Letter Agreement re: Guaranties and Promissory Notes - WorldCom Inc. and Bernard J. Ebbers


[WORLDCOM LOGO]


                                  April 2, 2002


Bernard J. Ebbers
500 Clinton Center Drive
Clinton, MS  39056

Dear Bernie:

         This letter (the "Agreement") shall serve to amend, restate and confirm
the understandings contained in our November 1, 2000 letter agreement. WorldCom,
Inc. (the "Company") and you have entered into various contractual arrangements
respecting certain of your obligations that are, or have been, secured by shares
of the Company, to wit:

                  (i) Limited Guaranty dated as of November 14, 2000 executed by
the Company for the benefit of Bank of America, N.A. (the "Prior Guaranty");

                  (ii) Limited Guaranty dated as of February 12, 2001 executed
by the Company for the benefit of Bank of America, N.A., as modified by that
certain First Modification and Reaffirmation of Limited Guaranty, dated as of
January 25, 2002, replacing the Prior Guaranty (items (i) and (ii), together
with any amendments, modifications, supplements or replacements thereof, are
sometimes collectively referred to herein as the "Guaranty");

                  (iii) Promissory Note dated as of September 8, 2000 in the
maximum principal amount of $25 million made by you payable to the order of the
Company;

                  (iv) Promissory Note dated as of November 1, 2000 in the
maximum principal amount of $25 million made by you payable to the order of the
Company;

                  (v) Promissory Note dated as of December 29, 2000 in the
maximum principal amount of $50 million made by you payable to the order of the
Company;

                  (vi) Promissory Note dated as of September 10, 2001 made by
you payable to the order of the Company relating to the Guaranty; and

                  (vii) Promissory Note dated as of January 30, 2002 in the
maximum principal amount of $65 million made by you payable to the order of the
Company (items (iii) through (vii), together with any amendments, modifications,
supplements, or replacements thereof, are sometimes hereinafter collectively
referred to as the "Promissory Notes").

         1. INDEMNITY. You shall indemnify, reimburse and hold harmless the
Company for any amounts expended, losses, damages, costs, claims or expenses
(including, but not limited to, court costs and attorneys' fees) under or
arising out of the Guaranty, this Agreement or the Promissory Notes.

         2. PLEDGE. (a) To secure the prompt payment and full performance of all
obligations owing by you to the Company (the "Liabilities"), whether direct,
contingent, fixed or otherwise, now or from time to time hereafter arising, with
respect to this Agreement, the Promissory Notes and the




Bernard J. Ebbers
April 2, 2002
Page 2


Guaranty, you have granted and/or hereby grant to the Company a security
interest in and to, and pledge and assign to the Company, under Articles 8 and 9
of the Uniform Commercial Code as currently effective in the State of
Mississippi, all of your right, title, share and interest in the shares of stock
of the Company now owned by you (except for the stock of the Company currently
the subject of pledges for the benefit of Citibank, N.A. and Bank of America,
N.A., respectively, pursuant to agreements in effect on November 1, 2000, or any
renewals, replacements, amendments, modifications, or extensions thereof,
hereinafter, the "Existing Pledges"), or hereafter acquired by you pursuant to
the exercise of stock options, together with all proceeds thereof and amounts or
other securities or property derived therefrom, and, upon the release of the
Existing Pledges, you shall be deemed to have granted to the Company a security
interest under Articles 8 and 9 of the Uniform Commercial Code as currently
effective in the State of Mississippi in such additional shares of stock in the
Company as were the subject of the Existing Pledges (all of the shares
referenced above are sometimes hereinafter collectively referred to as the
"Collateral"). You agree to keep the Collateral free from any lien, security
interest or encumbrance other than those in favor of the Company, or arising out
of the Existing Pledges, or as to which the Company consents in writing.

                  (b) Upon demand by the Company pursuant to any one or more of
the Promissory Notes (which shall be subject to a majority vote of the Board of
Directors of the Company) or upon the breach by you of any of the terms of this
Agreement or any of the Promissory Notes, the Company may exercise the rights
and pursue the remedies provided under Article 9 of the Uniform Commercial Code
as currently effective in, or as hereafter amended by, the State of Mississippi,
including but not limited to exercising all voting rights with respect to the
Collateral, collecting all dividends and other distributions with respect to the
Collateral, and selling the Collateral at any public or private sale, at the
Company's option, without advertisement; provided, however, that upon any such
demand, you shall have 90 days from the date thereof to make payment; provided,
further, that if such demand is made subsequent to your death or incapacity,
your estate shall have 180 days from the date thereof to make payment; in either
such case, interest shall continue to accrue at the "Normal Rate" as provided in
the Promissory Notes until such payment is due and, until such payment is due,
the Company shall refrain from exercising the aforementioned rights and
remedies. The Company may bid and become a purchaser at any such sale, and upon
any such sale the Company shall collect, receive, and hold and apply the
proceeds as provided herein. If notice of intended disposition is required by
law, such notice, if mailed, shall be deemed reasonably and properly given if
mailed to your address appearing on the records of the Company at least five
days before the time of such disposition. The proceeds from any such sale or
action shall be applied first to the payment of all legal and other costs and
expenses incurred in connection with the sale or action and next to the payment
of the Liabilities, as determined by the Company. The balance, if any, of such
proceeds remaining after such application shall be paid to you. If the proceeds
of any such sale or action are insufficient to pay in full the amounts specified
above, you shall remain liable for such deficiency.

         3. PERFECTION. To perfect the Company's security interest in the
Collateral, (a) you hereby irrevocably authorize the Company at any time and
from time to time to file in any appropriate jurisdiction any UCC financing
statements or amendments thereto, and (b) you are delivering to the Company
certain of the Collateral, together with irrevocable stock powers endorsed in
blank. You, from time to time hereafter, shall deliver to the Company any
additional Collateral that comes within your possession or control, together
with irrevocable stock powers endorsed in blank.

         4. ADDITIONAL SECURITY. You represent and warrant to the Company that
your personal financial statement dated December 31, 2001 (the "Statement")
provided to the Company is complete and



Bernard J. Ebbers
April 2, 2002
Page 3


accurate in all material respects and, except as noted on the Statement, all of
the assets listed thereon are owned by you individually, free and clear of any
liens, security interests or other encumbrances, except for statutory liens
securing immaterial amounts arising in the ordinary course of business. On or
within 10 days of the date hereof, you agree to provide such information with
respect to your interests in Joshua Holdings LLC, BC Yacht Sales Inc., Savannah
Yacht & Ship LLC, BCT Real Estate LLC, Douglas Lake Land & Timber Company LLP
and Douglas Lake Properties, Inc., together with any related or subsidiary
entities (the "Additional Assets"), and as the Company reasonably may request
from time to time, including without limitation:

                  (i) Outstanding debt and liability information with respect to
     each Additional Asset;

                  (ii) Existing appraisal information, evaluations and title
     reports with respect to each Additional Asset; and

                  (iii) Historical operating statements for each Additional
     Asset.

Except for liens in existence as of the date hereof, until the Liabilities have
been paid in full, you will not sell, assign, transfer, pledge or encumber in
any other matter any of the Additional Assets without the prior written consent
of the Company. On or within 10 days of the date hereof, you shall pledge to the
Company (and shall cause the pledge by related minority investors) of a security
or mortgage interest in each of the Additional Assets. In the event that the
value of the Collateral or the Additional Assets should materially increase in
the aggregate during the term of this Agreement, the Company will take
reasonable steps to release that portion of the Collateral and/or Additional
Assets that is no longer necessary to sufficiently collateralize the
Liabilities.

         5. FURTHER ASSURANCES. You agree to perform all acts and do all things
which the Company may request, now or hereafter, in order to evidence, preserve
or protect its rights and the creation, attachment or perfection of the security
interests granted or to be granted hereunder including, without limitation,
execution and delivery of one or more promissory notes evidencing your
obligations arising out of any advance under the Guaranty and delivery of stock
certificate(s) with appropriate stock powers in order to perfect the Company's
security interest in the Collateral or the Additional Assets.

         6. MISCELLANEOUS. This Agreement shall be interpreted and the rights
and liabilities of the parties hereto shall be determined in accordance with the
internal laws (as opposed to the conflicts of law provisions) and decisions of
the State of Mississippi and you hereby consent to the jurisdiction of the
courts of or in the State of Mississippi in connection with any dispute,
controversy, action or other matter relating to or arising out of this
Agreement. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. This Agreement shall be binding
upon you and your heirs and legal representatives and shall inure to the benefit
of the Company and its successors and assigns. The powers, rights, and remedies
of the Company under this Agreement are cumulative and are not exclusive of any
other power, right or remedy that the Company otherwise may have. Any single or
partial exercise or pursuit of any power, right or remedy under this Agreement
by the Company shall not preclude other or further exercise or pursuit thereof
or the exercise or pursuit of any other power, right or remedy. The Company's
rights and remedies under this Agreement shall be unaffected by any change in
the provisions of



Bernard J. Ebbers
April 2, 2002
Page 4


any agreement, instrument, or document evidencing or affecting any of the
Liabilities, by any extension of time for payment or performance of any of the
Liabilities or by any partial or full release of any security for payment or
performance of any of the Liabilities. No delay by the Company in exercising or
pursuing any power, right or remedy under this Agreement shall operate as a
waiver thereof, and no failure by the Company to exercise or pursue any power,
right or remedy shall prevent the Company from exercising the same in the
future.


                                       WorldCom, Inc.

                                       By: WorldCom, Inc. Compensation and Stock
                                       Option Committee


                                       By: /s/ Stiles A. Kellett, Jr.
                                          ------------------------------------
                                          Stiles A. Kellett, Jr., Chairman


         Acknowledged and agreed as of the date first above written.



                                       /s/ Bernard J. Ebbers
                                       ---------------------------------------
                                       Bernard J. Ebbers