will negotiate in good faith the amount of the above [**]
     conversion fee to be paid. Sprint shall pay Amdocs all charges that Amdocs
     incurs for the above conversion fees (without any additional markup), as
     well as any additional Amdocs development fee. For the avoidance of doubt,
     the above one-time conversion fee and the additional Amdocs development fee
     are applicable to each of the above Appendices (including but not limited
     to Appendix B). Amdocs will perform the conversion services substantially
     in accordance with Section 2.1.1 of the Agreement and will not charge
     Sprint for more than [**] per conversion, based on Amdocs Rate at the time
     of conversion.

8.   During the[**] term and its extensions, if any, referred to in Section 1
     above, prices for paper products may be updated (increase or decrease, as
     the case may be), if applicable, [**] (under the Original Agreement), until
     the end of the agreement. The paper products price increase or decrease
     will be determined based on the [**]. Any price increase as aforesaid is
     subject to a prior written notice of [**] from Amdocs to Sprint.

     The paper products price increase or decrease, as the case may be, will be
     calculated based on the [**] as provided above by using the following
     formula:

                    ([**]

          [**].

9.   During the [**] term and its extensions, if any, referred to in Section 1
     above, in the event Sprint requires Amdocs to perform a change in
     preprinted paper products stock, Amdocs will instruct [**] to use existing
     applicable preprinted paper products as near as reasonable to its full
     consumption. In addition, Sprint will pay Amdocs (and [**] will be
     instructed accordingly by Amdocs) for unused preprinted paper products
     provided that such paper products is as near zero as possible but in no


     event more [**] of remaining applicable preprinted paper products. In the
     event Sprint requires Amdocs to perform a change in blank paper products,
     Amdocs will instruct [**] to manage the change as provided above for
     pre-printed paper products, and Sprint shall be required to reimburse
     Amdocs for unused blank paper products provided that such products is as
     near zero as possible but in no event more than [**] of remaining
     applicable paper products.

10.  Amdocs and Sprint, subject to execution of a non-disclosure agreement
     between Sprint and [**], will conduct an audit and periodic pricing review
     of [**]'s pricing as follows (the audit shall only apply to the Appendix
     that is then in effect):

     (i)  Such audit and the selection of the industry expert to conduct such
          audit and [**] process will be performed in accordance with the [**]
          methodology, process and procedure set forth in Exhibit A to this
          Schedule R. The [**] methodology, process and procedure shall be
          completed with the aim of ensuring that the [**] pricing for Amdocs
          (and as a result, for Sprint), specified in Appendices A, B, C, D and
          E attached hereto, [**], taking into consideration the paper products
          price determined in accordance with Section 8 above; i.e.,
          verification that the overall package of [**]'s services and paper
          products is [**].

     (ii) The [**] audit process may be utilized up to [**] times during the
          [**] term specified in Section 1 above, the first audit shall not have
          commenced earlier than [**] as of [**]. The parties may conduct the
          Paper Products [**] and services [**] audit described in this Section
          10 concurrently.

     (iii) The second and third [**] audits may be performed any time following
          the first review but in no event earlier than [**] after the preceding
          audit;

     (iv) The industry expert who performs the review will be determined by and
          acceptable to Amdocs and [**]; In the event that Amdocs and Sprint are
          unable to agree on the industry expert [**] prior to the agreed start
          date of each audit, than such dispute shall be handled in accordance
          with the dispute resolution process set forth in the Agreement.

     (v)  The cost of the above audits will be borne equally by Sprint and
          Amdocs.

11.  Sprint shall have the right to terminate its arrangement with Amdocs with
     regard to [**] services, as provided for in Section 1 above, without any
     liability whatsoever including but not limited to payment for such services
     following the termination date, in the event [**] methodology, process and
     procedure, within the timeframesand as specified in Exhibit A hereof.

12.  In the event that (i) Sprint elects to terminate its arrangement with
     Amdocs with regard to [**] services, as provided in Section 11 above, or
     (ii) Sprint terminates the Agreement, Sprint shall have the right, by a
     written notice to Amdocs specifying a termination date, to terminate the
     arrangement with Amdocs with regard to [**]'s services as specified in
     Section 1 above, without any liability whatsoever including but not limited
     to any obligation to pay Amdocs for [**] services following the termination
     date. For the avoidance of doubt, Sprint shall remain obligated to pay, in
     accordance with the terms of the Agreement, all charges incurred by Sprint
     as provided in the applicable Appendix that is effect at the time through
     the termination date (including the transition services period), and as
     provided in Section 5.5 of the Agreement.



13.  In the event that Sprint terminates the arrangement with Amdocs with regard
     to [**]'s services as specified in Section 5.5 of the Agreement, Amdocs
     shall instruct [**] to (i) continue its services for Sprint, without any
     deterioration of such services' quality and timing, until the termination
     date, and (ii) provide Amdocs and Sprint with any and all support required
     for transition of [**] services as set forth in Exhibit B (Transition
     Services) attached hereto for Sprint to transition to another vendor
     designated by Sprint. No additional conversion costs will be applied by
     [**] and [**] will manage the paper products to near zero and within the
     range specified in Section 9 above. Amdocs will charge Sprint for such
     Transition Services as shall be mutually agreed to by Sprint and Amdocs and
     in no event shall such charges be for more than [**] for such Transition
     Services, based on the Amdocs Rate at the time of conversion, excluding
     bill layout changes which will be charged separately. Amdocs will not
     charge Sprint for communications line to, or hardware to be installed at,
     the above new vendor facility, as long as this facility is within the
     United States. Any dispute with regard to reaching agreement regarding the
     transition services shall be resolved in accordance with the dispute
     resolution provisions set forth in the Agreement.

14.  In the event that [**] elects to change the printing center location from
     El Dorado Hills, CA to another site, Amdocs will provide Sprint with [**]
     prior written notice. In addition, Amdocs shall not be entitled to charge
     Sprint any postage charges higher than those in effect before the above
     location change. The basis for this comparison shall be the average per
     page postage cost for the previous [**] prior to the location change,
     normalized for the average number of Sprint supplied inserts per invoice.
     Also, Amdocs shall reimburse Sprint in the form of a credit memo for any
     incurred increased or additional tax obligations, or any other additional
     cost, resulting from the location change. The credits shall be applied on a
     monthly basis as long as [**] is Amdocs' subcontractor for the [**] Pass
     Through Services to Sprint.



                    EXHIBIT A - [**] AUDIT PROCESS PRINCIPLES

1.   This Exhibit A describes the [**] audit methodology, process, and
     procedures that will be used by an industry expert (the "Expert") as
     required in Section 10 of Schedule R to the Agreement. The cost of the
     Expert [**] services shall be borne equally between Sprint and Amdocs. In
     the event of any inconsistency or contradiction between the provisions of
     this Exhibit and the provisions of Schedule R, the provisions of this
     Exhibit shall prevail with regard to the audit process.

2.   The Expert shall conduct the audit. For the avoidance of doubt, the Expert
     selection process will be initiated by Sprint, but final agreement
     regarding Expert selection will be reached mutually between Amdocs and
     Sprint. Sprint will recommend the Expert, providing background, credentials
     and support for the recommendation in writing to Amdocs. Amdocs will have
     [**] to provide a written acceptance or rejection of the recommendation.
     Amdocs must provide a written explanation if its decision is to reject
     Sprint's recommendation. If Amdocs does not respond within [**], then
     Sprint's recommendation shall be deemed mutually acceptable to Sprint and
     Amdocs. In the event the parties are unable to agree on the Expert, the
     issue shall be submitted to dispute resolution under the Agreement. If the
     Sprint recommended Expert is rejected as a result of the dispute resolution
     process, then the Expert selection process stated above shall be repeated
     until an acceptable Expert is selected. Qualifications of the Expert shall
     include billing fulfillment, print, and mail industry expertise, and a then
     current understanding of the print marketplace as it relates to
     substantially equivalent services (as defined herein below). Each party may
     identify additional minimum qualifications that the Expert must meet in
     order to qualify for the [**] audit engagement. As these additional minimum
     qualifications are identified, each party may propose these to the other
     party. Such additional minimum qualifications must be agreed upon in
     writing by both parties. In addition, the Expert shall be an independent
     third-party. In this situation, the term independent means that the Expert,
     not necessarily the Expert's firm, has not had any relationship with any of
     the parties (i.e., Sprint, Amdocs and [**]) or their affiliated companies
     within [**] of the date of the expert selection other than previous
     engagements to execute the audit methodology. Separate reasonable
     non-disclosure agreements will be signed between the expert and Sprint,
     Amdocs and [**]. The Expert shall safeguard all proprietary and
     confidential information, including but not limited to Sprint, Amdocs and
     [**] competitive data normally not available in the public domain.

3.   The [**] methodology, process and procedure shall be conducted as described
     in paragraph 10 (i) of Schedule R. For purpose of this Exhibit A,
     "substantially equivalent" means a provider of products and services of the
     same type provided by [**], which has a proven ability to handle similar
     volumes as handled by [**] for Amdocs.

4.   The Expert's benchmark information for substantially equivalent providers
     shall be obtained via a variety of means including [**]'s pricing for
     Sprint (through Amdocs),



     requests for proposal, requests for information, the Expert's cost and
     price analysis, the Expert's industry knowledge, and other information
     lawfully at the disposal of the Expert or in the public arena regarding
     substantially equivalent providers.

5.   The audit shall address all pricing for services provided by [**] to Amdocs
     and identified in Schedule R to the Agreement. This audit shall also
     address new pricing appendices, if any, agreed to in writing by [**],
     Amdocs and Sprint that are intended to be added to Schedule R under a
     contract amendment.

6.   The agreement with the Expert, to be signed between the Expert and Sprint,
     will provide, inter alia, that (i) The Expert's audit report will be
     provided to Sprint, Amdocs and [**]; (ii) The audit report will contain a
     summary comparison of applicable substantially equivalent providers prices,
     which can be disclosed to the parties without breaching any provisions of
     contract or law to the then current [**] prices (i.e., those specified
     Appendices A, B, C, D and E of Schedule R to the Agreement or stated above
     in Section 5), and (iii) the means used to determine the substantially
     equivalent providers prices.

7.   Sprint shall give [**] notice prior to an audit. The selection of the
     Expert will be completed within the [**] notice prior to the audit start
     date. All parties involved in the audit should make every effort to
     conclude the audit within [**] of the audit start date. Should the Expert
     determine that the audit cannot be completed within the [**] time period,
     the Expert shall, upon written notice of such extension to Amdocs and
     Sprint, be granted an extension of [**]. The extension shall commence on
     the [**] day after the audit start date. Any additional extension requested
     by the Expert shall be mutually agreed upon by Amdocs and Sprint. This
     automatic [**] extension notice shall be provided by the Expert to Sprint
     and Amdocs [**] before the scheduled audit conclusion.

8.   The audit will be considered to have failed due to Amdocs' or [**]'s
     non-compliance in the event that either Amdocs or [**], respectively, does
     not provide, in time to conclude the audit within [**], what the Expert
     considers to be reasonable responses to the Expert's information inquiries
     that are within the scope of this Exhibit A and which may be disclosed to
     the Expert without breaching any provisions of law or contract. In the
     event that an audit is considered to have failed due to the lack of
     reasonable responses as identified above, Senior Management (Vice President
     or above) from Sprint and Amdocs will meet within [**] of any such failure
     at Sprint's offices in Herndon, VA to discuss and in good faith attempt to
     resolve any outstanding issues. If the respective Senior Managers cannot
     agree on a resolution within [**], Sprint shall have the right to terminate
     its arrangement with Amdocs with regard to [**] services, as provided in
     Section 11 of Schedule R to the Agreement If Sprint does not elect to
     terminate its Agreement with Amdocs in respect to [**] then the audit will
     not count toward the [**] audits allowed under Schedule R and Sprint may
     initiate another audit subject to the provisions of Schedule R with the
     exception of the [**] time limitation, which shall be waived in the case of
     a failed audit.

9.   The prices paid by Sprint shall not increase due to the findings of any
     audit (for the avoidance of doubt, paper prices may be increased as
     provided for in Schedule R



     even as the total cost of printing services remains the same or decreases
     as the result of an audit).

10.  Should the Expert conclude that [**]'s offerings are not [**] (as
     determined by the process noted above), mainly, that [**], Amdocs will have
     [**], from the date of confirmation of receipt of the Expert's audit report
     by [**], to confirm with Sprint in writing that [**] will comply with the
     Expert's recommendation. Should [**] agree to comply, such price changes
     shall be effective retroactive to the first day of the month in which the
     final report of the audit is provided by the Expert to an overnight
     carrier, signature required, for submission to Sprint, Amdocs and [**] and
     remain in effect until the results of the next audit. Should [**], then
     Sprint shall have the right to terminate the arrangement as stated in
     Section 11 of Schedule R to the Agreement.



                                    EXHIBIT B

                            [**] TRANSITION SERVICES

GENERAL OBLIGATIONS:

Amdocs shall require that [**] use commercially reasonable efforts to support
the transition of responsibility for the print services to a replacement
provider designated by Sprint, including but not limited to the provision of
relevant information which is not [**]'s confidential information. Amdocs shall
require that [**] adhere to existing service levels in the agreement between
Amdocs and [**] for the [**] Pass Through Services through the completion of the
transition period and until termination. The applicable tier pricing structure
provided in Appendix A through E shall be used.

SPECIFIC SERVICES:

The transfer will include the performance of the following specific services:

1.   Amdocs shall require that [**] cooperates in a commercially reasonable
     manner with the continued performance of service until the termination date
     established by Sprint, subject to the Disentanglement Services period as
     provided for in the Agreement. Periodically at Amdocs request, but not to
     exceed monthly during the transition services, Sprint shall use best
     efforts to provide a [**] forecast allowing [**] to plan for adequate
     capacity to meet existing service levels. Tier One pricing shall be
     effective for volumes less then Tier One until termination.

2.   Proving [**] receives at least [**] notice prior to the termination date,
     Amdocs shall require [**] to manage paper products to as near to zero as
     possible but in no event will Sprint be charged for more than [**] of
     remaining applicable paper products. If the termination date is changed
     from that identified in the termination notice and requires additional
     paper products, Sprint acknowledges that [**] will need at least a [**]
     notice to acquire paper products to be able to adhere to existing service
     levels in the agreement between Amdocs and [**] for the [**] Pass Through
     Services. If Sprint elects to take possession of this paper products,
     totaling less then [**] inventory at the time of termination, then Amdocs
     shall require that [**] use commercially reasonable efforts to assist
     Sprint or its designee in taking possession FOB origin.

3.   Amdocs shall require [**] to provide for prompt conclusion of all services
     to be provided under the agreement between Amdocs and [**] for the [**]
     Pass Through Services as Sprint shall reasonably direct and provide
     documentation of work completed or in process, in accordance with the terms
     of the agreement between Amdocs and [**] for the [**] Pass Through Services
     until termination date.



4.   Amdocs shall require that [**] shall deliver to Sprint or Sprint's
     designee, at Sprint's request, all documentation and data in [**]'s
     possession owned by Sprint or Sprint's customers or which contains Sprint
     or Sprint's customers proprietary and/or confidential information, except
     for documents and data that are legally privileged to [**], and [**] shall
     destroy all copies of such documentation and data not turned over to Sprint
     (even if such documentation and data contain [**] proprietary and/or
     confidential information), at no charge to Sprint.

     Upon Sprint's reasonable determination that [**] has successfully performed
     its obligations in accordance with the agreement between Amdocs and [**]
     for the [**] Pass Through Services and this Exhibit B, Sprint will provide
     Amdocs with written notice that the transition has satisfactorily occurred.



                                  (APPENDIX A)
                                     AMDOCS

                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       2. UNIT PRICE   CHARGE UNIT
----------       -------------   -----------
                           
[**]                  [**]           [**]
[**]                  [**]           [**]

PAPER PRODUCTS
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]

[**]
[**]                  [**]           [**]
[**]                  [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


[**]

PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE:  PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX A)
                                     AMDOCS

                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]





PROCESSING       3. UNIT PRICE   CHARGE UNIT
----------       -------------   -----------
                           
[**]                  [**]           [**]
[**]                  [**]           [**]

PAPER PRODUCTS
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]

[**]
[**]                  [**]           [**]
[**]                  [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


[**]

PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX A)
                                     AMDOCS

                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       4. UNIT PRICE   CHARGE UNIT
----------       -------------   -----------
                           
[**]                  [**]           [**]
[**]                  [**]           [**]

PAPER PRODUCTS
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]




                           
[**]
[**]                  [**]           [**]
[**]                  [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]



[**]

PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX A)
                                     AMDOCS

                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       5. UNIT PRICE   CHARGE UNIT
----------       -------------   -----------
                           
[**]                  [**]           [**]
[**]                  [**]           [**]

PAPER PRODUCTS
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]

[**]
[**]                  [**]           [**]
[**]                  [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]




PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX A)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       6. UNIT PRICE   CHARGE UNIT
----------       -------------   -----------
                           
[**]                  [**]           [**]
[**]                  [**]           [**]

PAPER PRODUCTS
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]
[**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]



                                  (APPENDIX A)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       7. UNIT PRICE   CHARGE UNIT
----------       -------------   -----------
                           
[**]                  [**]           [**]
[**]                  [**]           [**]

PAPER PRODUCTS
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]
[**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX A)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]





PROCESSING       8. UNIT PRICE   CHARGE UNIT
----------       -------------   -----------
                           
[**]                  [**]           [**]
[**]                  [**]           [**]

PAPER PRODUCTS
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]
[**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX A)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       9. UNIT PRICE   CHARGE UNIT
----------       -------------   -----------
                           
[**]                  [**]           [**]
[**]                  [**]           [**]

PAPER PRODUCTS
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]




                           
[**]
[**]                  [**]           [**]
[**]                  [**]           [**]
[**]
   [**]
   [**]
   [**]
   [**]
   [**]



PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX A)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       10. UNIT PRICE   CHARGE UNIT
----------       --------------   -----------
                            
[**]                  [**]            [**]
[**]                  [**]            [**]

PAPER PRODUCTS
[**]                  [**]            [**]
[**]                  [**]            [**]
[**]                  [**]            [**]
[**]                  [**]            [**]
[**]                  [**]            [**]
[**]                  [**]            [**]
[**]
[**]
[**]                  [**]            [**]
[**]                  [**]            [**]
[**]
   [**]
   [**]
   [**]
   [**]
   [**]




PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]



                                  (APPENDIX B)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       [**]    -    UNIT PRICE          CHARGE UNIT
----------       ----   ---   ----------          -----------
                                   
[**]             [**]            [**]                  [**]
[**]             [**]            [**]                  [**]
                 [**]
PAPER PRODUCTS   [**]
[**]             [**]            [**]                  [**]
[**]             [**]            [**]                  [**]
[**]             [**]            [**]                  [**]
[**]             [**]            [**]                  [**]
[**]             [**]            [**]                  [**]
[**]             [**]            [**]                  [**]
[**]             [**]   [**]
[**]             [**]   [**]
[**]                             [**]                  [**]
[**]                             [**]                  [**]
[**]             [**]   [**]                [**]
[**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
[**]             [**]   [**]                [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX B)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]





PROCESSING       [**]    -    UNIT PRICE          CHARGE UNIT
----------       ----   ---   ----------          -----------
                                   
[**]             [**]            [**]                 [**]
[**]             [**]            [**]                 [**]
                 [**]
PAPER PRODUCTS   [**]
[**]             [**]            [**]                 [**]
[**]             [**]            [**]                 [**]
[**]             [**]            [**]                 [**]
[**]             [**]            [**]                 [**]
[**]             [**]            [**]                 [**]
[**]             [**]            [**]                 [**]
[**]             [**]   [**]
[**]             [**]   [**]
[**]                             [**]                 [**]
[**]                             [**]                 [**]
[**]             [**]   [**]               [**]
[**]
   [**]          [**]   [**]               [**]
   [**]          [**]   [**]               [**]
   [**]          [**]   [**]               [**]
   [**]          [**]   [**]               [**]
   [**]          [**]   [**]               [**]
[**]             [**]   [**]               [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX B)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       [**]    -    UNIT PRICE          CHARGE UNIT
----------       ----   ---   ----------          -----------
                                   
[**]             [**]         [**]                    [**]
[**]             [**]         [**]                    [**]
                 [**]
PAPER PRODUCTS   [**]
[**]             [**]         [**]                    [**]
[**]             [**]         [**]                    [**]
[**]             [**]         [**]                    [**]
[**]             [**]         [**]                    [**]
[**]             [**]         [**]                    [**]
[**]             [**]         [**]                    [**]
[**]             [**]   [**]




                                   
[**]             [**]   [**]
[**]                          [**]                    [**]
[**]                          [**]                    [**]
[**]             [**]   [**]               [**]
[**]
   [**]          [**]   [**]               [**]
   [**]          [**]   [**]               [**]
   [**]          [**]   [**]               [**]
   [**]          [**]   [**]               [**]
   [**]          [**]   [**]               [**]
[**]             [**]   [**]               [**]



PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX B)
                                     AMDOCS

                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       - UNIT PRICE   CHARGE UNIT
----------       ------------   -----------
                          
[**]                 [**]           [**]
[**]                 [**]           [**]

PAPER PRODUCTS
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]
[**]
[**]                 [**]           [**]
[**]                 [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]




PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX B)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       - UNIT PRICE   CHARGE UNIT
----------       ------------   -----------
                          
[**]                 [**]           [**]
[**]                 [**]           [**]

PAPER PRODUCTS
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]
[**]
[**]                 [**]           [**]
[**]                 [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX B)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING


                                      [**]
                                      [**]
                                      [**]



PROCESSING       - UNIT PRICE   CHARGE UNIT
----------       ------------   -----------
                          
[**]                 [**]           [**]
[**]                 [**]           [**]

PAPER PRODUCTS
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]
[**]
[**]                 [**]           [**]
[**]                 [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX B)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       - UNIT PRICE   CHARGE UNIT
----------       ------------   -----------
                          
[**]                 [**]           [**]
[**]                 [**]           [**]

PAPER PRODUCTS
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]




                          
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]
[**]
[**]                 [**]           [**]
[**]                 [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]



PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX B)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       - UNIT PRICE   CHARGE UNIT
----------       ------------   -----------
                          
[**]                 [**]           [**]
[**]                 [**]           [**]

PAPER PRODUCTS
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]
[**]
[**]                 [**]           [**]
[**]                 [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]




PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX B)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       - UNIT PRICE   CHARGE UNIT
----------       ------------   -----------
                          
[**]                 [**]           [**]
[**]                 [**]           [**]

PAPER PRODUCTS
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]                 [**]           [**]
[**]
[**]
[**]                 [**]           [**]
[**]                 [**]           [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]



                                  (APPENDIX C)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING                     UNIT PRICE          CHARGE UNIT
----------                     ----------          -----------
                                    
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
                 [**]
PAPER PRODUCTS   [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]   [**]
[**]             [**]   [**]
[**]                              [**]                 [**]
[**]                              [**]                 [**]
[**]             [**]   [**]                [**]
[**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
[**]             [**]   [**]                [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE:  PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX C)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]





PROCESSING                     UNIT PRICE          CHARGE UNIT
----------                     ----------          -----------
                                    
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
                 [**]
PAPER PRODUCTS   [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]   [**]
[**]             [**]   [**]
[**]                              [**]                 [**]
[**]                              [**]                 [**]
[**]             [**]   [**]                [**]
[**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
[**]             [**]   [**]                [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX C)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]





PROCESSING                     UNIT PRICE          CHARGE UNIT
----------                     ----------          -----------
                                    
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
                 [**]
PAPER PRODUCTS   [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]   [**]




                                    
[**]             [**]   [**]
[**]                              [**]                 [**]
[**]                              [**]                 [**]
[**]             [**]   [**]                [**]
[**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
[**]             [**]   [**]                [**]



PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX C)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]





    
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX C)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX C)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING



                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX C)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]



                            
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]



PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX C)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



                 UNIT PRICE   CHARGE UNIT
                 ----------   -----------
                        
PROCESSING
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]




PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX C)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



                 UNIT PRICE   CHARGE UNIT
                 ----------   -----------
                        
PROCESSING
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]



                                  (APPENDIX D)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]

                                    
PROCESSING       [**]          UNIT PRICE          CHARGE UNIT
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
                 [**]
PAPER PRODUCTS   [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]   [**]
[**]             [**]   [**]
[**]                              [**]                 [**]
[**]                              [**]                 [**]
[**]             [**]   [**]                [**]
[**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
[**]             [**]   [**]                [**]



PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX D)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



                                    
PROCESSING       [**]          UNIT PRICE          CHARGE UNIT
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
                 [**]
PAPER PRODUCTS   [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]             [**]                 [**]
[**]             [**]   [**]
[**]             [**]   [**]
[**]                              [**]                 [**]
[**]                              [**]                 [**]
[**]             [**]   [**]                [**]
[**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
   [**]          [**]   [**]                [**]
[**]             [**]   [**]                [**]



PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX D)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



                 UNIT PRICE   CHARGE UNIT
                 ----------   -----------
                        
PROCESSING
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]



                         
 [**]
 [**]               [**]          [**]
 [**]               [**]          [**]

 [**]
    [**]
    [**]
    [**]
    [**]
    [**]



[**]



PAPER TYPES USED:
                 
[**]                [**]
[**]                [**]
[**]                [**]
[**]                [**]


NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX D)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]




PAPER TYPES USED:
-----------------
                 
[**]                [**]




                 
[**]                [**]
[**]                [**]
[**]                [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX D)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]




PAPER TYPES USED:
-----------------
                 
[**]                [**]
[**]                [**]
[**]                [**]
[**]                [**]


NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX D)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING



                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]




PAPER TYPES USED:
-----------------
                 
[**]                [**]
[**]                [**]
[**]                [**]
[**]                [**]


NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX D)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]




                        
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]





PAPER TYPES USED:
-----------------
                 
[**]                [**]
[**]                [**]
[**]                [**]
[**]                [**]


NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX D)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING

                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]          [**]
[**]                [**]          [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]



PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                  (APPENDIX D)
                                     AMDOCS
                                      [**]
                                      [**]

                                  [**] PRICING
                                      [**]
                                      [**]
                                      [**]



PROCESSING       UNIT PRICE   CHARGE UNIT
----------       ----------   -----------
                        
[**]                [**]          [**]
[**]                [**]          [**]

PAPER PRODUCTS
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]                [**]          [**]
[**]
[**]
[**]                [**]         [**]
[**]                [**]         [**]

[**]
   [**]
   [**]
   [**]
   [**]
   [**]


PAPER TYPES USED:

    
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]



NOTE: PAPER PRICES IN THIS SCHEDULE ARE [**]

                                   Appendix E



                                     Amdocs

Special Services Pricing
SPECIAL HANDLING AND SERVICE CHARGES



                                 PER
               UNIT   CHARGE    EVENT
DESCRIPTION   PRICE    UNIT    MINIMUM   EVENT
-----------   -----   ------   -------   -----
                             
[**]           [**]    [**]      [**]     [**]
[**]           [**]    [**]      [**]     [**]
[**]           [**]    [**]      [**]     [**]
[**]           [**]    [**]      [**]     [**]
[**]           [**]    [**]      [**]     [**]
[**]           [**]    [**]      [**]     [**]
[**]           [**]
[**]           [**]    [**]      [**]     [**]
[**]           [**]    [**]      [**]     [**]
[**]           [**]    [**]      [**]     [**]
[**]           [**]    [**]      [**]     [**]
[**]           [**]    [**]      [**]     [**]
[**]                   [**]      [**]     [**]


                       PROFESSIONAL PRODUCTS AND SERVICES



                                 PER
               UNIT   CHARGE    EVENT
              PRICE    UNIT    MINIMUM   EVENT
              -----   ------   -------   -----
                             
[**]           [**]    [**]      [**]     [**]
[**]                   [**]      [**]
[**]           [**]    [**]      [**]     [**]


                             [**]SERVICES RATE CARD

                              PROFESSIONAL SERVICES



                     CHARGE     PER
BASIC       CHARGE     PER     EVENT
SERVICES     UNIT     UNIT    MINIMUM   EVENT
--------    ------   ------   -------   -----
                            
[**]
[**]         [**]     [**]      [**]     [**]
[**]         [**]     [**]      [**]     [**]
[**]         [**]     [**]      [**]     [**]
[**]
[**]         [**]     [**]      [**]     [**]
[**]                  [**]      [**]     [**]
[**]                  [**]      [**]     [**]
[**]         [**]     [**]               [**]
[**]         [**]     [**]               [**]




                            
[**]         [**]     [**]      [**]     [**]
[**]         [**]     [**]      [**]     [**]

             [**]

[**]
[**]
[**]         [**]     [**]      [**]     [**]
[**]         [**]     [**]      [**]     [**]
[**]         [**]     [**]      [**]     [**]
[**]         [**]     [**]      [**]     [**]
[**]         [**]     [**]      [**]     [**]
-    [**]    [**]     [**]      [**]     [**]
[**]
             [**]
[**]         [**]     [**]               [**]
[**]         [**]     [**]      [**]     [**]



[**]



                                  (APPENDIX F)
                                     AMDOCS
                       DESCRIPTION OF CONVERSION SERVICES

Project Development Estimates (PDE) are issued for project change requests.
Client Services Management owns a Project Change Request (PCR) process to
receive, qualify and submit PDE requests.

PDE's are issued with seven basic components:

PROJECT DEFINITION

A brief statement of the scope and high-level requirements for the requested
project. More detail can be found in the Project Development Plan or the Project
Requirements Document

PRICE

Estimate or Actual detail charges for hourly and fixed fee services. Hourly
Services include, but not limited to Project Management, Development, Testing,
Print Analyst, Expedite Fee (for high priority requests)

ASSUMPTIONS

Assumptions relate only to the contractual obligations undertaken by the PDE.
Includes the facts that it is an estimate and actual costs may vary, that it is
subject to expiration if not approved within [**], etc. Technical assumptions
are found in the Project Development Plan.

PROJECT MILESTONES

Milestone actions and dates requiring client review and action if the documented
schedule is to be met.

PROJECT MANAGEMENT

This fee is for requirements gathering events, software solution documentation,
and management of the overall project from software design and construction
through software integration in the Production environment. Project Management
is the application of knowledge, skills, tools, and techniques to project
activities in order to meet or exceed stakeholder needs and expectations from a
project

DEVELOPMENT / QA

The fee is designing, coding unit and integration testing of the software
solutions

DOCUMENTATION

This fee is for writing the Operations manuals, input data map, statement map,
and other documents required under the Software Development Life Cycle (SDLC),
the corporate standard development process or by Operational departments in
order to implement the software in the Production environment.



Additional documentation:

User Documentation:

Document(s) outlining the functionality of product delivered in non-technical
terms. Should include some, if not all, of the following items: actual sample
screen displays, procedures for running, possible error conditions, handling of
posted errors, etc


                                   SCHEDULE T
                       [**] CUSTOMIZATION HOURS PROCEDURE

1.   Regulatory Requirements Review Procedure - General

In order to determine the utilization of the [**] Customization Hours, Sprint
and Amdocs shall follow the procedure described in this Schedule T. This
Procedure is comprised of the following four phases:

     1.1  The Requirements Phase

     Definition of the applicable regulatory requirements (i.e. state and
     federal regulatory requirements, including without limitation, those
     requirements promulgated by the Federal Communications Commission)

     1.2  The Quality Review Phase

     Verification of information necessary for design of the software solution
     for the applicable regulatory requirement

     1.3  The Alternative Solutions Phase Presentation of alternative solutions

     1.4  The LOE (level of effort) Review Phase Review by Sprint and Amdocs of
          the alternative solutions and estimates (provided in the Alternative
          Solutions Phase) and reaching a mutual agreement of the utilization
          (if any) of the available [**] Customization Hours.

With the exception of any efforts related to the development of the LLE for the
technical solution (as these terms are defined in Section 4.2 below), which will
be paid for by Sprint or for which [**] Customization Hours will be used, [**].

2.   The Requirements Phase

     2.1  Sprint's team responsible for managing Ensemble business requirements
          will work with Sprint's applicable managers (Sprint's relevant
          "business owners") to identify and define the relevant regulatory
          requirements by performing the following activities:

          (i)  Preparation of any supplementary data related to the regulatory
               requirements in accordance with the table in Annex A attached to
               this Schedule T and made a part hereof ("Regulatory Requirements
               Supplementary Data").

          (ii) Submission by Sprint to Amdocs, in a form of functionality change
               requests ("CRs"), of the functionality changes resulting (in
               Sprint's opinion) from the regulatory requirements based upon the
               Regulatory Requirements Supplementary Data. For the avoidance of
               doubt, the



               corresponding Regulatory Requirements Supplementary Data will be
               submitted to Amdocs as well. In each CR, Sprint will separate the
               functionality changes derived from regulatory requirements and
               those resulting from non-regulatory requirements and specify the
               applicable Categories as described in clause (iii) below.

          (iii) Assignment by Sprint of categories to the required functionality
               changes derived from regulatory requirements within each CR,
               based on the descriptions in the following table ("Category" or
               "Categories"):



   Regulatory requirements                       Regulatory requirement
functionality change Category   Description   functionality change content
-----------------------------   -----------   ----------------------------
                                        
Category 1                          [**]                  [**]
Category 2                          [**]                  [**]
Category 3                          [**]                  [**]


     2.2  Amdocs will promptly confirm that Sprint's assignment of Categories is
          (in Amdocs' opinion) correct or, in the event that Amdocs is of the
          opinion that a different Category is more suitable or that there are
          other ways to comply with the applicable regulatory requirement,
          Amdocs will promptly discuss with Sprint the above issues; provided
          that if, in any case, Sprint and Amdocs are unable to promptly agree
          as to any Category assignment, Sprint's decision as to Category shall
          be determinative subject to the dispute resolution process specified
          in Sections 7.2 and 7.3 below.

     2.3  Sprint will prioritize the Category 2 and 3 regulatory requirements
          functionality changes within each CR as an input for the LOE Review
          Phase, to support decision on inclusion/exclusion of such
          functionality changes in case Sprint concludes that the corresponding
          estimated effort does not support the cost benefit considerations or
          applicable business case. Category 1 regulatory requirements
          functionality changes shall not be prioritized, as such changes will
          not be considered for exclusion during the LOE Review Phase.

     2.4  Amdocs will support Sprint in the preparation of the relevant CRs
          documentation by providing guidance for cost effective approach to the
          applicable solutions (as customary between the Parties with regard to
          the CRs at the time of execution of Amendment No 9 to the Original
          Agreement).

     2.5  Sprint will prepare and provide the regulatory requirements CRs (as
          well as the Regulatory Requirements Supplementary Data) based on a
          single solution approach (i.e., the CRs shall not require multiple
          solutions recommendations for the same regulatory requirements
          functionality changes).



3.   The Quality Review Phase

This Quality Review Phase shall commence before the conclusion of the
Requirements Phase. Sprint's teams responsible for managing Ensemble business
requirements and Sprint's team responsible for planning integration with Amdocs
will confirm the following, and updated or missing information and documents
shall be submitted to Amdocs:

     3.1  All of the required Regulatory Requirements Supplementary Data is
          provided to Amdocs

     3.2  The submitted CRs clearly specify the applicable regulatory
          requirement(s).

Amdocs will review the CRs and the Regulatory Requirements Supplementary Data to
validate the assigned Category and to verify whether the regulatory requirements
can not be complied with in other ways, but, for the avoidance of doubt, Sprint
shall have the final right to decide which solution will be implemented and any
Category determination. However, the Parties acknowledge that Amdocs may have
concerns regarding the assigned Category even during the Alternative Solutions
Phase and the LOE review Phase and is entitled to dispute the assigned Category
as a result of such concerns, subject to Section 7.4 of this Schedule T.

4.   The Alternative Solutions Phase

     4.1  Amdocs will describe a proposed technical solution with regard to the
          regulator requirements functionality changes within each CR. Such
          description shall be in the form of an impact assessment document to
          be agreed upon and signed off by the parties (as customary between the
          Parties with regard to CRs at the time of execution of Amendment No. 9
          to the Agreement).

     4.2  Amdocs will also provide a breakdown of low level estimates of the
          required efforts ("LLEs") with regard to the proposed technical
          solution associated with the CR (in a separate document, as customary
          between the Parties with regard to CRs at the time of execution of
          Amendment No. 9 to the Agreement).

     4.3  Amdocs may provide alternative minimal development approaches and
          present them to Sprint for review and approval. For the avoidance of
          doubt, such alternative minimal development approaches may be in whole
          or in part within Sprint's responsibility (e.g., not necessarily a CR
          approach). Amdocs will also provide an initial rough estimate of the
          cost of such alternative minimal development approach (es).

     4.4  Sprint and Amdocs will discuss and decide a final solution to be
          implemented (taking into consideration also the alternative minimal
          development approaches).

5.   The LOE Review Phase

     5.1  For each Release, or CR if applicable, Amdocs will provide a
          regulatory requirements summary table ("Regulatory Requirements
          Summary



          Table") which includes the details specified in Annex B attached to
          this Schedule T and made a part hereof for each of the regulatory
          requirements functionality changes associated with that Release or CR.

     5.2  During this phase, Sprint and Amdocs will jointly review the
          Regulatory Requirements Summary Table. The purpose of this review is
          for Sprint and Amdocs to agree on the amount of [**] Customization
          Hours (including any Rolled-over [**] Customization Hours) to be used
          for the relevant Release or CR, provided the applicable [**]
          Customization Hours are not used up (or Customization hours to be paid
          in the event that there are not that many [**] Customization Hours).

     5.3  The agreed upon LLE will be a [**] which Amdocs is committed to
          perform the relevant regulatory requirement functionality change. If
          the applicable LLE is not agreed upon, then Amdocs' presented LLE
          shall be the basis for the use of the [**] Customization Hours [**]
          subject to the dispute resolution process.

     5.4  Sprint's applicable managers (Sprint's relevant "business owners") may
          participate in the review in case the LLE percentage allocation does
          not support the corresponding cost benefit considerations or the
          applicable business case.

6.   Payment

Following the process described above in this Schedule T, Sprint shall, as
applicable, promptly execute Additional Services Orders or Production CRs using
the Fast Track Procedure. Such Additional Services Orders or Production CRs
shall specify the allocation of [**] Customization Hours to be used (and/or
payment to be made).

7.   Special Escalation Procedure

     7.1  Sprint's team known as CBS Services Delivery will act as the
          facilitator with regard to the procedure described in this Schedule T
          in order to ensure its smooth implementation

     7.2  In the event of any dispute between the Parties during or with regard
          to the above process, the Parties will, as soon as practicable,
          discuss in good faith any applicable disagreements with the aim of
          solving such dispute within [**].

     7.3  In the event that the dispute is not resolved within such [**] period,
          all remaining disagreements shall be resolved in accordance with the
          Agreement's general dispute resolution provisions contained in Section
          4.6 of the Agreement.

     7.4  Amdocs acknowledges that regulatory compliance is critical to Sprint's
          business operations and therefore agrees that, notwithstanding any
          dispute between the Parties during or with regard to any aspect of the
          procedure describe din this Schedule T, Amdocs shall promptly
          undertake and complete, a technical solution as described in this
          Schedule T for every functionality change derived from regulatory
          requirements and requested by Sprint hereunder, according to a
          reasonable schedule as Sprint



          determines is necessary in order for it to comply with any regulatory
          deadline associates with such functionality change.



                              ANNEX A TO SCHEDULE T



Term                    Definition
----                    ----------
                     
Requirement Number      Complete and fully qualified requirement number from the
                        requirements submission form. This requirement must be
                        flagged as a regulatory item in this form.

Regulatory Category     1, 2 or 3 described above.

Regulatory Entity       Name of the regulatory organization or group that has
                        established the regulation or made the ruling

Regulatory Document     Name and reference to the specific document that
                        contains the subject regulation. (Copy of regulation to
                        be attached to requirements document).

Regulatory Document     Specific reference within the regulatory document that
Reference               describes the regulation (ex. Docket Number, Page, etc.)

Regulation Compliance   Date that Sprint must be in compliance with the
Date                    regulation. Additional information if necessary should
                        be included in the Business Case.

Penalties               Yes or No. If the regulation imposed specific penalties
                        associated with non-compliance, the details should be
                        included in the Business Case.

Legal Approval          Name of the person in the Legal Department who has
                        approved that the requirement is necessary to be
                        compliant with a regulation.

Guideline/Industry      This field is used to identify a requirement to modify a
Standard Change         previous implementation of the same regulatory item. A
                        reference should be provided to the previous
                        implementation of the regulation, for example "Ensemble
                        Release 3.1"

Explanation of the      An explanation why the business requirement in the
applicability           proposed CR is an applicable solution to the regulation




                              ANNEX B TO SCHEDULE T



Term                    Definition
----                    ----------
                     
CR Number               The CR's assigned number

Requirement Number      Complete requirement number from the CR form

Sprint's Category       The Category as assigned by Sprint for this requirement
                        in the applicable CR

Amdocs' Category        The Category for this requirement per Amdocs'
                        understanding (if different from Sprint's Category).

                        Note: This is a temporary field. Once the LOE Review
                        phase is concluded and the final Category is determined
                        (according to the process described in Schedule T) this
                        field will be cleared

LLE                     LLE [**] for this regulatory requirement

Alternative Minimal     The effort [**] required for development of the
Development Approach    alternative minimal development approach. This field is
Estimate                applicable only for requirements of Category 2 or 3, and
                        will remain empty for requirements of category 1

Percentage of the LLE   The alternative minimal development approach percentage
                        of the LLE (where 100% represents the full solution,
                        i.e., not such alternative approach)



                                   SCHEDULE U

                                 SERVICES MATRIX



                         CUSTOMER     CUSTOMER DATA
                           DATA     SECURELY ACCESSED
                           SENT        IN US BASED       ACTIVITIES AS
AREA                      TO [**]      DATA CENTER      CURRENTLY KNOWN
----                     --------   -----------------   ---------------
                                               
Production management
   / shift management      [**]            [**]            [**]
Scheduling                 [**]            [**]            [**]
Bill validation**          [**]            [**]               - [**]
Billing QA                 [**]            [**]            [**]
Reference Tables           [**]            [**]            [**]
Billing OGS team           [**]            [**]            [**]
Help Desk                  [**]            [**]            [**]
Infrastructure Support     [**]            [**]            [**]
Conversion Execution       [**]            [**]            [**]
Traffic Management         [**]            [**]            [**]
AR/GL Validation           [**]            [**]            [**]
Transmissions              [**]            [**]            [**]
Fulfillment                [**]            [**]            [**]
Information security       [**]            [**]            [**]


** [**], the following additional details shall apply:[**]




            Champaign, IL   [**]
            -------------   ----
                      
[**]        [**]            [**]
   > [**]   [**]            [**]
   > [**]   [**]            [**]
   > [**]   [**]            [**]
[**]        [**]            [**]
   > [**]   [**]            [**]
   > [**]   [**]            [**]




                      
   > [**]   [**]            [**]
   > [**]   [**]            [**]
   > [**]   [**]            [**]



All Champaign resources are [**]
All [**] resources are [**]




                                   Schedule V
                          Historical Data Requirements

HISTORICAL DATA REQUIRMENTS



              NUMBER OF
            MONTHS/ DAYS
PARAMETER     AVAILABLE
---------   ------------
         
[**]
[**]        [**]
[**]        [**]
[**]        [**]
[**]        [**]
[**]        [**]
[**]        [**]
[**]        [**]
[**]        [**]
[**]        [**]




                                   Schedule V
                          Historical Data Requirements

PURGE AND ARCHIVE PROJECT

                        
[**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]          [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]





                                   Schedule V
                          Historical Data Requirements



                                          Amount of
                                          Historical
                                          Data to be
                                         included in
     REMARK_TYPE_CD   REMARK_TYPE_DESC    Conversion
     --------------   ----------------   -----------
                                
 1        [**]              [**]             [**]
 2        [**]              [**]             [**]
 3        [**]              [**]             [**]
 4        [**]              [**]             [**]
 5        [**]              [**]             [**]
 6        [**]              [**]             [**]
 7        [**]              [**]             [**]
 8        [**]              [**]             [**]
 9        [**]              [**]             [**]
10        [**]              [**]             [**]
11        [**]              [**]             [**]
12        [**]              [**]             [**]
13        [**]              [**]             [**]
14        [**]              [**]             [**]
15        [**]              [**]             [**]
16        [**]              [**]             [**]
17        [**]              [**]             [**]
18        [**]              [**]             [**]
19        [**]              [**]             [**]
20        [**]              [**]             [**]
21        [**]              [**]             [**]
22        [**]              [**]             [**]
23        [**]              [**]             [**]
24        [**]              [**]             [**]
25        [**]              [**]             [**]
26        [**]              [**]             [**]
27        [**]              [**]             [**]
28        [**]              [**]             [**]
29        [**]              [**]             [**]
30        [**]              [**]             [**]
31        [**]              [**]             [**]
32        [**]              [**]             [**]
33        [**]              [**]             [**]
34        [**]              [**]             [**]
35        [**]              [**]             [**]
36        [**]              [**]             [**]
37        [**]              [**]             [**]
38        [**]              [**]             [**]
39        [**]              [**]             [**]
40        [**]              [**]             [**]
41        [**]              [**]             [**]
42        [**]              [**]             [**]
43        [**]              [**]             [**]
44        [**]              [**]             [**]
45        [**]              [**]             [**]
46        [**]              [**]             [**]
47        [**]              [**]             [**]
48        [**]              [**]             [**]
49        [**]              [**]             [**]
50        [**]              [**]             [**]




                                   SCHEDULE W

                              FAST TRACK PROCEDURE

The following procedure shall apply to Production CRs:

1.   Sprint shall submit to Amdocs a detailed request for each Production CR by
     using the Production CRs Request Form (Annex A to this Schedule W).

2.   Amdocs shall promptly review the Production CRs Request Form in order to
     verify that the requested Production CR is compliant with the Production CR
     definition specified in Section 12.1 (Defined Terms) of the Agreement. In
     the event that Amdocs is of the opinion that the requested Production CR
     does not comply with the above referred to definition, Amdocs shall
     promptly notify Sprint and the Parties will discuss whether the requested
     Production CR is to be processed as a Production CR or as part of an
     Additional Release. If Sprint and Amdocs do not agree, the requested
     Production CR shall not be treated as a valid Production CR until and
     unless decided otherwise through the dispute resolution procedures referred
     to in Section 9 below.

3.   Promptly following the conclusion of the activities described in Section 2
     above of this Schedule W, the following shall occur:

     (a)  Amdocs shall provide Sprint with an initial rough estimate of the
          amount to be charged by Amdocs for the development of the Production
          CR; and

     (b)  Sprint and Amdocs applicable teams shall meet and discuss in detail
          Sprint's Production CR requirements and Amdocs' proposed solution with
          regard to such requirements (i.e., the scope of the Production CR).

4.   Following and based upon the above Parties' teams discussions, Amdocs shall
     send Sprint a Production CRs SOW substantially in the form of Annex B to
     this Schedule W. Such Production CRs SOW shall also include the applicable
     Production CRs Charges.

5.   Amdocs will provide an impact assessment document with regard to all
     Production CRs that involve Customization. In the event that any particular
     Production CR does not involve Customization, an Impact assessment document
     will not be provided by Amdocs for that Production CR.

6.   Production CRs SOW, and, where applicable, the Impact Assessment Document,
     shall not be deemed approved by Sprint until approved as follows:

     (a)  The Production CRs SOW shall be approved by two signatures: One by
          Sprint's applicable manager (Sprint's relevant "business owner") and
          the second by Sprint's Vice President, Customer Billing Services

     (b)  The Impact Assessment Document (if any) shall be approved by mail.

     For the avoidance of doubt, Amdocs is not required to sign the Production
     CRs SOW (and the impact assessment document, if any) but shall not commence
     the performance of any Additional Services required by the applicable
     Production CRs


                                       1



     SOW unless such Production CRs SOW is approved by Sprint as provided for in
     Section 5.3.7 (Invoicing of Production CRs) of the Agreement.

7.   Following Sprint's approval as provided for in Section 5.3.7 (Invoicing of
     Production CRs) of the Agreement, Amdocs shall commence the development of
     the applicable Production CR and shall perform the requirements of the
     Production CR SOW.

8.   In the event that Sprint would like to introduce changes to an already
     approved Production CRs SOW or cancel such approved Production CRs SOW,
     Sprint shall so notify Amdocs by an e-mail sent to the Amdocs contacts
     specified in that Production CR SOW. Upon receipt of such notification
     e-mail, Amdocs shall cease all performance of the affected Production CRs
     SOW and do the following: (i) Send to Sprint an invoice for all efforts
     performed by Amdocs with regard to such Production CRs SOW until the
     cessation of efforts as aforesaid (amount of Customization hours comprising
     such efforts to be specified) and Sprint shall pay such invoice in
     accordance with the provisions of Section 5.3.10 of the Agreement, and (ii)
     in the event that the above notification e-mail refers to requested changes
     in the approved Production CR SOW, Amdocs shall also send to Sprint a
     revised Production CRs SOW, based on the requested changes, for Sprint's
     review and comments / approval while specifying the effect of such changes
     on timetable and efforts to be paid by Sprint. Upon reaching an agreement
     between Sprint and Amdocs regarding the revised Production CRs SOW, it has
     to be approved by Sprint in accordance with the procedure described in
     Section 5.3.7 (Invoicing of Production CRs) of the Agreement.

9.   Special escalation procedure regarding production CRs:

     (a)  In the event of any dispute between the Parties during or with regard
          to the above described Fast Track Procedure, the Parties will, as soon
          as practicable, discuss in good faith any applicable disagreements
          with the aim of solving such disagreements within [**].

     (b)  In the event that the above disagreements are not resolved within such
          [**] period, all remaining disagreements shall be resolved in
          accordance with the Agreement's general dispute resolution provisions
          specified in Sections 4.6.1 and 4.6.2 of the Agreement.


                                       2



                             ANNEX A TO SCHEDULE W

                          PRODUCTION CRS REQUEST FORM


CBS IT - CHANGE REQUEST FORM

                                                                                                           
DATE SUBMITTED: For CBS-IT Release Management Use   In-scope for Release: __________________
                Only                                In scope for Build: ____________________
                CR #: 1035

TITLE: _____________________________________________________________________________________________________________________________

BUSINESS AREA: _________________   BUSINESS SME: _________________   PROJECT MANAGER: _________________   VERSION: _________________

REQUEST PURPOSE:  [X] Enhancement                        [ ] Concept                                TARGET DATE: ___________________
                                                                                                    Date CR needs
                  [ ] This CR is associated with a defect fix.  Vantive number: __________________  to be delivered

STATUS            [X] Standard Request  [ ] Production Support (complete       [ ] Urgent (complete Justification Section if
                                            Justification Section if checked)      checked)

ANTICIPATED       [X] Care           [X] Enterprise/     [ ] IT Customer   [ ] National       [ ] Product        [ ] Strategic
BUSINESS AREAS                           Corporate           Billing           Upgrade            Management         Business
AFFECTED                                 Accounts            Services          Program                               Operations
Note: If more                                                (CBS)
than one
Business Area is  [X] CFS- Cash      [ ] Finance         [ ] IWS           [ ] NexStep        [ ] Resource       [ ] Tax
affected,                                (Commissions)                                            Management
cross-functional
approval is       [X] CFS-           [ ] Finance         [ ] Legal         [X] Sprint         [ ] Revenue        [ ] Telesales
required.             Collections        (AR/AP/                               Partners           Assurance
                                         Controller)
At completion of
requirements      [X] CFS - Credit   [ ] Fulfillment     [ ] Marketing     [ ] Sprint Retail  [ ] Sales          [ ] VAD
cross-functional                                                               Stores             Operations
impact matrix to
be completed by   [ ] Corporate      [ ] IT              [X] National      [ ] Order          [ ] Service &      [ ] WNP
EU.                   Compliance         Architecture        Field Care        Management         Repair
                                                            (The Regions)

                  [ ] Engineering    [X] Customer Life   [ ] Business      [ ] Pricing        [ ] Boost          [ ] Other -
                                         Cycle &            Continuity
                                         Retention

                  [ ] Other -        [ ] Other -         [ ] Other -       [ ] Other -

REGULATORY        [ ] This CR contains requirements necessary to comply with government regulations
IMPACT            [ ] This CR introduces automation or refinement to functionality affecting regulatory compliance
Check all that    [ ] This CR introduces risks to regulatory compliance that must be addressed
apply             NOTE: If either of the above apply, complete the REGULATORY IMPACTS section below

ANTICIPATED IT    [ ] AR &           [ ] Fraud           [ ] Lockbox       [ ] Price Plans    [ ] Switch         [ ] Training
AREAS AFFECTED        Collections                                                                 Control
At completion of
requirements      [ ] Billing        [ ] INC/SNC         [ ] MPS/MAF/EMS   [ ] Provisioning   [ ] TOES           [ ] Security
cross-functional
impact matrix to  [X] CSM            [ ] Infrastructure  [ ] NDW           [ ] Reference      [ ] VAD            [ ] SAS
be completed by                                                                Tables
EU
                  [ ] Customer       [ ] Interfaces      [ ] OARS          [ ] Resource       [ ] WIAT           [ ] Data Management
                      Hierarchy                                                Management

                  [ ] eCare          [ ] Inventory       [ ] OCA Download  [ ] SAR            [ ] Wireless       [ ] Other -
                                         Control                                                  Manager

                  [ ] FBF            [ ] IVR             [ ] OL2           [ ] Smart Connect  [ ] XML Bridge     [ ] Other -
                                                                                                  for IWS

                  [ ] FDT            [ ] Lightbridge     [ ] PaymentTech   [ ] STARS          [ ] APIs           [ ] Other -

QUANTITATIVE      [ ] Increase       [ ] Decrease Churn  NON-QUANTITATIVE IMPACTS             [ ] Customer       [ ] Ensemble User
IMPACTS               Revenue                            (Check All that apply)                   Impacting          Impacting
(Check all that
apply)            [ ] Increase ARPU  [ ] Reduce Costs                                         [ ] Leverage       [ ] Other -
                                                                                                  Other
                                                                                                  Investments

HIGH-LEVEL
DESCRIPTION OF
IMPACTS

HIGH LEVEL DESCRIPTION

Please be as detailed as possible
when describing what you are
looking for from this CR. Remember
that you will need to break out the
specific detailed requirements in
the 'Detailed Requirements' section
of this form. Attachments/examples
into this description are welcomed.

CURRENT SITUATION AND WORKAROUNDS

Describe the problem or current
situation requiring a solution.
Include costs, risks, etc.,
associated with the current
situation.



CBS IT -  Change Request Form
Modified: April 23, 2004
Version: 3.0


                                                                     Page 1 of 7


CBS IT - CHANGE REQUEST FORM

                                              
KEY BENEFITS
Include other business needs this CR may
satisfy in addition to the primary problem
described in Current Situation.

WHAT WILL CHANGE
Describe the prescribed changes at a
functional level. Remember to describe what
the system must do without attempting to
dictate how it will do it.

Any business process changes associated with
the system change should be included here as
well.

ASSUMPTIONS
Please include any known assumptions which
impact or could impact the
implementation/development of this CR.

DEPENDENCIES
Include dependencies on other projects, CRs,
or initiatives upon which the validity or
implementation of this CR depends.

            SECURITY IMPACTS: Will this
            functionality be available to all
            users or will security
POTENTIAL   restrictions be required for this
SECURITY    functionality?
IMPACTS
            Which functional areas within
            Sprint will need to have access to
            this functionality?

POTENTIAL TABLES IMPACTS
Tables Impacts: Will this functionality
require a Schema change, New entry, or
Modification to the Reference Tables?

REGULATORY IMPACTS
DESCRIBE HOW THIS CR IMPACTS REGULATORY
COMPLIANCE. WHAT PORTIONS OF THIS CR ARE
NECESSARY TO COMPLY WITH GOVERNMENT
REGULATIONS? DOES THIS CR MAKE COMPLIANCE
EASIER, CHEAPER, LESS RISKY? ARE THERE
POTENTIAL RISKS TO COMPLIANCE INTRODUCED BY
THIS CR?

                                                 IT General Funds [X]
                                                 ITAC [ ]
                                                 POC [ ]
ANTICIPATED FUNDING SOURCE                       PIC [ ]
                                                 Regulatory [ ]
                                                 Other (please specify) [ ] ________________________________________________________



CBS IT - Change Request Form
Modified: April 23, 2004
Version: 3.0


                                                                     Page 2 of 7



CBS IT - CHANGE REQUEST FORM

                                              
                                                 Unsure-Please recommend [X]
                                                 Sprint User Acceptance Testing [ ]
SUGGESTED TESTING                                Billing [ ]
CHECK ALL THAT APPLY                             Data Aging (Multi Bill Runs) [ ]
                                                 FDT/CSM [ ]
                                                 Other (please specify) [ ] ________________________________________________________

TEST OUTPUT REQUIREMENTS
List any test output files that you would like
to review prior to this request being
implemented



CBS IT - Change Request Form
Modified: April 23, 2004
Version: 3.0


                                                                     Page 3 of 7


CBS IT - CHANGE REQUEST FORM

DETAILED BUSINESS REQUIREMENTS SECTION



BUSINESS     BUSINESS SCENARIO
SCENARIO #   DESCRIPTION           REQ #   REQUIREMENT              ADDITIONAL INFORMATION   ACCEPTANCE CRITERIA   PRIORITY
----------   -------------------   -----   ----------------------   ----------------------   -------------------   -----------------
                                                                                                 
             DEFINITION:                   DEFINITION:                                       DEFINITION:           DEFINITION:
             A Sprint process              A description of an                               Brief description     Regulatory = R
             that must be                  activity or function                              how the requirement   Mandatory = M
             supported by the              that must be performed                            can be tested to      Nice to Have = NH
             desired new or                by the system.                                    meet the Business
             modified system                                                                 requirement.
             functionality                 Describes what the
                                           system must do but not
                                           how the system must do
                                           it.

                                           Each requirement
                                           should stand alone,
                                           defining only one
                                           function or activity.

             EXAMPLE:                      EXAMPLE:                                          EXAMPLE:              EXAMPLE:
             User is performing            Ensemble will not                                 Ensure Ensemble       M
             an activation of a            allow the user to                                 will not allow the
             new pre-paid                  complete the                                      user to complete
             subscriber on a new           activation without                                the activation
             account.                      completing the credit                             without completing
                                           check.                                            a credit check.

                                           EXAMPLE:                                          EXAMPLE:              EXAMPLE:
                                           Ensemble allows the                               Ensure Ensemble       NH
                                           user to enter address.                            allows a user to
                                                                                             enter an address.

Enter Your Data Below. Insert New Rows as needed.





CBS IT - CHANGE REQUEST FORM

GENERAL APPROVALS

The following approvals are required for every Change Request submission:



AUTHORIZED APPROVER                      PRINTED NAME                              SIGNATURE
-------------------                      ---------------------------------------   -------------------------------------------------
                                                                             
REQUESTING VICE PRESIDENT
(SIGNATURE REQUIRED WHEN SUBMITTED)

CBS VICE PRESIDENT

AMDOCS VICE PRESIDENT

ENSEMBLE UTILIZATION

CBS-PI PLANNING & INTEGRATION DIRECTOR


CROSS-FUNCTIONAL APPROVALS

Approval from each affected functional area is required.



NAME OF CROSS-FUNCTIONAL APPROVER        EXTERNAL FUNCTION (BUSINESS AREA)         SIGNATURE
---------------------------------        ---------------------------------------   -------------------------------------------------
                                                                             



KEY CONTACTS

Contact information is required for all stakeholders listed. (THIS IS REQUIRED
FOR SOW AND IA CONTACT INFORMATION)



TITLE                   NAME                             ORGANIZATION                  OFFICE PHONE                 PTN
-----                   ------------------------------   ---------------------------   --------------------------   ----------------
                                                                                                        
EBO SPONSOR

REQUESTING VP

BUSINESS SME CONTACT:

IT PM CONTACT:

CR REQUESTOR / AUTHOR

EU CONTACT


CBS IT - Change Request Form
Modified: April. 23, 2004
Version: 3.0


                                                                     Page 5 of 7



CBS IT - CHANGE REQUEST FORM

CORE TEAM MEMBERS



NAME                    POSITION (TITLE)                 PHONE                         EMAIL
----                    ------------------------------   ---------------------------   ---------------------------------------------
                                                                              



CHANGE RECORD



DATE                    AUTHOR                           VERSION   CHANGE REFERENCE
----                    ------------------------------   -------   -----------------------------------------------------------------
                                                          



CBS IT - Change Request Form
Modified: April. 23, 2004
Version: 3.0


                                                                     Page 6 of 7



CBS IT - CHANGE REQUEST FORM

Addendum: Urgent / Production Support Change Request

Section must be completed if the Change Request is flagged as Production Support
or deemed Urgent. NOTE completing these sections does not guarantee approval for
delivery outside of the normal change requirement process. Clear, concise,
accurate, and complete information is required in this section.

                                       
JUSTIFICATION:
Urgent: Why this change request is
urgent enough to justify varying from
the Standard Change Request process

Production Support: Why this CR must be
included as an enhancement or fix for
the next Maintenance build.



CBS IT - Change Request Form
Modified: April 23, 2004
Version: 3.0


                                                                     Page 7 of 7


                             ANNEX B TO SCHEDULE W

                            PRODUCTION CRS SOW FORM


amdocs

                             STATEMENT OF WORK FORM

DATE PREPARED:

FROM:

TO:                        [**]

COMPANY:                   Sprint

REGARDING:                 FTxxxx - (name)

HIGH LEVEL DESCRIPTION:

KEY BENEFIT:

ASSUMPTIONS/LIMITATIONS:

IMPACTED AREAS:

TESTING REQUIREMENTS:

ESTIMATED COMPLETION DATE:

LOE: XXX Hours

COST:
Amdocs shall charge Sprint for CR in the amount of $XXXXXX.XX

TERMS OF PAYMENT: 100% upon completion.

MISCELLANEOUS:
Attached is the original CR request

                                      [**]        [**]
---------------------------   --------------------   --------------   ----------
Authorized Customer Billing           Name               Title           Date
 Services (CBS) Signature

---------------------------
      Sprint Purchase
        Order Number



                                   SCHEDULE Y

                         PRIVACY AND SECURITY ATTACHMENT

This Schedule Y supplements and is a part of the Agreement to which it is
attached. Capitalized terms used in this Schedule without definition have the
meanings ascribed to them in the Agreement.

     1.   WEAPONS. Amdocs Personnel must not carry weapons or ammunition onto
          Sprint's premises or use or carry weapons while performing Services at
          any Sprint facility or attending Sprint-sponsored activities. Amdocs
          Personnel at Sprint's premises must comply with all postings or
          notices located at Sprint's premises regarding safety, security or
          weapons. As used herein, "Personnel" means direct and indirect
          employees, subcontractors and agents.

     2.   BACKGROUND CHECKS. To the extent permitted by law:

               a.   Amdocs will ensure that reasonable background checks are
                    performed on all [**] Amdocs Personnel being hired to
                    perform Services for Sprint and any other background checks
                    required by law for the performance of Services. Without
                    limiting the foregoing, for US citizens, background checks
                    will include, at a minimum: [**]; and

               b.   For non US citizens, background checks will be conducted in
                    accordance with and to the extent permitted by, the
                    applicable laws of the relevant country.

               c.   Amdocs Personnel who provide Services to Sprint will not
                    include anyone with a [**]; and

               d.   Amdocs will immediately remove any Amdocs Personnel with a
                    [**].

     3.   TREATMENT OF AND ACCESS TO SPRINT-OWNED PROPERTY. Sprint will be and
          remain, at all times, the sole and exclusive owner of the Sprint-Owned
          Property (including any modification, compilation, or derivative work
          of, and all intellectual property and proprietary rights contained in
          or pertaining to, the Sprint-Owned Property). Except as expressly
          provided in Section 7 of the Agreement and Section 12 and Section 14
          of this Schedule Y, Amdocs must return all Sprint-Owned Property to
          Sprint upon (a) the termination or expiration of this Agreement and
          (b) at any time earlier upon Sprint's request, provided however that
          the parties shall negotiate in good faith to ensure that the return of
          Sprint-Owned Property at Sprint's request would not interfere unduly
          with Amdocs' performance of this Agreement. Subject to Section 10.1 of
          the Agreement, Amdocs is responsible and must account for all
          Sprint-Owned Property, [**]. Sprint-Owned Property may only be used in
          connection with Amdocs' performance of its obligations under this
          Agreement. Amdocs will not commercially exploit the Sprint-Owned
          Property, including without limitation Sprint Data, or do any other
          thing that may in any manner adversely affect the



          integrity, security or confidentiality of such items, other than as
          specified herein or as directed by Sprint in writing.

     4.   SPRINT PROPRIETARY MATERIALS. All Sprint-Owned Property in existence
          on the Effective Date or, if created or acquired thereafter, created
          or acquired entirely independently of Amdocs' engagement hereunder,
          will continue to be owned exclusively by Sprint and Amdocs will not
          have any rights thereto, except as may be expressly provided pursuant
          to this Agreement.

     5.   PROPERTY RETURN. When an Amdocs Personnel assignment ends for any
          reason, voluntary or involuntary, Amdocs will ensure all Sprint-Owned
          Property in Amdocs Personnel possession is returned to Sprint [**]. If
          Sprint-Owned Property, including without limitation security badge and
          keys, is not returned within [**], Amdocs will [**].

     6.   IT AND SECURITY POLICIES. Amdocs will, and will cause all its
          Personnel to comply with the Sprint information technology, security,
          facilities and engineering policies and requirements as they [**] by
          Sprint to Amdocs from time to time [**]. Without limiting the
          foregoing, Amdocs acknowledges that the following policies [**] shall
          be considered [**] and acknowledges its obligation pursuant to the
          Agreement to abide by such policies: (a) [**]). Sprint shall provide
          any modifications and updates in the IT and Security Policies to
          Amdocs in writing; provided that [**], in which event [**]. Amdocs
          will become compliant with such modifications and updates in the IT
          and Security Policies within [**], the specific timeframe as mutually
          agreed to by the Parties. Sprint will cooperate with Amdocs'
          compliance efforts and the Parties will negotiate in good faith the
          period for such compliance efforts if the Parties mutually agree that
          the scope of the compliance requirements necessitate a longer
          timeframe for implementation. If implementation of future
          modifications and updates in the IT and Security Policies requires an
          Amdocs investment, then such increased costs shall be allocated
          pursuant to the applicable provisions of Section 2.5 of the Agreement
          (where Customization hours are involved) and agreed upon Additional
          Service Orders (for other and additional costs). Amdocs will inform
          all Personnel of their obligation to comply with all the IT and
          Security Policies. In the event of any violation of any of the IT and
          Security Policies, whether by Amdocs or any of its Personnel, Amdocs
          will (i) cure the violation to Sprint's satisfaction [**], as and to
          the extent directed by Sprint, remediate any impact thereof; (ii)
          immediately offer to remove or remove from any service for Sprint any
          Personnel who commit a material violation of any of the IT and
          Security Policies and (iii) furnish a suitable replacement, meeting
          all the requirements hereof, [**]. If Amdocs has not cured the
          violation within [**], Sprint may, at its option, and without limiting
          any other remedy hereunder, [**]. Amdocs agrees that Sprint may [**].
          Notwithstanding the provisions of Section 6, [**] of this Schedule Y,
          such Sections of this Schedule Y shall apply; provided that [**], then
          the Parties shall meet in good faith to determine the manner and
          timeframe in which Amdocs shall implement such changes in Sprint's IT
          and Security Policies and consistent with Section 2.5 of the Agreement
          (if applicable).

     7.   DELETED



     8.   SPRINT SECURITY QUESTIONNAIRE. As part of Sprint's assessment of
          Amdocs' internal control structure, Amdocs may be requested, without
          limitation, to answer security questionnaires or conduct scans of
          servers, databases and other network hardware.

     9.   SECURITY PROCEDURES. All transactions that [**] that are sent by
          Amdocs outside of the networks and facilities owned and operated by
          Sprint or Amdocs will be encrypted [**] then the provisions of the
          last sentence of Section 6 of this Schedule Y shall apply.
          Additionally, each party will [**]. Each party agrees that any [**].
          For avoidance of doubt, nothing in this Section 9 shall be construed
          to limit Amdocs' obligations under Section 14(b) with respect to
          Privacy Laws.

     10.  INVESTIGATIONS. Amdocs will refer any security breach to Sprint
          Corporate Security immediately upon becoming aware of the incident.
          Amdocs must make [**] as reasonably requested. Amdocs will provide to
          corporate security the necessary personnel and resources to track,
          identify, and mitigate abuse of the suppliers systems as it pertains
          to fraud and theft investigations being conducted by Sprint.

     11.  OTHER SECURITY REQUIREMENTS.

     The costs for compliance with subsections (a) and (b) of this Section 11
     shall be allocated pursuant to the applicable provisions of Section 2.5 of
     the Agreement [**]. Sprint shall cooperate with Amdocs' compliance efforts
     with subsections (a) and (b) below. The Parties will state the technical
     requirements, implementation timetables and processes for compliance with
     subsections (a) and (b) below in [**] as applicable to be agreed upon by
     the Parties.

               a.   The systems, servers, applications and services provided by
                    Amdocs shall support Sarbanes Oxley regulations, Payment
                    Card Industry (PCI) standards.

               b.   The systems, applications and servers provided by Amdocs
                    [**] All aforementioned requirements [**]. Prior to
                    implementation of the [**]. In addition, Amdocs will provide
                    a [**].

               c.   Amdocs will provide a security point of contact to work
                    directly with Sprint Corporate Security. Amdocs must conduct
                    network scans on servers, databases, applications, and
                    network elements supporting Sprint and will provide scan
                    results to Sprint Corporate Security on a quarterly basis
                    with remediation steps for identified issues.

               d.   AMDOCS will complete Sprint Corporate Security's vendor
                    security plan within [**] days of the Effective Date of the
                    Agreement and maintain the security plan in accordance with
                    timelines included in the plan template [**] provided to
                    Amdocs.

     12.  CONFIDENTIAL INFORMATION

               a.   PROTECTION OF CONFIDENTIAL INFORMATION. Each Party
                    acknowledges that while performing its obligations under
                    this Agreement it may have access to the other Party's
                    Confidential Information. With respect to all



                    Confidential Information, and subject to the provisions of
                    Sections 7.1(c) and 7.3 of the Agreement, the Parties agree
                    that commencing on the Effective Date (or, if earlier, the
                    date on which either Party disclosed Confidential
                    Information to the other) and continuing during and after
                    the termination or expiration of this Agreement, neither
                    Party will disclose to any Third Party, and each Party will
                    keep strictly confidential, all Confidential Information of
                    the other. To protect Sprint's Confidential Information from
                    unauthorized use, including disclosure, loss or alteration,
                    Amdocs will (i) meet the IT and Security Policies, subject
                    to the provisions of Section 6 of this Schedule; and (ii)
                    inventory and test Security Standards before accepting
                    Sprint's Confidential Information. In no event will the
                    Recipient fail to use reasonable care to avoid unauthorized
                    use, including disclosure, loss or alteration of the
                    Discloser's Confidential Information.

               b.   PERMITTED DISCLOSURE. Each Party may disclose the other
                    Party's Confidential Information to the Recipient's
                    Personnel if they have a need to know and an obligation to
                    protect the Confidential Information that is at least as
                    restrictive as this Schedule Y. Neither Party will use the
                    Confidential Information of the other Party except solely as
                    necessary in and during the performance of this Agreement,
                    or as expressly licensed hereunder. Each Party will be
                    responsible for any improper use or disclosure of any
                    Confidential Information of the other by such Party's
                    officers, partners, principals, employees, agents or
                    independent contractors (including individuals who become
                    former partners, principals, employee, agents or independent
                    contractors).

               c.   EXCEPTIONS. The obligations of this Section will not apply
                    to any Confidential Information for a period longer than it
                    is legally permissible to restrict disclosure of that item
                    of Confidential Information.

               d.   REQUIRED DISCLOSURE. Either Party may disclose Confidential
                    Information to the extent required by law or by order of a
                    court or governmental agency or any other entity authorized
                    by applicable law to require such disclosure; provided,
                    however, that the Recipient of such Confidential Information
                    shall use its commercially reasonable efforts to maintain
                    the confidentiality of the Confidential Information by means
                    of a protective order or other similar protection and will
                    give the owner of such Confidential Information prompt
                    notice in order that it have every opportunity to intercede
                    in such process to contest such disclosure, and will use its
                    commercially reasonable efforts to cooperate with the owner
                    of such Confidential Information if the owner wishes to
                    obtain a protective order or otherwise protect the
                    confidentiality of such Confidential Information. The owner
                    of such Confidential Information reserves the right to
                    obtain a protective order or otherwise protect the
                    confidentiality of such Confidential Information.

               e.   THIRD PARTY INFORMATION. Neither Party will disclose to the
                    other Party any confidential information of a third party
                    without such third party's consent.



               f.   NOTIFICATION. In the event of any improper disclosure or
                    loss of Confidential Information, the Recipient will
                    promptly notify the Discloser. Notices shall be to the
                    contact information in accordance with the Agreement;
                    provided that with respect to notices to Sprint, in
                    addition, a copy of such notice shall be delivered to
                    Corporate Security.

               g.   RETURN OF CONFIDENTIAL INFORMATION. Unless a Party is
                    expressly authorized by this Agreement to retain the other
                    Party's Confidential Information, such Party will promptly
                    return or destroy, at the other Party's option, the other
                    Party's Confidential Information, and any notes, reports or
                    other information incorporating or derived in whole or in
                    part from such Confidential Information, and all copies
                    thereof within five (5) business days of termination or
                    expiration of the Agreement or the Disclosing Party's
                    written request, whichever is earlier, except that, at the
                    time of termination or expiration, the Parties shall
                    negotiate in good faith to allow the retention of such
                    portion of Confidential Information or copy thereof as
                    necessary to comply with law. Following the deadline for
                    destruction or return, and promptly upon the Disclosing
                    Party's request, an officer of the Recipient will certify to
                    the other Party that it no longer has in its possession or
                    under its control any Confidential Information in any form,
                    or any copy thereof. Notwithstanding the above, Amdocs
                    acknowledges that Sprint will have no obligation to return
                    any Deliverables (or portions thereof) to Amdocs or any
                    notes, reports or other information incorporating or derived
                    from such Deliverables.

     13.  AUDITS

               A.   OPERATIONAL AUDIT AND/OR SECURITY ASSESSMENT. Sprint and its
                    authorized representatives (including its internal and
                    external auditors) will have the right, no more than once
                    per quarter [**] of this Schedule Y [**] compliance with
                    applicable laws or regulations and with Schedule Y. For
                    purposes of such audit, Amdocs will grant Sprint and its
                    representatives all relevant access to Amdocs' facilities,
                    books, procedures, and records (other than cost information)
                    and all other information required for Sprint to ascertain
                    facts directly relevant to Amdocs' performance and the
                    subject matter of the audit. Amdocs will provide, and cause
                    Amdocs subcontractors to provide, Sprint and its
                    representatives such information and assistance as
                    reasonably requested in order to perform such audits;
                    provided, however, the parties will arrange such assistance
                    in such a way that it does not interfere with the
                    performance of Amdocs' duties and obligations hereunder and
                    its business generally. Any Third Parties and authorized
                    representatives performing an audit under this subsection
                    must execute a nondisclosure agreement that is at least as
                    restrictive as this Section 12 of Schedule Y and is
                    reasonably satisfactory to Amdocs.

               B.   SAS 70 REPORT. Each year, Amdocs must provide Sprint an
                    auditor's report concerning the Amdocs' activities issued
                    under Statement of Auditing Standards No. 70 (or any
                    applicable successor thereto) provided that the report



                    (i) is a "Type II" report under such standard, (ii) was
                    prepared by a firm of certified public accountants that is
                    registered with the Public Company Accounting Oversight
                    Board and is reasonably acceptable to Sprint, and (iii)
                    covers a time period and is of such scope and result as to
                    provide, to the extent relevant, sufficient evidence to
                    support a favorable assessment by Sprint of its internal
                    controls over financial reporting and its auditors'
                    attestation and report for that fiscal period. Sprint and
                    Amdocs will mutually establish the scope and degree of the
                    controls to be tested. Sprint may still wish to perform
                    their own security assessment subject to the provisions of
                    this Schedule Y.

               C.   RESULTS OF OPERATIONAL AUDIT AND/OR SECURITY ASSESSMENT. If
                    any audit reveals a material inadequacy or insufficiency of
                    Amdocs' performance of any of its obligations under this
                    Schedule Y, then, without limiting any other rights or
                    remedies of Sprint under this Agreement or at law, upon
                    receiving written notice of such inadequacy or insufficiency
                    in performance, Amdocs shall promptly develop a corrective
                    action plan in cooperation with Sprint, such plan to be
                    subject to Sprint's approval, and promptly thereafter
                    implement such plan at Amdocs' sole cost and expense. In
                    such event, Sprint may perform one additional follow up
                    audit to verify performance under the corrective action plan
                    (and to examine any areas potentially affected by such
                    action plan) [**]. Sprint agrees that the results of any
                    audit and/or security assessments will be considered Amdocs'
                    Confidential Information.

     14.  PRIVACY.

               a.   OWNERSHIP AND USE OF [**] DATA. [**] Data is and will remain
                    the exclusive property of Sprint. Amdocs will access, use,
                    collect, maintain, and disclose or share [**] Data only in
                    strict accordance with the terms of this Schedule and only
                    to the extent strictly necessary to perform its obligations
                    under this Agreement, or as otherwise required by law.
                    Amdocs may not otherwise modify the [**] Data, merge it with
                    other data, commercially exploit it, disclose it or do any
                    other thing that may in any manner adversely affect the
                    integrity, security or confidentiality of such data, other
                    than as expressly specified in this Schedule or as Sprint
                    directs in writing. Sprint makes no representation or
                    warranty as to the accuracy or completeness of the [**]
                    Data, and Amdocs agrees that Sprint, its employees and
                    agents will have no liability to Amdocs resulting from any
                    use of the [**] Data.

               b.   PRIVACY LAWS. Amdocs agrees that its collection, access,
                    use, maintenance and disclosure of [**] Data will comply
                    with all federal, state and local laws, rules and
                    regulations as they may be amended from time to time (the
                    "Privacy Laws") applicable to (i) Sprint [**] of the
                    Agreement [**] provided that Amdocs shall [**] of the
                    Agreement [**] and (ii) Amdocs. Privacy Laws include,
                    without limitation, (1) with respect to Privacy Laws
                    applicable to Sprint, the FCC's Customer Proprietary Network
                    Information rules and regulations implementing 47 U.S.C.
                    Section 222 (the "CPNI Law"), (2) laws governing consumer
                    protection and data



                    security, and (3) laws governing marketing by telephone,
                    direct mail, e-mail, SMS, wireless text messaging, fax, and
                    any other mode of communication. Amdocs agrees that it also
                    will comply with all industry standards and best practices
                    applicable to (i) Sprint [**] of the Agreement [**];
                    provided that Amdocs shall [**] of the Agreement [**] (ii)
                    Amdocs. An industry standard applicable to Amdocs is ISO
                    17799 with which Amdocs will comply [**]. Sprint will
                    cooperate with Amdocs' compliance efforts and Amdocs will at
                    all times perform its obligations in [**]. For purposes of
                    its obligations under this Schedule, the acts or omissions
                    of Amdocs' employees, agents, representatives, contractors,
                    subcontractors, or affiliates (and such affiliates'
                    employees, agents, representatives, contractors, or
                    subcontractors) will also be deemed the acts or omissions of
                    Amdocs.

               c.   SECURITY. Amdocs will be fully responsible for any
                    unauthorized collection, access, use, and disclosure of [**]
                    Data. Without limiting the foregoing, Amdocs will [**], and
                    [**]. Amdocs shall give Sprint written notice prior to
                    conducting any aspect of the Services outside the United
                    States and promptly provide to Sprint, upon Sprint's written
                    request, a full and complete list of all locations where
                    [**] Data may be accessed or reside [**]; provided such
                    activities comply with Privacy Laws requiring that the
                    Services and/or [**] Data be located solely in the United
                    States. "Authorized Personnel" are Amdocs' and Amdocs'
                    Affiliates' full-time Personnel who have a need to know or
                    otherwise access the [**] Data to enable Amdocs to perform
                    its obligations under this Agreement, and who are bound in
                    writing by obligations of confidentiality that are at least
                    as stringent as the terms of this Schedule. Upon Sprint's
                    written request, Amdocs will promptly identify all
                    Authorized Personnel in writing. During the term of each
                    Authorized Personnel employment by Amdocs, Amdocs will at
                    all times cause such Authorized Personnel to strictly abide
                    by its obligations under this Schedule and, after the
                    termination of employment, Amdocs will use the same efforts
                    to enforce the confidentiality obligations of such
                    Authorized Personnel as Amdocs uses to enforce such
                    obligations with respect to its own similarly confidential
                    information, provided that Amdocs will not use less than
                    reasonable efforts in such enforcement. Amdocs further
                    agrees to cooperate with Sprint in maintaining and
                    implementing at Sprint's request procedures to ensure the
                    security of the [**] Data. Amdocs further agrees that it
                    will maintain a disciplinary process to address any
                    unauthorized access, use or disclosure of [**] Data by any
                    of Amdocs' officers, partners, principals, employees, agents
                    or independent contractors. For avoidance of doubt, nothing
                    in this Section 14(c) shall be construed to limit Amdocs'
                    obligations under Section 14(b) with respect to Privacy
                    Laws.

               d.   DISCLOSURE OF [**] DATA. Except in response to a valid court
                    order or otherwise to the extent legally required in
                    response to a request from a law enforcement agency, Amdocs
                    will not disclose any [**] Data to any third



                    party. If, in the written opinion of its counsel addressed
                    to Sprint, Amdocs is compelled as a matter of law to
                    disclose the [**] Data in the absence of a protective order,
                    it will disclose to the party compelling the disclosure only
                    the part of the [**] Data that is required by law to be
                    disclosed, and Amdocs will use its commercially reasonable
                    efforts to obtain confidential treatment for all disclosed
                    information. Amdocs further agrees that, prior to any such
                    disclosure, it will advise and consult with Sprint and its
                    counsel as to such disclosure and the nature and wording of
                    its disclosure. In addition, Section 12(d) shall apply to
                    [**] Data to the extent they are consistent with this
                    Section 14.

               e.   CUSTOMER TOUCH. Notwithstanding any other provision in this
                    Agreement, Amdocs agrees that any and all messages sent to
                    current, former and prospective Sprint subscribers, however
                    delivered (e.g., short messaging service, e-mail,
                    telephone), are subject to Sprint's written approval, and
                    Amdocs shall not contact any current, former or prospective
                    customer of Sprint in any manner, except as expressly
                    provided under this Agreement or with Sprint's express prior
                    written consent.

               f.   RETURN OF [**] DATA. Section 12(g) of this Schedule Y shall
                    also apply to [**] Data.

               g.   COOPERATION AND INSPECTION. Amdocs will establish a
                    disciplinary process to address any unauthorized access, use
                    or disclosure of [**] Data by any of Amdocs' employees or
                    subcontractors. Amdocs will immediately notify Sprint of any
                    potential or actual breaches of security that may result in
                    the unauthorized collection, access, use or disclosure of
                    [**] Data. Amdocs will make all reasonable efforts to
                    assist Sprint in relation to the investigation and remedy of
                    any such breach of security and any claim, allegation,
                    action, suit, proceeding or litigation with respect to the
                    unauthorized access, use or disclosure of [**] Data.

               h.   INJUNCTIVE RELIEF. Amdocs acknowledges and agrees that a
                    breach of any obligation set forth in this Schedule by
                    Amdocs may result in irreparable harm for which monetary
                    damages may not provide a sufficient remedy and, as a
                    result, Sprint will be entitled to both monetary damages and
                    equitable relief.

               i.   INDEMNIFICATION/REMEDIES. Amdocs agrees to indemnify, defend
                    and hold harmless Sprint, including its parent, subsidiaries
                    and affiliates, and each of their respective officers,
                    shareholders, directors and employees, from and against any
                    claims, losses, liabilities, costs or expenses (including
                    reasonable attorney's fees) arising out of or relating to
                    Amdocs' performance of its obligations under this Schedule.
                    Amdocs' indemnification obligations under this Schedule will
                    not be limited by any provisions limiting Amdocs' liability
                    under this Agreement (including any disclaimer of liability
                    for consequential, incidental, exemplary, punitive, or
                    special damages). Notwithstanding any other provision of the
                    Agreement, Amdocs agrees that, without limiting any of its
                    other rights or remedies under the Agreement or at law, a
                    material breach by Amdocs of



                    the provisions of this Schedule Y shall be treated as a
                    Default under clause (c) of the definition of Default under
                    the Agreement. Notwithstanding the provisions of Section
                    6.3.2 (Material Default) of the Agreement, in the event that
                    the above material breach directly relates to [**] Data that
                    resides in the databases of the Customized Product, Sprint
                    shall have the right to terminate this Agreement upon
                    written notice to Amdocs in the event that Amdocs fails to
                    cure such Default under clause (c) of the definition of
                    Default under within [**] after written notification by
                    Sprint of the breach has been received by Amdocs, unless
                    Sprint agrees to a longer cure period for the implementation
                    of a corrective action plan to be performed by Amdocs at
                    Amdocs' sole cost and expense; provided that if Sprint
                    agrees to such a corrective action plan and Amdocs does not
                    cure the breach in accordance with such corrective action
                    plan, Sprint shall have the right to terminate this
                    Agreement upon written notice to Amdocs effective as of the
                    date set forth in such notice. During the cure period,
                    Sprint may instruct Amdocs to suspend all relevant Services
                    directly related to the material breach.

               j.   CONFIDENTIALITY. The obligations set forth in this Schedule
                    supplement the provisions in the Agreement to which this
                    Schedule is attached regarding Confidential Information (or
                    confidentiality, in general). This Schedule will govern to
                    the extent there is any conflict between it and such
                    agreement. Except as expressly provided in this Section 14
                    of this Schedule Y, the exceptions relating to protection of
                    Confidential Information included in the Agreement will not
                    apply to [**] Data.

               k.   MISCELLANEOUS. The obligations set forth in this Schedule
                    will survive the termination or expiration of the Agreement
                    for any reason. The provisions in this Schedule relating to
                    [**] Data will govern all privacy, security and
                    confidentiality obligations with respect to [**] Data to the
                    extent there is any conflict between it and other provisions
                    of the Agreement.



                                    EXHIBIT A

                           ELECTRONIC PAYMENT PLATFORM

1.0  DEFINITIONS. The following definitions will apply to this Exhibit:

[**]" means the process of: (1) accessing the Amdocs's web site located outside
of Sprint's electronic firewall through the [**] (or other Sprint approved
network) for the purpose of purchasing Products or Services, and (2) capturing
the data from Amdocs's web site and moving it through Sprint's electronic
firewall back into Sprint's internal systems.

"SSL Method" means secure sockets layer, a private key encryption method which
creates a secure relationship between client and server.

"Transaction" means the electronic exchange between Sprint and Amdocs of a
business document, including but not limited to (a) Orders, (b) Order
acknowledgements, (c) Order changes, (d) advance shipping notices, (e) invoices,
and (f) settlements as set forth under this Exhibit.

"Transmission Standards" means the electronic, computer-readable format agreed
upon by the parties for exchange of Transactions.

2.0 SCOPE. This Exhibit details the Transmission Standards for Transactions. Any
portion of a Transaction that includes terms that are inconsistent with the
Agreement is unenforceable.

3.0 TRANSMISSION STANDARDS.

3.1 The parties will agree upon one of the Transmission Standards described in
the table below. Once agreed, Transmission Standards may only be amended by the
parties' mutual written agreement.



                 TRANSACTION                    Transmission Standard
---------------------------------------------   ---------------------
                                             
Orders, Order acknowledgements, Order changes            [**]
Invoices                                                 [**]
Settlements                                              [**]


3.2 If Amdocs is unable to comply with the Transmission Standards in the table
above, the parties may mutually agree to use an automated facsimile process
("Autofax") to transmit Orders from Sprint to Amdocs. The Autofax option will
only apply to Orders. If the parties elect this option, Amdocs will provide
Sprint with a dedicated facsimile number for Sprint to transmit Orders directly
to Amdocs's order management group

4.0 SYSTEM OPERATIONS. The parties agree to individually bear all costs for
integration of their respective internal systems and all transaction-related
costs associated with the implementation and use of Transmission Standards. Each
party will provide and maintain the equipment, software, services and testing
necessary to effectively, reliably, timely, and securely transmit and receive
Transactions. Each party will provide sufficient notice to the other of any
changes in systems operations that might impair the mutual capabilities of the
parties to meet the Transmission Standards.


                                       1



5.0 THIRD PARTY SERVICE SUPPLIERS. The parties may use a third party service
provider ("Service Supplier") for the transmission of data or the establishment
of an electronic marketplace or exchange. If either party elects to use a
Service Supplier, it must provide the other party with [**] notice of addition
to or change of the Service Supplier(s). A party contracting with a Service
Supplier must require the Service Supplier to enter into a confidentiality
agreement preventing disclosure of any information contained in a Transaction to
any third party. The confidentiality agreement will survive for [**] after the
Service Supplier initially obtains the information. Either party may modify its
election to use, or may change a Service Supplier upon [**] prior written notice
to the other party. Each party will be liable for the acts or omissions of its
Service Supplier while transmitting, receiving, storing or handling
Transactions. If both parties use the same Service Supplier, the originating
party will be liable for the acts or omissions of the Service Supplier in
connection with each particular Transaction until the other party properly
receives the Transaction, consistent with Section 8.0 of this Exhibit.

6.0 SECURITY PROCEDURES. Transactions will be encrypted using methods reasonably
approved by Sprint/Nextel"s Corporate Security group. Additionally, each party
will adopt an electronic identification key consisting of one or more symbol(s)
or code(s) to be used and affixed as an identifying mark for all Transactions
("Signature"). Each party agrees that any Signature affixed to or contained
within a Transaction will be sufficient to verify that the Transaction
originated from the other party unless the relying party has actual notice that
the Signature has been revoked. Neither party will accept a Transaction without
a Signature or disclose the Signature of the other party to any third party. A
party may change its Signature only by prior written notice to the other party.

7.0 TRANSMISSION ACCEPTANCE. If any Transaction is received in an unreadable
form, the receiving party must promptly notify the originating party of the
problem (and provide as many details as possible about the problem). If the
receiving party does not provide this notice, the originating party's record of
the Transaction will control such that the Transaction will be considered
accepted by the receiving party and both parties will be held to any Transaction
obligations.

8.0 CATALOG REQUIREMENTS.

8.1 If the parties agree to maintain an electronic catalog under this Exhibit,
the requirements of this Section will apply.

8.2 If Amdocs provides links in the electronic catalog to pictures and graphics
for catalog items, Amdocs will house these pictures and graphics on its own web
server unless otherwise agreed upon. Amdocs will provide a listing of all unique
[**] codes associated with Amdocs's catalog items. Amdocs will provide adequate
explanatory descriptions for each catalog item and, if requested by Sprint will
enhance item descriptions as necessary. Amdocs will not duplicate item
descriptions regardless of the similarity of items. Amdocs will provide Sprint
at least [**] prior written notice of any changes made to the catalog content
including, without limitation, contractually required pricing and [**] codes, on
Amdocs's [**] accessible web site. If Amdocs fails to provide notice, in
addition to any other remedies available to Sprint under the Agreement, Amdocs
will indemnify and defend Sprint for any loss, damage, or liability incurred in
connection with the failure.

8.3 Amdocs will maintain its [**] accessible web site, including, without
limitation, the pictures and graphics associated with each catalog item, at a
[**]% level of availability, measured on a monthly basis, during the hours from
[**] Central Time (standard and daylight savings, as applicable). Upon receiving
notice from Sprint of failure to meet the required level of availability, Amdocs
must correct the service availability problem within [**]. In addition to any


                                       2



other remedies available to Sprint under the Agreement, Sprint may require
Amdocs to pay liquidated damages if availability consistently falls below this
service level requirement.

9.0 VALIDITY; ENFORCEABILITY; CONFIDENTIALITY.

9.1 Transactions will be considered "in writing," "signed," and will constitute
an "original" when printed from electronic files or records established and
maintained in the normal course of business.

9.2 The parties agree not to contest the validity or enforceability of
Transactions under the provisions of any applicable law relating to whether
certain agreements are to be in writing or signed by the party to be bound.
Printed copies of Transactions, if introduced as evidence in any judicial
proceeding, arbitration, mediation, or administrative proceeding, will be
legally binding and admissible to the same extent and under the same conditions
as other business records originated and maintained in documentary form. Neither
party will contest the admissibility of Transactions under either the business
records exception to the hearsay rule or the best evidence rule on the basis
that the Transactions were not originated or maintained in documentary form.

9.3 Sprint will use the same care and discretion to avoid disclosure,
publication, or dissemination of the Transactions as it uses with its own
similar information and any third party's similar information.


                                       3



                                                                       EXHIBIT B

                          FORM OF TERMINATION STATEMENT

                  [SPRINT/UNITED MANAGEMENT COMPANY LETTERHEAD]

Amdocs Software Systems Limited
Earlsfort Center
Earlsfort Terrace 1
Dublin 2
Ireland

Dear [_______________],

Re:  TERMINATION OF THE AMENDED AND RESTATED CUSTOMER CARE AND BILLING SERVICES
     AGREEMENT DATED AS OF JULY ___, 2006, BETWEEN SPRINT/UNITED MANAGEMENT
     COMPANY ("SPRINT") AND AMDOCS SOFTWARE SYSTEMS LIMITED ("AMDOCS")

The Amended and Restated Customer Care and Billing Services Agreement (the
"Agreement") between our companies dated as of June ___, 2006, has been
terminated by us as of [_______________].

We hereby state that Sprint is so terminating the Agreement on the basis of its
right under the Agreement to terminate [FOR ITS CONVENIENCE] [DUE TO A CHANGE IN
CONTROL OF AMDOCS] [DUE TO THE OCCURRENCE OF A FORCE MAJEURE EVENT], and not on
the basis of its right under the Agreement to terminate for cause.

Sincerely,


Sprint/United Management Company