MCI COMMUNICATIONS CORPORATION
1801 Pennsylvania Avenue, N.W BERT C. ROBERTS, JR.
Washington, DC 20006 Chairman
September 16, 1998
Gerald H. Taylor
2606 Normanstone Lane, N.W.
Washington, DC 20008
This letter confirms several modifications to your Amended and Restated
Employment Agreement, dated as of November 6, 1997, that you and I have agreed
to. I have discussed these changes with Bernie Ebbers on behalf of WorldCom, and
he also has agreed to them. All of us accept that these changes are necessary
and fair to all parties under the circumstances.
1. At the close of the merger, you will become a director of MCI
WORLDCOM, Inc. ('MCI WorldCom'). You will serve as a director
of MCI WorldCom until December 31, 1999, unless your
resignation is requested earlier or unless you are asked to
continue as a director after that date and you agree to do so.
2. You will be employed by MCI until your retirement from the
company, which we presently anticipate will be on or about
January 1, 1999. Upon your retirement, all currently unvested
equity awards (i.e., February 1998 option grants and February
and August 1998 executive stock awards) will vest and your
deferrals of any previously vested equity awards will
3. In full settlement of any compensation claims under your
employment agreement (including payroll, bonus, and equity
claims), MCI will pay you 1.33 times the sum of your current
1998 salary and bonus (senior executive incentive plan plus
cash equivalent of executive stock award). This sum will be
paid to you in 16 equal monthly installments commencing in
September 1998 and continuing through December 1999.
4. The continued health, dental, and insurance benefits specified
in your employment agreement will commence as of September
5. You will receive three years service credit toward your
pension at retirement. You will have all the normal options
with respect to payment of your pension.
6. The non-competition provision of your employment agreement
will continue in force until December 31, 1999, unless you are
asked to resign from the MCI WorldCom Board prior to June 30,
1999, in which case it will terminate 6 months after your
Except as modified by this letter, the terms of your employment agreement will
continue in effect.
If this letter accurately sets forth your understanding of our agreement, please
so indicate by signing below.
/s/ Bert C. Roberts, Jr.
Bert C. Roberts, Jr.
READ AND AGREED TO: /s/ Gerald H. Taylor
Gerald H. Taylor