Amendment No. 1 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lb37bvgxXJxJy/jOXqyljXqgMNmwNaivrVuIG2MvhcgXIUYr16bgNHZC/wQBVhRd ILQQVc/FxIXQV9U01HZcWQ== 0001193125-05-110490.txt : 20050518 0001193125-05-110490.hdr.sgml : 20050518 20050518115050 ACCESSION NUMBER: 0001193125-05-110490 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050518 DATE AS OF CHANGE: 20050518 GROUP MEMBERS: ELI ACQUISITION, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCI INC CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36706 FILM NUMBER: 05840666 BUSINESS ADDRESS: STREET 1: 500 CLINTON CENTER DRIVE CITY: CLINTON STATE: MS ZIP: 39056 BUSINESS PHONE: 6014605600 FORMER COMPANY: FORMER CONFORMED NAME: MC INC DATE OF NAME CHANGE: 20040420 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC DATE OF NAME CHANGE: 20000501 FORMER COMPANY: FORMER CONFORMED NAME: MCI WORLDCOM INC DATE OF NAME CHANGE: 19980914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123952121 MAIL ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: BELL ATLANTIC CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

MCI, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

552691206

(CUSIP Number)

Marianne Drost, Esq.

Senior Vice President, Deputy General Counsel and Corporate Secretary

Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

(212) 395-2121

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Jeffrey J. Rosen, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

May 17, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)


CUSIP No. 552691206		Schedule 13D


(1)	Names of Reporting Persons I.R.S. Identification No. of above persons (entities only). Verizon Communications Inc. 23-2259884
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions) WC
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
(6)	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

(7) Sole Voting Power

0 shares

(8) Shared Voting Power

43,447,684 shares

(9) Sole Dispositive Power

0 shares

(10) Shared Dispositive Power

43,447,684 shares


(11)		Aggregate Amount Beneficially Owned by Each Reporting Person 43,447,684 shares
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
(13)		Percent of Class Represented by Amount in Row (11) 13.4%*
(14)		Type of Reporting Person HC

*	Computed on the basis of 325,238,536 shares of common stock issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with the Securities and Exchange Commission on May 9, 2005.

Page 2 of 9

CUSIP No. 552691206


(1)	Names of Reporting Persons I.R.S. Identification No. of above persons (entities only). Eli Acquisition, LLC
(2)	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions) AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
(6)	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

(7) Sole Voting Power

0 shares

(8) Shared Voting Power

43,447,684 shares

(9) Sole Dispositive Power

0 shares

(10) Shared Dispositive Power

43,447,684 shares


(11)		Aggregate Amount Beneficially Owned by Each Reporting Person 43,447,684 shares
(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
(13)		Percent of Class Represented by Amount in Row (11) 13.4%*
(14)		Type of Reporting Person OO

*	Computed on the basis of 325,238,536 shares of common stock issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with the Securities and Exchange Commission on May 9, 2005.

Page 3 of 9

Amendment No. 1 to Schedule 13D

The following information supplements and amends the information contained in the Schedule 13D previously filed on April 15, 2005 (the “Schedule 13D”) by Verizon Communications Inc., a Delaware corporation (“Verizon”), and Eli Acquisition, LLC, a Delaware limited liability company (“Eli Acquisition” and, together with Verizon, the “Reporting Persons”), relating to the beneficial ownership of common stock, par value $.01 per share (the “Common Stock”), of MCI, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used below and not otherwise defined herein shall have the meaning set forth in the Schedule13D.

Item 3. Source and Amount of Funds or Other Consideration

The disclosure previously contained in Item 3 of the Schedule 13D is hereby replaced in its entirety with the following:

“The aggregate amount of funds required to purchase the shares of Common Stock described in Item 5(a) is $1,120,689,085, which amount was paid at the closing on May 17, 2005, plus an adjustment amount per share of Common Stock, payable on the first business day prior to the one-year anniversary of the Stock Purchase Agreement (as defined below), equal to 0.7241 times the amount, if any, by which the price of Verizon’s common stock then exceeds $35.52 per share (measured over a 20-day period); provided that if the Merger (as defined below) occurs prior to such date and Verizon’s common stock exceeds $62.50 per share (as measured over such 20-day period), such adjustment amount per share of common stock shall be 0.7241 times $26.98. Eli Acquisition obtained and, in the case of any adjustment amount, will obtain such funds from its parent, Verizon, and Verizon obtained and, in the case of any adjustment amount, will obtain such funds from its internally generated working capital.”

Item 4. Purpose of Transaction

The disclosure previously contained in the first two paragraphs of Item 4 is hereby replaced in its entirety with the following four paragraphs:

“On February 14, 2005, Verizon and Eli Acquisition entered into an Agreement and Plan of Merger (as amended on March 4, 2005, March 29, 2005 and May 1, 2005, the “Merger Agreement”) with the Issuer. Subject to the terms and conditions of the Merger Agreement, at the closing of the merger (the “Merger”), the Issuer will be merged with and into Eli Acquisition, and Eli Acquisition, which will be renamed MCI, LLC, will continue as a wholly owned subsidiary of Verizon (or in certain situations, as provided in the Merger Agreement, a wholly owned corporate subsidiary of Verizon will merge with and into the Issuer, with the Issuer continuing as the surviving corporation). At the closing of the Merger, each share of Common Stock will be converted into the right to receive shares of Verizon common stock and cash in accordance with the Merger Agreement.

Page 4 of 9

On April 9, 2005, Verizon, and its wholly owned subsidiary, Eli Acquisition, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Controladora de Servicios de Telecomunicaciones, S.A. de C.V., Global Telecom LLC, Inmobiliaria Inbursa, S.A. de C.V., Promotora Inbursa, S.A. de C.V., Banco Inbursa, S.A. Institucion de Banca Multiple Grupo Financiero Inbursa, Inmobiliaria para el Desarrollo de Proyectos, S.A. de C.V., Orient Star Holdings LLC and Commercial LLC (collectively, the “Sellers”), pursuant to which Eli Acquisition agreed to acquire from the Sellers 43,447,684 shares of Common Stock, for total consideration per share equal to $25.72 in cash, plus an additional cash amount of three percent per annum from April 9, 2005 until the closing date of the Stock Purchase Agreement. Under the Stock Purchase Agreement, Eli Acquisition also agreed to pay the Sellers an adjustment amount on the first business day prior to the one-year anniversary of the Stock Purchase Agreement in an amount per share of Common Stock equal to 0.7241 times the amount, if any, by which the price of Verizon’s common stock then exceeds $35.52 per share (measured over a 20-day period); provided that if the Merger occurs prior to such date and Verizon’s common stock exceeds $62.50 (as measured over such 20-day period), such adjustment amount per share of common stock shall be 0.7241 times $26.98. In addition, under the Stock Purchase Agreement, the Sellers agreed not to knowingly take actions which would reasonably be expected to delay materially or prevent the transactions contemplated by the Merger Agreement described below and have agreed to support the transactions contemplated by the Merger Agreement.

On April 11, 2005, Verizon and Eli Acquisition filed a notification with the Federal Trade Commission and the United States Department of Justice (the “DOJ”) pursuant to the Hart-Scott Rodino Act of 1976, as amended. Subsequently, the DOJ determined that the transactions contemplated by the Share Purchase Agreement will not violate the antitrust laws provided Verizon and Eli Acquisition adhere to certain terms and conditions set forth in an Agreement, dated as of May 11, 2005 (the “DOJ Agreement”), between Verizon and the DOJ. Among other things, the DOJ Agreement provides that Verizon and Eli Acquisition agree to refrain from taking certain actions with respect to MCI prior to the consummation of the Merger and enter into the Trust Agreement (as defined below) and transfer the shares of Common Stock to be purchased from the Sellers to Richard L. Thornburgh (the “Trustee”) to be held in trust for the exclusive benefit of Verizon and Eli Acquisition, as sole beneficiaries, pending the consummation of the Merger.

On May 17, 2005, the closing under the Stock Purchase Agreement occurred and Verizon, acting through its wholly owned subsidiary, Eli Acquisition, acquired 43,447,684 shares of Common Stock from the Sellers for an amount equal to $1,120,689,085. Also on May 17, 2005, Eli Acquisition entered into an Assignment of Registration Rights with the Sellers and MCI (the “Assignment of Registration Rights”). Promptly following the acquisition, Verizon and Eli Acquisition transferred the 43,447,684 shares of Common Stock acquired from the Sellers to the trust pursuant to the terms of the DOJ Agreement and the Trust Agreement.”

Page 5 of 9

Item 5. Interest in Securities of the Issuer

The disclosure in Items 5(a)-(b) is hereby replaced in its entirety with the following:

“(a)–(b) Verizon and Eli Acquisition are the beneficial owners of 43,447,684 shares of Common Stock. As of the date hereof, neither Verizon nor Eli Acquisition owns of record any shares of Common Stock. 43,447,684 shares of Common Stock are held in trust by the Trustee for the exclusive benefit of Verizon and Eli Acquisition, as sole beneficiaries. Verizon is deemed to have beneficial ownership of such shares of Common Stock because Eli Acquisition is a wholly owned subsidiary of Verizon. Eli Acquisition and Verizon have shared voting power, subject to the terms of the Trust Agreement described below, and shared dispositive power with respect to such shares of Common Stock beneficially owned by them. Neither of such entities has sole voting power or sole dispositive power with respect to such shares of Common Stock. Such shares of Common Stock constitute approximately 13.4% of the Common Stock outstanding (based on the number of shares outstanding as contained in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, as filed with the Securities and Exchange Commission on May 9, 2005). Eli Acquisition and Verizon also have the right to receive all dividends paid on the Shares. None of the persons listed on Schedule I hereto has, or has the right to acquire, voting or dispositive power with respect to any shares of Common Stock.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The disclosure in Item 6 is hereby replaced in its entirety with the following:

“Pursuant to the terms of the DOJ Agreement, Verizon and Eli Acquisition have agreed that, during the term of the DOJ Agreement, they and their officers, directors, employees, agents or representatives will not (i) serve or seek to serve as directors, officers or employees of MCI, (ii) seek or accept the right to nominate or advise with respect to the nomination of directors of MCI, (iii) attend or participate in meetings of MCI’s board of directors, except as they may be invited to make specific presentations relating to the Merger, (iv) participate in internal management decisions of MCI or (v) seek to obtain confidential business information from MCI, except as required by law, pursuant to confidentiality agreements in connection with the Merger or with notice to the DOJ. Verizon is not prevented from exercising its rights under the Merger Agreement or engaging in customary, lawful planning for the consummation of the Merger under the terms of the DOJ Agreement. The DOJ Agreement terminates upon the earlier of the consummation of the Merger and the sale by the Trustee of the shares of Common Stock held in trust for the benefit of Verizon.

Page 6 of 9

Pursuant to the terms of the Trust Agreement, dated as of May 11, 2005, among Verizon, Eli Acquisition and the Trustee, and as required by the DOJ Agreement, the Trustee holds the shares of Common Stock purchased by Verizon from the Sellers in trust for the exclusive benefit of Verizon and Eli Acquisition, as sole beneficiaries. The Trust Agreement also provides, among other things, that the Trustee will vote the shares of Common Stock as directed by Verizon on matters such as the approval of the Merger, the election of MCI directors and other matters that, in Verizon’s reasonable judgment, could be expected to further or hinder the ultimate approval of the Merger. With respect to other matters, the Trustee has agreed to grant MCI a proxy to vote the shares of Common Stock held by the Trustee in the same proportion as the remaining shares of MCI are voted. The Trustee and its employees, agents and representatives are required to refrain from taking actions similar to those described above with respect to Verizon under the DOJ Agreement. If the Merger is consummated, or under certain other circumstances, the Trustee will transfer the shares of Common Stock held by it to Verizon. If by May 1, 2006, (i) the DOJ has not made a decision on whether to seek an injunction blocking the Merger or (ii) the Merger Agreement is terminated without the Merger being consummated, the Trustee will sell the shares of Common Stock at the most favorable price and on the most favorable terms then obtained by reasonable effort, subject to certain exceptions.

Pursuant to the Assignment of Registration Rights, the Sellers assigned to Eli Acquisition the registration rights and other rights available to the Common Stock set forth in the Registration Rights Agreement, dated as of April 20, 2004, among MCI and the other parties listed on the signature pages thereto, as amended from time to time (the “Registration Rights Agreement”), and MCI consented to such assignment; provided that Eli Acquisition agreed to waive the registration rights contained in Section 2.1 of the Registration Rights Agreement.

Except as set forth in this Schedule 13D, to the knowledge of each of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or listed on Schedule I hereto, and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.”

Item 7. Material to Be Filed as Exhibits

The following is added to the end of Item 7.

“99.1.

Amendment to Agreement and Plan of Merger, dated as of May 1, 2005, among Verizon Communications Inc., Eli Acquisition, LLC and MCI, Inc. (incorporated by reference to Exhibit 2.1 to Verizon’s Current Report on Form 8-K filed on May 2, 2005).

99.2.

Agreement, dated as of May 11, 2005, among Verizon Communications Inc. and the United States Department of Justice.

99.3.

Trust Agreement, dated as of May 11, 2005, among Verizon Communications Inc., Eli Acquisition, LLC and Richard L. Thornburgh.

99.4.

Registration Rights Agreement, dated as of April 20, 2004, among MCI, Inc. and the securityholders named therein (incorporated by reference to Exhibit 4.6 to MCI’s Annual Report on Form 10-K filed on April 29, 2004).

99.5.

Assignment of Registration Rights, dated May 17, 2005, among the Sellers, Eli Acquisition, LLC and MCI, Inc.”

Page 7 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2005


VERIZON COMMUNICATIONS INC.

By:		/s/ Marianne Drost
Name:		Marianne Drost
Title:		Senior Vice President, Deputy General
		Counsel and Corporate Secretary

ELI ACQUISITION, LLC

By:		/s/ Marianne Drost
Name:		Marianne Drost
Title:		Vice President and Secretary

Page 8 of 9

Exhibit Index



99.1		Amendment to Agreement and Plan of Merger, dated as of May 1, 2005, among Verizon Communications Inc., Eli Acquisition, LLC and MCI, Inc. (incorporated by reference to Exhibit 2.1 to Verizon’s Current Report on Form 8-K filed on May 2, 2005).

99.2		Agreement, dated as of May 11, 2005, between Verizon Communications Inc. and the United States Department of Justice.

99.3		Trust Agreement, dated as of May 11, 2005, among Verizon Communications Inc., Eli Acquisition, LLC and Richard L. Thornburgh.

99.4		Registration Rights Agreement, dated as of April 20, 2004, among MCI, Inc. and the securityholders named therein (incorporated by reference to Exhibit 4.6 to MCI’s Annual Report on Form 10-K filed on April 29, 2004).

99.5		Assignment of Registration Rights, dated May 17, 2005, among the Sellers, Eli Acquisition, LLC and MCI, Inc.

Page 9 of 9

EX-99.2 2 dex992.htm AGREEMENT, DATED AS OF MAY 11, 2005 Agreement, dated as of May 11, 2005

Exhibit 99.2

AGREEMENT

WHEREAS, on February 22, 2005, Verizon Communications Inc., acting on its behalf and on behalf of Eli Acquisition, LLC, (collectively “Verizon”) filed with the Federal Trade Commission and the United States Department of Justice (the “Department”) a notification pursuant to the Hart-Scott-Rodino Act, 15 U.S.C. § 18a, regarding a proposed purchase by Verizon of all of the shares of MCI, Inc. (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of February 14, 2005 (as amended from time to time, the “Merger Agreement”), among Verizon, MCI, and Eli Acquisition LLC, and the Department is currently investigating the proposed Merger;

WHEREAS, Verizon has since entered into an agreement to purchase approximately 43.4 million shares of common stock of MCI, Inc., from eight entities affiliated with Carlos Slim Helu (the “Slim Shares”); on April 11, 2005, Verizon filed with the Federal Trade Commission and the Department a notification with respect to that proposed purchase; and on April 14, 2005, in response to the Department’s request, Verizon provided to the Department all non-privileged documents in Verizon’s possession relating to the Slim transaction; and

WHEREAS the Department has determined that Verizon’s purchase of the Slim Shares on the terms and conditions set forth below will not violate the antitrust laws;

NOW, THEREFORE, Verizon and the Department hereby agree as of May 11, 2005, as follows:

1. Verizon will enter into a Trust Agreement in the form attached hereto as Exhibit 1, or in a form approved by the Department, with a trustee satisfactory to both the Department and Verizon (“the Trustee”).

2. Immediately upon purchasing the Slim Shares, Verizon will transfer them to the Trustee and will assign to the Trustee its entire interest in such shares except as provided in this Agreement and the Trust Agreement.

3. A. While this Agreement is in effect, neither Verizon nor any of its officers or directors, nor any of its employees, agents, or representatives who are acting at its direction will:

(1)

Seek or accept any membership on MCI’s board of directors or any position as an officer or employee of MCI;

(2)

Seek or accept a right to nominate, or advise with respect to the nomination of, any member of MCI’s board of directors, including pursuant to the operation of Article VII, section 10 of MCI’s Amended and Restated Certificate of Incorporation concerning consultation by the Nominating and Corporate Governance Committee about nominees to the board;

(3)

Attend or participate in meetings of MCI’s board of directors, except to the limited extent that they may be invited by the MCI board to make specific presentations about the Merger including any revisions to the terms of the Merger Agreement, in which event they would not be present for or participate in the deliberations of the board;

(4)

Participate in internal MCI management decisions; or

(5)

Seek or obtain any confidential MCI business information, except: (1) to the extent required by law, (2) pursuant to confidentiality agreements entered into in connection with litigation or regulatory proceedings related to obtaining approval of the Merger, or (3) with notice to the Department and absent objection by the Department within 5 business days (or earlier, if the Department agrees), pursuant to confidentiality agreements entered into as part of a regular course of business transaction.

- 2 -

B. Nothing in this Agreement shall prevent Verizon from exercising any of its rights under the terms of the Merger Agreement as they read upon the date of this Agreement or engaging in customary, lawful planning for consummation of the Merger.

4. Verizon will promptly notify both the Trustee and the Department if the Merger Agreement is for any reason terminated without the Merger having been consummated. All notifications to the Department will be sent electronically or by fax, and by mail, with return receipt requested, to:

Assistant Attorney General

Antitrust Division

Main Justice Building

950 Pennsylvania Avenue, NW

Washington, DC 20530

(202) 514-2401 Telephone

(202) 616-2645 Fax

with a copy to:

Chief, Telecommunications & Media Enforcement Section

Antitrust Division

1401 H Street, NW

Eighth Floor

Washington, DC 20530

(202) 514-5621 Telephone

(202) 514-6381 Fax

5. Upon the consummation of the Merger, the Trustee may transfer the Slim Shares to Verizon under Article VIII.B of the Trust Agreement.

6. At any time, Verizon may request that the Trustee sell some or all of the Slim Shares. If such a request is made, the Trustee shall sell some or all of the Slim shares to a purchaser or purchasers and on terms acceptable to Department, in its sole discretion.

7. A. If (1) on May 1, 2006 the Department has not yet made a decision on whether to seek an injunction blocking the Merger; or (2) the Merger Agreement is terminated without the Merger having been consummated, the Trustee shall, within 120 days, sell the Slim Shares to a purchaser or purchasers and on terms acceptable to the Department, in its sole discretion.

- 3 -

B. The Department may, in its sole discretion, permit the Trustee to continue to hold some or all of the Slim Shares for some time period beyond that indicated in paragraph 7.A above.

C. The Trustee may seek an extension of time from the Department if he or she is unable to sell the Slim Shares on commercially reasonable terms within the time period specified in paragraph 7.A above.

D. At any time following the earlier of (a) termination of the Merger Agreement or (b) May 1, 2006, Verizon may make a one-time request for the Department to approve the transfer of some or all of the Slim Shares to Verizon by the Trustee under Article VIII.B of the Trust Agreement. The Department shall approve the transfer of such shares to Verizon unless it determines, in its sole discretion, that such transfer would be unlawful under Section 7 of the Clayton Act, 15 U.S.C. § 18, after exploring in customary fashion whether any appropriate conditions on such transfer would eliminate the unlawfulness. Verizon agrees to comply promptly with any requests for information from the Department prior to making its determination under this paragraph. Until the Department makes its determination whether the transfer of such shares would be unlawful (or Verizon withdraws its request made under this paragraph), the Trustee shall not sell the Slim Shares notwithstanding any other provision of this agreement.

8. Notice of any determination by the Department under paragraphs 6 and 7 above, and any other notices to Verizon, will be sent electronically or by fax, and by mail, with return receipt requested, to:

John Thorne

Senior Vice President & Deputy General Counsel

Verizon

1515 North Court House Road

Fifth Floor

Arlington, VA 22201-2909

703 351-3900 Telephone

703 351-3670 Fax

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9. If the Department notifies Verizon that it has concluded that the transfer of some or all of the Slim Shares to Verizon pursuant to paragraph 7.D above would be unlawful under Section 7 of the Clayton Act, 15 U.S.C. § 18, and Verizon has been afforded a reasonable opportunity to meet with and be heard by the Deputy Assistant Attorney General or the Assistant Attorney General within the Department responsible for this matter prior to such determination being made, the Trustee shall sell the Slim Shares as provided in paragraph 7.A above. In this case, if the Department files a complaint in federal district court alleging Verizon’s retention of the Slim Shares would be unlawful under Section 7 of the Clayton Act, 15 U.S.C. § 18, Verizon agrees not to contest that determination or any other allegations contained in the Department’s complaint.

10. In the event that the Department determines that the transfer of the Slim Shares to Verizon pursuant to paragraph 7.D above would be unlawful, Verizon hereby consents and agrees, pursuant to the terms of the Stipulation attached hereto as Exhibit 2, to the entry of a Final Judgment in the form attached hereto as Exhibit 3. If the Department determines that the Merger would be unlawful under Section 7 of the Clayton Act, 15 U.S.C. § 18, it does not anticipate filing the proposed Final Judgment in the form attached hereto as Exhibit 3.

11. In the event that MCI is acquired by any person or entity other than Verizon and the Trustee receives any non-cash consideration for the Slim Shares, the Trustee will sell that non-cash consideration or Verizon may request to retain it under the same terms, conditions and processes described in this Agreement that apply to the Slim Shares.

- 5 -

12. The Department will not issue a request for additional information under 15 U.S.C. §18a, and may in its discretion grant early termination of the waiting period, with respect to the April 11, 2005 notification concerning Verizon’s proposed acquisition of the Slim Shares.

13. The Department will not divulge any information or documents obtained from the Trustee or Verizon under this Agreement or the Trust Agreement to any person other than an authorized representative of the executive branch of the United States or to the FCC, pursuant to a customary protective Order or waiver of confidentiality by Verizon, except in the course of legal proceedings to which the United States is a party (including grand jury proceedings), or for the purpose of securing compliance with this or related Agreements, or as otherwise required by law.

14. This Agreement will terminate upon the earlier of (i) the consummation of the Merger or (ii) the sale by the Trustee of the Slim Shares (or any replacement consideration that the Trustee is required to dispose of pursuant to paragraph IV.B.2 of the Trust Agreement).


United States Department of Justice		Verizon Communications Inc.

by	/s/ Nancy M. Goodman	by	/s/ John Thorne
	Nancy M. Goodman, Chief		John Thorne, Attorney for
	Telecommunications and Media Enforcement Section		Verizon Communications Inc.
	Antitrust Division

- 6 -

EX-99.3 3 dex993.htm TRUST AGREEMENT, DATED AS OF MAY 11, 2005 Trust Agreement, dated as of May 11, 2005

Exhibit 99.3

TRUST AGREEMENT

AMONG Verizon Communications Inc., and Eli Acquisition, LLC (collectively, “Verizon”) and Dick Thornburgh (“Trustee”), with respect to approximately 43.4 million shares of common stock of MCI, Inc., that Verizon has agreed to purchase from eight entities affiliated with Carlos Slim Helu, and such other shares of MCI as Verizon may purchase from third parties with the approval of the United States Department of Justice (the “Shares”).

WHEREAS, on February 22, 2005, Verizon filed with the Federal Trade Commission and the United States Department of Justice a notification pursuant to the Hart-Scott-Rodino Act, 15 U.S.C. § 18a, regarding a proposed purchase by Verizon of all of the shares of MCI, Inc. (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of February 14, 2005 (as amended from time to time, the “Merger Agreement”), among Verizon, MCI, and Eli Acquisition LLC.

NOW, THEREFORE, Verizon and the Trustee hereby agree as follows:

ARTICLE I

Immediately upon purchasing the Shares, Verizon will transfer the Shares to the Trustee, to be held in Trust for the exclusive benefit of Verizon as sole beneficiary. If a successor Trustee is appointed by a court or by agreement of Verizon and the Department of Justice (the “Department”), the current Trustee shall transfer the Shares to such successor Trustee.

ARTICLE II

The Trustee and any of its employees, agents, and representatives who are acting at its direction will not:

A. Seek or accept any membership on MCI’s board of directors or any position as an officer or employee of MCI;

B. Seek or accept a right to nominate, or advise with respect to the nomination of, any member of MCI’s board of directors, including pursuant to the operation of Article VII, section 10 of MCI’s Amended and Restated Certificate of Incorporation concerning consultation by the Nominating and Corporate Governance Committee about nominees to the board;

C. Attend or participate in meetings of MCI’s board of directors, except to the limited extent that they may be invited by the MCI board, in which event they would not be present for or participate in the deliberations of the board; or

D. Participate in internal MCI management decisions; or

E. Seek or obtain any confidential MCI business information, except: (1) to the extent required by law, or (2) pursuant to confidentiality agreements entered into in connection with litigation or regulatory proceedings related to obtaining approval of the Merger.

ARTICLE III

The Trustee shall vote the Shares as follows:

A. On whether to approve the Merger, on the election of directors of MCI, and on any other matter submitted to the shareholders of MCI by any person that, in Verizon’s reasonable judgment, could be expected to further or hinder the ultimate approval of the Merger, the Trustee shall vote the Shares as directed by Verizon; provided, however, that Verizon, its officers and directors, and any of its employees, agents, and representatives who are acting at its direction will not seek or accept membership on MCI’s board of directors, and the Trustee shall not vote for any such person.

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B. On all other matters, the Trustee shall grant MCI a proxy to vote the Shares in the same proportion as the remaining shares of MCI are voted.

ARTICLE IV

A. If (1) on May 1, 2006 the Department has not yet made a decision on whether to seek an injunction blocking the Merger; or (2) the Merger Agreement is terminated without the Merger having been consummated, the Trustee shall, within 120 days, sell the Shares to a purchaser or purchasers at the most favorable price and upon the most favorable terms then obtainable by reasonable effort, with the approval of the Department, in its sole discretion, according to the terms of the Agreement between Verizon and the Department, dated May 11, 2005 (the “Department Agreement”).

The requirements set forth in Paragraph A above are subject to the following:

If the Trustee is unable to sell the Shares on commercially reasonable terms within the time allotted, Verizon or the Trustee may seek an extension of the time periods in Paragraph A above from the Department, which may grant such an extension in its sole discretion.

If, at any time prior to the sale of the Shares by the Trustee, MCI enters into a merger or sale agreement for the company or substantially all of its assets with an alternative party (“Alternative Party Transaction”), the Trustee may at the direction of Verizon retain the Shares until the transaction contemplated by such Alternative Party Transaction is consummated, in which case the Trustee would receive the consideration provided for therein for the benefit of Verizon. If the

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Department subsequently determines, in its sole discretion, that ownership by Verizon of any non-cash portion of such consideration for the Shares would be unlawful under Section 7 of the Clayton Act, 15 U.S.C. § 18 , and Verizon has been afforded a reasonable opportunity to meet with and be heard by the Deputy Assistant Attorney General or the Assistant Attorney General responsible for this matter prior to such determination having been made, the Trustee shall sell any non-cash portion of the consideration as provided in Paragraph A above within 60 days of such determination.

If, at any time prior to the sale of the Shares by the Trustee, Verizon requests from the Department approval to receive some or all of the Shares from the Trustee under the Department Agreement, then the Trustee shall hold and not sell the Shares subject to such request until the Department makes its decision. If the Department, in its sole discretion, approves the request with respect to some or all the Shares, then the Trustee shall transfer the number of approved Shares to Verizon as provided in Article VIII.B. If the Department, in its sole discretion, disapproves the request with respect to some or all the Shares, then the Trustee shall sell the disapproved Shares as provided in Paragraph A above within 60 days after the Trustee is notified of the Department’s decision.

If, at any time prior to the sale of the Shares by the Trustee, Verizon files with the Federal Trade Commission and the Department a notification pursuant to the Hart-Scott-Rodino Act with respect to an alternative proposal to purchase a majority of the common stock of, or all or substantially all of the assets of, MCI, including a tender or exchange offer (a “New HSR Transaction”), the Trustee at

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Verizon’s option shall hold and not sell the Shares until such New HSR Transaction is consummated, abandoned, or terminated. If the New HSR Transaction is consummated, then the Trustee shall transfer the Shares to Verizon as provided in Article VIII.B. If the New HSR Transaction is abandoned or terminated for any reason, and not replaced with an alternative proposal, then the Trustee shall sell the Shares as provided in Paragraph A, above, within 120 days after such abandonment or termination.

Verizon or the Trustee may seek an extension of the time periods in Paragraph A above from the Department on other reasonable grounds, which the Department may grant in its sole discretion.

The Trustee shall sell some or all of the Shares at any time upon Verizon’s request according to the terms of paragraph 6 of the Department Agreement.

ARTICLE V

The Trustee will be responsible for maintaining full records of all efforts made to divest the Shares and all communications with Verizon. In connection with its sale of the Shares, the Trustee may engage such investment bankers, attorneys, appraisers, accountants, and other agents and professionals as the Trustee determines are reasonably necessary, and the costs of such sale, transfer, or other disposition, including the fees of all such agents and professionals retained by the Trustee hereunder, shall be borne by Verizon. Any such agents and professionals shall be accountable solely to the Trustee. The Trustee shall manage such agents and professionals with reasonable care to avoid imprudent expenditures.

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ARTICLE VI

If the Trustee is required to sell the Shares or their proceeds under Article IV, and until the Trustee’s obligations under Article IV, above, are satisfied, the Trustee shall file monthly reports which are labeled as confidential with the Department and Verizon setting forth the Trustee’s efforts to fulfill those obligations. Such reports shall include the name, address, and telephone number of each person who, during the preceding month, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring the Shares and shall describe in detail each contact with any such person during that period.

ARTICLE VII

As soon as reasonably practicable, but in any event no later than thirty (30) days after the end of each calendar quarter, the Trustee shall deliver to the Department and Verizon an account of the actions and transactions of the Trustee, consisting of the following statements: principal received; realized increases derived from principal on sales, exchanges or dividends or other distributions; realized decreases to principal on sales, exchanges, collections, or distributions; new investments; principal or cash disbursed; principal remaining on hand; income collected; expenses incurred (including taxes) irrespective of whether paid; income on hand; and a computation of the Trustee’s compensation and reimbursable expenses. Verizon shall have thirty (30) days to review the account and inform the Trustee and the Department if it has any objection to the account. If Verizon does not notify the Trustee in writing of any objections within thirty (30) days, the account shall be deemed approved. In the event Verizon does notify the Trustee of such an objection, the Trustee promptly shall petition for judicial settlement of its account.

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ARTICLE VIII

A. Upon a disposition of some or all of the Shares (whether by sale, exchange or otherwise), the Trustee shall collect the proceeds of such disposition and shall promptly transfer them to Verizon, subject to the Department’s approval under the Department Agreement for any non-cash portion of the proceeds.

B. If the Merger is consummated or the Department approves the transfer of some or all of the Shares (or non-cash portion of the proceeds) to Verizon pursuant to the Department Agreement, the Trustee shall promptly transfer those Shares (or non-cash portion of the proceeds) to Verizon.

C. All cash proceeds or dividends received by the Trustee for, or in relation to, the Shares (or non-cash portion of the proceeds) shall be paid promptly to Verizon. Cash dividends shall be paid within one business day.

ARTICLE IX

This Trust Agreement shall terminate upon the sale or transfer by the Trustee of all of the Shares and the completion of the Trustee’s other duties (e.g., Art. VIII paying proceeds, Art. VII final accounting, etc.).

ARTICLE X

A. This Trust is intended to be a “grantor trust,” the United States federal income taxation of which is governed by Subpart E of Subchapter J of the Code. The Trustee shall be responsible for timely filing tax returns (if any) requested by Verizon and providing such information, books, and records of the Trust as are requested by Verizon for the purpose of preparing tax returns or otherwise dealing with tax authorities.

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B. This agreement is irrevocable and, except as otherwise specifically provided, may not be altered or amended.

C. The Trustee represents and warrants that, during the period of service as Trustee, he or she is not, and shall not become, an officer, employee, director, or shareholder of Verizon. The Trustee further represents and warrants that he or she does not have (nor will have during the period of service as Trustee) any direct or indirect business or familial relationship with Verizon or any 1% or greater shareholder of Verizon. It is understood and agreed that the representations and warranties set forth herein apply only to the Trustee and do not extend by imputation or otherwise to his law firm or any other persons or entities engaged by the Trustee.

D. The Trustee represents and warrants that he or she is, and during the period of service as Trustee shall remain, a United States Person within the meaning of Section 7701(a)(30)(A) of the Code.

ARTICLE XI

In addition to the powers now or hereafter conferred by applicable law, and subject to the provisions set forth above, the Trustee may:

A. Make payments or distributions of income or principal in kind or in money, or partly of each, in shares of differing composition;

B. Hold, manage, and control all trust property, real or personal;

C. Employ and pay reasonable compensation to such employees, agents, brokers, advisors, trustees, custodians, depositories, title holders, escrowees, accountants, attorneys, investment counsel, appraisers, insurers, and others (who may be the Trustee himself or herself in such other capacity or any firm or corporation with which the Trustee is associated), and execute any general or limited direction or power of attorney for any such employment or agency relationship; and such expenses shall not be charged against the compensation of the Trustee;

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D. Open and maintain one or more savings accounts or checking accounts and rent safety deposit boxes or vaults, wherever located, within or without the United States, even if the bank or trust company at which the safety deposit box or vault is located is acting as Trustee of such Trust; deposit to the credit of such account or accounts all or any part of the trust property, irrespective of whether such property may earn interest; add to or remove some or all of the items placed in any safety deposit box or vault; withdraw a portion or all of such funds so deposited by check or other instrument signed by the Trustee, or by such other person or persons as the Trustee may authorize, and any such bank, company or association may allow such person or persons access to such safety deposit box or vault and to pay such check or other instrument and also to receive the same for deposit to the credit of any holder thereof when so signed and properly endorsed, without inquiry of any kind; and access when so allowed and payments when so made by such bank, company or association, shall not be subject to objection by any person concerned or interested in any way in the Trust;

E. Make or refrain from making any tax election; provided, however, that no election may be made that would change the status of the Trust from a grantor trust for income tax purposes; and

F. Make any payment, receive any money, take any action and make, execute, deliver, and receive any contract, deed, instrument, or document, that the Trustee may deem necessary or advisable to exercise any of the Trustee’s powers or to carry out any provisions contained herein; and in addition to the powers enumerated hereinabove, do all other acts that in the judgment of the Trustee are necessary or desirable for the proper administration of the Trust.

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ARTICLE XII

The Trustee agrees to be bound by the terms of the Final Judgment attached hereto if and when filed with the Court, by the terms of the attached Stipulation, and by the Department Agreement. If this agreement and the Department Agreement are in conflict, the Department Agreement controls, subject to the Final Judgment and Stipulation.

ARTICLE XIII

Verizon agrees to pay the Trustee compensation for his services in accordance with Exhibit A. Verizon further agrees to reimburse the Trustee for all expenses, including, without limitation, the fees and expenses customarily charged for such matters by the legal, accounting, and other professional advisors and agents retained by the Trustee to advise the Trustee in connection with his duties, obligations, and other matters in connection with or arising out of this agreement. In addition, Verizon shall pay for all expenses incurred by the Trust in connection with the sale or transfer of the Shares, including, without limitation, the fees and expenses customarily charged for such matters by the investment bankers, attorneys, appraisers, accountants, and other agents and professionals engaged by the Trustee in connection with such divestitures, including expenses relating to unconsummated efforts to divest such assets. Verizon hereby agrees to reimburse the Trustee for expenses, including attorneys’ and other advisers’ fees, on a monthly basis upon presentation to Verizon of appropriate invoices.

ARTICLE XIV

A. This agreement shall be construed and administered, and the validity of the Trust hereunder shall be determined, in accordance with the laws of the State of New York without giving effect to its conflicts of law principles. With the advance written consent of Verizon, the Trustee may amend this paragraph and take any other action in order to change the jurisdiction

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which law shall govern the construction, administration and validity of any Trust hereunder, and to amend any other provision of this agreement solely for such purposes. The jurisdiction which law governs the construction, administration and validity of the Trust may, but need not be the same as the situs of the administration of the Trust.

B. The situs of the administration of the Trust shall be the District of Columbia, and the jurisdiction governing all disputes and/or litigation shall be the United States District Court for the District of Columbia.

ARTICLE XV

Verizon agrees that the Trustee shall incur no liability arising directly or indirectly from the performance or discharge of his or her obligations relating to or arising out of the Trust, this Trust Agreement or otherwise relating to the Shares, except such liability as may arise from Trustee’s willful misconduct, including any intentional breach of this Agreement, or gross negligence. Verizon agrees to reimburse Trustee on demand for, and to fully indemnify and hold Trustee harmless against and with respect to any and all loss, liability, damage, or expense (including without limitation reasonable attorneys’ fees and costs) that Trustee may suffer or incur in connection with the entry into this Trust Agreement, the performance or discharge of his or her obligations under this Trust Agreement or otherwise in connection with the Agreement and the Shares, except as may arise from the willful misconduct or gross negligence of Trustee. In the event of a claim against the Trustee alleging willful misconduct, including intentional breach of this Agreement, or gross negligence, it is understood and agreed that Verizon shall nevertheless advance on a current basis Trustee’s defense fees and costs, subject to return to Verizon only in the event of a final, non-appealable judgment or adjudication on the merits that the Trustee’s willful misconduct, including any intentional breach of this Agreement, or gross negligence caused the liability or loss alleged in any claim against the Trustee. Verizon shall have the right to control the defense of any claim by a third party which could give rise to an obligation of indemnification to the Trustee, subject to consultation with the Trustee and, subject to the Trustee’s right to assume control of the defense (still subject to Verizon’s indemnity and hold harmless obligation, including with respect to the current advancement of defense fees and costs) in the event that the Trustee’s and Verizon’s interests become adverse or otherwise are not aligned with respect to such third-party claim.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of this 11th day of May, 2005.



/s/ Dick Thornburgh				/s/ John Thorne
Dick Thornburgh, Trustee				John Thorne, Attorney for Verizon Communications Inc.

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Exhibit A—Compensation Schedule

A. Monthly Retainer. For the period dating from the execution of the Trust Agreement until the termination of all of Trustee’s responsibilities thereunder, Verizon shall pay Trustee a monthly retainer of $50,000.

B. Fees and Expenses of Trustee. Verizon shall pay the customary hourly fees of and expenses incurred by the Trustee and the law firm assisting him.

C. Readjustment of Fees. Once the Trustee commences his duties under the Trust Agreement, the parties agree if necessary to reassess the monthly retainer amount set forth above.

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EX-99.5 4 dex995.htm ASSIGNMENT OF REGISTRATION RIGHTS, DATED MAY 17, 2005 Assignment of Registration Rights, dated May 17, 2005

Exhibit 99.5

May 17, 2005

VIA FACSIMILE (703) 886-0860

MCI, Inc.

22001 Loudoun County Parkway

Ashburn, Virginia 20147

Attention: Anastasia Kelly, Esq.

Re: Transfer of MCI, Inc. (the “Company”) Common Stock

Dear Ms. Kelly:

In connection with the proposed transfer to Eli Acquisition, LLC (“Eli”), a wholly owned subsidiary of Verizon Communications, Inc., of an aggregate of 43,447,684 shares of common stock, par value $.01, of the Company (the “Shares”) from the following entities (each entity a “Seller” and collectively, the “Sellers”)”: Promotora Inbursa, S.A. de C.V., Banco Inbursa, S.A. Institucion de Banca Multiple Grupo Financiero Inbursa, Inmobiliaria para el Desarrollo de Proyectos, S.A. de C.V. (f/k/a Impulsora del Desarrollo Economico de America Latina, S.A. de C.V.), Commercial LLC, Controlodora de Servicio de Telecomunicaciones, Corporativo Global Telecom, S.A. de C.V. (f/k/a Global telecom LLC), Inmobiliaria Inbursa, S.A. de C.V. and Corporativo Orient Star, S.A. de C.V. (f/k/a Orient Star Holdings LLC), each Seller desired to assign to Eli the registration and other rights available to the Shares under that certain Registration Rights Agreement, dated as of April 20, 2004, by and among the Company and the other parties listed on the signature pages thereto, as amended from time to time (the “Agreement”) and Eli desires to be a party to the Agreement. Pursuant to Section 2.11 of the Agreement, the Sellers hereby request that the company give its written consent to the assignment of such rights by signing below; thereby, resulting in Eli being a “Holder” (as such term is defined in the Agreement). In addition, Eli agrees to waive any such rights set forth in Section 2.1 of the Agreement. Eli’s principal address is 1095 Avenue of the Americas, New York, NY 10036.

Please return the executed copy of this letter via facsimile to our counsel, Adam M. Turteltaub, of Willkie Farr & Gallagher LLP, at (212) 728-9129. Thank you for your prompt attention to this matter.

[Signature page follows]


Very truly yours, PROMOTORA INBURSA, S.A. DE C.V.
/s/ Raúl Humberto Zepeda Ruiz
By:		Raúl Humberto Zepeda Ruiz
Title:		Attorney-in-Fact
BANCO INBURSA, S.A. DE INSTITUTION DE BANCA MULTIPLE GRUPO FINANCIERO INBURSA
/s/ Raúl Humberto Zepeda Ruiz
By:		Raúl Humberto Zepeda Ruiz
Title:		Attorney-in-Fact
INMOBILIARIA PARA EL DESARROLLO DE PROYECTOS, S.A. DE C.V.
/s/ Raúl Humberto Zepeda Ruiz
By:		Raúl Humberto Zepeda Ruiz
Title:		Attorney-in-Fact
CONTROLADORA DE SERVICIOS DE TELECOMUNICATIONES, S.A. DE C.V.
/s/ Sergio Rodríguez Molleda
By:		Sergio Rodríguez Molleda
Title:		Attorney-in-Fact
CORPORATIVO GLOBAL TELECOM, S.A. DE C.V.
/s/ Javier Humberto Rosado Machain
By:		Javier Humberto Rosado Machain
Title:		Manager


INMOBILIARIA INBURSA, S.A. DE C.V.
/s/ Raúl Humberto Zepeda Ruiz
By:		Raúl Humberto Zepeda Ruiz
Title:		Attorney-in-Fact
CORPORATIVO ORIENT STAR, S.A. DE C.V.
/s/ Javier Humberto Rosado Machain
By:		Javier Humberto Rosado Machain
Title:		Manager
COMMERCIAL LLC By: U.S. Commercial Corp., S.A. de C.V., its sole member
/s/ Javier Humberto Rosado Machain
By:		Javier Humberto Rosado Machain
Title:		Manager
ELI ACQUISITION, LLC
John N. Diercksen
By:		John N. Diercksen
Title:		Executive Vice President Strategy, Development and Planning


Confirmed and Agreed: MCI, INC.

By:		/s/ Anastasia D. Kelly
		Name: Anastasia D. Kelly Title: General Counsel

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