A first step towards the New Operating Model: The Interim Operating Model on 1st January 2013

From: Bernard Pailleux (Finance N&P), with support of Marc de Font Reaulx James Watt (N&P Advanced Tendering), with support of Monica Maurer Debbie Thomas (GS&M B&P), with support of Mark Klimek Steven Sherman (Finance GS&M), with support of Matt Engelmann Phil Tully (GCD), with support of Allan Laird Tom Donnellan (Operations), with support of Loic le Grouiec Patricia Hargil (Strategy) Olivier Durand (Corporate Finance), with support of Xavier Crosnier (Managed Services) and Patrice Goujet/Henri Tallon ( Strategic Industries)

On September 10th 2012, a new management and business unit structure was announced with one objective: to maximize operational efficiency. This new structure will take effect January 1st, 2013. In November 2012, under the governance of the Management Committee, ALU commenced our plans to operationalize the new Operating Model. Accordingly, a Steering Board to implement and embed the new model was appointed. This Steering Board will embed all the change management involved in moving to the New Operating model, based upon a common sense approach. Our first focus has been on how we ensure business continuity on the 2nd of January and that resources are in place to enable a customer offer on the table, have it evaluated, approved (or rejected), executed and invoiced. Accordingly, we will operate in an Interim Model for a short period. Why? Whist many aspects of the new structure are already decided and communicated, the implementation of many details can only start from January 1 on, hence the new structure will be implemented step-by-step with a strong focus on ensuring business continuity. Starting on January 1st, one of the most significant changes will be the shift from Regional approval to approval by the newly established Networks & Platforms (N&P) business group. With regards to Bids and Proposals (B&P), Global Sales and Marketing (GS&M) takes over Regional B&P accountabilities for the overall coordination and enforcement of the OLP process, while the existing Competence Centers continue to support B&P. This first communication below just enables us to support business continuity on January the 2nd. Further announcements will follow shortly, around how we will embed the new Operating Model. Summary of what is NOT changing in the INTERIM Operating Model: B&P contacts no change of interfacing DOA for Class B, C, F - no change of interfacing MC DRP Delegation/Approval rules remain no change

Roles & responsibilities of all functions no change, unless otherwise notified by your management OLP gates still apply no change Capability to group OLP gates as relevant remains no change Orion and Stars as mandatory input systems no change OLA/OXIA on new Offers will be approved in the OLP Meetings no change Inventory accountability remains; with OPS for non-allocated finished goods, GCD for Customer Facing Inventories (CFI) no change Summary of what is changing in the INTERIM Operating Model (January 1st, 2013): GS&M replaces all 3 Regions for all Customer facing functions All contributors to an offer will utilize the Offer Approval process, to assure pre-approval is achieved across all stakeholders prior to the OLP Decision meetings N&P will facilitate any escalation to the MC by Corporate FARA Slots of Meetings for Class A approval will be organized in EMEA and APAC (already in place in AME), with the intent to give ourselves early visibility on major offers Per the New Operating Model, offer approval moves from Regions to N&P for all Class A Carrier Offers:

Region ForCarriers offers(incl.ManagedServices):

ForCarriers offers(incl.Managed Services):participantstoOLP approvalmeetings

Carrier ClassA approvalmeetings

EscalationPoints

EMEA

N&P: MultiBDs:VincentPacifico,OlivierSanderse andMarcdeFontReaulx ForCoreNetworks:TBA ForFixednetworks:JanVanTetering ForWLS:MarcKaeumle ForPlatform:JurgenHofkens ForServices:MichaelMuench ForManagedServices:GaryNugentforoffer content,SylvainMaillardforexecution feasibility,XavierCrosnierforfinancials GS&MFinance:GiovanniLoria RegionalFARA:MarcoDinaro FinanceN&P:MarcdeFontReaulx GS&MB&P:PhilippeRouvrais GS&MB&POfferControl:Marco Dinaro Operations:ErikVandenAbeele FinanceCorporate:AbbyBenamar GCD:RafadeFermin

Tuesday10to12h, Paristime

Carriers:PhilippeRouvrais SI:YvesGeorge

Thursday4to6PM, Paristime

Region ForCarriers offers(incl.ManagedServices):

ForCarriers offers(incl.Managed Services):participantstoOLP approvalmeetings

Carrier ClassA approvalmeetings

EscalationPoints

NAR

N&P: MultiBDs:MikeMartinandMarcdeFont Reaulx ForCoreNetworks:JimTindall ForFixednetworks:HakanFransson ForWLS:JohnDow ForPlatform:MikeBarlow ForServices:TBD ForManagedServices:GaryNugentforoffer content,SylvainMaillardforexecution feasibility,XavierCrosnierforfinancials N&P: MultiBDs:MikeMartinandMarcdeFont Reaulx ForCoreNetworks:JimTindall ForFixednetworks:GustavoTonini ForWLS:JohnDow ForPlatform:MikeBarlow ForServices:TBD ForManagedServices:GaryNugentforoffer content,SylvainMaillardforexecution feasibility,XavierCrosnierforfinancials N&P: MultiBDs:AlbandelaSourceandMarcde FontReaulx ForCoreNetworks:KentWongforRouters, DrazenLukicforOptics ForFixednetworks:SangXulei ForWLS:LaurenceDelpy ForPlatform:BenDuffin ForServices:BenDuffin ForManagedServices:GaryNugentforoffer content,SylvainMaillardforexecution feasibility,XavierCrosnierforfinancials GS&MFinance:GerardoMARCOR RegionalFARA:MichaelRhee FinanceN&P:MarcdeFontReaulx GS&MB&POfferControl:Mark Klimek GS&MB&P:JustinRoyer Operations:NancyHahn FinanceCorporate:AbbyBenamar GCD:NeilD'Amelio

Thursday9to 11AM,centraltime

Carriers: JustinRoyer,Matt EnglemannandMarkKlimek SI:YvesGeorge

CALA

GS&MFinance:GerardoMARCOR RegionalFARA:MichaelRhee FinanceN&P:MarcdeFontReaulx GS&MB&P:EnzoMaimone GS&MB&POfferControl:Mark Klimek Operations:NancyHahn FinanceCorporate:AbbyBenamar GCD:NeilD'Amelio

Thursday9to 11AM,centraltime

Carriers: EnzoMaimoneandLuis Avella SI:YvesGeorge

APAC

GS&MFinance:CorinneLaffitte Vermeulen RegionalFARA:AgnsdeVigan FinanceN&P:MarcdeFontReaulx GS&MB&P:JingXueandPhilippe Don GSMB&POfferControl:Philippe Don Operations:JacobKurian FinanceCorporate:AbbyBenamar GCD:JyotiMahurkarThombreand RickMayhew

Monday10to 12AM,Shanghai time

Carriers:JingXueandPhilippe

Don
SI:YvesGeorge

Interim Operating Guidelines for Offer Approval Offer Governance Process Schedule of Authority: the SOA / DOA models in place today will continue to be used until further notice, with adjustments to enable N&P Class A approvals on January 1st. N&P authorized representatives will be invited to the different OLP meetings (ie : OQM, OSM; OAM , CAM ) as per the following rules : For Mono - BD offers ( ie product plus attached services ), the regional BD CC Leader or representative o In case approval require BU / BD level approval, the CC representative will seek approval internally within the N&P BD/ BU Business office o For the PAS component, Services will have right of veto within N&P in case of very unbalanced situation For Multi-BD offers, the N&P Business Office representative will coordinate appropriate involvement per geography

The GSM B&P team in each region will insure the appropriate approvers are invited to Offer Approval Meetings (pre-OQM, OQM, OSM/OAM, Final OAM, CAM/CTC) which will continue to be held in each Region with the following participants: Sales B&P GCD N&P CC Operations Finance GSM / FARA / Deal Desk (names vary per region) Finance N&P Business Office

Offer Processing Regional day-to-day operations will continue in GS&M as in 2012, with the GS&M staff continuing to perform the same role in the Interims Model unless directed otherwise by their manager. Sales will log Opportunities into Orion and initiate Offers in the same manner they do today. The use of existing tools (e.g. Orion, STARS, etc.) continues to enable efficient forecasting and offer development support. GS&M will use the existing Offer Lifecycle Process (OLP3.0) in their regional variations in January: APAC In the new organizational model, the B&P organization will be the primary interface point for sales on offer initiation. Escalation points for offer process problems are: Jing Xue, Philippe Don. CALA offer routing is done automatically and will not change. Points of contact between sales, B&P, and CC/Solutions will not change significantly. Escalation points for offer process problems are: Enzo Maimone and Luis Avella. EMEA In the new organizational model, the B&P organization will be the primary interface point for sales on offer initiation. The escalation point for offer process problems is Philippe Rouvrais.

NAR offer routing is done automatically and will not change. Points of contact between sales, B&P, and CC/Solutions will not change. Escalation points for offer process problems are: Justin Royer, Matt Englemann and Mark Klimek

Risk Analysis: Risk analysis will continue to be performed using the tools and process used today. Escalation to the MC will be managed through Corporate FARA team as today: the only difference will be N&P Business Office to priory validate any escalation to the MC for its perimeter of authority. Offer approval processes per class type remain unchanged: Class A offers are reviewed in regularly scheduled weekly meetings as much as possible. Ad-hoc meetings can be held for special approvals, but the number of these should be minimized. The planned schedule for Class A review for each region is indicated above. Class B offers are reviewed and approvals generated using an email methodology or as per other practices currently in place within Regions. If a Class B offer has challenging terms or margin levels, it can be escalated to Class A for increased scrutiny. Class C offers are reviewed and approved in each region using the same mechanisms as today.

Strategic Industries and Managed Services Strategic Industries and Managed Services offer lifecycle will continue to use the same OLP process as described above, with Strategic Industries specific approvers (and N&P Approvers when Strategic Industry sells Carrier products) and Managed Services validators. SI specific approvers for Offers without Carrier Products are: Class A: Olivia Qiu Class B and C: Henri Tallon Escalation point for any question relating to SI offers is Yves George. Escalation points for Managed Services Offers are: Gary Nugent and Xavier Crosnier