NORTHWESTERN BELL

THIS IS A REGISTRATION ISSUED PURSUANT TO THE OPINIONS OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA IN UNITED STATES V. WESTERN ELECTRIC CO., INC., CIVIL ACTION NO. 82-0192, DATED JULY 8, 1983, AND FEBRUARY 6, 1984 AND SECTION 2(D) OF THE LANHAM ACT, 15 U.S.C. SECTION 1052(D). BECAUSE REGISTRANT SHARES THE COMMON HERITAGE OF RIGHTS AND RELATED GOODWILL IN THE "BELL" ELEMENT OF THE ABOVE-REFERENCED COMPOSITE MARKS WITH OTHERS FORMER MEMBERS OF THE BELL SYSTEM, REGISTRANT'S RIGHT TO EXCLUSIVE USE OF THE "BELL" ELEMENT OF SUCH COMPOSITE MARKS IS SUBJECT TO THE CONCURRENT RIGHTS WHICH THE FOLLOWING COMPANIES HAVE IN THE "BELL" MARK AS SPECIFIED IN THE OPINIONS OF THE UNITED STATES DISTRICT COURT AS CITED ABOVE; AMERICAN INFORMATION TECHNOLOGIES CORPORATION, 30 SOUTH WACKER DRIVE, CHICAGO, ILLINOIS 60606; BELL ATLANTIC CORPORATION, 1310 NORTH COURT HOUSE ROAD, ARLINGTON, VIRGINIA 22201; BELLSOUTH CORPORATION, 1155 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30367; CINCINNATI BELL, INC., 201 EAST FOURTH STREET, CINCINNATI, OHIO 45202; NYNEX CORPORATION, 1113 WESTCHESTER AVENUE, WHITE PLAINS, NEW YORK 10604; PACIFIC TELESIS GROUP, 130 KEARNY STREET, SAN FRANCISCO, CALIFORNIA 94108; THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY, 227 CHURCH STREET, NEW HAVEN, CONNECTICUT 06506; SOUTHWESTERN BELL CORPORATION, ONE BELL CENTER, ST. LOUIS, MISSOURI 63101; AND U S WEST, INC., 6200 SOUTH QUEBEC STREET, SUITE 260, ENGLEWOOD, COLORADO 80111.

AS TO THE WORD "NORTHWESTERN"