{"id":43064,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-h-amp-r-block-inc-compuserve.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-h-amp-r-block-inc-compuserve","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-h-amp-r-block-inc-compuserve.html","title":{"rendered":"Agreement and Plan of Merger – H&R Block Inc., Compuserve Corp. and WorldCom Inc."},"content":{"rendered":"
                          AGREEMENT AND PLAN OF MERGER\n\n                                  By and Among\n\n                                H&R BLOCK, INC.,\n\n                             H&R BLOCK GROUP, INC.,\n\n                            COMPUSERVE CORPORATION,\n\n                                 WORLDCOM, INC.\n\n                                      AND\n\n                       WALNUT ACQUISITION COMPANY, L.L.C.\n\n                                  Dated as of\n\n                               September 7, 1997\n\n \n                               TABLE OF CONTENTS\n\n\nARTICLE I  TERMS OF THE MERGER...............................................2\n                                                                            \n   1.1 The Merger............................................................2\n   1.2 Effective Time........................................................2\n   1.3 Merger Consideration..................................................3\n   1.4 Stockholders' Rights upon Merger......................................4\n   1.5 Surrender and Exchange of Shares......................................4\n   1.6 Certificate of Incorporation..........................................5\n   1.7 Bylaws................................................................5\n   1.8 Other Effects of Merger...............................................5\n   1.9 No Dissenters' Rights.................................................5\n   1.10 Additional Actions...................................................5\n                                                                            \nARTICLE II ASSET TRANSFER; SETTLEMENT OF INTERCOMPANY ACCOUNTS;             \n   RELEASE OF CLAIMS.........................................................6\n                                                                            \n   2.1 Transfer of Assets....................................................6\n   2.2 Intercompany Accounts.................................................6\n   2.3 Release of Claims.....................................................7\n                                                                            \nARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING COMPUSERVE..............7\n                                                                            \n   3.1 Organization, Existence and Good Standing.............................7\n   3.2 CompuServe Capital Stock..............................................8\n   3.3 Ownership of CompuServe Entities' Capital Stock; Investments..........8\n   3.4 Power and Authority; Non-Contravention; Filing and Consents...........9\n   3.5 CompuServe SEC Documents; Financial Information......................10\n   3.6 Subsequent Events....................................................11\n   3.7 Legal Proceedings....................................................13\n   3.8 Contracts............................................................13\n   3.9 Accounts Receivable..................................................15\n   3.10 Taxes...............................................................15\n   3.11 Employee Benefit Plans; Employment Matters..........................16\n   3.12 Compliance with Laws; Permits.......................................18\n   3.13 Patents, Trademarks, Etc............................................19\n   3.14 Labor Matters.......................................................20\n   3.15 Insurance...........................................................20\n   3.16 Rights Agreement....................................................20\n   3.17 Commissions and Fees................................................21\n   3.18 Vote Required.......................................................21\n   3.19 Opinion of Financial Advisor........................................21\n   3.20 Takeover Statutes...................................................21\n                                                                            \nARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING H&R BLOCK...............21\n                                                                            \n   4.1 Organization, Existence and Good Standing............................21\n   4.2 H&R Block Ownership of Capital Stock.................................22\n   4.3 Power and Authority; Non-Contravention; Filings and Consents.........22\n   4.4 Taxes................................................................23\n   4.5 Assets and Employees Used in CompuServe's Business...................24\n   4.6 Legal Proceedings....................................................24\n   4.7 Rights Agreement.....................................................24\n   4.8 Commissions and Fees.................................................24\n   4.9 Opinion of Financial Advisor.........................................25\n\n                                       i\n\n \nARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING BLOCK GROUP..............25\n                                                                            \n   5.1 Organization, Existence and Good Standing............................25\n   5.2 Block Group Ownership of CompuServe Entities' Capital Stock..........25\n   5.3 Power and Authority; Non-Contravention; Filings and Consents.........25\n   5.4 Legal Proceedings....................................................27\n                                                                            \nARTICLE VI REPRESENTATIONS AND WARRANTIES REGARDING WORLDCOM................27\n                                                                            \n   6.1 Organization, Existence and Good Standing............................27\n   6.2 WorldCom Capital Stock...............................................27\n   6.3 Power and Authority; Non-Contravention; Filings and Consents.........28\n   6.4 WorldCom SEC Documents; Financial Information........................29\n   6.5 Subsequent Material Adverse Change...................................30\n   6.6 Legal Proceedings....................................................30\n   6.7 Taxes................................................................31\n   6.8 Compliance with Laws in General......................................31\n   6.9 Vote Required........................................................31\n   6.10 Commissions and Fees................................................31\n                                                                            \nARTICLE VII REPRESENTATIONS AND WARRANTIES REGARDING WAC....................31\n                                                                            \n   7.1 Organization, Existence, Good Standing and Ownership Interest........31\n   7.2 Power and Authority; Non-Contravention...............................32\n   7.3 Consents and Approvals...............................................32\n   7.4 Legal Proceedings....................................................33\n   7.5 No Contracts or Liabilities..........................................33\n   7.6 Commissions and Fees.................................................33\n                                                                            \nARTICLE VIII COVENANTS......................................................33\n                                                                            \n   8.1 Interim Conduct of CompuServe and the CompuServe Entities............33\n   8.2 Voting of Shares.....................................................36\n   8.3 No Transfers.........................................................37\n   8.4 Indemnification......................................................37\n   8.5 No Contribution......................................................40\n   8.6 Meeting of CompuServe Stockholders...................................41\n   8.7 Registration Statement; Proxy Statement..............................41\n   8.8 Access to Information................................................43\n   8.9 Confidentiality......................................................44\n   8.10 HSR Act Compliance, Etc.............................................44\n   8.11 Public Disclosures..................................................44\n   8.12 Resignation of Directors and Officers...............................45\n   8.13 Notification of Certain Matters.....................................45\n   8.14 No Solicitation.....................................................45\n   8.15 Other Actions.......................................................47\n   8.16 Cooperation.........................................................47\n   8.17 CompuServe and CompuServe Entity Employees..........................48\n   8.18 CompuServe Name.....................................................49\n   8.19 Affiliate Letters...................................................49\n   8.20 Noncompete and Nonsolicitation Agreement............................50\n   8.21 Facilities Agreements...............................................50\n   8.22 SEC and Stockholder Filings.........................................50\n   8.23 Takeover Statutes...................................................50\n   8.24 Comfort Letters.....................................................50\n   8.25 Interim Conduct of WorldCom.........................................51\n   8.26 Stock Options.......................................................51\n                                                                            \n\n                                       ii\n\n \nARTICLE IX TAX MATTERS......................................................52\n                                                                            \n   9.1 Section 338 Election.................................................52\n   9.2 Tax Indemnification..................................................54\n   9.3 Tax Related Adjustments..............................................59\n   9.4 Transfer Taxes.......................................................60\n                                                                            \nARTICLE X CONDITIONS TO CLOSING.............................................60\n                                                                            \n   10.1 Mutual Conditions...................................................60\n   10.2 Conditions to Obligations of WorldCom and WAC.......................61\n   10.3 Conditions to Obligations of H&R Block, Block Group and CompuServe..62\n                                                                            \nARTICLE XI TERMINATION, AMENDMENT AND WAIVER................................63\n                                                                            \n   11.1 Termination.........................................................63\n   11.2 Effect of Termination...............................................64\n   11.3 Amendment...........................................................64\n   11.4 Waiver..............................................................65\n   11.5 Expenses............................................................65\n                                                                            \nARTICLE XII MISCELLANEOUS...................................................66\n                                                                            \n   12.1 Representations and Warranties; Survival............................66\n   12.2 Notices.............................................................66\n   12.3 Governing Law and Dispute Resolution................................68\n   12.4 Specific Performance................................................68\n   12.5 Severability........................................................68\n   12.6 Captions............................................................68\n   12.7 Entire Agreement....................................................68\n   12.8 Counterparts........................................................68\n   12.9 Binding Effect; Assignability.......................................69\n   12.10 Director and Officer Indemnification...............................69\n   12.11 No Rule of Construction............................................69\n   12.12 Schedules..........................................................69\n                                                                            \nARTICLE XIII DEFINITIONS....................................................70\n\n                                      iii\n\n \n                                   Exhibits\n                 \nExhibit A         Form of Stockholders Agreement\nExhibit B         Form of Standstill Agreement\nExhibit C         Form of Affiliate Letter\nExhibit D         Form of Noncompete\/Nonsolicitation Agreement\nExhibit E         Form of Opinions of counsel to H&R Block, Block Group and\n                     CompuServe       \nExhibit F         Form of Opinion of Counsel to H&R Block\nExhibit G         Form of Opinions of Counsel to WorldCom\nExhibit H         Form of Opinion of Counsel to WorldCom\nExhibit I         Form of Registration Rights Letter\n                 \n                 \n                            Schedules of CompuServe\n                 \nSchedule 3.1      Organization, Existence and Good Standing\nSchedule 3.2      CompuServe Capital Stock\nSchedule 3.3(a)   CompuServe Entities' Capital Stock; Investments\nSchedule 3.3(b)   CompuServe Entities' Capital Stock; Investments\nSchedule 3.5      CompuServe SEC Documents; Financial Information\nSchedule 3.6      Subsequent Events\nSchedule 3.7      Legal Proceedings\nSchedule 3.8(a)   Contracts\nSchedule 3.8(b)   Contracts\nSchedule 3.8(c)   Contracts (International Distribution Agreements)\nSchedule 3.8(d)   Contracts (Network Services Agreements)\nSchedule 3.8(e)   Contracts (Government Contracts)\nSchedule 3.8(f)   Consents (Waivers and Approvals)\nSchedule 3.10     Tax Disclosure\nSchedule 3.10(g)  Tax Disclosure (Tax Sharing Agreements)\nSchedule 3.11(a)  Employee Benefit Plans; Employment Matters (employee benefit \n                     plans)\nSchedule 3.11(b)  Employee Benefit Plans; Employment Matters (unions; \n                     employment agreements or plans affected by the Agreement)\nSchedule 3.12     Compliance with Laws; Permits\nSchedule 3.13     Patents, Trademarks, Etc.\nSchedule 8.1(c)   Interim Conduct of  CompuServe and the CompuServe Entities\nSchedule 8.4(b)   General Indemnification by CompuServe and H&R Block\nSchedule 8.17     CompuServe Entity Employees\nSchedule 8.26     CompuServe Stock Option Payments\n                 \n\n                                       iv\n\n \n                            Schedules of H&R Block\n                 \nSchedule 2.2      Amounts Owed From CompuServe to H&R Block\nSchedule 4.2      H&R Block Ownership of CompuServe Entities Capital Stock\nSchedule 4.4      H&R Block Tax Returns\nSchedule 4.5(a)   Assets Used Principally in CompuServe's Business\nSchedule 4.5(b)   Other Assets Used in CompuServe's Business\nSchedule 4.6      Legal Proceedings\n                 \n                           Schedules of Block Group\n                 \nSchedule 5.2      Block Group Capital Stock\nSchedule 5.4      Legal Proceedings\n                 \n                 \n                             Schedules of WorldCom\n                 \nSchedule 6.2      WorldCom Common Shares Agreements\nSchedule 6.7      Taxes\n\n                                       v\n\n \n                          AGREEMENT AND PLAN OF MERGER\n\n     THIS AGREEMENT AND PLAN OF MERGER (this \"Agreement\"), made and entered into\nas of the 7th day of September, 1997, by and among H&R BLOCK, INC., a Missouri\ncorporation (\"H&R Block\"), H&R BLOCK GROUP, INC., a Delaware corporation and a\nwholly-owned subsidiary of H&R Block (\"Block Group\"), COMPUSERVE CORPORATION, a\nDelaware corporation and a majority-owned subsidiary of Block Group\n(\"CompuServe\"), WORLDCOM, INC., a Georgia corporation (\"WorldCom\"), and WALNUT\nACQUISITION COMPANY, L.L.C., a Delaware limited liability company which is\nwholly-owned by WorldCom (\"WAC\").  All capitalized terms used in this Agreement\nand not defined in the text hereof have the meanings set forth in Article XIII.\n\n                              W I T N E S S E T H:\n\n     WHEREAS, the Boards of Directors of H&R Block, Block Group, CompuServe and\nWorldCom, and the sole member (WorldCom) of WAC each have determined that it is\nin the best interests of their respective stockholders or member that they enter\ninto this Agreement, which provides for the merger of WAC with and into\nCompuServe (the \"Merger\") in accordance with the laws of the State of Delaware\nand the provisions of this Agreement, and have authorized their respective\nofficers to execute and deliver this Agreement on their behalf;\n\n     WHEREAS, the Board of Directors of CompuServe has determined it is in the\nbest interests of its stockholders to consummate the Merger and has adopted a\nresolution approving and adopting this Agreement, subject to authorization by\nresolution of the stockholders of CompuServe;\n\n     WHEREAS, the Board of Directors of H&R Block, as sole stockholder of Block\nGroup, has determined it is in the best interests of its shareholders to\nconsummate the transactions contemplated by this Agreement and has adopted a\nresolution approving and adopting the Agreement;\n\n     WHEREAS, WorldCom, as the sole member of WAC, has approved this Agreement;\n\n     WHEREAS, as a condition and inducement to WorldCom's and WAC's entering\ninto this Agreement and incurring the obligations set forth herein, concurrently\nwith the execution and delivery of this Agreement, H&R Block and Block Group are\nentering into a stockholder's agreement with WorldCom in the form attached\nhereto as Exhibit A (the \"Stockholders Agreement\"), pursuant to which, among\nother things, Block Group has agreed to grant WorldCom an irrevocable option to\npurchase all of the capital stock of CompuServe held by Block Group, agreed to\nvote all of its CompuServe Common Shares in favor of the Merger and granted\nWorldCom an irrevocable proxy to vote such shares;\n\n     WHEREAS, as a condition and inducement to WorldCom's and WAC's entering\ninto this Agreement and incurring the obligations set forth herein, concurrently\nwith the execution and delivery of this Agreement, H&R Block and Block Group are\nentering into a standstill agreement \n\n \nin the form attached hereto as Exhibit B (the \"Standstill Agreement\"), pursuant\nto which, among other things, H&R Block and Block Group agree to restrictions\nwith respect to the acquisition of WorldCom Common Shares;\n\n     WHEREAS, the parties intend that WorldCom's acquisition of CompuServe\nthrough the Merger shall constitute a qualified stock purchase within the\nmeaning of Section 338(d)(3) of the Code; and\n\n     WHEREAS, H&R Block, Block Group, CompuServe, WorldCom and WAC desire to\nmake certain representations, warranties, covenants and agreements in connection\nwith the transactions contemplated by this Agreement and also to prescribe\nvarious conditions to the consummation thereof;\n\n     NOW, THEREFORE, in consideration of the premises, and the mutual\nrepresentations, warranties, covenants and agreements contained herein, the\nparties hereto do hereby agree as follows:\n\n                                   ARTICLE I\n\n                                        \n                              Terms of the Merger\n\n     1.1  The Merger.  Upon the terms and subject to the conditions set forth\nin this Agreement, the Merger shall be consummated in accordance with the DGCL\nand the DLLCA.  At the Effective Time (as defined in Section 1.2 below), upon\nthe terms and subject to the conditions of this Agreement, WAC shall be merged\nwith and into CompuServe in accordance with the DGCL and the DLLCA and the\nseparate existence of WAC shall thereupon cease, and CompuServe, as the\nsurviving corporation in the Merger (the \"Surviving Corporation\"), shall\ncontinue its corporate existence under the laws of the State of Delaware as a\nsubsidiary of WorldCom.  The parties shall prepare and execute a certificate of\nmerger (the \"Certificate of Merger\") in order to comply in all respects with\nthe applicable requirements of the DGCL and the DLLCA and with the provisions of\nthis Agreement.\n\n     1.2  Effective Time.  The Merger shall become effective at the time of\nthe filing of the Certificate of Merger with the Secretary of State of Delaware\nin accordance with the applicable provisions of the DGCL and the DLLCA or at\nsuch later time as may be specified in the Certificate of Merger.  The\nCertificate of Merger shall be filed as soon as practicable after all of the\nconditions set forth in this Agreement have been satisfied or waived by the\nparty or parties entitled to the benefit of the same.  WorldCom and CompuServe\nshall mutually determine the time of such filing and the place where the closing\nof the Merger (the \"Closing\") shall occur.  The time when the Merger shall\nbecome effective is herein referred to as the \"Effective Time\" and the date on\nwhich the Effective Time occurs is herein referred to as the \"Closing Date.\"\n\n                                       2\n\n \n     1.3  Merger Consideration.\n\n          (a) (i)  Subject to the provisions of this Agreement and any\napplicable backup or other withholding requirements, each of the CompuServe\nCommon Shares outstanding as of the Effective Time shall be converted into the\nright to receive, and there shall be paid and issued as hereinafter provided in\nexchange for each of the CompuServe Common Shares, a fraction of a share  of\nWorldCom Common Stock equal to the Exchange Ratio (defined below), subject to\nthe payment of cash in lieu of any fractional share as provided in Section\n1.3(b) (such share of WorldCom Common Stock, together with such cash payment,\nthe \"\"\"Merger Consideration\").  The \"Exchange Ratio\" shall be determined as\nfollows:  (i) if the Average Trading Price of a WorldCom Common Share is greater\nthan or equal to $29.54, the Exchange Ratio shall equal 0.40625; (ii) if the\nAverage Trading Price of a WorldCom Common Share is greater than or equal to\n$24.00 but less than $29.54, the Exchange Ratio shall equal a fraction (rounded\nto the nearest hundred-thousandth) determined by dividing $12.00 by the Average\nTrading Price of a WorldCom Common Share; and (iii) if the Average Trading Price\nof a WorldCom Common Share is less than $24.00, the Exchange Ratio shall equal\n0.5. The Exchange Ratio shall be subject to appropriate adjustment in the event\nof a stock split, stock dividend or recapitalization after the date of this\nAgreement applicable to shares of the WorldCom Common Stock or the CompuServe\nCommon Stock.\n\n          (ii) In order to allow the transaction contemplated by this Agreement\nto constitute a qualified stock purchase under Section 338 of the Code and not a\ntax-free reorganization, Block Group shall have the right to elect to (x) reduce\nthe aggregate Merger Consideration otherwise payable to Block Group pursuant to\nthe Merger by such number of shares of WorldCom Common Stock the aggregate value\nof which, based on the Average Trading Price, is equal to $1,100,000, subject to\nappropriate adjustment in the event of a stock split, stock dividend or\nrecapitalization after the date of this Agreement applicable to shares of the\nWorldCom Common Stock and not reflected in the Average Trading Price, and (y) in\nlieu of such shares, receive $1,000,000 in cash.\n\n        (b) No fractional shares of WorldCom Common Stock shall be issued\npursuant to the Merger nor will any fractional share interest involved entitle\nthe holder thereof to vote, to receive dividends or to exercise any other rights\nof a shareholder of WorldCom.  In lieu thereof, any Person who would otherwise\nbe entitled to a fractional share of WorldCom Common Stock pursuant to the\nprovisions hereof shall receive an amount in cash equal to the value of such\nfractional share.  The value of such fractional share shall be the product of\nsuch fraction multiplied by the Average Trading Price, subject to appropriate\nadjustment in the event of a stock split, stock dividend or recapitalization\nafter the date of this Agreement applicable to shares of the WorldCom Common\nStock and not reflected in the Average Trading Price.\n\n        (c) Each share of CompuServe Common Stock held in the treasury of\nCompuServe or by a wholly owned subsidiary of CompuServe shall be canceled as of\nthe Effective Time and no Merger Consideration shall be payable with respect\nthereto.\n\n                                       3\n\n \n        (d) Subject to the provisions of this Agreement, at the Effective\nTime, the interest of WorldCom in WAC outstanding immediately prior to the\nMerger shall be converted, by virtue of the Merger and without any action on the\npart of the holder thereof, into one share of the common stock, par value $.01\nper share, of the Surviving Corporation (the \"\"\"Surviving Corporation Common\nStock\"), which one share of the Surviving Corporation Common Stock shall\nconstitute all of the issued and outstanding capital stock of the Surviving\nCorporation and shall be owned by WorldCom.\n\n     1.4  Stockholders' Rights upon Merger.  Upon consummation of the Merger,\nthe certificates which theretofore represented CompuServe Common Shares (the\n\"\"\"Certificates\") shall cease to represent any rights with respect thereto, and,\nsubject to applicable law and this Agreement, shall only represent the right to\nreceive the Merger Consideration.\n\n     1.5  Surrender and Exchange of Shares.  (a)  Prior to the Closing Date,\nWorldCom shall appoint The Bank of New York or such other entity as may be\nserving as WorldCom's transfer agent to act as exchange agent (the \"\"\"Exchange\nAgent\") for the Merger.  Promptly after the Effective Time, WorldCom shall make\navailable, or cause to be made available, to the Exchange Agent such\ncertificates evidencing such number of shares of WorldCom Common Stock and such\namount of cash, as and when necessary, in order to enable the Exchange Agent to\neffect the exchange of certificates and make the cash payment required pursuant\nto Section 1.3(a)(ii) above if elected by Block Group, and the cash payments in\nrespect of fractional shares contemplated by Section 1.3(b) above.\n\n     (b) On the Closing Date, WorldCom shall instruct the Exchange Agent to mail\nto each holder of record of a Certificate within five Business Days of receiving\nfrom CompuServe a list of such holders of record, (i) a letter of transmittal\n(which shall specify that delivery shall be effected, and risk of loss and title\nto the Certificates shall pass, only upon delivery of the Certificates to the\nExchange Agent and shall be in such form and have such other provisions as\nWorldCom may reasonably specify) and (ii) instructions for use in effecting the\nsurrender of the Certificates in exchange for certificates representing the\nMerger Consideration.\n\n     (c) After the Effective Time, each holder of a CompuServe Common Share\nshall surrender and deliver the Certificates to the Exchange Agent together with\na duly completed and executed transmittal letter.  Upon such surrender and\ndelivery, the holder shall receive a certificate representing the number of\nwhole shares of WorldCom Common Stock into which such holder's CompuServe Common\nShares have been converted pursuant to this Agreement, subject to the cash\npayment required pursuant to Section 1.3(a)(ii) above if elected by Block Group\nand the cash payment in lieu of any fractional share contemplated by Section\n1.3(b) above.  Until so surrendered and exchanged, each outstanding Certificate\nafter the Effective Time shall be deemed for all purposes to evidence only the\nright to receive that number of whole shares of WorldCom Common Stock into which\nthe CompuServe Common Shares have been converted pursuant to this Agreement,\nsubject to the cash payment required pursuant to Section 1.3(a)(ii) above if\nelected by Block Group and the cash payment in lieu of any fractional share\ncontemplated by Section 1.3(b) above; provided, however, that no dividends or\n                                      --------  -------                      \nother distributions, if any, in respect of the shares of WorldCom Common Stock,\ndeclared after the \n\n                                       4\n\n \nEffective Time and payable to holders of record after the Effective Time, shall\nbe paid to the holders of any unsurrendered Certificates until such Certificates\nare exchanged as provided herein. Subject to applicable law, after the surrender\nand exchange of Certificates, the record holders thereof will be entitled to\nreceive any such unpaid dividends or other distributions, without interest\nthereon, which have become payable after the Effective Time with respect to the\nnumber of shares of WorldCom Common Stock for which such Certificates were\nexchangeable. Holders of any unsurrendered Certificates shall not be entitled to\nvote WorldCom Common Stock or exercise other rights of the holders of WorldCom\nCommon Stock until such Certificates are exchanged pursuant to this Agreement.\n\n     (d) At the Effective Time, the stock transfer books of CompuServe shall be\nclosed, and no transfer of CompuServe Common Shares shall be made thereafter.\nIn the event that, after the Effective Time, Certificates are presented to the\nSurviving Corporation, they shall be canceled and exchanged for shares of\nWorldCom Common Stock and cash as provided in Section 1.3(a)(ii) if so elected\nby Block Group and Section 1.3(b) above.\n\n     (e) Neither CompuServe nor WorldCom nor the Exchange Agent shall be liable\nto any holder of CompuServe Common Shares for any such shares of WorldCom Common\nStock (or dividends or distributions with respect thereto) or cash delivered to\na public official pursuant to any abandoned property, escheat or similar law,\nrule, regulation, statute, order, judgment or decree.\n\n     1.6  Certificate of Incorporation.  At and after the Effective Time, the\nCertificate of Incorporation of the Surviving Corporation shall be identical to\nthe Certificate of Incorporation of CompuServe in effect at the Effective Time\n(subject to any subsequent amendment).\n\n     1.7  Bylaws.  At and after the Effective Time, the Bylaws of CompuServe\nin effect at the Effective Time shall be the Bylaws of the Surviving Corporation\n(subject to any subsequent amendment).\n\n     1.8  Other Effects of Merger.  The Merger shall have all further effects\nas specified in the applicable provisions of the DGCL and the DLLCA.\n\n     1.9  No Dissenters' Rights.   The holders of the CompuServe Common\nShares are not entitled to appraisal rights under the DGCL.  H&R Block and\nCompuServe jointly and severally represent and warrant that the holders of the\nCompuServe Common Shares are not entitled to appraisal rights under the\nCertificate of Incorporation of CompuServe.\n\n     1.10  Additional Actions. If, at any time after the Effective Time, the\nSurviving Corporation shall consider or be advised that any deeds, bills of\nsale, assignments, assurances or any other actions or things are necessary or\ndesirable to vest, perfect or confirm of record or otherwise in the Surviving\nCorporation its right, title or interest in, to or under any of the rights,\nproperties or assets of WAC or CompuServe or otherwise to carry out this\nAgreement, the officers and directors of the Surviving Corporation shall be\nauthorized to execute and deliver, in the name and on behalf of WAC or\nCompuServe, all such deeds, bills of sale, assignments and assurances and to\ntake and do, in the name and on behalf of WAC or CompuServe, all such other\n\n                                       5\n\n \nactions and things as may be necessary or desirable to vest, perfect or confirm\nany and all right, title and interest in, to and under such rights, properties\nor assets in the Surviving Corporation or otherwise to carry out this Agreement.\n\n\n                                   ARTICLE II\n                                        \n     ASSET TRANSFER; SETTLEMENT OF INTERCOMPANY ACCOUNTS; RELEASE OF CLAIMS\n\n          2.1  Transfer of Assets.    H&R Block, Block Group and CompuServe\nagree that, prior to the Closing, any interests, assets or rights owned, leased\nor held by or in the possession or control of H&R Block or any H&R Block Entity\nwhich are principally used in or principally related to the business of\nCompuServe or any of the CompuServe Entities, whether tangible or intangible,\nand whether fixed, contingent or otherwise, including contracts, contractual\nrights, licenses and intellectual property rights, will be transferred and\ncontributed for no additional consideration to CompuServe or such CompuServe\nEntity as directed by WorldCom; provided, however, that such interests, assets\nor rights shall not include (x) assets held under any H&R Block employee benefit\nplans, such as life insurance policies and deferred compensation plans for the\nbenefit of CompuServe Employees, or (y) any other H&R Block insurance policy\n(except, in the case of clauses (x) and (y), any pre-paid benefits or coverage\nunder insurance policies which inure to CompuServe or any of the CompuServe\nEntities and coverage with respect to such policies for accrued or past claims\nor losses).  In connection therewith, H&R Block, Block Group and CompuServe\nagree to use all reasonable efforts to obtain any required consents, approvals\nor waivers. To the extent that any such interests, assets or rights have not\nbeen so contributed to CompuServe or a CompuServe Entity prior to or at the\nClosing, H&R Block and Block Group shall, and shall cause the other H&R Block\nEntities to, use all reasonable efforts, including acting after the Closing and\nto the maximum extent permitted by law as CompuServe's agent, to effectuate such\ntransfer and contribution to CompuServe or such other CompuServe Entity as soon\nas practicable after the Closing for no additional consideration.\n\n     2.2  Intercompany Accounts.  Immediately prior to the Closing, H&R Block\nand each other H&R Block Entity shall pay CompuServe and each CompuServe Entity\nall amounts then owing from H&R Block and each other H&R Block Entity to\nCompuServe and each CompuServe Entity, respectively (including all amounts owed\nto CompuServe and each CompuServe Entity pursuant to the Tax Sharing Agreement\nor any other Tax sharing agreement), if any, less all amounts then owing, if\nany, from CompuServe and such CompuServe Entity to H&R Block and\/or a H&R Block\nEntity.  Such payment shall be accomplished without incurrence of any liability\nfor Taxes by CompuServe or any CompuServe Entity (other than Taxes with respect\nto which H&R Block and Block Group have agreed to and do fully indemnify\nWorldCom).  To the extent that any such amounts have not been paid prior to or\nat the Closing, H&R Block and any other H&R Block Entity shall, as soon as\npracticable following the Closing, pay to CompuServe and each CompuServe Entity\nall such unpaid amounts together with interest thereon as provided by the terms\nof such obligations.  H&R Block and Block Group jointly and severally represent\nand warrant that, as of July 31, 1997, the aggregate net amount owed by H&R\n\n                                       6\n\n \nBlock and the H&R Block Entities to CompuServe and the CompuServe Entities is\nset forth on Schedule 2.2 hereto.\n             ------------        \n\n     2.3  Release of Claims.  Effective as of the Effective Time, H&R Block,\nfor itself and on behalf of each of the H&R Block Entities, releases and forever\ndischarges CompuServe and the CompuServe Entities from any and all claims,\ndemands, proceedings, causes of action, orders, obligations, contracts,\nagreements, debts, and liabilities whatsoever, that H&R Block or any H&R Block\nEntity now has, has ever had, or may hereafter have against CompuServe or the\nCompuServe Entities arising at or prior to the Effective Time or on account of\nor arising out of any matter, cause, or event occurring at or prior to the\nEffective Time, including, but not limited to, any rights to indemnification,\ncontribution or reimbursement from CompuServe or any of the CompuServe Entities,\nand whether or not relating to matters pending on, or asserted after, the\nEffective Time.  Further, H&R Block and each of the H&R Block Entities, as of\nthe Effective Time, irrevocably covenants to refrain from, directly or\nindirectly, asserting any claim or demand, or commencing, instituting, or\ncausing to be commenced, any proceeding of any kind against CompuServe or any of\nthe CompuServe Entities, based upon any matter purported to be released hereby.\n\n\n                                  ARTICLE III\n                                        \n              Representations and Warranties Regarding CompuServe\n\n          H&R Block, Block Group and CompuServe, jointly and severally, hereby\nmake the following representations and warranties to WorldCom and WAC:\n\n          3.1  Organization, Existence and Good Standing.  CompuServe is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Delaware. CompuServe has all necessary corporate power and\nauthority to own, lease, operate and transfer its properties and to conduct its\nbusiness as currently conducted.  Each CompuServe Entity is duly organized,\nvalidly existing and, to the extent such concept is applicable under the laws of\nsuch jurisdiction, in good standing in its respective jurisdiction of\norganization, and has all necessary corporate power to own, lease, operate and\ntransfer its properties and carry on its business as currently conducted, except\nwhere the failure to be so organized, existing and in good standing or to have\nsuch power and authority would not have a Material Adverse Effect.  CompuServe\nand each CompuServe Entity is duly qualified to do business and, to the extent\nsuch concept is applicable in such jurisdictions, is in good standing in each\njurisdiction in which the properties owned, leased or operated by it or the\nnature of the business conducted by it makes such qualification necessary,\nexcept where the failure to be so duly qualified and in good standing would not\nhave a Material Adverse Effect.  CompuServe has made available to WorldCom\ncomplete and correct copies of its Certificate of Incorporation and Bylaws and\nother comparable charter or organizational documents of each CompuServe Entity,\nin each case as amended to the date of this Agreement.  Schedule 3.1 sets forth\n                                                        ------------           \na complete and accurate list of all CompuServe Entities and their jurisdiction\nof incorporation or organization and qualification or license, and a description\nof the interest of CompuServe and any other holder in each such entity.\n\n                                       7\n\n \n          3.2  CompuServe Capital Stock.    The authorized capital stock of\nCompuServe consists of (i) 250,000,000 CompuServe Common Shares, of which as of\nSeptember 3, 1997, 92,600,000 shares were issued and outstanding and no shares\nwere issued and held as treasury shares and (ii) 10,000,000 shares of preferred\nstock, par value $.01 per share, of which, as of the date of this Agreement, no\nshares are issued and outstanding and no shares are issued and held as treasury\nshares.  All of the issued and outstanding CompuServe Common Shares are duly\nauthorized, validly issued, fully paid and non-assessable.  As of September 5,\n1997, options (the \"CompuServe Stock Options\") to purchase an aggregate of\n1,712,411 CompuServe Common Shares (subject to adjustment on the terms set forth\nin the CompuServe Stock Plans) were outstanding under the 1996 CompuServe\nCorporation Long-Term Incentive Plan, the CompuServe Corporation 1996 Employee\nStock Purchase Plan, the CompuServe 1996 Outside Directors Plan, and the Crystal\nClub Plan (the \"CompuServe Stock Plans\"), which are the only existing stock\noption, purchase or other plans, arrangements or agreements relating to\nCompuServe Common Shares.  Schedule 3.2 sets forth a complete and accurate list\n                           ------------                                        \nof all outstanding CompuServe Stock Options held by current or former CompuServe\nEmployees and directors of CompuServe (including a vesting schedule and the\nexercise price of each option grant) as of September 5, 1997, and no additional\nCompuServe Stock Options have been issued or granted since such date.  Except as\nprovided in the preceding sentences of this Section 3.2 and except for\nCompuServe Common Shares issued after September 5, 1997 pursuant to the exercise\nof CompuServe Stock Options in accordance with their terms, there are no\noptions, preemptive rights, warrants, or similar rights granted by CompuServe in\nrespect of shares of CompuServe capital stock or any other agreements to which\nCompuServe is a party providing for the issuance or sale by it of any additional\nsecurities.  Except as set forth on Schedule 3.2 or in the CompuServe SEC\n                                    ------------                         \nDocuments, there are no outstanding CompuServe debt securities or other\nagreements or instruments issued by CompuServe or to which H&R Block, any H&R\nBlock Entity, CompuServe or any CompuServe Entity or, to the knowledge of\nCompuServe, any other Person is a party, entitling the holders thereof or\nparties thereto to vote or to direct or otherwise restrict the vote of the\nholders of CompuServe Common Shares or which are convertible into or\nexchangeable for capital stock of CompuServe.  Except as set forth on Schedule\n                                                                      --------\n3.2 or as otherwise provided in this Agreement, neither CompuServe nor any\n---                                                                       \nCompuServe Entity, nor to the knowledge of H&R Block, Block Group or CompuServe,\nany stockholder of CompuServe, is a party to any voting trust, voting agreement,\nproxy or similar agreement.  As of the date of this Agreement, except for an\naggregate of 4,000,000 CompuServe Common Shares reserved for issuance upon the\nexercise of CompuServe Stock Options granted or which may be granted under the\nCompuServe Stock Plans and an aggregate of 2,500,000 shares of Series A Junior\nParticipating Preferred Stock reserved for issuance under the CompuServe Rights\nAgreement, there are no shares of authorized capital stock of CompuServe\nreserved for issuance.  There is no liability for or obligations with respect to\nany dividends, distributions or similar participation interests declared or\naccumulated but unpaid with respect to any shares of CompuServe capital stock.\nThe CompuServe Common Shares held by Block Group entitle Block Group to exercise\n80.13% of the voting power of all of the outstanding CompuServe Common Shares.\n\n     3.3  Ownership of CompuServe Entities' Capital Stock; Investments.  (a)\nCompuServe owns (directly or through one or more CompuServe Entities as set\nforth on Schedule 3.3(a)), \n\n                                       8\n\n \nbeneficially and (except for de minimis numbers of shares held by nominees as\nrequired by the laws of certain foreign jurisdictions) of record, the issued and\noutstanding shares of capital stock or other securities of or interests in the\nCompuServe Entities as set forth on Schedule 3.3(a), all of which shares or\n                                    ---------------\nother securities or interests are duly authorized, validly issued and\noutstanding, fully paid and non-assessable, and free and clear of all Liens or\nOther Encumbrances. As of the date of this Agreement, except as set forth on\nSchedule 3.3(a), there are no preemptive rights, options, warrants or similar\n---------------\nrights granted by CompuServe or any CompuServe Entity in respect of shares of\ncapital stock or other securities of or interests in the CompuServe Entities or\nany agreements to which CompuServe or any CompuServe Entity is a party providing\nfor the issuance or sale by CompuServe or any CompuServe Entity of capital stock\nor other securities of or interests in any CompuServe Entity. There are no\noutstanding debt securities, agreements or interests of any CompuServe Entity,\nor other instruments issued by or to which CompuServe, or any CompuServe Entity\nor, to the knowledge of H&R Block, Block Group or CompuServe, any other Person\nis a party, entitling the holders thereof or parties thereto to vote or to\ndirect or otherwise restrict the vote of the holders of the capital stock or\nother securities of or interests in any CompuServe Entity or which are\nconvertible into or exchangeable for capital stock or other securities of or\ninterests in any CompuServe Entity. No capital stock or other securities of or\ninterests in any CompuServe Entity are reserved for issuance under any stock\nplans or otherwise, and there is no liability for or obligations with respect to\nany dividends, distributions or similar participation rights declared or\naccumulated but unpaid with respect to any securities or interests of any\nCompuServe Entity.\n\n          (b) Except for the CompuServe Entities or as set forth on Schedule\n                                                                    --------\n3.3(b), CompuServe and the CompuServe Entities do not own, beneficially or\n------                                                                    \notherwise, any shares of capital stock or other securities of or interests in,\nor any direct or indirect interest of any nature in, any other corporation,\npartnership, limited liability company, joint venture or other entity.\n\n          3.4  Power and Authority; Non-Contravention; Filings and Consents.\n(a) CompuServe has full corporate power and authority to execute, deliver and\nperform its obligations under this Agreement and all agreements and other\ndocuments executed and delivered, or to be executed and delivered, by it\npursuant to this Agreement and, except for the calling of the CompuServe\nStockholders Meeting and the vote of Block Group as the majority stockholder of\nCompuServe to approve this Agreement, has taken all action required by its\nCertificate of Incorporation, its Bylaws or otherwise, to duly and validly\nauthorize the execution, delivery and the performance of its obligations under\nthis Agreement and such related documents and the consummation of the\ntransactions contemplated hereby and thereby.  The execution and delivery of\nthis Agreement by CompuServe do not and, subject to the receipt of the requisite\nvote of CompuServe's stockholders as aforesaid, the consummation of the\ntransactions contemplated by this Agreement and such related documents by\nCompuServe will not (i) conflict with or violate any provisions of its\nCertificate of Incorporation or its Bylaws, or (ii) constitute a breach of or\ndefault under or result in the creation of any Liens or Other Encumbrances or\nTax on or against, any assets, rights or property of CompuServe or any\nCompuServe Entity or give rise, with or without notice or lapse of time (other\nthan under any of the CompuServe Stock Plans as set forth on Schedule 3.2), to\n                                                             -------------    \nany third-party right of termination, cancellation, material modification or\nacceleration under any note, bond, mortgage, pledge, lien, lease, agreement,\n\n                                       9\n\n \nlicense, commitment or instrument, applicable to CompuServe or any CompuServe\nEntity, or to which CompuServe or any CompuServe Entity is a party or by which\nCompuServe or any CompuServe Entity, or any of their respective assets is or are\nbound, or conflict with or violate any restrictions of any kind to which they\nare subject, which breach, default, lien, encumbrance, Tax, termination,\ncancellation, modification or acceleration would have a Material Adverse Effect\nor which would prevent or materially delay the consummation of the transactions\ncontemplated by this Agreement or otherwise prevent CompuServe from performing\nits obligations hereunder in any material respect, or (iii) subject to obtaining\nthe consents, approvals, orders, authorizations and registrations, and making\nthe filings described in Section 3.4(b) below, violate any law, order, writ,\njudgment, award, statute, rule, regulation or decree of any Governmental Entity\nor arbitrator, which, if violated or accelerated, would have a Material Adverse\nEffect or which would prevent or materially delay the consummation of the\ntransactions contemplated by this Agreement or otherwise prevent CompuServe from\nperforming its obligations hereunder in any material respect.  The execution,\ndelivery and performance of this Agreement have been approved by the Board of\nDirectors of CompuServe.  This Agreement has been duly executed and delivered by\nCompuServe and, assuming this Agreement constitutes a valid and binding\nobligation of WorldCom and WAC enforceable against such parties in accordance\nwith its terms, constitutes a valid and binding obligation of CompuServe\nenforceable against CompuServe in accordance with its terms.\n\n          (b) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with, any Governmental Entity is required to be obtained,\nmade or filed by CompuServe or any CompuServe Entity in connection with the\nexecution and delivery of this Agreement by CompuServe, the consummation by\nCompuServe of the transactions contemplated by this Agreement, except for (i)\nfilings with and, where required, approval by one or more non-U.S. competition\nor antitrust regulatory bodies, (ii) the filing with the SEC of (x) the\nRegistration Statement and the CompuServe Proxy Statement and (y) such reports\nunder the Exchange Act as may be required in connection with this Agreement and\nthe transactions contemplated by this Agreement, (iii) the filing of the\nCertificate of Merger with the Secretary of State of the State of Delaware and\nappropriate documents with the relevant authorities of states in which\nCompuServe is qualified to do business, and (iv) such consents, approvals,\norders, authorizations, registrations, declarations, or filings the failure of\nwhich to be obtained, made or filed would not (A) impair in any material respect\nthe ability of CompuServe to perform its obligations hereunder, (B) prevent or\nimpede, in any material respect, the consummation of the transactions\ncontemplated by this Agreement, or (C) have a Material Adverse Effect.\n\n          3.5  CompuServe SEC Documents; Financial Information.  CompuServe\nhas filed with the SEC all reports, proxy statements, forms, and other documents\nrequired to be filed therewith (the \"CompuServe SEC Documents\") prior to the\ndate of this Agreement, and, as of the Closing Date, CompuServe shall have filed\nwith the SEC all CompuServe SEC Documents required to be filed prior thereto.\nAs of their respective dates, (i) the CompuServe SEC Documents complied, and all\nsimilar documents filed with the SEC after the date of this Agreement but prior\nto the Closing will comply, in all material respects with the requirements of\nthe Securities Act or the Exchange Act, as the case may be, and the rules and\nregulations of the SEC promulgated thereunder applicable to such CompuServe SEC\nDocuments and similar \n\n                                       10\n\n \ndocuments and (ii) none of the CompuServe SEC Documents contained, nor will any\nsimilar documents filed after the date of this Agreement but prior to the\nClosing contain, any untrue statement of a material fact and none of the\nCompuServe SEC Documents omitted, nor will any similar document filed after the\ndate of this Agreement but prior to the Closing omit, to state a material fact\nrequired to be stated therein or necessary in order to make the statements\ntherein, in light of the circumstances under which they were made, not\nmisleading. The consolidated financial statements (including any related notes\nand schedules) of CompuServe included in the CompuServe SEC Documents (including\nany similar documents filed with the SEC after the date of this Agreement but\nprior to the Closing) comply as to form in all material respects with applicable\naccounting requirements and the published rules and regulations of the SEC with\nrespect thereto and have been or will be prepared in accordance with GAAP\n(except, in the case of unaudited statements, as permitted by Form 10-Q under\nthe Exchange Act) applied on a consistent basis during the periods involved\n(except as may be indicated in the notes thereto) and fairly present in all\nmaterial respects the consolidated financial position of CompuServe and its\nconsolidated subsidiaries (including all applicable CompuServe Entities) as of\nthe dates thereof and the consolidated results of their operations and cash\nflows for the periods then-ended (subject, in the case of unaudited statements,\nto normal year-end audit adjustments consistent with prior years). Nothing in\nthis Section 3.5 shall constitute a representation or warranty by H&R Block,\nBlock Group or CompuServe to the extent that any untrue statement, omission or\nfailure to comply results from information supplied by WorldCom to CompuServe\nfor inclusion in any documents filed by CompuServe with the SEC. Except as set\nforth on Schedule 3.5 or as disclosed in the CompuServe SEC Documents and the\n         ------------\nApril 30, 1997 consolidated balance sheet included in the CompuServe SEC\nDocuments (the \"CompuServe Balance Sheet\"), and except for liabilities and\nobligations incurred in the ordinary course of business consistent with past\npractice since the date of the CompuServe Balance Sheet, neither CompuServe nor\nany of CompuServe's consolidated subsidiaries has any liabilities or obligations\nof any nature (whether accrued, absolute, contingent or otherwise) which would\nbe required by GAAP to be set forth on a consolidated balance sheet of\nCompuServe and its consolidated subsidiaries or in the notes thereto that are\nnot so included or disclosed and which would reasonably be expected to have a\nMaterial Adverse Effect.\n\n          3.6  Subsequent Events.  Except as set forth on Schedule 3.6 or\n                                                            ------------   \ndisclosed in the CompuServe SEC Documents or as otherwise contemplated\nhereunder, neither CompuServe nor any CompuServe Entity has since the date of\nthe CompuServe Balance Sheet to the date hereof:\n\n               (a) Suffered any Material Adverse Change;\n\n          (b) Discharged or satisfied any Material Liens or Other Encumbrances,\nor paid, satisfied or incurred any Material obligation or liability (absolute,\naccrued, contingent or otherwise) other than (i) liabilities shown or reflected\non the CompuServe Balance Sheet or (ii) liabilities incurred since the date of\nthe CompuServe Balance Sheet in the ordinary course of business, the discharge,\nsatisfaction or incurrence of which would not have a Material Adverse Effect;\n\n                                       11\n\n \n          (c) Increased or established any reserve for Taxes or any other\nliability on its books or otherwise provided therefor which, if paid in full,\nwould have a Material Adverse Effect;\n\n          (d) Mortgaged, pledged or subjected to any Liens or Other\nEncumbrances, any of their assets, tangible or intangible, which event would,\nindividually or in the aggregate, cause a Material Adverse Effect;\n\n          (e) Sold or transferred any of the assets of CompuServe or any\nCompuServe Entity other than in the ordinary course of business and consistent\nwith past practice or canceled any debts or claims or waived any rights Material\nto CompuServe or any CompuServe Entity;\n\n          (f) Granted any general or uniform increase in the rates of pay of\nemployees or any increase in compensation payable or to become payable by\nCompuServe or any CompuServe Entity to any director, officer or employee,\nconsultant or agent of CompuServe or any CompuServe Entity (other than increases\nin the ordinary course consistent with past practice), or by means of any bonus\nor pension plan, or similar contract or agreement, increased the compensation of\nany director, officer or employee (other than increases in the ordinary course\nconsistent with past practice);\n\n          (g) Except for this Agreement and any other agreement executed and\ndelivered pursuant to this Agreement, entered into any Material transaction\nother than in the ordinary course of business or expressly permitted under other\nprovisions hereof;\n\n          (h) Issued, sold, transferred, pledged, disposed of or encumbered any\nshares of, or securities convertible into or exchangeable for, or options,\nwarrants, calls, commitments or rights of any kind to acquire, any shares of\ncapital stock of any class or interest in or securities of any kind to acquire,\nany shares of capital stock of any class of or interest in or securities of\nCompuServe or any CompuServe Entity, other than shares issued upon the exercise\nof CompuServe Stock Options in accordance with the terms of such CompuServe\nStock Options existing on the date of exercise;\n\n          (i) Made capital commitments which in the aggregate were in excess of\nthe amounts contemplated in CompuServe's May 23, 1997 business plan for fiscal\n1998 as furnished to WorldCom;\n\n          (j) Taken any action to (a) amend its Articles of Incorporation or\nCertificate of Incorporation, as the case may be, or Bylaws or similar\norganizational documents; (b) declare, set aside or pay any dividend or other\ndistribution with respect to capital stock payable in cash, stock, securities or\nproperty other than dividends paid by CompuServe's wholly owned subsidiaries to\nCompuServe or another of CompuServe's wholly owned subsidiaries; or (c) except\npursuant to the Employee Stock Purchase Plan and the Crystal Club Plan, redeem,\npurchase or otherwise acquire, directly or indirectly, any of the capital stock\nor any interest in or securities of CompuServe or any CompuServe Entity;\n\n                                       12\n\n \n          (k) Adopted a plan of complete or partial liquidation, dissolution,\nmerger, consolidation, share exchange, restructuring, recapitalization or other\nreorganization of CompuServe or any CompuServe Entity;\n\n          (l) Changed in any material respect its Tax or accounting methods,\nprinciples or practices (including any changes in depreciation or amortization\npolicies or rates or any changes in any assumptions underlying any method of\ncalculating reserves), other than as required by a change in GAAP or other\napplicable law; or\n\n          (m) Entered into any agreement, contract, commitment or arrangement to\ntake any of the actions contemplated in the foregoing clauses (a) through (l),\nor authorized, recommended, proposed or announced an intention to take any such\naction.\n\n          3.7  Legal Proceedings.  Except as set forth on Schedule 3.7, or\n                                                            ------------    \ndisclosed in the CompuServe SEC Documents, there is no action, suit, claim,\ndemand, proceeding or investigation pending, or to the knowledge of CompuServe,\nthreatened against CompuServe or any of the CompuServe Entities or affecting the\nconsummation of the transactions contemplated by this Agreement which, if\nresolved adversely to CompuServe or any of the CompuServe Entities, would have a\nMaterial Adverse Effect or which could prevent or materially delay the\nconsummation of the transactions contemplated by this Agreement.  Except as set\nforth on Schedule 3.7, there are no Material judgments, decrees, injunctions or\n         ------------                                                          \norders of any Governmental Entity or arbitrator against CompuServe or any of the\nCompuServe Entities.\n\n          3.8  Contracts.    (a)  CompuServe and the CompuServe Entities have\nmade available to WorldCom or, in the case of certain customer contracts,\nWorldCom's counsel true and complete copies of all outstanding contracts,\nintellectual property licenses, leases, agreements and arrangements which are\nMaterial.  Except as otherwise disclosed on Schedule 3.8(a), all of such\n                                            ---------------             \ncontracts, leases, intellectual property licenses, agreements and arrangements\nare valid, binding and enforceable in accordance with their terms (assuming the\nother parties thereto are bound, as to which none of H&R Block, Block Group or\nCompuServe has any reasonable basis to believe otherwise) and in full force and\neffect, except where any such invalidity or failure to be binding, enforceable\nor in full force and effect would not have a Material Adverse Effect.  Except as\notherwise indicated on Schedule 3.8(a), neither CompuServe nor any CompuServe\n                       ---------------                                       \nEntity is, and to the knowledge of CompuServe, no other party to such contracts,\nleases, licenses, agreements and arrangements is in default thereunder, and no\nevent has occurred which, with or without the lapse of time or the giving of\nnotice or both, would constitute a default thereunder, except in each case for\ndefaults as would not have, individually, or in the aggregate, a Material\nAdverse Effect.\n\n          (b) Except as set forth on Schedule 3.8(b) and except for contracts \n                                     ---------------                          \nwhich may be canceled by CompuServe or any CompuServe Entity party thereto\nwithin 30 days without penalty, there are no contracts to which CompuServe or\nany of the CompuServe Entities is a party or by which CompuServe or any of the\nCompuServe Entities is bound which: (i) provide for ongoing obligations with\nrespect to any or all of the Online Services Business or the network services\nbusiness or any other business of CompuServe and the CompuServe Entities after\nDecember 31, 2000; (ii) are network services customer, lease or other agreements\ncontaining \n\n                                       13\n\n \nchange of control or anti-assignment provisions granting to another\nparty or other parties thereto the right to terminate such agreements or take\nother action adverse to CompuServe or any of the CompuServe Entities upon or\nfollowing the transactions contemplated by this Agreement which termination or\nadverse action would have a Material Adverse Effect; or (iii) purport to limit\nCompuServe or any of the CompuServe Entities from providing any service in any\njurisdiction, whether under the CompuServe name or otherwise, or grant any\nexclusive geographic, segment or other rights to any third-party, except where\nthe existence of which after the Closing would not have a Material Adverse\nEffect on CompuServe.\n\n          (c) CompuServe and the CompuServe Entities have made available to\nWorldCom true and complete copies of all agreements material to the relationship\nof CompuServe or any of the CompuServe Entities with international distributors,\nincluding those certain license and distributorship agreements with\ninternational distributors into which CompuServe, a CompuServe Entity or, to the\nknowledge of CompuServe, licensees thereof, have entered (collectively, the\n\"International Distribution Agreements\"). Each International Distribution\nAgreement is valid, binding and enforceable in accordance with its terms\n(assuming the other parties thereto are bound, as to which none of H&R Block,\nBlock Group or CompuServe has any reasonable basis to believe otherwise) and in\nfull force and effect, except where any such invalidity or failure to be\nbinding, enforceable or in full force and effect would not have a Material\nAdverse Effect. Except as set forth on Schedule 3.8(c), to the knowledge of\n                                       ---------------                     \nCompuServe, no party to any International Distribution Agreement is in violation\nof the terms and provisions of any such agreement, except for violations which\nwould not have a Material Adverse Effect.\n\n          (d) CompuServe and the CompuServe Entities have made available to\nWorldCom true and complete copies of the 40 largest (based upon annualized\nrevenue as estimated by CompuServe) contracts and agreements with customers of\nthe network services business of CompuServe and the CompuServe Entities (the\n\"Network Services Agreements\"). To the knowledge of CompuServe, each Network\nServices Agreement is valid, binding and enforceable in accordance with its\nterms (assuming the other parties thereto are bound, as to which none of\nCompuServe, Block Group or H&R Block has any reasonable basis to believe\notherwise) and in full force and effect, except where any such invalidity or\nfailure to be binding, enforceable or in full force and effect would not have a\nMaterial Adverse Effect. To the knowledge of CompuServe, and except as set forth\nin Schedule 3.8(d), no party to any such Network Services Agreement is in \n   ---------------                                                            \nviolation of the terms and provisions thereof, except for violations which would\nnot have a Material Adverse Effect.\n\n          (e) Schedule 3.8(e) contains a list of each contract between \n              ---------------                                                  \nCompuServe or any of the CompuServe Entities and a Governmental Entity which is\nto be performed by or through CompuServe or a CompuServe Entity and which\naccounted for at least 5% of the network services revenues of CompuServe during\nthe 12-month period ended April 30, 1997 (the \"Government Contracts\"), true and\ncomplete copies of which have been made available to WorldCom. To the knowledge\nof CompuServe, Block Group or H&R Block, all Government Contracts have been\nlegally awarded and are binding on the parties thereto and are not currently the\nsubject of protest proceedings, except as would not have a Material Adverse\nEffect.\n\n                                       14\n\n \n     (f) Except as set forth on Schedule 3.8(f), no notice, consent, \n                                ---------------                          \nwaiver or approval is contemplated by or required to or from any party to the\ncontracts, intellectual property licenses, leases, agreements and arrangements\nlisted on Schedules 3.8(a) through 3.8(e) in connection with the execution and \n          ----------------         ------                                  \ndelivery of this Agreement or the consummation of the transactions contemplated\nhereby.\n\n     3.9  Accounts Receivable.  Since the date of the CompuServe Balance\nSheet, neither CompuServe nor any CompuServe Entity has materially changed any\nprinciple or practice with respect to the recordation of accounts receivable or\nthe calculation of reserves therefor, or any material collection, discount or\nwrite-off policy or procedure except as required by GAAP or statutory accounting\nprinciples.\n\n     3.10  Taxes. Except as disclosed in the CompuServe SEC Documents or as\nset forth on Schedule 3.10:\n             ------------- \n\n     (a) All federal, state, local and foreign Tax Returns required to be filed\nby or on behalf of CompuServe or any CompuServe Entity have been timely filed or\nrequests for extension have been timely filed and any such extension has been\ngranted and has not expired, and all such filed Tax Returns are accurate and\ncomplete in all material respects, except for such failures to be complete and\naccurate as would not, individually or in the aggregate, have a Material Adverse\nEffect;\n\n     (b) All Taxes required to be paid (including all required estimated Tax\npayments and with respect to Taxes required to be withheld) by CompuServe and\nany CompuServe Entity have been paid in full or adequately reserved in\naccordance with GAAP on the consolidated financial statements of CompuServe,\nother than any failure to pay or reserve for as would not have a Material\nAdverse Effect;\n\n     (c) As of the date hereof, there is no outstanding Tax audit, inquiry or\nassessment (and no written notice of any such audit or inquiry has been\nreceived) with respect to CompuServe or any CompuServe Entity that would have a\nMaterial Adverse Effect;\n\n     (d) There are no waivers of the statute of limitations for the assessment\nor payment of any Tax by CompuServe or any CompuServe Entity that would be\nmaterial to CompuServe and the CompuServe Entities, taken as a whole, their\nOnline Services Business or their network services business;\n\n     (e) Neither CompuServe nor any CompuServe Entity has made any payment(s),\nis obligated to make any payment(s) or is a party to any agreement that could\nobligate it to make any payment(s) that, whether as a result of the Merger or\notherwise, would not be deductible under Code Section 280G or would constitute\ncompensation in excess of the limitation set forth in Code Section 162(m);\n\n                                       15\n\n \n     (f) Neither CompuServe nor any CompuServe Entity has executed or entered\ninto any closing agreement under Code Section 7121 (or any similar provision of\nstate, local or foreign law) or has agreed to make any adjustment to its income\nor deductions pursuant to Code Section 481(a) (or similar provision of state,\nlocal or foreign law), in either case that could affect its Tax liability after\nthe Closing Date to any material extent;\n\n     (g) Except as disclosed in Schedule 3.10(g), neither CompuServe nor any\n                                ----------------                            \nCompuServe Entity is a party to a tax sharing, tax indemnity or similar\nagreement (whether or not in writing);\n\n     (h) There are no Liens or Other Encumbrances with respect to Taxes upon any\nof the assets or properties of CompuServe or any of the CompuServe Entities,\nother than with respect to Taxes not yet due and payable;\n\n     (i) Neither CompuServe nor any CompuServe Entity has been a member of an\naffiliated group (within the meaning of the Code) filing a consolidated federal\nincome Tax Return other than a group the common parent of which is H&R Block;\nand\n\n     (j) CompuServe is and will be as of the Closing Date a member of H&R\nBlock's selling consolidated group as defined in Treasury Regulation Section\n1.338(h)(10)-1(c)(3) and upon making a Section 338(h)(10) election will be a\nSection 338(h)(10) target within Treasury Regulation Section 1.338(h)(10)-\n1(c)(1).\n\n     3.11  Employee Benefit Plans; Employment Matters.  (a)  Except as\nset forth on Schedule 3.11(a), neither CompuServe nor any CompuServe Entity has\n             ----------------                                                  \nestablished or maintains or is obligated to make contributions to or under or\notherwise participates in with respect to any current or former employee,\ndirector, officer or agent of CompuServe or any of the CompuServe Entities:  (i)\nany stock option, restricted stock, stock appreciation rights, bonus or other\ntype of incentive compensation plan, program, agreement or arrangement; (ii) any\nseverance, pension, profit-sharing, thrift or savings, retirement, deferred\ncompensation, employee stock ownership, employee stock purchase or supplemental\nexecutive retirement plan, agreement or arrangement, including, but not limited\nto, those described in Section 3(2) of the ERISA; (iii) any life insurance,\ndeath benefit, health and hospitalization, disability, cafeteria or Section 125,\nemployee assistance, education or tuition assistance, vacation benefit or fringe\nbenefit plan, or other employee benefit plan, program, agreement or arrangement,\nincluding, but not limited to, those described in Section 3(1) of ERISA; or (iv)\nany grantor trust to provide funding for non-tax-qualified employee benefits or\ncompensation.  Except as disclosed on Schedule 3.11(a), all such plans listed on\n                                      ----------------                          \nSchedule 3.11(a) in which United States-based employees participate\n----------------                                                   \n(collectively, the \"CompuServe Benefit Plans\") have been operated and\nadministered in all material respects in accordance with all applicable laws,\nrules and regulations, including, but not limited to ERISA and the Code (and any\nsimilar statute of a state or other jurisdiction, domestic or foreign, if\napplicable).  With respect to each CompuServe Benefit Plan, CompuServe and the\nCompuServe Entities have made available to WorldCom the following (to the extent\nthey exist with respect to such CompuServe Benefit Plan):  (i) the document(s)\ngoverning such plan, including, if applicable, the plan document, the trust\nagreement, any insurance contract, \n\n                                       16\n\n \nadministrative services agreement, investment manager agreement, and any\namendments thereto; (ii) the two most recent annual reports of such plan on the\nappropriate IRS Form 5500-series form; (iii) the financial statements of the\nplan for the two most recent plan years, and if applicable, actuarial valuation\nor other actuarial reports for the plan for the two most recent plan years; (iv)\nthe most recent summary plan description for the plan and any subsequent summary\nof material modifications; (v) the most recent ruling letter with respect to the\ntax-exempt status of any voluntary employee's beneficiary association under\nSection 501(c)(9) of the Code which is implementing such plan; and (vi) for each\nplan that is intended to be qualified under Section 401(a) of the Code, a copy\nof the most recent IRS determination or opinion letter. Except as disclosed on\nSchedule 3.11(a), and except as would not have a Material Adverse Effect, no act\n----------------\nor failure to act by CompuServe or any of the CompuServe Entities (i) has\nresulted in a \"prohibited transaction\" (as defined in ERISA) with respect to the\nCompuServe Benefit Plans that is not subject to a statutory or regulatory\nexception; or (ii) has resulted or could reasonably be expected to result in the\nimposition of any Tax, penalty or other liability in any material amount on\nCompuServe or any of the CompuServe Entities pursuant to any provision of the\nCode or ERISA or any other applicable law. No CompuServe Benefit Plan is subject\nto Title IV of ERISA; and no circumstance exists or will exist as a result of\nthe consummation of the transactions contemplated by this Agreement that could\nresult in the existence of any Liens or Other Encumbrances on the property of\nCompuServe or any of the CompuServe Entities under the provisions of Title IV of\nERISA (other than one or more Liens or Other Encumbrances that are disclosed in\nSchedule 3.11(a) and would not have a Material Adverse Effect). Neither\n----------------\nCompuServe nor any CompuServe Entity has previously made, is currently making,\nor is obligated in any way to make, any contributions to any multi-employer plan\nwithin the meaning of Section 3(37) of ERISA. CompuServe and each CompuServe\nEntity has made all contributions or payments required under the terms of or in\nconnection with all CompuServe Benefit Plans or has properly reserved for such\namounts on the CompuServe Balance Sheet. Except as disclosed on Schedule 3.11(a)\n                                                                ----------------\nno CompuServe Benefit Plan provides health and hospitalization or other medical\nor life insurance benefits to terminated or retired employees or independent\ncontractors (other than benefits mandated by applicable law). Except as set\nforth on Schedule 3.11(a), neither CompuServe nor any CompuServe Entity has any\n         ----------------\nobligation or commitment (formal or informal) to create any new benefit plan or\nprogram, or to amend any existing CompuServe Benefit Plan to increase the\nbenefits thereunder. CompuServe and each CompuServe Entity is in compliance with\nall requirements applicable to any retirement or other employee benefit plan\nmaintained for its non-United States employees other than any failures to comply\nthat would not individually or in the aggregate have a Material Adverse Effect,\nand there is no material unfunded liability with respect to any such plan which\nis not properly reflected in or reserved for in the CompuServe Balance Sheet.\n\n          (b) Except as set forth on Schedule 3.11(b) or Schedule 8.17, neither\n                                     ----------------    -------------         \nCompuServe nor any CompuServe Entity is a party to any oral or written (i)\nunion, guild or collective bargaining agreement which covers employees in the\nUnited States (nor is CompuServe or H&R Block aware of any union organizing\nactivity currently being conducted in respect to any of CompuServe's or any\nCompuServe Entity's employees), (ii) agreement with any director, officer,\nemployee or agent the material benefits of which are contingent, or the terms of\nwhich are materially altered, upon the occurrence of a transaction of the nature\ncontemplated by this\n\n                                       17\n\n \nAgreement or which provides for any payment or payments (including any\nseverance, unemployment compensation, golden parachute, bonus or otherwise) of\nmore than an aggregate of $50,000 to such officer or employee upon such\noccurrence, or (iii) agreement or plan, including any stock option plan, stock\nappreciation rights plan, restricted stock plan or stock purchase plan, any of\nthe benefits of which will be increased, or with respect to vesting, will be\naccelerated, by the occurrence of any of the transactions contemplated by this\nAgreement.\n\n          (c) Neither any of the companies with which CompuServe is a member of\na \"controlled group\" within the meaning of Section 1563(a) of the Code nor any\nadministrator or fiduciary of any employee benefit plan adopted by a member of\nsuch controlled group (or any agent of any of the foregoing) has engaged in any\ntransaction or acted or failed to act in a manner which is reasonably likely to\nsubject WorldCom to any material liability (to individuals, the IRS, the Pension\nBenefit Guaranty Corporation, or any other party) for breach of fiduciary\nduties, accumulated funding deficiencies, termination or other liability under\nERISA, the Code, or any other applicable laws.\n\n          3.12  Compliance with Laws; Permits.  (a)  Except as disclosed in\nthe CompuServe SEC Documents or on Schedule 3.12, neither CompuServe nor any\n                                   -------------                            \nCompuServe Entity has violated, failed to comply with or acted or failed to act\nin any material respect so as to incur liability under any federal, state, local\nor foreign law, regulation or ordinance, judgment, decree or order relating to\nits business, operations, properties or assets including the Occupational Safety\nand Health Act, the Americans with Disabilities Act,  export control laws, and\nany Environmental Laws, except where a violation, action or failure to act would\nnot have a Material Adverse Effect, and no notice of any pending investigation\nor violation of, non-compliance with or alleged liability under, any such law,\nregulation, ordinance, judgment, decree or order has been received by H&R Block,\nany H&R Block Entity, CompuServe or any CompuServe Entity which, if it were\ndetermined that a violation had occurred, would have a Material Adverse Effect.\n\n          (b) CompuServe and each CompuServe Entity possess all Governmental\nAuthorizations necessary to enable it to conduct its business as presently\nconducted, except for those Governmental Authorizations the failure to possess\nwhich would not have a Material Adverse Effect.  All such Governmental\nAuthorizations are valid and in full force and effect, except for those\nauthorizations the failure of which to be valid and in full force and effect\nwould not have a Material Adverse Effect.  CompuServe and each CompuServe Entity\nis, and at all times since May 1, 1995 has been, in compliance with the terms\nand requirements of each such Governmental Authorization, except where the\nfailure to be so in compliance would not have a Material Adverse Effect.  Since\nMay 1, 1995, neither CompuServe nor any CompuServe Entity has received any\nnotice or other communication from any Governmental Entity asserting (a) any\nviolation of or failure to comply with any term or requirement of any\nGovernmental Authorization, or (b) any revocation, withdrawal, suspension,\ncancellation, termination or modification of any Governmental Authorization,\nexcept where any such violation, failure to comply, revocation, withdrawal,\nsuspension, cancellation, termination or modification would not have a Material\nAdverse Effect.\n\n                                       18\n\n \n          3.13  Patents, Trademarks, Etc.    (a)  Except as disclosed on\n                                                                        \nSchedule 3.13 hereto, CompuServe and the CompuServe Entities own, free and clear\n-------------                                                                   \nof all Liens or Other Encumbrances, and have the exclusive right to use, sell,\nlicense or dispose of or otherwise has rights to use, such patents, copyrights,\ntrademarks, service marks, and applications and registrations therefor, and\ntrade names, trade secrets, customer lists, proprietary technology processes and\nformulae, source code, object code, know-how, inventions, other confidential and\nproprietary information, and other intellectual property rights as are necessary\nto permit CompuServe and the CompuServe Entities to carry on their business as\ncurrently conducted (the \"CompuServe Rights\"), except for failures to own free\nand clear, license to use or otherwise have sufficient rights to use as would\nnot have a Material Adverse Effect.  Schedule 3.13 sets forth all registered\n                                     -------------                          \npatents, copyrights, trademarks and service marks of CompuServe and the\nCompuServe Entities included in the CompuServe Rights, all of which are in full\nforce and effect and are not subject to any Taxes or maintenance fees, except as\nset forth on Schedule 3.13 or except where the failure to be in full force or\n             -------------                                                   \neffect or to be so subject would not have a Material Adverse Effect.  Except as\nset forth on Schedule 3.13, neither CompuServe nor any of the CompuServe\n             -------------                                              \nEntities has licensed or granted to anyone the right to use the name\n\"CompuServe\" or any other name associated with or used by CompuServe or the\nCompuServe Entities.  Except as set forth on Schedule 3.13, (i) neither\n                                             -------------             \nCompuServe nor any of the CompuServe Entities has licensed or granted to anyone\nrights of any nature to use any CompuServe Rights that would limit the exercise\nof such CompuServe Rights by CompuServe or any of the CompuServe Entities\nagainst such licensee or grantee if such licensee or grantee were to use the\nproperty protected by such CompuServe Rights in direct or potential competition\nwith CompuServe or the CompuServe Entities or that would limit CompuServe or any\nof the CompuServe Entities from using, selling, licensing or disposing of the\nCompuServe Rights in any market or geographic region, including in direct\ncompetition with any licensee of such CompuServe Rights in such geographic\nregion; and (ii) neither CompuServe nor any of the CompuServe Entities is\nobligated or pays royalties, fees or other payments to anyone for use of any\nindividual CompuServe Right in an amount exceeding $2,000,000 annually; and\n(iii) neither CompuServe nor any of the CompuServe Entities has received notice\nfrom any third party, to the knowledge of CompuServe, that any of the CompuServe\nRights or any services or products marketed or sold by CompuServe or any of the\nCompuServe Entities violates any intellectual property right of a third party,\nexcept for such violations as would not have a Material Adverse Effect; and (iv)\nto the knowledge of CompuServe, none of the CompuServe Rights or any services or\nproducts marketed or sold by CompuServe or any of the CompuServe Entities\nviolates any intellectual property rights of any third parties, except for such\nviolations as would not have a Material Adverse Effect.  To the knowledge of\nCompuServe, there exists no infringement by any third party of any of the\nCompuServe Rights that would have a Material Adverse Effect and there is no\npending or, to the knowledge of CompuServe threatened claim or litigation\nagainst CompuServe or any of the CompuServe Entities contesting its use of any\nof the CompuServe Rights, asserting the misuse of any of the CompuServe Rights,\nor asserting the infringement or other violation of any rights of a third party,\nnor, to the knowledge of CompuServe, is there any reasonable basis for any such\nclaim, where, in any such case, individually or in the aggregate, such\ninfringement, claim or litigation would have a Material Adverse Effect.\n\n                                       19\n\n \n          (b) All copyrightable works, inventions and know-how conceived by\nemployees or independent contractors of CompuServe or any CompuServe Entity\nwithin the scope of their employment or retention, as the case may be, and\nrelated to the business of CompuServe or any CompuServe Entity were and are\n\"works for hire\" or if they were or are not, then all right, title, and interest\ntherein were transferred and assigned to, or vested in, CompuServe or any\nCompuServe Entity, except where the failure to be \"works for hire\" or to have\nbeen so transferred assigned or vested would not have a Material Adverse Effect.\n\n          (c) Except as set forth on Schedule 3.13, the consummation of the\n                                     -------------                         \ntransactions contemplated by this Agreement will not alter, impair or extinguish\nany of the CompuServe Rights, the alteration, impairment or extinguishing of\nwhich would have a Material Adverse Effect.  Except as set forth on Schedule\n                                                                    --------\n3.13, upon the consummation of the transactions contemplated hereby, CompuServe\n----                                                                           \nor a CompuServe Entity will own, free and clear of all Liens or Other\nEncumbrances, and have the exclusive right to use, sell, license or dispose of\nor otherwise will have rights to use, the CompuServe Rights, except for such\nexceptions as would not have a Material Adverse Effect and except for such\nCompuServe Rights that will expire or terminate by their terms prior to the\nconsummation of the transactions contemplated by this Agreement.\n\n          3.14  Labor Matters.  Neither CompuServe nor any CompuServe Entity\nis the subject of any proceeding (a) asserting that CompuServe or a CompuServe\nEntity has committed an unfair labor practice or (b) seeking to compel\nCompuServe or any of the CompuServe Entities to bargain with a labor union or\nlabor organization, and there are no pending or, to the knowledge of CompuServe,\nthreatened, nor has there been for the past five (5) years any, labor strike,\ndispute, walkout, work stoppage, slow-down or lockout involving CompuServe or\nany of the CompuServe Entities, except in each case as did not or would not have\na Material Adverse Effect.\n\n          3.15  Insurance.  Each of CompuServe and the CompuServe Entities has\nobtained and maintains in full force and effect insurance with responsible and\nreputable insurance companies or associations in such amounts, on such terms and\ncovering such risks, including fire and other risks insured against by extended\ncoverage, as is reasonably deemed necessary by CompuServe, and each has\nmaintained in full force and effect public liability insurance, insurance\nagainst claims for personal injury or death or property damage occurring in\nconnection with the activities of CompuServe or the CompuServe Entities or any\nproperties owned, occupied or controlled by CompuServe, or the CompuServe\nEntities, except for failures to obtain or maintain as would not have a Material\nAdverse Effect.\n\n          3.16  Rights Agreement.  CompuServe has effected an amendment to the\nCompuServe Rights Agreement with the effect that (a) (i) neither WorldCom nor\nWAC will be deemed to be an \"Acquiring Person\" (as defined in the CompuServe\nRights Agreement), (ii) neither the \"Shares Acquisition Date\" nor the\n\"Distribution Date\" (each as defined in the CompuServe Rights Agreement) will be\ndeemed to occur, and (iii) the \"Rights\" (as defined in the CompuServe Rights\nAgreement) will not separate from the CompuServe Common Shares, in any such\nevent as a result of the execution, delivery or performance of this Agreement,\nthe Stockholders \n\n                                       20\n\n \nAgreement or any other agreement provided for herein or therein or the taking of\nany action provided for herein or therein; and (b) effective upon the Effective\nTime, the CompuServe Rights Agreement will terminate and the Rights shall be of\nno further force or effect.\n\n          3.17  Commissions and Fees.  Except for fees payable to Goldman,\nSachs & Co. pursuant to the terms of the letter agreement between CompuServe and\nGoldman, Sachs & Co., the amount of and payment schedule for which have been\ncommunicated to WorldCom, there are no claims for brokerage commissions,\ninvestment bankers' fees or finder's or similar fees in connection with the\ntransactions contemplated by this Agreement and the Stockholders Agreement which\nmay be now or hereafter asserted against WorldCom, WAC, CompuServe or any of the\nCompuServe Entities resulting from any action taken by CompuServe, any\nCompuServe Entity, H&R Block or any H&R Block Entity or their stockholders,\ndirectors, officers, employees or agents.\n\n          3.18  Vote Required.  The affirmative vote of the holders of a\nmajority of the CompuServe Common Shares (Block Group being the majority\nstockholder of CompuServe) is the only vote of the holders of any class or\nseries of CompuServe's capital stock necessary to approve and adopt this\nAgreement and consummate the transactions contemplated by this Agreement.\n\n          3.19  Opinion of Financial Advisor.  CompuServe has received the\nwritten opinion of its financial advisors, Goldman, Sachs & Co., to the effect\nthat, as of the date hereof, the Exchange Ratio is fair to the holders of\nCompuServe Common Shares, other than H&R Block.\n\n          3.20  Takeover Statutes.  The Board of Directors of CompuServe has\ntaken all necessary actions so that the restrictions contained in Section 203 of\nthe DGCL will not apply to the execution, delivery or performance of this\nAgreement or the Stockholders Agreement by CompuServe, H&R Block, WorldCom or\nWAC or the consummation of the Merger and the transactions contemplated hereby\nor thereby.\n\n\n                                  ARTICLE IV\n                                        \n               REPRESENTATIONS AND WARRANTIES REGARDING H&R BLOCK\n\n     H&R Block hereby makes the following representations and warranties to\nWorldCom and WAC:\n\n            4.1  Organization, Existence and Good Standing. H&R Block is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Missouri and has all necessary corporate power and authority to\nown, lease, operate and transfer its properties and to conduct its business as\ncurrently conducted. H&R Block has made available to WorldCom complete and\ncorrect copies of its Restated Articles of Incorporation and Bylaws as amended\nto the date of this Agreement.\n\n                                       21\n\n \n     4.2  H&R Block Ownership of Capital Stock.  H&R Block owns, beneficially\nand of record, the issued and outstanding shares of capital stock or other\nsecurities of or interests in Block Group, all of which shares or other\nsecurities or interests are duly authorized, validly issued and outstanding,\nfully paid and nonassessable, and free and clear of all Liens or Other\nEncumbrances.  As of the date of this Agreement, except as set forth on Schedule\n                                                                        --------\n4.2, there are no pre-emptive rights, options, warrants or similar rights\n---                                                                      \ngranted by H&R Block or any H&R Block Entity in respect of shares of capital\nstock or other securities of or interests in CompuServe or the CompuServe\nEntities or any agreements to which H&R Block or any H&R Block Entity is a party\nproviding for the issuance or sale by H&R Block or a H&R Block Entity of capital\nstock or other securities of or interests in CompuServe or any CompuServe\nEntity.\n\n          4.3  Power and Authority; Non-Contravention; Filings and Consents\"\"\"\".\n(a)  H&R Block has full corporate power and authority to execute, deliver and\nperform its obligations under this Agreement, the Stockholders Agreement, and\nthe Standstill Agreement and all agreements and other documents executed and\ndelivered, or to be executed and delivered, by it pursuant to this Agreement,\nthe Stockholders Agreement, and the Standstill Agreement and has taken all\naction required by law, its Articles of Incorporation, its Bylaws or otherwise,\nto duly and validly authorize the execution, delivery and performance of this\nAgreement, the Stockholders Agreement, and the Standstill Agreement and such\nrelated documents and the consummation of the transactions contemplated hereby\nand thereby.  The execution and delivery of, and the performance of its\nobligations under, this Agreement, the Stockholders Agreement, and the\nStandstill Agreement by H&R Block do not and the consummation of the\ntransactions contemplated by this Agreement, the Stockholders Agreement, and the\nStandstill Agreement will not (i) conflict with or violate any provisions of the\nRestated Articles of Incorporation or Bylaws of H&R Block; or (ii) constitute a\nbreach of or default under or result in the creation of any Liens or Other\nEncumbrances or Tax on or against, any assets, rights or property of H&R Block,\nCompuServe or any of the CompuServe Entities or give rise, with or without\nnotice or lapse of time, to any third-party right of termination, cancellation,\nmaterial modification or acceleration under any note, bond, mortgage, pledge,\nlien, lease, agreement, license, commitment or instrument, applicable to H&R\nBlock, CompuServe or any of the CompuServe Entities, or to which H&R Block,\nCompuServe or any of the CompuServe Entities is a party or by which H&R Block,\nCompuServe or any of the CompuServe Entities or any of their respective assets\nis or are bound, or conflict with or violate any restrictions of any kind to\nwhich they are subject, which breach, default, lien, encumbrance, Tax,\ntermination, cancellation, modification or acceleration would have a Material\nAdverse Effect on CompuServe or which would prevent or materially delay the\nconsummation of the transactions contemplated by this Agreement, the\nStockholders Agreement, and the Standstill Agreement or otherwise prevent H&R\nBlock from performing its obligations hereunder or thereunder in any material\nrespect; or (iii) subject to obtaining the consents, approvals, orders,\nauthorizations and registrations, and making the filings described in Section\n4.2(b) below, violate any law, order, writ, judgment, award, statute, rule,\nregulation or decree of any Governmental Entity or arbitrator, which, if\nviolated or accelerated, would have a Material Adverse Effect on CompuServe or\nwhich would prevent or materially delay the consummation of the transactions\ncontemplated by this Agreement, the Stockholders Agreement, and the Standstill\nAgreement or otherwise prevent H&R Block from performing its obligations\nhereunder or thereunder in any material respect.  The execution, delivery and\nperformance of this \n\n                                       22\n\n \nAgreement, the Stockholders Agreement, and the Standstill Agreement have been\napproved by the Board of Directors of H&R Block. This Agreement, the\nStockholders Agreement, and the Standstill Agreement have been duly executed and\ndelivered by H&R Block and, assuming this Agreement, the Stockholders Agreement,\nand the Standstill Agreement constitute valid and binding obligations of\nWorldCom, enforceable against WorldCom in accordance with their respective\nterms, constitute valid and binding obligations of H&R Block, enforceable\nagainst H&R Block in accordance with their respective terms.\n\n          (b) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with, any Governmental Entity is required to be obtained,\nmade or filed by H&R Block in connection with the execution and delivery of this\nAgreement, the Stockholders Agreement, and the Standstill Agreement by H&R Block\nor the performance by H&R Block of its obligations hereunder, except for (i) the\nfiling of a premerger notification and report form by H&R Block under the HSR\nAct, (ii) filings with and, where required, approval by one or more non-U.S.\ncompetition or antitrust regulatory bodies, (iii) the filing with the SEC of\nsuch reports under the Exchange Act, as may be required in connection with this\nAgreement, the Stockholders Agreement, and the Standstill Agreement and the\ntransactions contemplated by this Agreement hereby and thereby, and (iv) such\nconsents, approvals, orders, authorizations, registrations, declarations, or\nfilings the failure of which to be obtained, made or filed would not (A) impair\nin any material respect the ability of H&R Block to perform its obligations\nhereunder, (B) prevent or impede, in any material respect, the consummation of\nthe transactions contemplated by this Agreement, the Stockholders Agreement, and\nthe Standstill Agreement, or (C) have a Material Adverse Effect on CompuServe.\n\n     4.4  Taxes.  Except as disclosed in the H&R Block SEC Documents or as or\nset forth on Schedule 4.4:\n             ------------ \n\n     (a) All federal, state, local and foreign Tax Returns required to be filed\nby or on behalf of H&R Block or any H&R Block Entity have been timely filed or\nrequests for extensions have been timely filed and any such extension has been\ngranted and has not expired, and all such filed tax returns are accurate and\ncomplete in all material respects, except for such failures to file and\/or to be\ncomplete and accurate as would not, individually or in the aggregate, have a\nMaterial Adverse Effect on CompuServe or any CompuServe Entity;\n\n     (b) All Taxes required to be paid (including with respect to Taxes required\nto be withheld) by H&R Block and any H&R Block Entity as of the date of the H&R\nBlock SEC documents have been paid in full or adequately reserved against in\naccordance with GAAP on the consolidated financial statements of H&R Block other\nthan any failure to pay or reserve for as would not have a Material Adverse\nEffect on CompuServe or any CompuServe Entity; and\n\n     (c) As of the date hereof, there is no outstanding Tax audit, inquiry or\nassessment (and no written notice of any such audit or inquiry has been\nreceived), with respect to H&R Block or any H&R Block Entity that, individually\nor in the aggregate, would have a Material Adverse Effect on CompuServe or any\nCompuServe Entity.\n\n                                       23\n\n \n          4.5  Assets and Employees Used in CompuServe's Business.  '  (a)\nExcept as set forth on Schedule 4.5(a), neither H&R Block nor any H&R Block\n                       ---------------                                     \nEntity owns, leases, holds, possesses or controls any interests, assets or\nrights which are principally used in or principally related to the business of\nCompuServe or any of the CompuServe Entities, whether tangible or intangible,\nand whether fixed, contingent or otherwise, including contracts, contractual\nrights, licenses and intellectual property rights (which, if owned by CompuServe\nor a CompuServe Entity, would constitute a CompuServe Right) principally used in\nor principally related to the business of CompuServe and the CompuServe\nEntities; provided, however, that such interests, assets or rights shall not\ninclude (x) assets held under any H&R Block employee benefit plans, such as life\ninsurance policies and deferred compensation plans for the benefit of CompuServe\nEmployees, or (y) any other H&R Block insurance policy (except, in the case of\nclauses (x) and (y), any pre-paid benefits or coverage under insurance policies\nwhich inure to CompuServe or any of the CompuServe Entities and coverage with\nrespect to such policies for accrued or past claims or losses).  Except as set\nforth in Schedule 4.5(a), no employees of H&R Block or any H&R Block Entity are\n         ---------------                                                       \nused in the business of or provide services to CompuServe or any CompuServe\nEntity.  All of the interests, assets or rights set forth on Schedule 4.5(a)\n                                                             ---------------\nwill be transferred and contributed for no additional consideration to\nCompuServe or a CompuServe Entity at or prior to the Closing, as directed by\nWorldCom, pursuant to Section 2.1 hereof.\n\n          (b) Schedule 4.5(b) sets forth all interests, assets and rights,\n              ---------------                                             \nwhether tangible or intangible, and whether fixed, contingent or otherwise,\nwhich H&R Block or any H&R Block Entity owns, leases, holds, possesses, or\ncontrols which are used in or related to the business of CompuServe and the\nCompuServe Entities, except for any such interests, assets or rights  set forth\non Schedule 4.5(a).  None of the interests, assets or rights  set forth on\n   ---------------                                                        \nSchedule 4.5(b) is Material to CompuServe.\n---------------                           \n\n          4.6  Legal Proceedings\"\"\"\".  Except as set forth on Schedule 4.6,\n                                                              ------------ \nthere is no action, suit, claim, demand, proceeding or investigation pending or\nto the knowledge of H&R Block, threatened against H&R Block or any H&R Block\nEntity or affecting the transactions contemplated by this Agreement which, if\nresolved adversely to H&R Block or such H&R Block Entity, could prevent or\nmaterially delay the consummation of the transactions contemplated by this\nAgreement and the Stockholders Agreement.\n\n     4.7  Rights Agreement.  \"\"\"\" Under the terms of the H&R Block Rights\nAgreement, (i) neither WorldCom nor WAC will be deemed to be an \"Acquiring\nPerson\" (as defined in the H&R Block Rights Agreement), (ii) neither the \"Stock\nAcquisition Date\" nor the \"Distribution Date\" (each as defined in the H&R Block\nRights Agreement) will be deemed to occur, and (iii) the \"Rights\" (as defined in\nthe H&R Block Rights Agreement) will not separate from the H&R Block Common\nShares, in any such event as a result of the execution, delivery or performance\nof this Agreement, the Stockholders Agreement, the Standstill Agreement or any\nother agreement provided for herein or therein or the taking of any action\nprovided for herein or therein.\n\n          4.8  Commissions and Fees.  Except for fees payable to Goldman,\nSachs & Co. pursuant to the terms of the letter agreement between CompuServe and\nGoldman, Sachs & Co., the amount of and payment schedule for which have been\ncommunicated to WorldCom, there are \n\n                                       24\n\n \nno claims for brokerage commissions, investment bankers' fees or finder's or\nsimilar fees in connection with the transactions contemplated by this Agreement\nand the Stockholders Agreement which may be now or hereafter asserted against\nWorldCom, WAC, CompuServe or any of the CompuServe Entities resulting from any\naction taken by H&R Block or any H&R Block Entity or their stockholders,\ndirectors, officers, employees or agents.\n\n          4.9  Opinion of Financial Advisor.  H&R Block has received the\nwritten opinion of its financial advisors, Salomon Brothers Inc, to the effect\nthat, as of the date hereof, the Merger Consideration is fair to H&R Block.  H&R\nBlock will be solely responsible for the payment of the fees of Salomon Brothers\nInc. in connection with such opinion, this Agreement, the Stockholders Agreement\nand the transactions contemplated hereby.\n\n\n\n                                   ARTICLE V\n\n              REPRESENTATIONS AND WARRANTIES REGARDING BLOCK GROUP\n                                        \n     Block Group hereby makes the following representations and warranties to\nWorldCom and WAC:\n\n     5.1  Organization, Existence and Good Standing. Block Group is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Delaware and has all necessary corporate power and authority to\nown, lease, operate and transfer its properties and to conduct its business as\ncurrently conducted. Block Group has made available to WorldCom complete and\ncorrect copies of its Certificate of Incorporation and Bylaws as amended to the\ndate of this Agreement.\n\n     5.2  Block Group Ownership of CompuServe Entities' Capital Stock.  Block\nGroup owns, beneficially and of record, the issued and outstanding shares of\ncapital stock or other securities of or interests in CompuServe and the\nCompuServe Entities as set forth on Schedule 5.2, all of which shares or other\n                                    ------------                              \nsecurities or interests are duly authorized, validly issued and outstanding,\nfully paid and nonassessable, and free and clear of all Liens or Other\nEncumbrances.\n\n          5.3  Power and Authority; Non-Contravention; Filings and Consents\"\"\"\".\n(a)  Block Group has full corporate power and authority to execute, deliver and\nperform its obligations under this Agreement, the Stockholders Agreement, and\nthe Standstill Agreement and all agreements and other documents executed and\ndelivered, or to be executed and delivered, by it pursuant to this Agreement,\nthe Stockholders Agreement, and the Standstill Agreement and has taken all\naction required by law, its Certificate of Incorporation, its Bylaws or\notherwise, to duly and validly authorize the execution, delivery and performance\nof this Agreement, the Stockholders Agreement, and the Standstill Agreement and\nsuch related documents and the consummation of the transactions contemplated\nhereby and thereby.  The execution and delivery of, and the performance of its\nobligations under, this Agreement, the Stockholders Agreement, and the\nStandstill Agreement by Block Group do not and the consummation of the\ntransactions \n\n                                       25\n\n \ncontemplated by this Agreement, the Stockholders Agreement, and the\nStandstill Agreement will not (i) conflict with or violate any provisions of the\nCertificate of Incorporation or Bylaws of Block Group; (ii) constitute a breach\nof or default under or result in the creation of any Liens or Other Encumbrances\nor Tax on or against, any assets, rights or property of CompuServe or any of the\nCompuServe Entities or give rise, with or without notice or lapse of time, to\nany third-party right of termination, cancellation, material modification or\nacceleration under any note, bond, mortgage, pledge, lien, lease, agreement,\nlicense, commitment or instrument, applicable to CompuServe or any of the\nCompuServe Entities, or to which CompuServe or any of the CompuServe Entities is\na party or by which CompuServe or any of the CompuServe Entities or any of their\nrespective assets is or are bound, or conflict with or violate any restrictions\nof any kind to which they are subject, which breach, default, lien, encumbrance,\nTax, termination, cancellation, modification or acceleration would have a\nMaterial Adverse Effect on CompuServe or which would prevent or materially delay\nthe consummation of the transactions contemplated by this Agreement, the\nStockholders Agreement, and the Standstill Agreement or otherwise prevent Block\nGroup from performing its obligations hereunder or thereunder in any material\nrespect; or (iii) subject to obtaining the consents, approvals, orders,\nauthorizations and registrations, and making the filings described in Section\n5.2(b) below, violate any law, order, writ, judgment, award, statute, rule,\nregulation or decree of any Governmental Entity or arbitrator, which, if\nviolated or accelerated, would have a Material Adverse Effect on CompuServe or\nwhich would prevent or materially delay the consummation of the transactions\ncontemplated by this Agreement, the Stockholders Agreement, and the Standstill\nAgreement or otherwise prevent Block Group from performing its obligations\nhereunder or thereunder in any material respect.  The execution, delivery and\nperformance of this Agreement, the Stockholders Agreement, and the Standstill\nAgreement have been approved by the Board of Directors and the sole stockholder\nof Block Group.  This Agreement, the Stockholders Agreement, and the Standstill\nAgreement have been duly executed and delivered by Block Group and, assuming\nthis Agreement, the Stockholders Agreement, and the Standstill Agreement\nconstitute valid and binding obligations of WorldCom and WAC, enforceable\nagainst WorldCom and WAC in accordance with their respective terms, constitute\nvalid and binding obligations of Block Group, enforceable against Block Group in\naccordance with their respective terms.\n\n          (b) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with, any Governmental Entity is required to be obtained,\nmade or filed by Block Group in connection with the execution and delivery of\nthis Agreement, the Stockholders Agreement, and the Standstill Agreement by\nBlock Group or the performance by Block Group of its obligations hereunder,\nexcept for (i) the filing with the SEC of such reports under the Exchange Act,\nas may be required in connection with this Agreement, the Stockholders\nAgreement, and the Standstill Agreement and the transactions contemplated by\nthis Agreement, and (ii) such consents, approvals, orders, authorizations,\nregistrations, declarations, or filings the failure of which to be obtained,\nmade or filed would not (A) impair in any material respect the ability of Block\nGroup to perform its obligations hereunder, (B) prevent or impede, in any\nmaterial respect, the consummation of the transactions contemplated by this\nAgreement and the Stockholders Agreement, or (C) have a Material Adverse Effect\non CompuServe.\n\n                                       26\n\n \n          5.4  Legal Proceedings.  Except as set forth on Schedule 5.4,\n                                                          ------------ \nthere is no action, suit, claim, demand, proceeding or investigation pending or\nto the knowledge of Block Group, threatened against Block Group or affecting the\ntransactions contemplated by this Agreement which, if resolved adversely to\nBlock Group, could prevent or materially delay the consummation of the\ntransactions contemplated by this Agreement and the Stockholders Agreement.\n\n \n                                  ARTICLE VI\n                                        \n               REPRESENTATIONS AND WARRANTIES REGARDING WORLDCOM\n\n     WorldCom hereby makes the following representations and warranties to H&R\nBlock, Block Group and CompuServe:\n\n     6.1  Organization, Existence and Good Standing.  WorldCom is a\ncorporation duly organized, and validly existing and in good standing under the\nlaws of the State of Georgia and has all necessary corporate power and authority\nto own, lease and operate its properties and to conduct its business as\ncurrently conducted.  Each WorldCom Entity is duly organized, validly existing\nand, to the extent such concept is applicable under the laws of such\njurisdictions, in good standing in its respective jurisdiction of organization,\nand has all necessary corporate power to own, lease and operate its properties\nand to carry on its business as currently conducted, except where the failure to\nbe so organized, existing and in good standing or to have such power and\nauthority would not have a Material Adverse Effect.  WorldCom and each WorldCom\nEntity is duly qualified to do business and, to the extent such concept is\napplicable in such jurisdictions, is in good standing in each jurisdiction in\nwhich the properties owned, leased or operated by it or the nature of the\nbusiness conducted by it makes qualification necessary, except where the failure\nto be so duly qualified and in good standing would not have a Material Adverse\nEffect.  WorldCom has made available to H&R Block and CompuServe complete and\ncorrect copies of its Second Amended and Restated Articles of Incorporation, as\namended, and Bylaws, as amended.\n\n          6.2  WorldCom Capital Stock.  The authorized capital stock of\nWorldCom consists of (i) 2,500,000,000 WorldCom Common Shares, of which, as of\nSeptember 3, 1997, 905,153,690 shares were issued and outstanding, and no shares\nwere issued and held as treasury shares, and (ii) 50,000,000 shares of Preferred\nStock, par value $.01 per share (\"WorldCom Preferred Stock\"), of which 94,992\nshares are designated Series A 8% Cumulative Convertible Preferred Stock (94,992\nof which shares were issued and outstanding as of September 3, 1997), 15,000,000\nshares are designated Series B Convertible Preferred Stock (12,461,640 of which\nshares were issued and outstanding as of September 3, 1997), and 2,500,000\nshares are designated Series 3 Junior Participating Preferred Stock in\nconnection with the WorldCom Rights Agreement (none of which shares are issued\nand outstanding as of September  3, 1997).  All of the issued and outstanding\nWorldCom Common Shares and shares of WorldCom Preferred Stock are duly\nauthorized, validly issued, fully paid and non-assessable.  As of September 3,\n1997, WorldCom Stock Options to purchase an aggregate of 81,876,997 WorldCom\nCommon Shares were \n\n                                       27\n\n \noutstanding under WorldCom's stock plans (the \"WorldCom Stock Plans\").  \nExcept as provided herein and except for WorldCom Common Shares issued\nor WorldCom Stock Options granted or awarded after September  3, 1997, pursuant\nto the terms of the WorldCom Stock Plans, as of the date of this Agreement there\nare no preemptive rights, options, warrants, or similar rights granted by\nWorldCom in respect of shares of WorldCom capital stock or any other agreements\nto which WorldCom is a party providing for the issuance or sale by it of any\nadditional securities, nor are there outstanding any WorldCom debt securities or\nother instruments issued by WorldCom or to which WorldCom is a party entitling\nthe holders thereof to vote or to direct or otherwise restrict the vote of the\nholders of WorldCom Common Shares or which are convertible into or exchangeable\nfor any voting securities of WorldCom.  As of the date hereof, except as set\nforth on Schedule 6.2, neither WorldCom, nor any WorldCom Entity, nor to the\n         ------------                                                       \nknowledge of WorldCom, any shareholder of WorldCom is a party to any voting\ntrust, voting agreement, proxy or similar agreements relating to the WorldCom\nCommon Shares.  As of the date of this Agreement, except for WorldCom Common\nShares reserved for issuance upon the exercise of warrants and stock options\ngranted or which may be granted under the WorldCom Stock Plans, an aggregate of\n2,500,000 shares of Series 3 Junior Participating Preferred Stock reserved for\nissuance in connection with the WorldCom Rights Agreement (and WorldCom Common\nShares to which a rights holder may become entitled in certain circumstances to\npurchase under the WorldCom Rights Agreement), and an aggregate of 33,916,930\nWorldCom Common Shares reserved for issuance pursuant to conversion of the\nSeries A 8% Cumulative Convertible Preferred Stock and the Series B Convertible\nPreferred Stock, there are no shares of authorized capital stock of WorldCom\nreserved for issuance.  As of the date hereof, there is no liability for or\nobligations with respect to any dividends declared or accumulated but unpaid\nwith respect to any shares of WorldCom capital stock.\n\n          6.3  Power and Authority; Non-Contravention; Filings and Consents.\n(a)  WorldCom has full corporate power and authority to execute, deliver and\nperform its obligations under this Agreement, the Stockholders Agreement, and\nall agreements and other documents executed and delivered, or to be executed and\ndelivered, by it pursuant to this Agreement and the Stockholders Agreement, and\nhas taken all action required by law, its Second Amended and Restated Articles\nof Incorporation, its Bylaws or otherwise, to duly and validly authorize the\nexecution and delivery of, and the performance of its obligations under, this\nAgreement, the Stockholders Agreement, and the Standstill Agreement, and such\nrelated documents and the consummation of the transactions contemplated hereby\nand thereby.  The execution and delivery of and the performance of its\nobligations under this Agreement, the Stockholders Agreement, and the Standstill\nAgreement do not and the consummation of the transactions contemplated by this\nAgreement, the Stockholders Agreement, and the Standstill Agreement will not (i)\nconflict with or violate any provisions of the Second Amended and Restated\nArticles of Incorporation or Bylaws of WorldCom, (ii) constitute a breach of or\ndefault under or result in the creation of any Lien or Other Encumbrances or Tax\non or against, any assets, rights or property of WorldCom or give rise, with or\nwithout notice or lapse of time, to any third-party right of termination,\ncancellation, material modification or acceleration under any note, bond,\nmortgage, pledge, lien, lease, agreement, license, commitment or instrument,\napplicable to WorldCom or any WorldCom Entity, or to which WorldCom or any\nWorldCom Entity is a party or by which WorldCom or any WorldCom Entity is bound,\nor conflict with or violate any restrictions of any kind to which they \n\n                                       28\n\n \nare subject, which breach, default, lien, encumbrance, Tax, termination,\ncancellation, modification or acceleration would have a Material Adverse Effect,\nor which would prevent or materially delay the consummation of the transactions\ncontemplated by this Agreement, the Stockholders Agreement, and the Standstill\nAgreement or otherwise prevent WorldCom from performing its obligations\nhereunder in any material respect, or (iii) subject to obtaining the consents,\napprovals, orders, authorizations and registrations, and making the filings\ndescribed in Section 6.3(b) below, violate any law, order, writ, judgment,\naward, statute, rule, regulation or decree of any Governmental Entity or\narbitrator, which, if violated or accelerated, would have a Material Adverse\nEffect or which would prevent or materially delay the consummation of the\ntransactions contemplated by this Agreement or otherwise prevent WorldCom from\nperforming its obligations hereunder in any material respect.  The execution and\ndelivery of this Agreement, the Stockholders Agreement, and the Standstill\nAgreement have been approved by the Board of Directors of WorldCom.  This\nAgreement, the Stockholders Agreement, and the Standstill Agreement have been\nduly executed and delivered by WorldCom and, assuming this Agreement, the\nStockholders Agreement, and the Standstill Agreement constitute valid and\nbinding obligations of H&R Block, Block Group and CompuServe, enforceable\nagainst them in accordance with their respective terms, constitute valid and\nbinding obligations of WorldCom, enforceable against WorldCom in accordance with\nits terms.\n\n          (b) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with any Governmental Entity is required to be obtained,\nmade or filed by WorldCom or any WorldCom Entity in connection with the\nexecution and delivery of this Agreement by WorldCom or the consummation by\nWorldCom of the transactions contemplated hereby, except for (i) the filing of a\npre-merger notification and report form by WorldCom under the HSR Act, (ii)\nfilings with and, where required, approval by one or more non-U.S. competition\nor antitrust regulatory bodies, (iii) filings with the SEC of (x) the\nRegistration Statement and related prospectus and (y) such reports under the\nExchange Act as may be required in connection with this Agreement and the\ntransactions contemplated by this Agreement, (iv) the filing of such notices and\nother reports as may be required by any applicable securities or \"blue sky\" laws\nof states or other jurisdictions, and (v) such consents, approvals, orders,\nauthorizations, registrations, declarations, or filings the failure of which to\nbe obtained, made or filed would not (A) impair in any material respect the\nability of WorldCom to perform its obligations hereunder, (B) prevent or impede,\nin any material respect, the consummation of the transactions contemplated by\nthis Agreement, or (C) have a Material Adverse Effect on WorldCom.\n\n          6.4  WorldCom SEC Documents; Financial Information.  WorldCom has\nfiled with the SEC all reports, proxy statements, forms, and other documents\nrequired to be filed therewith prior to the date of this Agreement (the\n\"WorldCom SEC Documents\") and, as of the Closing Date, WorldCom shall have filed\nwith the SEC all WorldCom SEC Documents required to be filed prior thereto.  As\nof their respective dates, (i) the WorldCom SEC Documents complied, and all\nsimilar documents filed with the SEC after the date of this Agreement but prior\nto the Closing Date will comply, in all material respects, with the requirements\nof the Securities Act or the Exchange Act, as the case may be, and the rules and\nregulations of the SEC promulgated thereunder applicable to such WorldCom SEC\nDocuments and (ii) none of the WorldCom SEC Documents contained, nor will any\nsimilar document filed after the date of this Agreement but \n\n                                       29\n\n \nprior to the Closing Date contain, any untrue statement of a material fact and\nnone of the WorldCom SEC Documents omitted, nor will any similar document filed\nafter the date of this Agreement but prior to the Closing Date omit, to state a\nmaterial fact required to be stated therein or necessary in order to make the\nstatements therein, in light of the circumstances under which they were made,\nnot misleading. The financial statements (including any related notes and\nschedules) of WorldCom included in the WorldCom SEC Documents (including any\nsimilar documents filed with the SEC after the date of this Agreement but prior\nto the Closing Date) comply as to form in all material respects with applicable\naccounting requirements and the published rules and regulations of the SEC with\nrespect thereto and have been or will be prepared in accordance with GAAP\n(except, in the case of unaudited statements, as permitted by Form 10-Q under\nthe Exchange Act) applied on a consistent basis during the periods involved\n(except as may be indicated in the notes thereto) and fairly present in all\nmaterial respects the consolidated financial position of WorldCom and its\nconsolidated subsidiaries (including all applicable WorldCom Entities) as of the\ndates thereof and the consolidated results of their operations and cash flows\nfor the periods then-ended (subject, in the case of unaudited statements, to\nnormal year-end audit adjustments). Nothing in this Section 6.4 shall constitute\na representation or warranty by WorldCom to the extent that any untrue\nstatement, omission or failure to comply results from information supplied by\nH&R Block, Block Group or CompuServe to WorldCom for inclusion in any documents\nfiled by WorldCom with the SEC. Except as disclosed in the WorldCom SEC\nDocuments, and except for liabilities and obligations incurred in the ordinary\ncourse of business consistent with past practice since the date of the most\nrecent consolidated balance sheet included in the WorldCom SEC Documents (the\n\"WorldCom Balance Sheet\"), neither WorldCom nor any WorldCom Entity has any\nliabilities or obligations of any nature (whether accrued, absolute, contingent\nor otherwise) which would be required by GAAP to be set forth on a consolidated\nbalance sheet of WorldCom and its consolidated subsidiaries or in the notes\nthereto that are not so included or disclosed and which would reasonably be\nexpected to have a Material Adverse Effect.\n\n          6.5  Subsequent Material Adverse Change.  Except as disclosed in the\nWorldCom SEC Documents or as otherwise permitted hereunder, through the date\nhereof (i) WorldCom has not, since the date of the WorldCom Balance Sheet,\nsuffered any Material Adverse Change, and (ii) no event has occurred which would\nprevent or materially impair WorldCom's ability to perform its obligations\nhereunder.\n\n          6.6  Legal Proceedings.  Except as set forth in the WorldCom\ndisclosure letter of even date herewith or disclosed in the WorldCom SEC\nDocuments, there is no action, suit, claim, demand, proceeding or investigation\npending or, to the knowledge of WorldCom, threatened against WorldCom or any of\nthe WorldCom Entities or affecting the consummation by WorldCom of the\ntransactions contemplated hereby which, if resolved adversely to WorldCom or any\nof the WorldCom Entities, would have a Material Adverse Effect or which could\nprevent or materially delay the consummation of the transactions contemplated by\nthis Agreement and the Stockholders Agreement.  There are no Material judgments,\ndecrees, injunctions or orders of any Governmental Entity or arbitrator against\nWorldCom or any WorldCom Entity.\n\n                                       30\n\n \n          6.7  Taxes.  Except as disclosed in the WorldCom SEC Documents or as\nset forth on Schedule 6.7:  (i)  WorldCom has filed all Material Tax Returns\n             ------------                                                   \nrequired to be filed by it or requests for extensions to file such returns or\nreports have been timely filed and granted and have not expired, except to the\nextent that such failures to file, taken together, would not have a Material\nAdverse Effect; (ii) all Taxes required to be paid by WorldCom have been paid or\nadequately reserved in accordance with GAAP in the financial statements of\nWorldCom other than the failure to pay or reserve as would not have a Material\nAdverse Effect; (iii) WorldCom has not been notified that any Tax Returns of\nWorldCom are currently under audit by the IRS or, except for Tax Returns that\nare not Material to WorldCom or do not involve any Material amounts of Taxes\nshown to be due on any Returns, any state, local or foreign Tax agency; and (iv)\nthere are no waivers of the statute of limitations for the assessment or payment\nof any federal, state, local or foreign Taxes by WorldCom that would be Material\nto WorldCom.\n\n          6.8  Compliance with Laws in General.  Except as disclosed in the\nWorldCom SEC Documents, neither WorldCom nor any WorldCom Entity has violated,\nfailed to comply with or acted or failed to act in any material respect so as to\nincur liability under any federal, state, local or foreign law, regulation or\nordinance, judgment, decree or order relating to its business, operations,\nproperties or assets including the Occupational Safety and Health Act, the\nAmericans with Disabilities Act and any Environmental Laws, except where such a\nviolation, action or failure to act would not have a Material Adverse Effect,\nand no notice of any pending investigation or inquiry of a potential violation\nof, non-compliance with or alleged liability under any such law, regulation or\nordinance, judgment, decree or order has been received by WorldCom, which, if it\nwere determined that a violation had occurred, would have a Material Adverse\nEffect.\n\n          6.9  Vote Required.  No vote is required of the holders of any class\nor series of WorldCom capital stock to approve this Agreement and consummate the\ntransactions contemplated hereby.\n\n          6.10  Commissions and Fees.  There are no valid claims for brokerage\ncommissions, investment bankers' fees or finder's or similar fees in connection\nwith any of the other transactions contemplated by this Agreement and the\nStockholders Agreement which may be now or hereafter be asserted against H&R\nBlock or CompuServe resulting from any action taken by WorldCom or any of\nWorldCom's directors, officers, employees or agents.\n\n\n                                  ARTICLE VII\n                                        \n                  REPRESENTATIONS AND WARRANTIES REGARDING WAC\n                                        \n          WorldCom and WAC, jointly and severally, hereby make the following\nrepresentations and warranties to H&R Block, Block Group and CompuServe:\n\n          7.1  Organization, Existence, Good Standing and Ownership\nInterest.  WAC is a limited liability company duly organized, validly\nexisting and in good standing under the laws of \n\n                                       31\n\n \nthe State of Delaware and has all necessary limited liability company power to\nown its properties and assets and to carry on its business as contemplated to be\nconducted. WorldCom is the sole member of WAC. There are no options, warrants or\ndebt securities or other instruments or securities outstanding which are\nconvertible into, or which grant the holder thereof the right to acquire any\nsecurities of or interests in WAC.\n\n          7.2  Power and Authority; Non-Contravention.  WAC has full limited\nliability company power and authority to execute, deliver and perform its\nobligations under this Agreement and all other agreements and other documents\nexecuted and delivered, or to be executed and delivered, by it pursuant to this\nAgreement and has taken or will have taken all actions required by law, its\nCertificate of Formation, its Limited Liability Company Agreement or otherwise,\nto duly and validly authorize the execution and delivery of, and the performance\nof its obligations under, this Agreement and such related documents and the\nconsummation of the transactions contemplated hereby and thereby.  The\nexecution, delivery and performance of this Agreement do not and the\nconsummation of the transactions contemplated by this Agreement  will not (i)\nconflict with or violate any provisions of the Certificate of Formation or\nLimited Liability Company Agreement of WAC, or (ii) constitute a breach of or\ndefault under or result in the creation of any Lien or Other Encumbrance or Tax\non or against, any assets, rights or property of WAC or give rise, with or\nwithout notice or lapse of time, to any third-party right of termination,\ncancellation, material modification or acceleration under any note, bond,\nmortgage, pledge, lien, lease, agreement, license, commitment or instrument,\napplicable to WAC or to which WAC is a party or by which WAC is bound, or\nconflict with or violate any restrictions of any kind to which they are subject,\nwhich breach, default, lien, encumbrance, Tax, termination, cancellation,\nmodification or acceleration would prevent or materially delay the consummation\nof the transactions contemplated by this Agreement or otherwise prevent WAC from\nperforming its obligations hereunder in any material respect, or (iii) subject\nto obtaining the consents, approvals, orders, authorizations and registrations,\nand making the filings described in Section 7.3 below, violate any law, order,\nwrit, judgment, award, statute, rule, regulation or decree of any Governmental\nEntity or arbitrator, which, if violated or accelerated, would prevent or\nmaterially delay the consummation of the transactions contemplated by this\nAgreement or otherwise prevent WAC from performing its obligations hereunder or\nthereunder in any material respect.  The execution, delivery and performance of\nthis Agreement have been approved by WorldCom as the sole member of WAC.  This\nAgreement has been duly executed and delivered by WAC and, assuming this\nAgreement constitutes a valid and binding obligation of CompuServe, Block Group\nand H&R Block, enforceable against them in accordance with their respective\nterms, constitutes a valid and binding obligation of WAC, enforceable against\nWAC in accordance with its terms.\n\n          7.3  Consents and Approvals.  No consent, approval, order or\nauthorization of, or registration, declaration or filing with, any Governmental\nEntity is required to be obtained, made or filed by WAC in connection with the\nexecution and delivery of this Agreement by WAC or the consummation by WAC of\nthe transactions contemplated by this Agreement, except for such consents,\napprovals, orders, authorizations, registrations, declarations, or filings the\nfailure of which to be obtained, made or filed would not (a) impair in any\nmaterial respect the ability of \n\n                                       32\n\n \nWAC to perform its obligations hereunder or (b) prevent or impede, in any\nmaterial respect, the consummation of the transactions contemplated by this\nAgreement.\n\n          7.4  Legal Proceedings.  There are no actions, suits, claims,\ndemands or proceedings pending or, to the knowledge of WAC, threatened against\nWAC.\n\n          7.5  No Contracts or Liabilities.  WAC has not engaged in any\nbusiness activities of any type or kind whatsoever, other than preparation for\nthe transactions contemplated by this Agreement, and, other than its obligations\nunder this Agreement, is not obligated under any contracts, claims, leases,\nliabilities (contingent or otherwise), loans or otherwise.\n\n          7.6  Commissions and Fees.  There are no valid claims for\nbrokerage commissions, investment bankers' fees or finder's or similar fees in\nconnection with any of the other transactions contemplated by this Agreement\nwhich may be now or hereafter asserted against H&R Block or CompuServe resulting\nfrom any action taken by WAC, WorldCom as its sole member or any of WorldCom's\nor WAC's directors, officers, employees or agents.\n\n\n\n                                  ARTICLE VIII\n                                        \n                                   COVENANTS\n\n          8.1  Interim Conduct of CompuServe and the CompuServe Entities.\nEach of H&R Block and Block Group covenants to use all reasonable efforts to\nensure, and H&R Block, Block Group and CompuServe jointly and severally,\ncovenant and agree with WorldCom and WAC, that, except (1) as contemplated by\nthis Agreement or (2) with the prior written consent of WorldCom, which consent\nwill not be unreasonably withheld, after the date hereof and until the earlier\nof the termination of this Agreement pursuant to Article XI and the Closing\nDate:\n\n          (a) Subject to the other provisions of this Section 8.1, the business\nof each of CompuServe and the CompuServe Entities, including investment\npractices and policies, will be conducted only in the ordinary course of\nbusiness consistent with past practice, and CompuServe and the CompuServe\nEntities will use all reasonable efforts to preserve their business\norganizations and maintain their existing relations with all of their customers,\nsuppliers, employees, creditors and business partners;\n\n          (b) Neither CompuServe nor any CompuServe Entity will, directly or\nindirectly, split, combine or reclassify the outstanding shares of capital stock\nof CompuServe or any outstanding capital stock, interest in or security of any\nCompuServe Entity;\n\n          (c) Neither CompuServe nor any CompuServe Entity will:  (i) amend its\nArticles of Incorporation or Certificate of Incorporation, as the case may be,\nor Bylaws or similar organizational documents; (ii) declare, set aside or pay\nany dividend or other distribution with respect to capital stock payable in\ncash, stock, securities or property other than dividends paid by \n\n                                       33\n\n \nCompuServe's wholly-owned, direct or indirect, subsidiaries to CompuServe or one\nof CompuServe's wholly-owned, direct or indirect, subsidiaries; (iii) issue,\nsell, transfer, grant, award, pledge, dispose of or encumber any shares of, or\nsecurities convertible into or exchangeable for, or options, warrants, calls,\ncommitments or rights of any kind to acquire, any shares of capital stock of any\nclass of CompuServe (except for CompuServe Common Shares issued pursuant to the\nterms of CompuServe Stock Options outstanding as of the date of this Agreement,\nor pursuant to the terms of the Crystal Club Plan in the ordinary course of\nbusiness consistent with past practice)) or interest in or securities of any\nCompuServe Entity; (iv) transfer, lease, license, sell, mortgage, pledge,\ndispose of, or encumber any of its assets, in an amount in any instance or\nseries of related instances exceeding $1,000,000 in the aggregate (measured in\nterms of net book value), except pursuant to the existing terms of contracts\nentered into prior to the date hereof and set forth on Schedule 8.1(c); or (v)\n                                                       ---------------        \nredeem, purchase or otherwise acquire, directly or indirectly, any of the\ncapital stock of CompuServe or any interest in or securities of any CompuServe\nEntity (except for CompuServe Common Shares acquired pursuant to the terms of\nthe Employee Stock Purchase Plan and the Crystal Club Plan in the ordinary\ncourse of business consistent with past practice);\n\n          (d) CompuServe and the CompuServe Entities will not:  (i) hire\nemployees and consultants such that the total number of employees and\nconsultants of CompuServe and the CompuServe Entities would exceed 3,080 or (ii)\nterminate employees and consultants such that the net decrease in the number of\nemployees and consultants of CompuServe and the CompuServe Entities resulting\ntherefrom would exceed 200 (which net decrease calculation shall be based on a\nstarting point of 2,880 employees and consultants and shall not include\nemployees and consultants who voluntarily terminate their employment or\nservices); (iii) grant any increase in the compensation or bonus payable or to\nbecome payable by CompuServe or any of the CompuServe Entities to any director,\nofficer or employee of CompuServe or any of the CompuServe Entities, except (1)\nto the extent that each such grant or increase is in the ordinary course of\nbusiness and consistent with past practice and the aggregate of all such grants\nor increases does not exceed $6,000,000 on an annualized basis, and (2) bonuses\nin an aggregate amount not in excess of $15,000,000 (half of which shall be paid\nby H&R Block) to key employees (equitably distributed as between the Online\nServices Business and the other businesses of CompuServe and the CompuServe\nEntities) as CompuServe deems necessary in order to encourage such employees to\ncontinue their employment from the date hereof until the Effective Time, payable\nonly if such employment so continues; (iv) adopt any new, or amend or otherwise\nincrease, or accelerate the payment or vesting of the amounts payable or to\nbecome payable under any existing CompuServe Benefit Plan, except as\ncontemplated in Section 8.26; (v) enter into any, or amend any existing,\nemployment, consulting or severance agreement with, or grant any severance or\ntermination pay to, any officer, director or employee of CompuServe or any of\nthe CompuServe Entities; (vi) make any additional contributions to any grantor\ntrust created by CompuServe or any of the CompuServe Entities to provide funding\nfor non-tax-qualified employee benefits or compensation except as required by\nthe terms of any grantor trust of CompuServe existing on the date hereof; or\n(vii) provide any new severance program to or increase the benefits under any\nexisting severance program of CompuServe or any of the CompuServe Entities;\n\n                                       34\n\n \n          (e) Except in the ordinary course of business and consistent with past\npractice, neither CompuServe nor any CompuServe Entity will in any respect\nmodify, amend or terminate any of its contracts, intellectual property licenses,\nleases or other agreements and arrangements, or waive, release or assign any\nrights or claims thereto or thereunder;\n\n          (f) Except as would not be Material, neither CompuServe nor any\nCompuServe Entity will permit any insurance policy naming CompuServe or any of\nthe CompuServe Entities as a beneficiary or a loss payable payee to be canceled\nor terminated;\n\n          (g) Neither CompuServe nor any CompuServe Entity will:  (i) incur or\nassume any debt except for borrowings under existing credit facilities which are\nidentified in the CompuServe SEC Documents or in the ordinary course of business\nconsistent with past practice in an amount not exceeding $1,000,000 in the\naggregate; (ii) assume, guarantee, endorse or otherwise become liable or\nresponsible (whether directly, contingently or otherwise) for the obligations of\nany other Person in an amount exceeding $1,000,000 in the aggregate, whether or\nnot in the ordinary course of business or consistent with past practice, except\nfor customary indemnification obligations pursuant to agreements entered into in\nthe ordinary course of business, consistent with past practice; (iii) make any\nloans, advances or capital contributions to, or investments in, any other Person\n(other than a wholly-owned CompuServe Entity) in an amount exceeding $1,000,000\nin the aggregate, or modify any credit policies or practices granted to\ncustomers or make any concessions or offer any inducements to accelerate\npayments; (iv) other than as contemplated by CompuServe's May 23, 1997 business\nplan for fiscal 1998 as furnished to WorldCom, enter into any financial\ncommitments (including any capital expenditure or asset purchase), whether or\nnot in the ordinary course of business or consistent with past practice, in an\namount exceeding $1,000,000 in the aggregate; (v) other than in the ordinary\ncourse of business consistent with past practice, enter into any contract\ngranting any third-party geographic or market or programming or content\nexclusivity; or (vi) other than contracts entered into for capital expenditures\nin accordance with CompuServe's May 23, 1997 business plan, enter into any\ncontract that is not terminable without penalty on or prior to December 31, 2000\ninvolving payments by CompuServe or any of the CompuServe Entities in excess of\n$1,000,000 individually or $10,000,000 in the aggregate;\n\n          (h) Except as would not be Material, neither CompuServe nor any\nCompuServe Entity will change any of the accounting principles or practices used\nby it unless required by statutory accounting principles or GAAP and notice\nthereof is given to WorldCom promptly following such change;\n\n          (i) Neither CompuServe nor any CompuServe Entity will pay, discharge\nor satisfy any claims, liabilities or obligations (absolute, accrued, asserted\nor unasserted, contingent or otherwise), other than the payment, discharge or\nsatisfaction of any such claims, liabilities or obligations (i) reflected or\nreserved against in, or contemplated by, the CompuServe Balance Sheet in an\namount not in excess of that in the CompuServe Balance Sheet; (ii) incurred in\nthe ordinary course of business consistent with past practice and in accordance\nwith the other restrictions contained herein, and which by their terms have\nbecome due and payable since the date of the CompuServe Balance Sheet; (iii)\nwhich are legally required to be paid, discharged or \n\n                                       35\n\n \nsatisfied and are paid in accordance with the terms of such claims, liabilities\nor obligations in existence as of the date of this Agreement; or (iv) out of\ninsurance proceeds not in excess of $1,000,000 in the aggregate;\n\n          (j) Neither CompuServe nor any CompuServe Entity will adopt a plan of\ncomplete or partial liquidation, dissolution, merger, consolidation, share\nexchange, restructuring, recapitalization or other reorganization of CompuServe\nor any of the CompuServe Entities;\n\n          (k) Other than in the ordinary course of business consistent with past\npractice, and except as contemplated by this Agreement, neither CompuServe nor\nany CompuServe Entity will engage in any transaction, or enter into any\nagreement, arrangement, or understanding with, directly or indirectly, any\nRelated Party except on terms no less favorable than would be available in\ncompetitive arm's-length transactions;\n\n          (l) Except as would not be Material or as contemplated by Article IX\nhereof, neither CompuServe nor any CompuServe Entity will make any Tax election\nor increase or establish any reserve for Taxes or any other liability on its\nbooks or otherwise provided therefor, except as required by applicable law or\nGAAP and as to which CompuServe has provided prompt notice  after any such\nelection, or increase or establishment of reserve to WorldCom;\n\n          (m) Neither CompuServe nor any CompuServe Entity will settle any\nlitigation, other proceeding or arbitration requiring a payment in an amount\nequal to or greater than $250,000 individually or $1,000,000 in the aggregate or\ninvolving any material limitation on its future actions or the surrender or\ncompromise of any of its material rights;\n\n          (n) Neither CompuServe nor any CompuServe Entity will enter into an\nagreement, contract, commitment or arrangement to do any of the foregoing, or to\nauthorize, recommend, propose or announce an intention to do any of the\nforegoing; and\n\n          \n          (o) Neither CompuServe nor any CompuServe Entity will act, or fail or\nomit to act, so as to cause any Material Adverse Change.\n\n          8.2  Voting of Shares.  H&R Block and Block Group hereby jointly and\nseverally agree that at any meeting of stockholders of CompuServe, however\ncalled, Block Group will vote, and H&R Block will cause Block Group to vote, all\nof Block Group's CompuServe Common Shares (i) in favor of the adoption and\napproval of this Agreement (as amended from time to time) and the transactions\ncontemplated by this Agreement by the stockholders of CompuServe, (ii) against\nany proposal for any recapitalization, merger (other than the Merger), share\nexchange, exchange offer, tender offer, sale of assets, sale of stock or other\nbusiness combination between or among CompuServe or any of the CompuServe\nEntities, on the one hand, and any other Person other than WorldCom or any\nWorldCom Entity, on the other hand, or any liquidation, dissolution or other\naction or agreement, that would result in a breach of any representation,\nwarranty, covenant or other obligation or agreement of H&R Block, Block Group or\nCompuServe under this Agreement or that would result in any of the conditions to\nthe obligations of any party under this Agreement not being fulfilled, and (iii)\nin favor of any other \n\n                                       36\n\n \nmatter necessary for the consummation of the transactions contemplated by this\nAgreement with respect to which Block Group may be entitled to vote.\n\n          8.3  No Transfers.  Each of H&R Block, Block Group and CompuServe\nhereby covenants and agrees that, until the termination of this Agreement\npursuant to Article XI, it will not, and H&R Block will not cause or permit\nBlock Group to, sell, transfer, tender, assign, hypothecate or otherwise dispose\nof, or create or permit to exist any Liens or Other Encumbrances on, whether\ndirectly or indirectly, any of the CompuServe Common Shares or securities of\ninterests in a CompuServe Entity, respectively, or any of the assets required to\nbe transferred to CompuServe pursuant to Section 2.1 hereof (except in\naccordance with Section 2.1).\n\n          8.4  Indemnification.  (a)  Indemnification by H&R Block.  H&R Block\nand Block Group, jointly and severally, hereby agree to indemnify, defend and\nhold harmless WorldCom and WAC and, after the Closing Date, CompuServe and the\nCompuServe Entities, each of their respective successors-in-interest and\nassigns, and each of their respective past and current directors, officers,\nemployees, consultants, representatives and agents (the \"H&R Block Indemnified\nParties\"), from and against any and all Losses and Expenses which are based on,\narise out of or relate to, directly or indirectly (i) the conduct of the\nbusiness or affairs of H&R Block, Block Group or any other H&R Block Entity on\nor prior to the Closing Date; (ii) any action, suit, claim, demand, proceeding\nor investigation brought by or on behalf of persons who were, at or prior to the\nEffective Time, holders of the capital stock of H&R Block, Block Group or\nCompuServe which suit, claim, demand, action, proceeding or investigation\nalleges that any action or failure to act of the issuer of such capital stock,\nany Affiliate of such issuer or any director, officer, employee or agent of such\nissuer or any Affiliate of such issuer in connection with this Agreement, the\nStockholders Agreement, or the Standstill Agreement or any of the transactions\ncontemplated hereby or thereby was a breach of fiduciary duty, or a violation of\nlaw or unauthorized, ultra vires or otherwise wrongful or illegal; or (iii) any\nbreach of the representations, warranties, covenants or agreements of H&R Block\nor Block Group set forth in this Agreement or pursuant to the certificates\ncontemplated in Section 10.2(d) relating to Sections 2.1, 2.2, 2.3, 4.1, 4.2,\n4.3, 4.5 or 4.6, Article V, or Sections 8.2, 8.3, 8.6, 8.7 (as to H&R Block or\nBlock Group), 8.10 (as to H&R Block or Block Group), 8.15 (as to H&R Block or\nBlock Group), 8.16 (as to H&R Block or Block Group), 8.18, 8.20, 8.21, or 8.23\n(as to H&R Block or Block Group) or (iv) any action, suit, claim, demand or\nproceeding or investigation brought in connection with the enforcement of any or\nall of the foregoing clauses (i), (ii) or (iii).\n\n          (b) General Indemnification by H&R Block. H&R Block and Block Group\nhereby agree, jointly and severally, to indemnify, defend and hold harmless the\nH&R Block Indemnified Parties from and against 80.13% of any Losses and Expenses\nwhich are based on, arise out of or relate to, directly or indirectly, (i) the\nmatters set forth in Schedule 8.4(b) whether or not disclosed on any other\n                     ---------------                                      \nSchedule to this Agreement or otherwise, each of which shall be deemed to be a\nThird-Party Claim (as defined in Section 8.4(e)(i) below) as to which any\nrequired notification of claim for indemnification shall be deemed to have been\ngiven; (ii) any breach of the representations, warranties, covenants or\nagreements set forth in this Agreement or pursuant to the certificates\ncontemplated in Section 10.2(d) relating to Sections 3.1, 3.2, 3.3, 3.4, 3.17,\n\n                                       37\n\n \n3.18, 8.6, 8.7 (as to CompuServe) or 8.10 (as to CompuServe); (iii) any breach\nof any representations, warranties, covenants or agreements of H&R Block, Block\nGroup or CompuServe herein (or in the certificates contemplated by Section\n10.2(d)), other than those described in the foregoing clause (ii) and without\nregard to any qualification as to materiality stated herein (including any\nreference to Material, Material Adverse Change or Material Adverse Effect), with\nregard to any claim for indemnification relating to any matter for which\nindemnification is provided by WorldCom pursuant to or arising out of any\nagreement providing for or relating to the divestiture by WorldCom of any or all\nof the Online Services Business, if and to the extent that the aggregate of all\nLosses and Expenses based on, arising out of or related to all breaches (other\nthan with respect to a knowing or intentional breach of any such representation,\nwarranty, covenant or agreement, as to which no dollar threshold shall apply)\ndescribed in this clause (iii) exceeds $10 million; (iv) any breach of any\nrepresentations, warranties, covenants or agreements, other than those described\nin the foregoing clause (ii) and without regard to any qualification as to\nmateriality stated herein (including any reference to Material, Material Adverse\nChange or Material Adverse Effect), with regard to any claim for indemnification\nregarding any matter other than matters covered in the foregoing clause (iii),\nif and to the extent that the aggregate of all Losses and Expenses based on,\narising out of or related to all breaches (other than with respect to a knowing\nor intentional breach of any such representation, warranty, covenant or\nagreement, as to which no dollar threshold shall apply) described in this clause\n(iv) exceeds $10 million; or (v) any action, suit, claim, demand or proceeding\nbrought in connection with the enforcement of the foregoing clauses (i), (ii),\n(iii) and (iv).  Any matter covered by both of the foregoing clauses (iii) and\n(iv) shall be apportioned equally to both thresholds.\n\n          (c) Indemnification by WorldCom and WAC.  WorldCom and WAC and, after\nthe Closing, CompuServe, hereby agree, jointly and severally, to indemnify,\ndefend and hold harmless H&R Block, Block Group, their respective successors in-\ninterest and assigns, and each of their respective past and current directors,\nofficers, employees, consultants, representatives and agents from and against\nany Losses and Expenses which are based on, arise out of or relate to, directly\nor indirectly, (i) the conduct of the business of CompuServe after the Closing\nas long as and to the extent that CompuServe constitutes a WorldCom Entity; or\n(ii) any action, claim or proceeding brought in connection with the enforcement\nof the foregoing clause (i).\n\n          (d) Notification of Claims.  For the purpose of this Section 8.4, the\nterm \"Indemnifying Party\" shall mean the party having an obligation hereunder to\nindemnify the other party or parties pursuant to this Section 8.4, and the term\n\"Indemnified Party\" shall mean the party having the right to be indemnified\npursuant to this Section 8.4.  Whenever any claim shall arise for\nindemnification under this Section 8.4, the Indemnified Party shall promptly\nnotify the Indemnifying Party in writing of such claim and, when known, the\nfacts constituting the basis for such claim (in reasonable detail).  Failure by\nthe Indemnified Party to so notify the Indemnifying Party shall not relieve the\nIndemnifying Party of any liability hereunder unless and only to the extent such\nfailure prejudices the Indemnifying Party.  The H&R Block Indemnified Parties\nshall not be entitled to indemnification under Section 8.4(b)(ii) unless, prior\nto March 15, 1999, a H&R Block Indemnified Party has notified H&R Block and\nBlock Group in writing of the existence of any Losses and Expenses that may\nreasonably be expected to give rise to any such \n\n                                       38\n\n \nindemnification obligation. Notwithstanding any provision herein to the\ncontrary, (i) any claim for indemnification related to or arising out of any Tax\nmatter may be brought at any time prior to 60 Business Days after the expiration\nof the applicable Tax statute of limitations with respect to the relevant\ntaxable period (including all extensions obtained, whether automatic or\npermissive) and (ii) any claim for indemnification based on, related to or\narising out of any Tax matter set forth in Section 9.2(a) and Section 9.2(b)\nshall be governed solely by Section 9.2 hereof.\n\n     (e)  Indemnification Procedures.\n\n               (i) After the giving of notice by an Indemnified Party as\n     required by paragraph (d) of any claim of the commencement of any action by\n     a Person or Governmental Entity who is not a party to this Agreement or an\n     Affiliate of such a party (a \"Third-Party Claim\"), if the Indemnifying\n     Party undertakes to defend any such claim, it shall be required to take\n     control of the defense and investigation with respect to such claim and to\n     employ and engage reputable attorneys of its own choice reasonably\n     acceptable to the Indemnified Party to handle and defend the same, at the\n     Indemnifying Party's cost, risk and expense, upon written notice to the\n     Indemnified Party of such election, which notice acknowledges the\n     Indemnifying Party's obligation to provide indemnification hereunder. The\n     Indemnifying Party shall not settle any Third-Party Claim that is the\n     subject of indemnification without the written consent of the Indemnified\n     Party, which consent shall not be unreasonably withheld or delayed.  The\n     Indemnified Party shall cooperate in all reasonable respects with the\n     Indemnifying Party and its attorneys in the investigation, trial and\n     defense of any lawsuit or action with respect to such claim and any appeal\n     arising therefrom (including the filing in the Indemnified Party's name of\n     appropriate crossclaims and counterclaims).  In connection with any Third-\n     Party Claim, each Indemnified Party shall use reasonable efforts to make\n     available to the Indemnifying Party, upon written request and at reasonable\n     times, its and its subsidiaries' officers, directors, employees and agents\n     to act as witnesses to the extent that such persons may reasonably be\n     required to be available in connection with any claim under this Section\n     8.4.  The Indemnified Party may, at its own cost, participate in any\n     investigation, trial and defense of such lawsuit or action controlled by\n     the Indemnifying Party and any appeal arising therefrom.  If there are one\n     or more legal defenses available to the Indemnified Party that conflict\n     with those available to the Indemnifying Party, the Indemnified Party shall\n     have the right, at the expense of the Indemnifying Party, to assume the\n     defense of the lawsuit or action; provided, however, that the Indemnified\n     Party may not settle such lawsuit or action without the consent of the\n     Indemnifying Party, which consent shall not be unreasonably withheld or\n     delayed.  Notwithstanding anything to the contrary in this paragraph\n     (e)(i), if a Third-Party Claim is for money damages asserted in an amount\n     not to exceed $1,000,000 and is principally for non-monetary relief that\n     would have a continuing Material Adverse Effect on the Indemnified Party,\n     then the Indemnified Party shall be entitled to take control of the defense\n     and investigation with respect to such claim and to employ and engage\n     reputable attorneys of its own choice reasonably acceptable to the\n     Indemnifying Party to handle and \n\n                                       39\n\n \n     defend the same, at the Indemnifying Party's cost, risk and expense, upon\n     written notice to the Indemnifying Party of such election\n\n               (ii) If, within a reasonable time following receipt of a notice\n     of a Third-Party Claim pursuant to paragraph (d), the Indemnifying Party\n     does not undertake to defend any such claim, the Indemnified Party may, but\n     shall have no obligation to, contest at the expense of the Indemnifying\n     Party to the extent provided in this Section 8.4 any lawsuit or action with\n     respect to such claim and the Indemnifying Party shall be bound by the\n     result obtained with respect thereto by the Indemnified Party (including\n     the settlement thereof without the consent of the Indemnifying Party).\n\n               (iii)  Any claim of indemnification for Losses and Expenses which\n     does not result from a Third-Party Claim shall be asserted by written\n     notice given by the party claiming a right of indemnification\n     (\"Indemnitee\") to the party from whom indemnification is sought\n     (\"Indemnitor\") specifying in reasonable detail the nature and basis for the\n     claim and the Losses and Expenses incurred.  Such Indemnitor shall have a\n     period of 30 days after the receipt of such notice within which to respond\n     thereto.  If the Indemnitor does not respond within such 30-day period,\n     such Indemnitor shall be deemed to have refused to accept responsibility to\n     make payment.  If such Indemnitor does not respond within such 30-day\n     period or rejects such claim in whole or in part, the Indemnitee shall be\n     free to pursue such remedies as may be available to such party, under\n     applicable law or under this Agreement.\n\n               (iv) If the amount of any Losses and Expenses shall, at any time\n     subsequent to the payment required by this Agreement, be reduced by\n     recovery, settlement, insurance proceeds or otherwise, the amount of such\n     reduction, less any expenses incurred in connection therewith, shall\n     promptly be repaid by the Indemnitee to the Indemnitor.\n\n     (f) Tax-Related Adjustment.  An indemnity payment otherwise due and\npayable hereunder (i) shall be decreased (but not below zero) to the extent of\nany net actual reduction in federal income Tax liability that is actually\nrealized by the Indemnified Party at the time of its payment of an indemnifiable\nloss and (ii) shall be increased to indemnify the Indemnified Party for any\nadditional federal income Taxes payable by the Indemnified Party by reason of\nthe receipt or accrual of such indemnity payment.\n\n     8.5  No Contribution.  Each of H&R Block and Block Group, for itself\nand on behalf of the other H&R Block Entities, waives, and acknowledges and\nagrees that it and they will not have and will not exercise or assert (or\nattempt to exercise or assert), any right of contribution, right of subrogation,\nright of indemnity or other similar right or remedy against CompuServe or any of\nthe CompuServe Entities, with respect to any action or failure to act by H&R\nBlock, Block Group or any other H&R Block Entity or CompuServe or any CompuServe\nEntity, occurring on or prior to the Effective Time in connection with any\nactual or alleged breach of any representation, warranty, covenant or other\nobligation or agreement set forth in this Agreement, or any Losses or Expenses\nreferred to in Section 8.4 or Section 9.2 of this Agreement, at or after the\nEffective Time, for any other claim accrued as of the Effective Time.\n\n                                       40\n\n \n          8.6  Meeting of CompuServe Stockholders.  CompuServe shall take all\nsteps necessary in accordance with its Certificate of Incorporation and Bylaws\nand the DGCL to call, set a record date, give notice of, convene and hold a\nspecial meeting of its stockholders (the \"CompuServe Stockholders Meeting\") to\noccur as soon as practicable for the purpose of approving and adopting this\nAgreement and authorizing the Merger and for such other purposes as may be\nnecessary (the \"CompuServe Proposal\").  Subject to Section 8.14(a) of this\nAgreement, the Board of Directors of CompuServe shall (i) take all steps\nnecessary to present and recommend to its stockholders the approval and adoption\nof this Agreement and approval of the transactions contemplated hereby to which\nit is a party and any other matters to be submitted to its stockholders in\nconnection therewith and (ii) use all reasonable efforts to obtain the approval\nand adoption by the CompuServe stockholders of this Agreement and any of the\ntransactions contemplated hereby requiring such stockholder approval.\n\n          8.7  Registration Statement; Proxy Statement.    (a)  As soon as\npracticable after the date of this Agreement, WorldCom and CompuServe shall\nprepare and file with the SEC the proxy statement relating to the CompuServe\nStockholders Meeting (the \"CompuServe Proxy Statement\" or \"Proxy Statement\"),\nand WorldCom shall prepare a Registration Statement on Form S-4 (the\n\"Registration Statement\") with respect to the Merger and registration of the\nWorldCom Common Shares to be issued to CompuServe's stockholders in connection\ntherewith.  Each of WorldCom, H&R Block and CompuServe shall use all reasonable\nefforts to have the Registration Statement declared effective by the SEC as\npromptly as practicable thereafter.  The CompuServe Proxy Statement will be\nmailed to the stockholders of CompuServe as soon as possible after the\nRegistration Statement is declared effective.  No amendment or supplement to the\nProxy Statement shall be made without providing each other such party with\nreasonable time to review and comment on such amendment or supplement and in any\ncase without prior written consent of WorldCom.  No amendment (or supplement) to\nthe Registration Statement (or the prospectus forming a part thereof) shall be\nmade without providing each other such party with reasonable time to review and\ncomment on such amendment (or supplement) and in any case without prior approval\nof CompuServe, which approval shall not be unreasonably withheld.  Promptly\nafter receiving notice thereof, unless such notice was received from another\nparty hereto, each of WorldCom and CompuServe shall advise each such other party\nof the time when the Registration Statement has become effective or any\namendment thereto or any supplement or amendment to the CompuServe Proxy\nStatement has been filed, or the issuance of any stop order, or of any request\nby the SEC or NASDAQ for amendment of the Registration Statement.  WorldCom\nshall also take any action (other than qualifying to do business in any\njurisdiction in which it is not now so qualified or consenting to service of\nprocess in any jurisdiction in any action other than one arising out of the\noffering of the WorldCom Common Shares in such jurisdiction) reasonably required\nto be taken under any applicable state securities or \"blue sky\" laws in\nconnection with the issuance of WorldCom Common Shares in connection with the\nMerger, and each of CompuServe and H&R Block shall furnish all information\nconcerning CompuServe or H&R Block, as the case may be, as may be reasonably\nrequested in connection any such action.  Except for the Proxy Statement or the\npreliminary prospectus\/proxy statement, none of WorldCom, CompuServe or H&R\nBlock shall distribute any written material that might \n\n                                       41\n\n \nconstitute a \"prospectus\" relating to the Merger within the meaning of the\nSecurities Act or any applicable state securities law, without the prior written\nconsent of WorldCom.\n\n     (b) Each of H&R Block, CompuServe and WorldCom covenants that none of the\ninformation supplied or to be supplied by it for inclusion, or incorporated or\nto be incorporated by reference, in (i) the Registration Statement will, at the\ntime the Registration Statement is filed with the SEC, at any time it is amended\nor supplemented or at the time it becomes effective under the Securities Act,\ncontain any untrue statement of a material fact or omit to state any material\nfact required to be stated therein or necessary to make the statements therein\nnot misleading, and (ii) the CompuServe Proxy Statement will, at the date it is\nfirst mailed to the stockholders of CompuServe, or at the time of the CompuServe\nStockholders Meeting, contain any untrue statement of a material fact or omit to\nstate any material fact required to be stated therein or necessary in order to\nmake the statements therein, in light of the circumstances under which they are\nmade, not misleading.  Each of H&R Block, CompuServe and WorldCom covenants that\nthe CompuServe Proxy Statement and the Registration Statement will comply as to\nform in all material respects with the requirements of the Exchange Act or the\nSecurities Act, as the case may be.  Notwithstanding the foregoing, (i) no\nrepresentation or covenant is made by CompuServe or H&R Block with respect to\nstatements made or incorporated by reference therein based on information\nsupplied by WorldCom for inclusion or incorporated by reference in the\nCompuServe Proxy Statement or the Registration Statement and (ii) no\nrepresentation or covenant is made by WorldCom with respect to statements made\nor incorporated by reference therein based on information supplied by CompuServe\nor H&R Block for inclusion or incorporated by reference in the CompuServe Proxy\nStatement or the Registration Statement.  If at any time prior to the Effective\nTime there shall occur (i) any event with respect to CompuServe or any\nCompuServe Entity, or with respect to other information supplied by CompuServe\nfor inclusion or incorporated by reference in the Proxy Statement or the\nRegistration Statement, (ii) any event with respect to H&R Block or any H&R\nBlock Entity, or with respect to other information supplied by H&R Block for\ninclusion or incorporated by reference in the Proxy Statement or the\nRegistration Statement or (iii) any event with respect to WorldCom, or with\nrespect to information supplied by WorldCom for inclusion or incorporated by\nreference in the Proxy Statement or the Registration Statement, in any case\nwhich event is required to be described in an amendment of, or a supplement to,\nthe CompuServe Proxy Statement or the Registration Statement, such event shall\nbe so described, and such amendment or supplement shall be promptly filed with\nthe SEC and, as required by law, disseminated to the stockholders of CompuServe.\n\n     (c) Each of CompuServe and WorldCom shall promptly notify the other parties\nof the receipt of any comments from the SEC or its staff or any other\nappropriate government official and of any requests by the SEC or its staff or\nany other appropriate government official for amendments or supplements to any\nof the filings with the SEC in connection with the Merger and other transactions\ncontemplated hereby or for additional information and shall supply the other\nwith copies of all correspondence between CompuServe or any of its respective\nrepresentatives, or WorldCom or any of its representatives, as the case may be,\non the one hand, and the SEC or its staff or any other appropriate government\nofficial, on the other hand, with respect thereto.  CompuServe and WorldCom\nshall use all of their respective reasonable efforts \n\n                                       42\n\n \nto respond to any comments of the SEC with respect to the Registration Statement\nand the Proxy Statement as promptly as practicable. CompuServe, H&R Block and\nWorldCom shall cooperate with each other and furnish all information necessary\nin order to prepare the Registration Statement and the Proxy Statement, and\nshall provide promptly to the other parties any information such party may\nobtain that could necessitate amending or supplementing any such document.\n\n          (d) WorldCom covenants that it shall apply to have the WorldCom Common\nShares to be issued in connection with the Merger approved for quotation on\nNASDAQ, subject to official notice of issuance.\n\n          (e) WorldCom covenants that it will not, without the prior written\nconsent of CompuServe, (i) agree to waive any obligations of AOL under Sections\n5.6 or 5.12 of the Purchase and Sale Agreement or (ii) request from or deem be\nto provided by AOL a waiver of any of WorldCom's obligations under such\nsections.\n\n          8.8  Access to Information.  Subject to the provisions of the\nConfidentiality Agreement, between the date hereof and the Closing Date, each of\nH&R Block, Block Group, CompuServe and WorldCom and their respective Entities\nshall (i) give to each such other party and its counsel, accountants and other\nrepresentatives reasonable access, at reasonable times and after reasonable\nnotice, to all the properties, documents, contracts, personnel files (subject to\napplicable law) and other records of such party; (ii) furnish the other party\nwith copies of such documents and with such information with respect to the\naffairs of such party as the other party may from time to time reasonably\nrequest; and (iii) shall disclose and make available to each such party and its\nrepresentatives all books, contracts, accounts, personnel records, letters of\nintent, papers, records, communications with regulatory authorities and other\ndocuments relating to the business and operations of such party as the other\nparty may from time to time reasonably request.  In addition, CompuServe shall\nmake available to WorldCom all such banking, investment and financial\ninformation as shall be necessary to allow for the efficient integration of\nCompuServe's banking, investment and financial arrangements with those of\nWorldCom at the Closing, including monthly financial statements.  Nothing\ncontained in this Section 8.8 shall be deemed to create any duty or\nresponsibility on the part of any party to investigate or evaluate the value,\nvalidity or enforceability of any contract, lease or other asset included in the\nassets of any other party.  With respect to matters as to which any party has\nmade express representations or warranties herein, the parties shall be entitled\nto rely upon such express representations and warranties irrespective of any\ninvestigations made by such parties.  With respect to the obligations of H&R\nBlock, Block Group, CompuServe and their respective Entities under this Section\n8.8, \"other party\" as used in clauses (i), (ii) and (iii), above, shall be\ndeemed to include AOL.  None of H&R Block, the H&R Block Entities, CompuServe,\nthe CompuServe Entities, WorldCom or the WorldCom Entities shall be required to\nprovide access to customer identity or pricing information or to furnish any\ndocuments or information that such party has been advised by counsel may not be\nprovided under applicable law, would result in the loss of a legal privilege or\nwould violate a confidentiality obligation, provided that, in the case of\ndocuments or information subject to a legal duty, such party shall use its\nreasonable best efforts to obtain any third party consents required to comply\nwith any confidentiality obligations giving rise to such \n\n                                       43\n\n \nlegal duty, in the case of customer identity or pricing information, such party\nshall make arrangements for such information to be furnished to counsel for the\nparty requesting such information and, in the case of privileged information,\nsuch party shall make arrangements for such documentation to be provided to\ncounsel for the party requesting such information, to the extent reasonable\nassurance can be obtained that the legal privilege would not thereby be lost.\n\n          8.9  Confidentiality.  CompuServe and WorldCom acknowledge and\nconfirm that they have entered into a letter agreement with AOL dated August 14,\n1997 (the \"Confidentiality Agreement\") and that the Confidentiality Agreement\nshall remain in full force and effect in accordance with its terms,\nnotwithstanding WorldCom's and CompuServe's entering into this Agreement and\nwhether or not the transactions contemplated by this Agreement are consummated\nor terminated.\n\n          8.10  HSR Act Compliance, Etc.  (a)  H&R Block and WorldCom shall\npromptly make their respective filings, and shall thereafter use their best\nefforts to promptly make any required submissions, under the HSR Act with\nrespect to the transactions contemplated hereby.  H&R Block, Block Group,\nCompuServe and WorldCom shall use their respective reasonable efforts to\npromptly make all other required filings and submissions with respect to all\nother permits, authorizations, consents and approvals from third parties and\nGovernmental Entities necessary to consummate the transactions contemplated by\nthis Agreement and the Stockholders Agreement.\n\n          (b) H&R Block, Block Group, CompuServe and WorldCom also agree to take\nany and all of the following actions to the extent necessary to obtain the\napproval of any Governmental Entity with jurisdiction over the enforcement of\nany applicable laws regarding the transactions contemplated by this Agreement\nand the Stockholders Agreement: entering into negotiations; providing\ninformation; substantially complying with any second request for information\npursuant to the HSR Act or any similar foreign antitrust law; and making\nproposals.  The parties hereto will consult, consistent with their respective\nlegal obligations, and cooperate with each other, and consider in good faith the\nviews of each other, in connection with any analyses, appearances,\npresentations, memoranda, briefs, arguments, opinions and proposals made or\nsubmitted by or on behalf of any party hereto in connection with proceedings\nunder or relating to the HSR Act or any other federal, state or foreign\nantitrust or fair trade law.\n\n          8.11  Public Disclosures.  H&R Block, Block Group, CompuServe and\nWorldCom shall consult with each other before issuing any press release or\notherwise making any public statement with respect to the transactions\ncontemplated by this Agreement or the Stockholders Agreement, and shall not\nissue any such press release or make any such public statement prior to such\nconsultation except as may be required by applicable law or requirements of the\nExchange Act, NASDAQ or any national securities exchange as advised by counsel,\nin which case the parties shall use their reasonable efforts to consult with\neach other prior to issuing such a release or making such a statement.\nWorldCom, H&R Block and CompuServe shall issue a joint press release, mutually\nacceptable to H&R Block, CompuServe and WorldCom, promptly upon execution and\ndelivery of this Agreement.  H&R Block, Block Group, CompuServe and WorldCom\nshall cooperate and consult with each other to develop and implement guidelines\nfor \n\n                                       44\n\n \ncommunications to employees, customers and suppliers of CompuServe regarding the\ntransactions contemplated by this Agreement.\n\n          8.12  Resignation of Directors and Officers.  At or prior to the\nClosing, CompuServe shall deliver to WorldCom if and as requested by WorldCom\nevidence satisfactory to WorldCom of the resignation of the directors and\nofficers, solely in their capacities as such, of CompuServe and any CompuServe\nEntity, such resignations to be effective at the Closing.\n\n          8.13  Notification of Certain Matters.  H&R Block, Block Group and\nCompuServe shall give prompt notice to WorldCom, and WorldCom shall give prompt\nnotice to H&R Block, Block Group and CompuServe, of (a) the occurrence or non-\noccurrence of any event the occurrence or non-occurrence of which would or could\nreasonably be expected to cause any representation or warranty respectively made\nby them and contained in this Agreement or the Stockholders Agreement to be\nuntrue or inaccurate at or prior to the Closing, as the case may be, and (b) any\nfailure of H&R Block,  Block Group, CompuServe or WorldCom, as the case may be,\nto comply with or satisfy any covenant, agreement or condition to be complied\nwith or satisfied by it hereunder; provided, however, that the delivery of any\nnotice pursuant to this Section 8.13 shall not limit or otherwise affect the\nremedies available hereunder to the party receiving such notice.\n\n          8.14  No Solicitation.  (a)(i) CompuServe shall, and shall direct\nand use reasonable efforts to cause its officers, directors, employees,\nrepresentatives and agents to, immediately cease any discussions or negotiations\nwith any parties that may be ongoing with respect to a Competitive Proposal.\nCompuServe shall not, nor shall it permit any of the CompuServe Entities to, nor\nshall it authorize or permit any of its officers, directors or employees or any\ninvestment banker, financial advisor, attorney, accountant or other\nrepresentative retained by it or any of the CompuServe Entities to, directly or\nindirectly, (A) solicit, initiate or encourage (including by way of furnishing\ninformation), or take any other action designed or reasonably likely to\nfacilitate, any inquiries or the making of any proposal which constitutes, or\nmay reasonably be expected to lead to, any Competitive Proposal or (B)\nparticipate in any discussions or negotiations regarding any Competitive\nProposal. \"Competitive Proposal\" means any inquiry, proposal or offer from any\nPerson relating to any direct or indirect acquisition or purchase of 10% or more\nof the assets of CompuServe and the CompuServe Entities or 10% or more of any\nclass of equity securities of CompuServe or any of the CompuServe Entities, any\ntender offer or exchange offer that if consummated would result in any Person\nbeneficially owning 10% or more of any class of equity securities of CompuServe\nor any of the CompuServe Entities, any merger, consolidation, share exchange,\nbusiness combination, recapitalization, liquidation, dissolution or similar\ntransaction involving CompuServe or any of the CompuServe Entities, other than\nthe transactions contemplated by this Agreement and the Stockholders Agreement,\nor any other transaction the consummation of which could reasonably be expected\nto impede, interfere with, prevent or materially delay the Merger or which would\nreasonably be expected to dilute materially the benefits to WorldCom of the\ntransactions contemplated by this Agreement and the Stockholders Agreement.\n\n                                       45\n\n \n          (ii) Except to the extent the Board of Directors of CompuServe\ndetermines it is required to do otherwise in accordance with its fiduciary\nduties, neither the Board of Directors of CompuServe nor any committee thereof\nshall withdraw or modify, or propose publicly to withdraw or modify, in a manner\nadverse to WorldCom, the approval or recommendation by such Board of Directors\nor such committee of the CompuServe Proposal.  Neither the Board of Directors\nnor any committee thereof shall approve or recommend, or propose publicly to\napprove or recommend, any Competitive Proposal or cause CompuServe to enter into\nany letter of intent, agreement in principle, acquisition agreement or other\nsimilar agreement related to a Competitive Proposal.  Any such withdrawal or\nmodification of the recommendation of the CompuServe Proposal shall not change\nthe approval of the Board of Directors of CompuServe for purposes of causing\nSection 203 of the DGCL to be inapplicable to the CompuServe Proposal or the\nstatus of WorldCom and WAC as other than an \"Acquiring Person\" under the\nCompuServe Rights Agreement and shall not directly or indirectly cause a \"Shares\nAcquisition Date\" or a \"Distribution Date\" (as such terms are defined in the\nCompuServe Rights Agreement) to occur.\n\n          (iii)  In addition to the obligations of CompuServe set forth in\nparagraphs (a)(i) and (a)(ii) of this Section 8.14, CompuServe shall immediately\nadvise WorldCom orally and in writing of any request for information or of any\nCompetitive Proposal, the material terms and conditions of such request or\nCompetitive Proposal and the identity of the person making such request or\nCompetitive Proposal.  CompuServe will keep WorldCom fully informed of the\nstatus and details (including amendments or proposed amendments) of any such\nrequest or Competitive Proposal.\n\n       (b) (i) H&R Block shall, and shall direct and use reasonable efforts\nto cause its officers, directors, employees, representatives and agents to,\nimmediately cease any discussions or negotiations with any parties that may be\nongoing with respect to a Competitive Proposal.  H&R Block shall not, nor shall\nit permit any of the H&R Block Entities to, nor shall it authorize or permit any\nof its officers, directors or employees or any investment banker, financial\nadvisor, attorney, accountant or other representative retained by it or any of\nthe H&R Block Entities to, directly or indirectly, (A) solicit, initiate or\nencourage (including by way of furnishing information), or take any other action\ndesigned or reasonably likely to facilitate, any inquiries or the making of any\nproposal which constitutes, or may reasonably be expected to lead to, any\nCompetitive Proposal or (B) participate in any discussions or negotiations\nregarding any Competitive Proposal.\n\n          (ii) In addition to the obligations of H&R Block set forth in\nparagraph (b)(i) of this Section 8.14, H&R Block shall immediately advise\nWorldCom orally and in writing of any request for information or of any\nCompetitive Proposal, the material terms and conditions of such request or\nCompetitive Proposal and the identity of the person making such request or\nCompetitive Proposal.  H&R Block will keep WorldCom fully informed of the status\nand details (including amendments or proposed amendments) of any such request or\nCompetitive Proposal.\n\n     (c) Nothing contained in this Section 8.14 shall prohibit CompuServe from\ntaking and disclosing to its stockholders a position contemplated by Rule 14e-\n2(a) promulgated under the Exchange Act or from making any disclosure to its\nstockholders if, in the good faith \n\n                                       46\n\n \njudgment of the Board of Directors of CompuServe, after consultation with\noutside counsel, failure so to disclose would be inconsistent with its fiduciary\nduties to CompuServe's stockholders, under applicable law; provided, however,\n                                                           --------  -------\nneither CompuServe nor its Board of Directors nor any committee thereof shall,\nexcept as permitted by Section 8.14(a)(ii), as applicable, withdraw or modify,\nor propose publicly to withdraw or modify, its position with respect to the\nCompuServe Proposal or approve or recommend, or propose publicly to approve or\nrecommend, a Competitive Proposal.\n\n          8.15  Other Actions.  Unless such action or omission is required by\napplicable law or otherwise contemplated or permitted by this Agreement\n(including the assignment of the Online Services Business), neither H&R Block,\nBlock Group, nor CompuServe, nor WorldCom nor WAC shall knowingly or\nintentionally take any action or omit to take any action, if such action or\nomission would, or reasonably might be expected to, result in any of the\nrepresentations and warranties set forth herein being or becoming untrue or\ninaccurate or any of the conditions to the Merger set forth in this Agreement or\nto transactions contemplated by the Stockholders Agreement not being satisfied,\nor would adversely affect the ability of CompuServe, Block Group, H&R Block,\nWorldCom or WAC to obtain any consents or approvals required of it for the\nconsummation of the transactions contemplated by this Agreement and the\nStockholders Agreement, without imposition of a condition or restriction which\nwould have a Material Adverse Effect, or would, or might reasonably be expected\nto, materially delay or prevent the holding of the CompuServe Stockholders\nMeeting or the taking of a vote thereat, the filing and clearance of the\nCompuServe Proxy Statement or the filing and effectiveness of the Registration\nStatement or would, or might reasonably be expected to, otherwise materially\nimpair the ability of H&R Block, Block Group, CompuServe, WorldCom or WAC to\nconsummate the transactions contemplated by this Agreement and the Stockholders\nAgreement, in accordance with the terms of this Agreement and the Stockholders\nAgreement or materially delay any such consummation.\n\n          8.16  Cooperation.  Each of H&R Block, Block Group, CompuServe,\nWorldCom and WAC shall use its best efforts (i) to cooperate with each other in\ndetermining whether any filings are required to be made or consents are required\nto be obtained in any jurisdiction prior to the Closing (and the closing under\nthe Stockholders Agreement), in connection with the consummation of the\ntransactions contemplated hereby and thereby and cooperate in making any such\nfilings promptly and in seeking to obtain any such consents in a timely manner,\nor (ii) to take, or cause to be taken, all actions necessary to comply promptly\nwith all legal requirements which may be imposed by agency or court order on\nsuch party (or any subsidiaries or other Affiliates of such party) with respect\nto this Agreement and the Stockholders Agreement, and (iii) to take, or cause to\nbe taken, all actions necessary to obtain (and to cooperate with the other party\nto obtain) any consent, authorization, order or approval of, or any exemption\nby, any Governmental Entity and\/or any other public entity which is required to\nbe obtained or made by such party or any of its subsidiaries or other Affiliates\nin connection with this Agreement and the Stockholders Agreement and the\ntransactions contemplated hereby and thereby.  H&R Block and CompuServe shall\nreasonably cooperate with WorldCom in furnishing financial information relating\nto the Online Services Business, the network services business and any other\nbusiness of CompuServe for periods prior to the Closing to the extent such\ninformation may be required to \n\n                                       47\n\n \nprepare financial information required to be filed under the Securities Act, the\nExchange Act or the rules and regulations\npromulgated by the SEC thereunder.\n\n     8.17  CompuServe and CompuServe Entity Employees.    (a)  All current\nemployees of CompuServe or a CompuServe Entity (\"CompuServe Employees\") as of\nthe Closing shall be employed, immediately after the Closing, by CompuServe or a\nCompuServe Entity.  On and after the Closing, WorldCom shall honor, and cause\nCompuServe to honor, all provisions of all employment or severance agreements or\nplans in effect for CompuServe Employees (or any former employee of CompuServe\nor any CompuServe Entity) as of the Closing.  H&R Block, Block Group and\nCompuServe jointly and severally represent and warrant that Schedule 8.17 is a\n                                                            -------------     \ncomplete list of all such employment and severance agreements and plans existing\nas of the date hereof (the \"Schedule 8.17 Agreements\").  Notwithstanding the\nforegoing, at any time after the Closing, the employment of any CompuServe\nEmployee may be terminated and any Schedule 8.17 Agreement may be amended or\nterminated in accordance with its terms; provided, however, that WorldCom agrees\n                                         --------  -------                      \nthat it shall not, either directly or indirectly through control of CompuServe\nor any CompuServe Entity, provide notice of a materially adverse amendment or\ntermination of any CompuServe severance plan, policy or agreement described in\n                                                                              \nSchedule 8.17 for a period of twelve months following the Closing Date.\n-------------                                                          \n\n     (b) WorldCom, following the Closing Date, shall permit such CompuServe\nEmployees who are retained as CompuServe or CompuServe Entity employees or\nbecome WorldCom employees thereafter, and who were participating in CompuServe\nBenefit Plans immediately prior to the Closing Date, to participate in\ncorresponding employee compensation and benefit plans, programs, policies and\nfringe benefits (including severance and post-employment benefits, if any) of\nWorldCom which shall, in the aggregate, provide the CompuServe Employees with\nbenefits that are comparable to those provided under the CompuServe Benefit\nPlans as of the Closing Date and substantially in accordance with the\neligibility criteria thereof, which shall be of general applicability, it being\nunderstood that such plans, programs, policies and fringe benefits after the\nClosing will be those of WorldCom immediately before the Closing and it being\nfurther understood that such plans, programs, policies or fringe benefits may\nnot be materially and adversely amended, terminated or discontinued for a period\nof six months following the Closing Date unless otherwise required by applicable\nlaw.  Notwithstanding the foregoing, (i) WorldCom may continue (or cause\nCompuServe to continue after the Closing) one or more of the CompuServe Benefit\nPlans, and WorldCom will be deemed to have satisfied its obligations under this\nSection 8.17(b) with respect to the type of benefits provided under such\nCompuServe Benefit Plan(s) and (ii) WorldCom agrees that it will not, either\ndirectly or indirectly through its control of CompuServe, amend in any material\nrespect or terminate the CompuServe Deferred Compensation Plan for a period of\nsix months following the Closing Date.  WorldCom shall credit prior service of\nCompuServe Employees with CompuServe or any CompuServe Entity, as applicable,\nfor purposes of determining the vesting, eligibility, waiting periods or\nqualification of or participation of such employees under WorldCom's benefit\nprograms and any successor benefit programs to the extent that such prior\nservice was recognized under such CompuServe Benefit Plans (which shall include\nseverance, if any, and vacation pay plans but shall not include stock option or\naward plans and shall not result in duplication of benefits); such prior service\ncredited \n\n                                       48\n\n \nunder a WorldCom benefit program shall include service with other entities to\nthe extent that such service is credited by CompuServe or any CompuServe Entity\nfor purposes of any CompuServe Benefit Plan similar to such WorldCom benefit\nplan. Any WorldCom benefit plan which is a Block Group health plan within the\nmeaning of Section 5000(b) of the Code shall waive all pre-existing condition\nlimitations with respect to the CompuServe Employees. WorldCom agrees that the\nvacation benefits of the CompuServe Employees that have accrued and are unused\nas of the Closing Date (including vacation days carried over in accordance with\nthe CompuServe vacation policy) shall be carried over for use after the Closing\nDate in accordance with the CompuServe vacation policy so long as such policy\nremains in effect.\n\n          (c) The parties hereto acknowledge and agree that (i) the consummation\nof the transactions contemplated by this Agreement shall constitute a \"change in\ncontrol\" of CompuServe for purposes of the CompuServe Benefit Plans (including\nthe Schedule 8.17 Agreements) and (ii) the resignation of any officer or\ndirector of CompuServe in his or her position as such pursuant to Section 8.12\nof this Agreement shall not be treated as a voluntary termination of employment\nof such officer or director for purposes of any Section 8.17 Agreement and will\nnot otherwise adversely affect the material rights of such officers or directors\nunder any Section 8.17 Agreement.\n\n          (d) Notwithstanding the provisions of Section 8.17(a), (b) and (c) or\nany other provision of this Agreement, in the event WorldCom assigns or\ntransfers the Online Services Business to AOL (or its Affiliate or assignee),\nWorldCom shall have no obligation hereunder to provide any employment,\ncompensation or benefits to any former employee of the Online Services Business,\nbut WorldCom shall provide, in the documents relating to such assignment or\ntransfer, that AOL (or such Affiliate or assignee) shall provide benefits to\nsuch employees which are substantially equivalent in value to the benefits\notherwise called for under paragraph (b) above.\n\n          8.18  CompuServe Name.  Each of H&R Block and Block Group\nacknowledges that the name \"CompuServe,\" whether alone or in combination with\none or more other words, and including any abbreviations or derivations of such\nname, is an asset of CompuServe and will be an asset solely of CompuServe\nimmediately following the Closing.  Nothing in this Agreement constitutes a\nlicense or transfer of rights in or with respect to the word \"CompuServe\" or any\nsuch abbreviation or derivation to H&R Block, Block Group or any other Person\n(except WorldCom) after the Closing and neither H&R Block, Block Group nor any\nsuch other Person shall use or purport to use, license or otherwise transfer the\nword \"CompuServe\" or any such abbreviation or derivation for any business\npurpose after the Closing.  Following the Closing, each of H&R Block and Block\nGroup agrees to take all actions and to execute all documents and certificates\nas WorldCom may reasonably request to effectuate the intention of this Section\n8.18.\n\n          8.19  Affiliate Letters.  At least 30 days prior to the Closing\nDate, H&R Block, Block Group and CompuServe shall deliver to WorldCom a list of\nnames and addressees of those persons who were, in the reasonable judgment of\nH&R Block, Block Group or CompuServe, as the case may be, at the record date for\nthe CompuServe Stockholders Meeting, \"affiliates\" (each such Person, a \"Rule 145\nAffiliate\") of either H&R Block, Block Group or CompuServe within \n\n                                       49\n\n \nthe meaning of Rule 145 of the rules and regulations promulgated under the\nSecurities Act. H&R Block and Block Group shall execute and deliver, and H&R\nBlock, Block Group and CompuServe shall use all reasonable efforts to deliver or\ncause to be delivered to WorldCom, prior to the Closing Date, from each of their\nrespective Rule 145 Affiliates identified in the foregoing list, an Affiliate\nLetter in the form attached as Exhibit C. WorldCom shall be entitled to place\nlegends as specified in such Affiliate Letters on the certificates evidencing\nany WorldCom Common Shares to be received by such Rule 145 Affiliates pursuant\nto the Merger and terms hereof, and to issue appropriate stop transfer\ninstructions to the transfer agent for the WorldCom Common Shares, consistent\nwith the terms of such Affiliate Letters.\n\n          8.20  Noncompete and Nonsolicitation Agreement.  Subject to the\nsatisfaction of the conditions to its obligations in Article X, below, each of\nH&R Block and Block Group shall execute and deliver to WorldCom at the Closing,\nwithout further consideration, a noncompete and nonsolicitation agreement in\nsubstantially the form attached hereto as Exhibit D (the\n\"Noncompete\/Nonsolicitation Agreement\").\n\n          8.21  Facilities Agreements.  H&R Block hereby agrees that, for a\nperiod of two years following the Closing, it will not terminate any of the\nsublease agreements in effect on the date of this Agreement between H&R Block or\na H&R Block Entity, as sublessor, and CompuServe or a CompuServe Entity, as\nsublessee, governing the use by CompuServe or such CompuServe Entity of office\nspace for the operation of communications processors and attendant equipment,\nprovided, however, that H&R Block or such H&R Block Entity may terminate any\nsuch agreement in accordance with its terms if (i) H&R Block's or such H&R Block\nEntity's tenancy under the applicable master lease agreement is terminated at\nany time or (ii) CompuServe or such CompuServe Entity defaults in payment of\nrent reserved under such sublease or shall materially breach or violate any\nother term, covenant or condition of such sublease or of the applicable master\nlease agreement.\n\n          8.22  SEC and Stockholder Filings.  Each of CompuServe and WorldCom\nshall send to the other a copy of all material public reports and materials as\nand when it sends the same to its stockholders, the SEC or any state or foreign\nsecurities commission.\n\n          8.23  Takeover Statutes.  If any \"fair price,\" \"moratorium,\" \"business\ncombination,\" \"control share acquisition\" or other similar antitakeover statute\nor regulation enacted under state or federal laws in the United States (each a\n                                                                              \n\"Takeover Statute\"), including Section 203 of the DGCL, is or may become\n-----------------                                                       \napplicable to the Merger or the Stockholders Agreement, CompuServe, H&R Block\nand the members of their respective Boards of Directors will grant such\napprovals, and take such actions as are necessary so that the transactions\ncontemplated by this Agreement and the Stockholders Agreement may be consummated\nas promptly as practicable on the terms contemplated hereby and thereby and\notherwise act to eliminate or minimize the effects of any Takeover Statute on\nany of the transactions contemplated hereby or thereby.\n\n          8.24  Comfort Letters.  (a) Upon the request of WorldCom, CompuServe\nshall use reasonable business efforts to provide to WorldCom prior to the\nEffective Time \"comfort letters\" from the independent certified public\naccountants for CompuServe and the CompuServe Entities \n\n                                       50\n\n \ndated the date on which the Registration Statement, or last amendment thereto,\nshall become effective, and dated the Closing Date, addressed to the Board of\nDirectors of each of CompuServe and WorldCom, covering such matters as WorldCom\nshall reasonably request with respect to facts concerning the financial\ncondition of CompuServe and the CompuServe Entities and customary for such\ncertified public accountants to deliver in connection with a transaction similar\nto the Merger.\n\n          (b) Upon the request of CompuServe, WorldCom shall use reasonable\nbusiness efforts to provide to CompuServe prior to the Effective Time \"comfort\nletters\" from the independent certified public accountants for WorldCom and the\nWorldCom Entities dated the date on which the Registration Statement, or last\namendment thereto, shall become effective, and dated the Closing Date, addressed\nto the Board of Directors of CompuServe and WorldCom, covering such matters as\nCompuServe shall reasonably request with respect to facts concerning the\nfinancial condition of WorldCom and the WorldCom Entities and customary for such\ncertified public accountants to deliver in connection with a transaction similar\nto the Merger.\n\n          8.25  Interim Conduct of WorldCom.  WorldCom covenants and agrees with\nH&R Block, Block Group and CompuServe that, except (i) as contemplated in this\nAgreement, or (ii) with the prior written consent of H&R Block, which consent\nshall not be unreasonably withheld, after the date hereof and until the earlier\nof the termination of this Agreement pursuant to Article XI and the Closing\nDate:\n\n          (a) WorldCom will not declare, set aside or pay any dividend or other\ndistribution payable in cash, stock, securities or property other than cash or\nstock dividends on preferred stock or stock dividends;\n\n          (b) WorldCom will not adopt a plan of complete or partial liquidation,\ndissolution or recapitalization of WorldCom; and\n\n          (c) Neither WorldCom nor any WorldCom Entity will enter into an\nagreement, contract, commitment or arrangement to do any of the foregoing, or\nauthorize, recommend, propose or announce an intention to do any of the\nforegoing.\n\n          8.26  Stock Options.  WorldCom and CompuServe hereby agree that all\nCompuServe Stock Options, including all rights, options or similar rights to\nacquire CompuServe Common Stock, shall be canceled as of the Effective Time\nwithout any further liability or obligation of CompuServe thereunder in\naccordance herewith.  On or as soon as practicable following the date of this\nAgreement and prior to the Effective Time, the Board of Directors of CompuServe\n(or, if appropriate, any committee administering the CompuServe Stock Option\nPlans), shall adopt such resolutions or take such other actions as may be\nrequired to cause all CompuServe Stock Options not previously exercised in\naccordance with their terms to be canceled effective immediately prior to the\nEffective Time (or earlier if permitted under the terms thereof), and only\nentitle the holders thereof, upon surrender thereof, to receive an amount in\ncash as set forth on Schedule 8.26 (the \"CompuServe Stock Option  Payments\").\n                     -------------                                           \n\n                                       51\n\n \n                                  ARTICLE IX \n                                        \n                                  TAX MATTERS\n                                        \n\n          9.1  Section 338 Election.    (a)  The parties intend that the\nacquisition of CompuServe by WorldCom through the Merger will constitute a\nqualified stock purchase within the meaning of Section 338(d)(3) of the Code. In\norder to effectuate such intent:\n\n               (i) Block Group acknowledges that pursuant to the terms of this\n     Agreement, as a consequence of the Merger it has the right to receive in\n     exchange for its shares of CompuServe Common Stock either (A) shares of\n     WorldCom Common Stock or  (B) both shares of WorldCom Common Stock and\n     cash, as provided in Section 1.3(a)(ii) above, in either case subject to\n     receipt of cash in lieu of fractional shares as provided in Section 1.3(b)\n     above. In order to allow the transaction contemplated by this Agreement to\n     constitute a qualified stock purchase under Section 338 of the Code and not\n     a tax-free reorganization, by executing this Agreement Block Group hereby\n     elects to receive both shares of WorldCom Common Stock and cash, as\n     provided in Section 1.3(a)(ii), and agrees that such election shall be\n     irrevocable.\n\n               (ii)  H&R Block (as the common parent of the selling consolidated\n     group within the meaning of Section 338(h)(10) of the Code), WorldCom and\n     CompuServe shall jointly make timely and irrevocable elections under\n     Section 338(h)(10) of the Code (which elections shall be made with respect\n     to the CompuServe and each of the eligible CompuServe Entities requested by\n     WorldCom) and, if permissible, similar elections under any applicable\n     state, local or foreign income tax laws (jointly, the \"Elections\"). H&R\n     Block and WorldCom agree to report the transfer of the CompuServe Common\n     Shares (and the deemed sale of the shares of the affected CompuServe\n     Entities) under this Agreement consistent with such Election and agree not\n     to take any action that could cause such Election to be invalid, and shall\n     take no position contrary thereto unless required to do so pursuant to a\n     determination (as defined in Section 1313(a) of the Code or any similar\n     state, local or foreign tax provision).\n\n     (b)    (i)  To the extent possible, WorldCom, H&R Block, and CompuServe\nagree to execute at the Closing any and all forms necessary to effectuate the\nElection (including Internal Revenue Service Form 8023-A and any similar forms\nunder applicable state, local and foreign income tax laws (the \"Section 338\nForms\")).  In the event, however, any Section 338 Forms are not executed at the\nClosing, WorldCom, H&R Block and CompuServe agree to prepare and complete each\nsuch Section 338 Form no later than 10 Business Days prior to the date such\nSection 338 Form is required to be filed.  H&R Block and WorldCom shall each\ncause the Section 338 Forms to be duly executed by an authorized person for H&R\nBlock and WorldCom, in each case, and shall duly and timely file the Section 338\nForms in accordance with applicable tax laws and the terms of this Agreement.\n\n                                       52\n\n \n          (ii) As soon as practicable after the Closing Date, WorldCom shall\n     deliver to H&R Block a written notice setting forth (with reasonable\n     specificity) WorldCom's good faith calculation of (1) the Modified\n     Aggregate Deemed Sales Price (as defined below) and the allocation thereof\n     among the assets of CompuServe and of the affected CompuServe Entities in\n     accordance with the principles of Treasury Regulation (S)1.338(h)(10)-\n     1(f)(1)(ii) and (2) the adjusted grossed-up basis of the assets of\n     CompuServe and of the assets of the affected CompuServe Entities pursuant\n     to Treasury Regulation (S)1.338(h)(10) - 1(e)(5) (the \"Deemed Purchase\n     Price\") (collectively, \"Buyer's Allocation\").  Within 20 Business Days\n     after receipt thereof, H&R Block shall deliver to WorldCom written notice\n     indicating whether H&R Block agrees or disagrees with Buyer's Allocation.\n     If H&R Block agrees with Buyer's Allocation or if H&R Block fails to\n     deliver such written notice within such 20 Business Days, Buyer's\n     Allocation shall constitute the \"Agreed Allocation.\"  If H&R Block provides\n     timely written notice to WorldCom of any disagreement with Buyer's\n     Allocation, the Agreed Allocation shall be determined through the Tax\n     Settlement Procedure.  Except as determined to the contrary by the\n     appropriate taxing authority upon an audit of its (or its Affiliates') Tax\n     Returns, each of H&R Block, CompuServe, the affected CompuServe Entities\n     and WorldCom shall file all Tax Returns consistent with the Agreed\n     Allocation.  For purposes of this Section 9.1, the term \"Modified Aggregate\n     Deemed Sales Price\" shall mean the amount resulting from the Elections,\n     determined pursuant to Treasury Regulation (S)1.338(h)(10)-1(f) without\n     regard to items described in Treasury Regulation (S)1.338(h)(10)-\n     1(f)(4)(ii) (it being understood that H&R Block may take such items into\n     account in filing Tax Returns).\n\n     (c) For purposes of this Agreement, the \"Tax Settlement Procedure\" is as\nfollows:\n\n     Upon receipt by H&R Block or by WorldCom, as the case may be (the\n\"Calculating Party\"), of notice from the other party (the \"Disputing Party\") of\ndisagreement with any Tax calculation or determination supplied by the\nCalculating Party, the Calculating Party and the Disputing Party shall begin\ngood faith negotiations to resolve such disagreement.  If the Calculating Party\nand the Disputing Party are able to resolve such disagreement within ten\nBusiness Days after the Calculating Party's receipt of notice of disagreement\n(or any longer period mutually agreed to by the parties), the relevant amount\nwill become the amount agreed upon by the Calculating Party and the Disputing\nParty.  If the Calculating Party and the Disputing Party are unable to resolve\nany disagreement within ten (10) Business Days after the Calculating Party's\nreceipt of notice of disagreement, the Calculating Party and the Disputing Party\nshall jointly request the national office of Arthur Andersen LLP, or, if such\nfirm is unavailable, another independent nationally recognized auditing firm\nselected by the parties (the \"Tax Settlement Auditor\") to resolve any issue in\ndispute as soon as possible and shall cooperate with the Tax Settlement Auditor\nto resolve such dispute.  The Tax Settlement Auditor shall make a determination\nwith respect to all disputed issues, which determination shall be set forth in a\nwritten report delivered to the Calculating Party and the Disputing Party.  The\nCalculating Party and the Disputing Party shall each pay one-half of the fees\nand expenses of the Tax Settlement Auditor with respect to such determination.\n\n                                       53\n\n \n     9.2  Tax Indemnification.    (a)  H&R Block and the H&R Block Entities\n(other than CompuServe and the CompuServe Entities) jointly and severally shall\nbe responsible for, shall pay or cause to be paid, and shall indemnify and hold\nharmless WorldCom and WAC and, after the Closing, CompuServe and the CompuServe\nEntities (subject to the obligations of CompuServe and the CompuServe Entities\nto make payments under Section 9.2(j)) and each of their respective successors-\nin-interest from and against any and all Losses and Expenses for or in respect\nof each of the following:\n\n          (i) Any and all Taxes with respect to any taxable period of CompuServe\n     or any of the CompuServe Entities (or any predecessor) ending on or before\n     the Closing Date (including any and all Taxes arising as a result of the\n     Elections), but excluding any transactions occurring after the Closing\n     (other than the Elections) which are not related to the Merger and the\n     other transactions contemplated by this Agreement (\"Excluded\n     Transactions\");\n\n          (ii) Any and all Taxes resulting from CompuServe or any of the\n     CompuServe Entities (or any predecessor) having been (or ceasing to be)\n     included in any affiliated, consolidated, combined or unitary Tax Return\n     that included CompuServe or any of the CompuServe Entities (or any\n     predecessor) for any taxable period (or portion thereof) ending on or\n     before the Closing Date (including any liability for Taxes resulting from\n     an acceleration of an \"intercompany transaction\" within the meaning of\n     Treasury Regulation (S)1.1502-13(d), any deferred income triggered by\n     Treasury Regulation (S)1.1502-14, and any excess loss accounts taken into\n     income under Treasury Regulation (S)1.1502-19 or any analogous or similar\n     provisions under state, local or foreign law or any predecessor provision\n     or regulation) that occurred on or before the Closing Date (but excluding\n     the Excluded Transactions);\n\n          (iii)  Any and all Taxes of any member of an affiliated, consolidated,\n     combined or unitary group (other than CompuServe or any CompuServe Entity)\n     of which CompuServe or any CompuServe Entity (or any predecessor) is or was\n     a member on or prior to the Closing Date, by reason of the liability of\n     CompuServe or any CompuServe Entity (i) pursuant to Treasury Regulation\n     (S)1.1502-6(a) or any analogous or similar state, local or foreign law or\n     regulation, (ii) as a transferee or successor, or (iii) by contract or\n     otherwise (including under any Tax sharing, Tax indemnity, Tax allocation\n     or similar contracts (whether or not written) to which CompuServe or any of\n     the CompuServe Entities, any predecessor of CompuServe or any of the\n     CompuServe Entities, or any transferor to CompuServe or any of the\n     CompuServe Entities, is a party or is obligated thereunder;\n\n          (iv) Any and all Employment and Withholding Taxes with respect to all\n     periods prior to and as of the Closing Date;\n\n          (v) To the extent not previously paid, any and all real property Taxes\n     allocable to CompuServe or any CompuServe Entity (or any predecessor)\n     pursuant to Section 9.2(c) hereof (excluding real property Taxes resulting\n     from the Excluded Transactions \n\n                                       54\n\n \n     and any increase in real property Taxes arising from a revaluation of the\n     property as a result of the sale of the CompuServe Common Shares or the\n     Elections);\n\n          (vi) Any and all Taxes allocable to H&R Block, CompuServe or any\n     CompuServe Entity pursuant to Section 9.2(c) hereof and not previously paid\n     thereunder; and\n\n          (vii)  Any breach of any representation or warranty contained in\n     Section 3.10 or of any covenant of H&R Block or any other H&R Block Entity\n     contained in Section 9.2.\n\n     (b) WorldCom agrees to indemnify and hold harmless H&R Block and the other\nH&R Block Entities from and against (and H&R Block and the other H&R Block\nEntities shall have no liability under Section 9.2(a) on account of) any and all\nLosses and Expenses for or in respect of any and all Taxes of CompuServe or any\nof the CompuServe Entities (or any predecessor) that are not described in\nSection 9.2(a) (including Taxes resulting from an Excluded Transaction).\n\n     (c) H&R Block and WorldCom shall, to the extent permitted by applicable\nlaw, elect with the relevant taxing authority to close the taxable period of\nCompuServe and the CompuServe Entities on the Closing Date.  In any case where\napplicable law does not permit CompuServe or any CompuServe Entity to close its\ntaxable year on the Closing Date (and in the case of Taxes described in Section\n9.2(a)(v)), Taxes attributable to the taxable period of CompuServe or any\nCompuServe Entity beginning on or before and ending after the Closing Date shall\nbe allocated (i) to H&R Block for the period up to and including the Closing\nDate (excluding any Excluded Transaction and any increase in real property Taxes\narising from a revaluation of the property as a result of the merger or the\nElections), and (ii) to WorldCom, CompuServe or any CompuServe Entity, as\nappropriate, for the period subsequent to the Closing Date (including any\nExcluded Transaction and any increase in real property Taxes arising from a\nrevaluation of the property as a result of the merger or the Elections).  Any\nallocation required to determine any Taxes attributable to any period beginning\non or before and ending after the Closing Date (including any Taxes resulting\nfrom a Tax audit or administrative or court proceeding) shall be made by means\nof a closing of the books and records of CompuServe and the CompuServe Entities\nas of the close of business on the Closing Date, excluding any Excluded\nTransaction, and, to the extent not susceptible to such allocation, by\napportionment on the basis of elapsed days, except that extraordinary items\ndescribed in Treasury Regulation (S)1.1502-76(b)(2)(ii)(C) shall be allocated to\nthe day that they are taken into account. Real property Taxes (excluding those\narising from any Excluded Transaction and any increase in such Taxes arising\nfrom a revaluation of the property as a result of the merger or the Elections)\nshall be allocated on the basis of elapsed days.\n\n     (d)  (i)  Promptly after receipt by WorldCom, WAC, CompuServe or any of the\n     CompuServe Entities of written notice of the assertion or commencement of\n     any claim, audit, examination, or other proposed change or adjustment by\n     any taxing authority concerning any Tax covered by Section 9.2(a) (each a\n     \"Tax Claim\"), WorldCom shall notify H&R Block.  Such notice shall contain\n     factual information (to the extent known by \n\n                                       55\n\n \n     WorldCom, CompuServe or any of the CompuServe Entities) describing the\n     asserted Tax Claim in reasonable detail and shall include copies of any\n     notice or other document received from any taxing authority in respect of\n     any such asserted Tax Claim. The failure of WorldCom to give H&R Block\n     prompt notice as provided herein shall not relieve H&R Block of any of its\n     obligations under Section 9.2, except and only to the extent that H&R Block\n     is materially prejudiced by such failure.\n\n          (ii) H&R Block shall promptly notify WorldCom of the commencement of\n     any claim, audit, examination or other proposed change or adjustment by any\n     taxing authority which could reasonably be expected to affect the liability\n     of CompuServe or any of the CompuServe Entities for Taxes.  Such notice\n     shall contain factual information (to the extent known by H&R Block or any\n     H&R Block Entities) describing the asserted Tax Claim in reasonable detail\n     and shall include copies of any notice or other document received from any\n     taxing authority in respect of any such asserted Tax Claim.  The failure of\n     H&R Block to give WorldCom prompt notice as provided herein shall not\n     relieve WorldCom of any of its obligations under Section 9.2, except and\n     only to the extent that WorldCom or any of the WorldCom Entities (including\n     CompuServe and any of the CompuServe Entities) is materially prejudiced by\n     such failure.\n\n          (iii)  H&R Block shall have the sole right to represent CompuServe's\n     or any of the CompuServe Entities' interests in any Tax audit or\n     administrative or court proceeding relating to any Tax covered by Section\n     9.2(a) and to employ counsel of its choice, provided that if the results of\n     such Tax audit or proceeding could reasonably be expected to be material to\n     WorldCom, CompuServe, any of the CompuServe Entities or their Affiliates\n     for any taxable period including or ending after the Closing Date, then H&R\n     Block and WorldCom shall jointly control the defense and settlement of any\n     such Tax audit or proceeding and each party shall cooperate with the other\n     party at its own expense and there shall be no settlement or closing or\n     other agreement with respect thereto without the consent of the other\n     party, which consent shall not be unreasonably withheld; provided, however,\n     for a Tax audit or proceeding with respect to any Seller Consolidated and\n     Combined Return, WorldCom shall only be entitled to participate actively\n     with respect to those issues as to which they have an interest and not\n     control jointly the settlement of the entire audit.  H&R Block shall\n     promptly notify WorldCom if it decides not to control the defense or\n     settlement of any such Tax audit or administrative or court proceeding and\n     WorldCom thereupon shall be permitted to defend and settle such Tax audit\n     or proceeding.\n\n     (e)  (i)  H&R Block shall properly prepare or cause to be properly\n     prepared, and shall timely file or cause to be timely filed, (x) all Tax\n     Returns which include CompuServe or any CompuServe Entities required to be\n     filed on or before the Closing Date, and (y) all Tax Returns which include\n     CompuServe or any CompuServe Entities or their assets or operations for all\n     taxable periods of CompuServe and of the CompuServe Entities ending on or\n     before the Closing Date (which Tax Returns shall include CompuServe and the\n     CompuServe Entities and the reportable items from the assets or operations\n     of CompuServe and the CompuServe Entities through and including the \n\n                                       56\n\n \n     Closing Date). Such Tax Returns (insofar as they relate to CompuServe or\n     any of the CompuServe Entities) shall be prepared in a manner consistent\n     with past practices and prior audit adjustments and H&R Block shall pay or\n     cause to be paid all Taxes shown as due on such Tax Returns or otherwise\n     levied or assessed upon CompuServe or any of the CompuServe Entities or any\n     of their assets on or prior to the Closing Date. Insofar as they relate to\n     CompuServe and the CompuServe Entities, such Tax Returns shall be provided\n     to WorldCom for WorldCom's review and comment 20 Business Days prior to\n     filing, and WorldCom shall be entitled to suggest to H&R Block any\n     reasonable changes to such Tax Returns, which suggestions may be rejected\n     by H&R Block in its discretion. H&R Block shall, subsequent to the Closing\n     Date, provide written notice to WorldCom of its intent to file any amended\n     Tax Return or claim for refund with respect to any taxable period ending on\n     or prior to the Closing Date that could reasonably be expected to be\n     material to WorldCom, CompuServe, any of the CompuServe Entities, or their\n     Affiliates for any taxable period including or ending after the Closing\n     Date, and H&R Block shall not make such filing without the consent of\n     WorldCom, which consent shall not be unreasonably withheld.\n\n          (ii) Except as set forth in clause (i) above, WorldCom shall be\n     responsible for the filing and payment (subject to WorldCom's right to\n     indemnification to the extent provided in Section 9.2(a)) of all other Tax\n     Returns required to be filed after the Closing Date by or on behalf of\n     CompuServe and any of the CompuServe Entities, or with respect to their\n     assets and operations. WorldCom shall, subsequent to the Closing Date,\n     provide written notice to H&R Block of its intent to file any amended Tax\n     Return that could reasonably be expected to be material to H&R Block, and\n     WorldCom shall not make such filing without the consent of H&R Block, which\n     consent shall not be unreasonably withheld.\n\n          (iii)  With respect to any Tax Return required to be filed by WorldCom\n     for a taxable period of CompuServe or any of the CompuServe Entities\n     beginning on or before the Closing Date and ending after the Closing Date,\n     WorldCom shall deliver, at least 30 Business Days prior to the due date for\n     filing such Tax Return (including extensions), to H&R Block a statement\n     setting forth the amount of Tax allocated to H&R Block pursuant to Section\n     9.2(c), (the \"Tax Statement\") and copies of such Tax Returns, and WorldCom\n     shall cause CompuServe and the CompuServe Entities to pay all Taxes shown\n     as due on such Tax Returns. H&R Block shall have the right to review such\n     Tax Return and the Tax Statement prior to the filing of such Tax Return and\n     to suggest to WorldCom any reasonable changes to such Tax Returns.  Any\n     disagreement between the parties will be resolved through the Tax\n     Settlement Procedure.  If the Tax Settlement Auditor is unable to make a\n     determination with respect to any disputed issue within five Business Days\n     prior to the due date (including extensions) for the filing of the Tax\n     Return in question, then WorldCom may file such Tax Return on the due date\n     (including extensions) therefor without such determination having been made\n     and without H&R Block's consent.  Notwithstanding the filing of such Tax\n     Return, the Tax Settlement Auditor shall make a determination with respect\n     to any disputed issue, and the amount of Taxes that are allocated to H&R\n     Block pursuant to Section 9.2(c) or Section 9.2(a)(v), as the case may \n\n                                       57\n\n \n     be, shall be as determined by the Tax Settlement Auditor. The fees and\n     expenses of the Tax Settlement Auditor shall be paid one-half by WorldCom,\n     on the one hand, and one-half by H&R Block, on the other. Nothing in this\n     Section 9.2(e)(iii) shall excuse H&R Block from its indemnification\n     obligations pursuant to Section 9.2 hereof if the amount of Taxes as\n     ultimately determined (on audit or otherwise), for the periods covered by\n     such Tax Returns and which are allocable to H&R Block pursuant to Section\n     9.2(c) or Section 9.2(a)(v), as the case may be, exceeds the amount\n     determined under this Section 9.2(e)(iii).\n\n          (iv) H&R Block and WorldCom shall cooperate fully with each other and\n     make available to each other in a timely fashion such Tax data and other\n     information as may be reasonably required by H&R Block or WorldCom for the\n     preparation and timely filing of any Tax Returns required to be prepared\n     and filed by H&R Block, WorldCom, CompuServe or any CompuServe Entity\n     hereunder (or by AOL as assignee of the Online Services Business) or in\n     connection with the preparation or filing of any election, claim for\n     refund, consent or certification.\n\n     (f) H&R Block and WorldCom shall provide to each other, and WorldCom shall\ncause CompuServe and the CompuServe Entities to provide to H&R Block, full\naccess, at any reasonable time and from time to time, at the business location\nat which the books and records are maintained, after the Closing Date, to such\nTax data of CompuServe and the CompuServe Entities as H&R Block or WorldCom, as\nthe case may be, may from time to time reasonably request and shall furnish, and\nrequest the independent accountants and legal counsel of H&R Block, WorldCom,\nCompuServe and the CompuServe Entities to furnish to H&R Block, WorldCom,\nCompuServe and the CompuServe Entities as the case may be, such additional Tax\nand other information and documents in the possession of such persons as H&R\nBlock, WorldCom, CompuServe and the CompuServe Entities may from time to time\nreasonably request.\n\n     (g) Any claim for indemnity hereunder may be made at any time prior to 60\nBusiness Days after the expiration of the applicable Tax statute of limitations\nwith respect to the relevant taxable period (including all extensions obtained,\nwhether automatic or permissive).\n\n     (h) The party seeking indemnification or other payment pursuant to this\nSection 9.2 shall give the other party written notice of claim for\nindemnification or payment, which notice shall include a calculation of the\namount of the requested indemnity or other payment and shall furnish to the\nother party copies of all books, records and other information reasonably\nrequested by the other party to the extent necessary to substantiate such claim\nand verify the amount thereof.  If reasonably necessary in order to make or\nsubstantiate a claim (or to determine if a claim should be made), each party\nshall be permitted access to the other party's books, records and other\ninformation in connection therewith.  The party requested to make any indemnity\nor other payment pursuant to this Section 9.2 shall deliver to the party\nrequesting payment, within 20 Business Days after receiving both the foregoing\nnotice and all books, records and other information reasonably requested by it,\na detailed statement describing its objections (if any) thereto.  Any such\nobjections will be resolved through the Tax Settlement Procedure.\n\n                                       58\n\n \n     (i) H&R Block shall be responsible for, shall pay or cause to be paid, and\nshall indemnify and hold harmless WorldCom, WAC, CompuServe, and the CompuServe\nEntities, from and against any Losses and Expenses arising after the Closing\nDate arising under any Tax sharing, Tax indemnity, Tax allocation or similar\ncontracts (whether or not written) to which CompuServe or any of the CompuServe\nEntities, any predecessor of CompuServe or any of the CompuServe Entities, or\nany transferor to CompuServe or any of the CompuServe Entities, is a party or is\nobligated thereunder (other than the tax sharing agreement between H&R Block and\nCompuServe dated April 22, 1996), in each case on or prior to the Closing Date.\nNone of WorldCom, WAC, CompuServe or any of the CompuServe Entities shall have\nany liability pursuant to any such agreement after the Closing Date.\n\n          (j) All Tax sharing agreements between H&R Block and CompuServe shall\nbe terminated as of the Closing Date except for the Tax Sharing Agreement\nbetween CompuServe and H&R Block dated April 22, 1996, as currently in effect,\nwhich shall continue to apply as provided therein, except to the extent\ninconsistent with the provisions of this Section 9.2, it being the intent of the\nparties that CompuServe shall be entitled to all the benefits payable and shall\nbe subject to all the liabilities under that agreement (subject to adjustment as\nprovided therein) with respect to the taxable periods it was a member of the H&R\nBlock Group (as defined in that agreement); provided, however, any amounts due\nand payable under that agreement shall be computed without taking into account\nthe Taxes resulting from the Elections (i.e., as though the Elections were not\nmade) to the extent such Tax liabilities are subject to indemnification under\nSection 9.2.\n\n     9.3  Tax Related Adjustments.  (a)  H&R Block and WorldCom agree that any\nindemnity payment made under this Agreement shall be treated by the parties on\ntheir Tax Returns as an adjustment to the Exchange Ratio.  If, notwithstanding\nsuch treatment by the parties, any indemnity payment is determined to be taxable\nto (i) H&R Block (other than as an adjustment to the Exchange Ratio) or (ii)\nWorldCom, WAC, CompuServe or any CompuServe Entity, for federal income Tax\npurposes by the IRS, the indemnifying party shall indemnify the indemnified\nparty for any additional federal income Taxes payable by the indemnified party\nby reason of the receipt or accrual of such indemnity payment (including any\npayments under this Section 9.3).\n\n     (b) An indemnity payment otherwise due and payable hereunder shall be\ndecreased (but not below zero) to the extent of any net actual reduction in\nfederal income Tax liability that is actually realized by the indemnified party\nat the time of its payment of an indemnifiable loss.\n\n     (c) WorldCom shall pay to H&R Block, any refund of any Tax for which H&R\nBlock is responsible under Section 9.2(a) other than as a result of a carryback\nof any credit or deduction from a taxable year ending after the Closing Date.\nWorldCom shall pay to H&R Block such refund (including interest received\nthereon) (reduced by any actual Tax increase or actual Tax detriment to\nWorldCom, WAC, CompuServe or any of the CompuServe Entities as a result of the\nreceipt thereof, but increased by any actual Tax benefit resulting from such\npayment) promptly upon receipt thereof by the recipient thereof.  WorldCom\nshall, if H&R Block requests, \n\n                                       59\n\n \ncause the relevant entity to file for and obtain any refunds or equivalent\namounts to which H&R Block is entitled under this Section 9.3(c), and WorldCom\nshall permit H&R Block to principally control the prosecution of any such refund\nclaim, provided, however, that WorldCom must consent to any such refund claim,\nwhich consent may not be unreasonably withheld, and that any such refund claim\nshall be at the sole expense of the H&R Block.\n\n          9.4  Transfer Taxes.  All transfer, documentary, sales, use, stamp,\nregistration and other such Taxes and fees (including any penalties and\ninterest) (\"Transfer Taxes\") incurred in connection with the effectuation of the\nMerger and all transactions pursuant to this Agreement (including the Elections)\nshall be shared equally by H&R Block and WorldCom..  Any Tax Returns that must\nbe filed in connection with Transfer Taxes shall be prepared by H&R Block.  At\nleast 20 Business Days prior to the date such Tax Returns are to be filed, H&R\nBlock shall provide copies of any such Tax Returns to WorldCom for WorldCom's\nreview.  Any dispute as to the amount of such Taxes shall be resolved in\naccordance with the Tax Settlement Procedure.  H&R Block and WorldCom shall\ncooperate in the timely completion and filing of all such Tax Returns.\n\n                                 ARTICLE X\n                                        \n                             CONDITIONS TO CLOSING\n\n          10.1 Mutual Conditions. The respective obligations of each party to\nconsummate the Merger shall be subject to the satisfaction, at or prior to the\nClosing, of the following conditions:\n\n          (a) The holders of the requisite number of CompuServe Common Shares\nshall have duly and validly approved and adopted this Agreement;\n\n          (b) Any mandatory waiting period (and any extension thereof)\napplicable to the consummation of the Merger under the HSR Act, any foreign\ncompetition law or similar law shall have expired or been terminated;\n\n          (c) No Governmental Entity shall have enacted, issued, promulgated,\nenforced or entered any statute, rule, regulation, injunction or other order,\nwhether temporary, preliminary or permanent, which is in effect and which has or\nwould have the effect of making the transactions contemplated by this Agreement\nillegal or restraining or prohibiting consummation of such transactions;\n\n          (d) The Registration Statement shall have been declared effective, no\nstop order with respect to the Registration Statement shall be in effect, and no\nproceeding for that purpose shall have been instituted or threatened by the SEC;\n\n          (e) The WorldCom Common Shares to be issued in connection with the\nMerger shall have been approved for quotation on NASDAQ, subject to official\nnotice of issuance; and\n\n                                       60\n\n \n          (f) There shall not have occurred and be continuing any general\nbanking moratorium in the United States or any general suspension of trading of\nsecurities on any national stock exchange or in the over-the-counter market.\n\n          10.2 Conditions to Obligations of WorldCom and WAC. The obligations of\nWorldCom and WAC to consummate the Merger shall be subject to the satisfaction,\nat or prior to the Closing, of the following conditions (any of which may be\nwaived prior to the Closing by WorldCom):\n\n          (a) The representations and warranties of H&R Block, Block Group and\nCompuServe set forth in this Agreement that are qualified by Material Adverse\nEffect or otherwise as to materiality shall be true and correct, and those that\nare not so qualified shall be true and correct except for failures to be true\nand correct as would not have a Material Adverse Effect on CompuServe, as of the\ndate of this Agreement and as of the Closing as though made at and as of the\nClosing, except to the extent that such representations and warranties expressly\nrelate to a specific earlier date (in which case such representations and\nwarranties that are qualified by a Material Adverse Effect shall be true and\ncorrect, and those that are not so qualified shall be true and correct except\nfor failures to be true and correct as would not, individually or in the\naggregate, have a Material Adverse Effect on CompuServe, on and as of such\nearlier date).  None of the representations or warranties regarding CompuServe\nor any of the CompuServe Entities contained in Article III, disregarding any\nqualifications regarding materiality (including any reference to Material,\nMaterial Adverse Change or Material Adverse Effect), shall be untrue or\nincorrect, except for such untrue or incorrect representations or warranties\nthat, when taken together as a whole, do not constitute a Material Adverse\nEffect.\n\n          (b)  Neither CompuServe nor any CompuServe Entity shall have suffered\na Material Adverse Change from the date of the CompuServe Balance Sheet to the\nClosing Date.\n\n          (c) Each of the covenants and agreements of H&R Block, CompuServe and\nBlock Group to be performed or observed at or prior to the Closing Date pursuant\nto the terms hereof shall have been duly performed or observed except where such\nfailure would not have a Material Adverse Effect on CompuServe or would not\nmaterially impair the ability of H&R Block, Block Group or CompuServe to\nconsummate the Merger and the other transactions contemplated hereby.\n\n          (d) WorldCom shall have been furnished with certificates, executed by\nduly authorized officers of H&R Block, CompuServe and Block Group, as the case\nmay be, dated the Closing Date, certifying as to the fulfillment of the\nconditions set forth in the immediately preceding clauses (a) and (c) and\nSection 10.1(a), which certificates shall constitute a restatement of each such\nparty's representations and warranties as of the Closing Date, except to the\nextent a representation or warranty is specifically limited to a particular\ndate.\n\n          (e) WorldCom shall have received opinions of counsel to H&R Block,\nBlock Group and CompuServe, dated as of the Closing Date, in form and substance\nreasonably satisfactory to WorldCom, covering the matters set forth in Exhibit\nE.\n\n                                       61\n\n \n          (f) No Governmental Entity shall have enacted, issued, promulgated,\nenforced or entered any statute, rule, regulation, injunction or other order,\nwhether temporary, preliminary or permanent, which is in effect which would\nimpose Material restrictions on the conduct of WorldCom's business or\nCompuServe's business following consummation of the Merger.\n\n          (g) WorldCom shall have received the opinion of counsel to WorldCom,\ndated as of the Closing Date, in form and substance reasonably satisfactory to\nWorldCom, covering the Tax matters set forth in Exhibit F.\n\n          (h) Each of H&R Block and Block Group shall have executed and\ndelivered to WorldCom an Affiliate Letter in the form attached hereto as Exhibit\nC executed by an authorized officer of each of H&R Block and Block Group.\n\n          (i) The Standstill Agreement shall have been duly and validly executed\nand delivered by each of H&R Block and Block Group to WorldCom and shall be a\nvalid and binding obligation of  each of H&R Block and Block Group enforceable\nagainst H&R Block and Block Group in accordance with its terms.\n\n          (j) The Noncompete\/Nonsolicitation Agreement in the form attached as\nExhibit D shall have been duly and validly executed and delivered by each of H&R\nBlock and Block Group to WorldCom and shall be a valid and binding obligation of\neach of H&R Block and Block Group enforceable against H&R Block and Block Group\nin accordance with its terms.\n\n          (k) The conditions to closing set forth in Section 7.1(a) (in the form\nexisting as of the date of this Agreement) of the Purchase and Sale Agreement,\ndated as of the date of this Agreement, by and among WorldCom, AOL and ANS shall\nhave been satisfied or waived by the applicable party.\n\n          10.3  Conditions to Obligations of H&R Block, Block Group and\nCompuServe.    The obligations of H&R Block, Block Group and CompuServe to\nconsummate the Merger shall be subject to the satisfaction, at or prior to the\nClosing, of the following conditions (any of which may be waived prior to the\nClosing by H&R Block, Block Group or CompuServe):\n\n          (a) The representations and warranties of WorldCom and WAC set forth\nin this Agreement that are qualified by Material Adverse Effect or otherwise as\nto materiality shall be true and correct, and those that are not so qualified\nshall be true and correct except for failures to be true and correct as would\nnot have a Material Adverse Effect on WorldCom as of the date of this Agreement\nand as of the Closing as though made at and as of the Closing, except to the\nextent that such representations and warranties expressly relate  to a specific\nearlier date (in which case such representations and warranties that are\nqualified by a Material Adverse Effect shall be true and correct, and those that\nare not so qualified shall be true and correct except for failures to be true\nand correct as would not, individually or in the aggregate, have a Material\nAdverse Effect on WorldCom, on and as of such earlier date).\n\n                                       62\n\n \n          (b) Each of the covenants and agreements of WorldCom and WAC to be\nperformed or observed at or prior to the Closing Date pursuant to the terms\nhereof shall have been duly performed or observed except where such failure\nwould not have a Material Adverse Effect on  WorldCom or WAC or would not\nmaterially impair the ability of WorldCom or WAC to consummate the Merger and\nthe other transactions contemplated hereby.\n\n          (c) Each of CompuServe, Block Group and H&R Block shall have been\nfurnished with a certificate, executed by a duly authorized officer of WorldCom,\ndated the Closing Date, certifying as to the fulfillment of the conditions set\nforth in the immediately preceding clauses (a) and (b), which certificate shall\nconstitute a restatement of WorldCom's and WAC's representations and warranties\nas of the Closing Date, except to the extent a representation or warranty is\nspecifically limited to a particular date.\n\n          (d) Each of CompuServe, Block Group and H&R Block shall have received\nopinions of counsel to WorldCom, dated as of the Closing Date, in form and\nsubstance reasonably satisfactory to H&R Block, Block Group and CompuServe,\ncovering the matters set forth in Exhibit G.\n\n          (e) Each of Block Group and H&R Block shall have received the opinion\nof counsel of Block Group and H&R Block, dated as of the Closing Date, covering\nthe Tax matters set forth in Exhibit H.\n\n     (f) The Registration Rights Letter in the form attached as Exhibit I shall\nhave been duly and validly executed and delivered by WorldCom to Block Group and\nshall be a valid and binding obligation of WorldCom enforceable against it in\naccordance with its terms.\n\n                                 ARTICLE XI\n\n                       TERMINATION, AMENDMENT AND WAIVER\n\n          11.1 Termination. This Agreement may be terminated at any time prior\nto the Closing, whether before or after adoption and approval of the CompuServe\nProposal by the holders of CompuServe Common Shares:\n\n     (a)  By mutual written consent of WorldCom, H&R Block, Block Group and\n          CompuServe;\n\n     (b)  by any of WorldCom, H&R Block, Block Group or CompuServe if the\n          Closing shall not have occurred on or before March 1, 1998, unless the\n          failure to do so is the result of a breach of this Agreement by the\n          party seeking to terminate this Agreement (for which purposes\n          CompuServe shall be deemed to include H&R Block and Block Group, if\n          CompuServe is seeking to terminate this Agreement, and each of H&R\n          Block and Block Group shall be deemed to include CompuServe and each\n          other, if either H&R Block or Block Group is seeking to terminate this\n          Agreement);\n\n                                       63\n\n \n     (c)  by WorldCom, if there occurs a breach by H&R Block, Block Group or\n          CompuServe under Section 8.14;\n\n     (d)  by WorldCom, in the event of a breach by H&R Block, Block Group or\n          CompuServe of any representation, warranty, covenant or other\n          agreement contained in this Agreement which (i) would result in the\n          failure of a condition set forth Section 10.2 and (ii) cannot be or\n          has not been cured by March 1, 1998 (a \"H&R Block Material Breach\" or\n          a \"CompuServe Material Breach,\" as the case may be), provided that\n          there is not then a WorldCom Material Breach (as hereinafter defined);\n\n     (e)  by H&R Block, Block Group or CompuServe, in the event of a breach by\n          WorldCom of any representation, warranty, covenant or other agreement\n          contained in this Agreement which (i) would result in the failure of a\n          condition set forth in Section 10.3 and (ii) cannot be or has not been\n          cured by March 1, 1998 (a \"WorldCom Material Breach\"), provided that\n          there is not then a CompuServe Material Breach or H&R Block Material\n          Breach;\n\n     (f)  by WorldCom if (i) the Board of Directors of CompuServe or any\n          committee thereof shall have withdrawn or modified in a manner adverse\n          to WorldCom its approval or recommendation of the CompuServe Proposal,\n          or failed to reconfirm its recommendation within fifteen business days\n          after a written request to do so, or approved or recommended any\n          Competitive Proposal or (ii) the Board of Directors of CompuServe or\n          any committee thereof shall have resolved to take any of the foregoing\n          actions;\n\n     (g)  by CompuServe, if the Average Trading Price of a WorldCom Common Share\n          is less than $24.00.\n\n     11.2 Effect of Termination. In the event of termination of this Agreement\nas provided in Section 11.1, this Agreement shall forthwith become void and be\nof no further legal effect, without any liability or obligation on the part of\nany party, other than the provisions of this Section 11.2 and Sections 8.4, 8.9,\n11.5, 12.2, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.10 and 12.11 and except that\nnothing herein shall relieve any party from liability for any breach by a party\nof any of its representations, warranties, covenants or agreements set forth in\nthis Agreement. In the event of any termination of this Agreement, the\nConfidentiality Agreement shall also remain in full force and effect in\naccordance with its terms.\n\n     11.3 Amendment. This Agreement may be amended by the parties at any time\nbefore or after the approval and adoption of this Agreement by the holders of\nCompuServe Common Shares; provided, however, that any such amendment shall be\nconsistent with the DGCL, the DLLCA and the MGBCL. This Agreement may not be\namended except by an instrument in writing signed on behalf of the party to be\ncharged by its duly authorized officer.\n\n                                       64\n\n \n     11.4  Waiver.  Subject to the applicable provisions of the DGCL, the DLLCA\nand the MGBCL, the parties hereto may waive any provision of this Agreement by a\nwriting signed by the party against whom the waiver is to be effective by a duly\nauthorized officer. No failure or delay by any party in exercising any right,\npower or privilege hereunder shall operate as a waiver thereof nor shall any\nsingle or partial exercise thereof preclude any other or further exercise\nthereof or the exercise of any other right, power or privilege. The rights\nherein provided shall be cumulative.\n\n     11.5  Expenses.  (a) All costs and expenses incurred in connection with\nthis Agreement and the transactions contemplated hereby shall be paid by the\nparty incurring such costs and expenses, except that at the Closing, H&R Block\nshall pay or reimburse all costs and expenses in excess of $2,200,000 in the\naggregate incurred by it and by CompuServe and any CompuServe Entity (including\nthe fees, commissions and expenses of all investment bankers, financial\nadvisors, legal advisors, consultants and accountants) in connection with this\nAgreement and the transactions contemplated hereby and in connection with any\nand all discussions, negotiations and other activities concerning any previously\ncontemplated possible transaction with any other Person. Notwithstanding the\nforegoing, if this Agreement is terminated (i) by WorldCom, H&R Block, Block\nGroup or CompuServe pursuant to Section 11.1(b) after the failure of the holders\nof CompuServe Common Shares to approve and adopt the CompuServe Proposal at the\nCompuServe Stockholders Meeting, or (ii) by WorldCom pursuant to Section 11.1(c)\nor, as a result of a willful or knowing breach, Section 11.1(d), (iii) by\nWorldCom pursuant to Section 11.1(f), or (iv) by H&R Block, Block Group or\nCompuServe pursuant to Section 11.1(e) as a result of a willful or knowing\nbreach, then in the case of clause (i), (ii) or (iii) H&R Block, Block Group and\nCompuServe shall be obligated, jointly and severally, to pay, and shall\nforthwith pay, to WorldCom the amount of $15,000,000 or in the case of clause\n(iv), WorldCom shall be obligated to pay, and shall forthwith pay, to H&R Block,\nBlock Group and CompuServe the aggregate amount of $15,000,000, in each case in\nimmediately available funds. Further, if this Agreement is terminated pursuant\nto Section 11.1(b); (A) by WorldCom and the condition set forth in Section\n10.2(k) has not been satisfied or waived prior to the date of termination and no\nother conditions to the parties' obligations to consummate the Merger, other\nthan conditions within the control of WorldCom, remain unsatisfied, or (B) by\nH&R Block, Block Group or CompuServe on or after June 1, 1998, and prior thereto\nthe condition set forth in Section 10.2(k) has not been satisfied or waived,\nWorldCom shall be obligated to pay, and shall forthwith pay, to CompuServe the\naggregate amount of $45,000,000 in immediately available funds. The parties\nacknowledge and agree that any of the foregoing payments would be a non-\naccountable reimbursement of certain direct and indirect expenses, costs and\nlost opportunities of, consequences to and forbearances of the other party or\nparties relating to discussions and negotiations regarding, and the preparation,\nexecution and partial performance of, this Agreement and the transactions\ncontemplated hereby, which amounts H&R Block, Block Group, CompuServe and\nWorldCom agree is reasonable in the circumstances; provided, however, that\nnothing in this Section 11.5 shall be deemed to be exclusive of any other rights\nany party may have hereunder or at law or in equity for any willful or knowing\nMaterial breach that occurred prior to the termination of this Agreement,\nprovided that any damages to which a party receiving a payment pursuant to this\nparagraph is entitled shall be offset by such payments.\n\n                                       65\n\n \n     (b) H&R Block, Block Group, CompuServe and WorldCom acknowledge that the\nprovisions for the allocation of expenses in Section 11.5 are integral parts of\nthe transactions contemplated by this Agreement and that, without these\nprovisions, they would not have entered into this Agreement.  Accordingly, if an\nexpense reimbursement or fee shall become due and payable by either party, and\nsuch party shall fail to pay such expense or fee when due pursuant to Section\n11.5, and, in order to obtain such payment, suit is commenced which results in a\njudgment against such party therefor, such party shall pay the other party's\nreasonable costs, fees and expenses (including reasonable attorneys' fees) in\nconnection with such suit, together with interest computed on any such amounts\ndetermined to be due pursuant to Section 11.5 (computed from the date upon which\nsuch amounts were due and payable pursuant to Section 11.5 on the basis of the\nnumber of days elapsed) and such costs (computed from the date incurred) at the\nprime or base rate of interest publicly announced from time to time by\nNationsBank of Texas, N.A. for its most favored borrowers.\n\n\n                                  ARTICLE XII\n                                        \n                                 MISCELLANEOUS\n\n          12.1  Representations and Warranties; Survival. The representations,\nwarranties, covenants and agreements in this Agreement or in any instrument\ndelivered pursuant to this Agreement shall survive the Closing, subject to the\napplicable time periods, if any, specified herein.\n\n          12.2  Notices.  Any notices or other communications required or\ndesired to be given hereunder shall be deemed to have been properly given if\nsent by hand delivery, facsimile and overnight courier, registered or certified\nmail, return receipt requested, postage prepaid, to the parties hereto at the\nfollowing addresses, or at such other address as such party may advise the\nothers in writing from time to time by like notice:\n\n          If to WorldCom or WAC:\n\n                    WorldCom, Inc.\n                    515 East Amite Street\n                    Jackson, Mississippi 39201\n                    Attention:  Charles T. Cannada\n                    Facsimile:  (601) 360-8615\n\n                                       66\n\n \n          with copies to:\n\n                    WorldCom, Inc.\n                    10777 Sunset Office Drive\n                    Suite 330\n                    St. Louis, Missouri 63127\n                    Attention:  P. Bruce Borghardt\n                    Facsimile:  (314) 909-4101\n\n                    and\n\n                    Bryan Cave LLP\n                    One Metropolitan Square, Suite 3600\n                    St. Louis, Missouri  63102-2750\n                    Attention: R. Randall Wang\n                    Facsimile:  (314) 259-2020\n\n          If to H&R Block, Block Group or (prior to the Closing) CompuServe:\n\n                    H&R Block, Inc.                \n                    World Headquarters             \n                    4400 Main Street               \n                    Kansas City, MO  64111         \n                    Attention:  Frank L. Salizzoni \n                    Facsimile:  (816) 753-8628      \n\n          with a copy to:\n\n                    H&R Block, Inc.           \n                    World Headquarters        \n                    4400 Main Street          \n                    Kansas City, MO  64111    \n                    Attention:  James Ingraham\n                    Facsimile:  (816) 753-8628 \n\n                    and\n\n                    Sullivan & Cromwell               \n                    125 Broad Street                  \n                    New York, New York  10004         \n                    Attention:  Benjamin F. Stapleton \n                    Facsimile:  (212) 558-3588         \n\nAll such notices or other communications shall be deemed to have been duly given\non the date of hand delivery or telecopy or facsimile, if receipt is confirmed,\nor on the next Business Day \n\n                                       67\n\n \nfollowing timely deposit of such communications with overnight courier or on the\nthird Business Day following the date of mailing, if delivered by registered or\ncertified mail.\n\n     12.3 Governing Law and Dispute Resolution.  This Agreement shall be\ninterpreted, construed and enforced in accordance with the law of the State of\nDelaware, applied without giving effect to any conflicts-of-law principles,\nexcept to the extent that Missouri law is applicable to the internal affairs of\nH&R Block or Georgia law is applicable to the internal affairs of WorldCom.  Any\ndispute relating to this Agreement or the transactions contemplated hereby shall\nbe resolved in the state courts of general jurisdiction, or the Chancery Court\nif it has subject matter jurisdiction, of the State of Delaware or in the United\nStates District Court for the District of Delaware.  Each party irrevocably\nsubmits to such courts' exclusive jurisdiction and acknowledges that such courts\nare a convenient forum and consents to service of process at the address for\nsuch party set forth in Section 12.2.\n\n     12.4 Specific Performance.  Each party acknowledges and agrees that, in\nthe event of an actual or threatened breach of any of the provisions of this\nAgreement by such party, the harm to the others will be immediate, substantial\nand irreparable and that monetary damages will be inadequate. Accordingly, each\nparty agrees that, in such an event, the others will be entitled to equitable\nrelief, including an injunction and an order of specific performance, in\naddition to any and all other remedies at law or in equity.\n\n     12.5 Severability.  The provisions of this Agreement shall be deemed\nseverable and the invalidity or unenforceability of any provision shall not\naffect the validity or enforceability of the other provisions hereof.  If any\nprovision of this Agreement or the application thereof to any Person or any\ncircumstance is invalid or unenforceable, (a) a suitable and equitable provision\nshall be substituted therefor in order to carry out, so far as may be valid and\nenforceable, the intent and purpose of such invalid or unenforceable provision\nand (b) the remainder of this Agreement and the application of such provision to\nother persons, entities or circumstances shall not be affected by such\ninvalidity or unenforceability, nor shall such invalidity or unenforceability\naffect the validity or enforceability of such provision, or the application\nthereof, in any other jurisdiction.\n\n     12.6 Captions.  The captions or headings in this Agreement are made for\nconvenience and general reference only and shall not be construed to describe,\ndefine or limit the scope or intent of the provisions of this Agreement.\n\n     12.7 Entire Agreement.  This Agreement, including all exhibits and\nschedules attached hereto, contains the entire agreement of the parties and\nsupersedes any and all prior or contemporaneous agreements, written or oral,\nbetween the parties with respect to the subject matter hereof, except the\nConfidentiality Agreement.\n\n     12.8 Counterparts.  This Agreement may be executed in several\ncounterparts, each of which, when so executed, shall be deemed to be an\noriginal, and such counterparts shall, together, constitute and be one and the\nsame instrument.\n\n                                       68\n\n \n     12.9 Binding Effect; Assignability.  This Agreement shall be binding\non, and shall inure to the benefit of, the parties hereto, and their respective\nsuccessors and assigns.  Other than the provisions of Sections 8.4, 8.17, 9.2\nand 12.10, which provisions are intended to be for the benefit of, and shall be\nenforceable by, the specified indemnified parties (in the case of Sections 8.4,\n9.2 and 12.10), or the CompuServe Employees (in the case of Section 8.17) and\nmay be enforced by such beneficiaries, nothing contained in this Agreement or in\nany instrument or document executed by any party in connection with the\ntransactions contemplated hereby shall create any rights in, or be deemed to\nhave been executed for the benefit of, any Person that is not a party hereto or\nthereto, or a successor or permitted assign of such party.  No party may assign\nor delegate any right or obligation hereunder without the prior written consent\nof the other parties; provided, however, that WorldCom, WAC and, after the\nClosing, CompuServe and the CompuServe Entities may assign any or all of their\nrights and delegate any or all of their obligations under Sections 2.1, 2.3 8.16\n(the last sentence only), 8.17 and 8.18 (the last sentence only) hereof;\nprovided, however, that, notwithstanding the foregoing, WorldCom shall remain\n--------  -------                                                            \nprimarily liable for its obligations hereunder.  Any assignment of rights or\ndelegation of obligations not in compliance herewith shall be null and void.\n\n     12.10  Director and Officer Indemnification.  From and after the\nEffective Time, WorldCom and the Surviving Corporation shall, jointly and\nseverally, indemnify, defend and hold harmless the directors and officers of\nCompuServe as and to the extent provided in CompuServe's Certificate of\nIncorporation, By Laws or indemnification agreements, as in effect as of the\ndate hereof, with respect to matters occurring through the Closing Date,\nprovided that this Section 12.10 shall not relieve H&R Block or Block Group of\ntheir obligations under Section 8.4 hereof.  To the extent reasonably available,\nWorldCom agrees to cause the Surviving Corporation to maintain in effect for not\nless than three years after the Closing Date policies of directors' and\nofficers' liability insurance comparable to those maintained by CompuServe with\ncarriers comparable to CompuServe's existing carriers; provided, however, that\nthe Surviving Corporation shall not be required to pay an annual premium for\nsuch insurance in excess of 150% of the last annual premium paid prior to the\ndate hereof, but in such case shall purchase as much coverage as possible for\nsuch amount.\n\n     12.11  No Rule of Construction. The parties acknowledge that all parties\nhave read and negotiated the language used in this Agreement. The parties agree\nthat, because all parties participated in negotiating and drafting this\nAgreement, no rule of construction shall apply to this Agreement which construes\nambiguous language in favor of or against any party by reason of that party's\nrole in drafting this Agreement.\n\n     12.12  Schedules.  The Schedules in this Agreement shall be arranged in\nseparate parts corresponding to the numbered and lettered sections, and the\ndisclosure in any numbered or lettered part shall be deemed to relate to and to\nqualify only the particular representation or warranty set forth in the\ncorresponding numbered or lettered section, and not any other representation or\nwarranty (unless an express and specific reference to any other Schedule which\nclearly identifies the particular item being referred is set forth therein).\n\n                                       69\n\n \n                                 ARTICLE XIII\n                                        \n                                  DEFINITIONS\n\n                                        \n     When used in this Agreement, the following terms shall have the meanings\nindicated below:\n\n     \"Acquiring Person\" has the meaning set forth in Section 3.16.\n\n     \"Affiliate\" means, with respect to any Person, at the time in question, any\nother Person controlling, controlled by or under common control with such\nPerson.  For purposes of this definition, \"control\" (including the terms\n\"controlling,\" \"controlled by\" and \"under common control with\") means the\npossession, directly or indirectly, of the power to direct or cause the\ndirection of the management and policies of a Person, whether through the\nownership of voting securities or otherwise.\n\n     \"Agreed Allocation\" has the meaning set forth in Section 9.1(b)(ii).\n\n     \"Agreement\" has the meaning set forth in the first paragraph of this\nAgreement and Plan of Merger.\n\n     \"ANS\" means ANS Communications, Inc., a Delaware corporation and wholly\nowned subsidiary of AOL.\n\n     \"AOL\" means America Online, Inc., a Delaware corporation.\n\n     \"Average Trading Price\" means the average of the daily closing prices per\nWorldCom Common Share, as quoted by NASDAQ as reported in The Wall Street\n                                                          ---------------\nJournal, Eastern Edition, or if not reported thereby, The New York Times, for\n-------                                               ------------------     \nthe twenty consecutive full NASDAQ trading days ending on the date immediately\nprior to the third full NASDAQ trading day immediately preceding the Closing\nDate.\n\n     \"Block Group\" has the meaning set forth in the first paragraph of this\nAgreement.\n\n     \"H&R Block\" has the meaning set forth in the first paragraph of this\nAgreement.\n\n     \"H&R Block Entity\" or \"H&R Block Entities\" means any corporation, limited\nliability company, partnership, limited partnership or other organization\nwhether incorporated or unincorporated, other than CompuServe or a CompuServe\nEntity, (i) of which at least a majority of the securities or interests having\nby the terms thereof ordinary voting power to elect at least a majority of the\nBoard of Directors or others performing similar functions with respect to such\ncorporation or other organization is directly or indirectly owned or controlled\nby H&R Block and\/or by any one or more of the H&R Block Entities, (ii) of which\nH&R Block or any one or \n\n                                       70\n\n \nmore of the H&R Block Entities is the general partner or managing member or\n(iii) which H&R Block or any one or more of the H&R Block Entities otherwise\ncontrols.\n\n     \"Business Day\" means a day other than a Saturday, Sunday or a day on which\nthe banks in New York City are authorized or obligated by law or executive order\nto close.\n\n     \"Buyer's Allocation\" has the meaning set forth in Section 9.1(b)(ii).\n\n     \"Calculating Party\" has the meaning set forth in Section 9.1(c).\n\n     \"Certificate of Merger\" has the meaning set forth in Section 1.1.\n\n     \"Certificates\" has the meaning set forth in Section 1.4.\n\n     \"Closing\" has the meaning set forth in Section 1.2.\n\n     \"Closing Date\" has the meaning set forth in Section 1.2.\n\n     \"Code\" means the Internal Revenue Code of 1986, as amended (including any\nsuccessor statute), and the rules and regulations promulgated thereunder.\n\n     \"Competitive Proposal\" has the meaning set forth in Section 8.14(a)(i).\n\n     \"Confidentiality Agreement\" has the meaning set forth in Section 8.9.\n\n     \"CompuServe\" has the meaning set forth in the first paragraph of this\nAgreement.\n\n     \"CompuServe Balance Sheet\" has the meaning set forth in Section 3.5.\n\n     \"CompuServe Benefit Plans\" has the meaning set forth in Section 3.11(a).\n\n     \"CompuServe Common Shares\" means the shares of CompuServe Common Stock.\n\n     \"CompuServe Common Stock\" means the common stock, $.01 par value per share,\nof CompuServe.\n\n     \"CompuServe Employees\" has the meaning set forth in Section 8.17(a).\n\n     \"CompuServe Entity\" or \"CompuServe Entities\" means any corporation, limited\nliability company, partnership, limited partnership or other organization\nwhether incorporated or unincorporated (i) of which at least a majority of the\nsecurities or interests having by the terms thereof ordinary voting power to\nelect at least a majority of the Board of Directors or others performing similar\nfunctions with respect to such corporation or other organization is directly or\nindirectly owned or controlled by CompuServe and\/or by any one or more of the\nCompuServe Entities, (ii) of which CompuServe or any one or more of the\nCompuServe Entities is the general \n\n                                       71\n\n \npartner or managing member or (iii) which CompuServe or any one or more of the\nCompuServe Entities otherwise controls.\n\n     \"CompuServe Material Breach\" has the meaning set forth in Section 11.1(d).\n\n     \"CompuServe Proposal\" has the meaning set forth in Section 8.6(a).\n\n     \"CompuServe Proxy Statement\" has the meaning set forth in Section 8.7.\n\n     \"CompuServe Rights\" has the meaning set forth in Section 3.13.\n\n     \"CompuServe Rights Agreement\" means that certain Rights Agreement dated as\nof April 19, 1996, as amended on September 7, 1997, between CompuServe and\nHarris Trust and Savings Bank.\n\n     \"CompuServe SEC Documents\" has the meaning set forth in Section 3.5.\n\n     \"CompuServe Stock Options\" has the meaning set forth in Section 3.2.\n\n     \"CompuServe Stock Plans\" has the meaning set forth in Section 3.2.\n\n     \"CompuServe Stockholders Meeting\" has the meaning set forth in Section 8.6.\n\n     \"CompuServe Stock Option Payments\" has the meaning set forth in Section\n8.26.\n\n     \"CompuServe Stock Options\" has the meaning set forth in Section 3.2.\n\n     \"CompuServe Stock Plans\" has the meaning set forth in Section 3.2.\n\n     \"Deemed Purchase Price\" has the meaning set forth in Section 9.1(b)(ii).\n\n     \"DGCL\" means the Delaware General Corporation Law.\n\n     \"DLLCA\" means the Delaware Limited Liability Company Act.\n\n     \"Disputing Party\" has the meaning set forth in Section 9.1(c).\n\n     \"Distribution Date\" has the meaning set forth in Section 3.16.\n\n     \"Effective Time\" shall have the meaning set forth in Section 1.2.\n\n     \"Elections\" has the meaning set forth in Section 9.1(a)(ii).\n\n     \"Employment and Withholding Taxes\" means all employment, payroll and\nwithholding Taxes payable with respect to salaries, wages, commissions, other\ncompensation or other \n\n                                       72\n\n \npayments actually or constructively made by CompuServe or any CompuServe Entity\non or before the Closing Date, except to the extent such Taxes have been\nwithheld on or prior to the Closing Date and are required to be paid to the\nappropriate taxing authority after the Closing Date.\n\n     \"Environmental Laws\" means any federal, state or local, domestic or foreign\nstatute, regulation, rule or ordinance, and any judicial or administrative\ninterpretation thereof, regulating the use, generation, handling, storage,\ntransportation, discharge, emission, spillage or other release of Hazardous\nSubstances or relating to the protection of the environment.\n\n     \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended.\n\n     \"Exchange Act\" means the Securities Exchange Act of 1934, as amended, and\nthe rules and regulations promulgated thereunder.\n\n     \"Exchange Agent\" has the meaning set forth in Section 1.5(a).\n\n     \"Exchange Ratio\" has the meaning set forth in Section 1.3(a)(i).\n\n     \"Excluded Transactions\" has the meaning set forth in Section 9.2(a)(i).\n\n     \"GAAP\" means United States generally accepted accounting principles and its\nforeign equivalents.\n\n     \"Governmental Authorization\" means any (a) permit, license, certificate,\nfranchise, permission, clearance, registration, qualification or authorization\nissued, granted, given or otherwise made available by or under the authority of\nany Governmental Entity or pursuant to any legal requirement; or (b) right under\nany contract with any Governmental Entity.\n\n     \"Government Contracts\" has the meaning set forth in Section 3.8(e).\n\n     \"Governmental Entity\" means any federal, state or local government or any\ncourt, administrative or regulatory agency, body or commission or other\ngovernment authority or agency, domestic or foreign.\n\n     \"H&R Block Indemnified Parties\" has the meaning set forth in Section\n8.4(a).\n\n     \"H&R Block Material Breach\" has the meaning set forth in Section 11.1(d).\n\n     \"H&R Block Rights Agreement\" means that certain Rights Agreement dated as\nof July 14, 1988, as amended on May 9, 1990, September 11, 1991 and May 10,\n1995, between H&R Block and Boatmen's Trust Company.\n\n     \"Hazardous Substances\" means any hazardous substances as defined by 42\nU.S.C. (S)9601(14), any pollutant or contaminant as defined by 42 U.S.C.\n(S)9601(33) or any toxic \n\n                                       73\n\n \nsubstance, oil or hazardous materials or other chemicals or substances regulated\nby any Environmental Laws which the applicable party or any predecessor in\ninterest has generated, transported or disposed of or has been found at any\nproperty owned or operated by such party.\n\n     \"HSR Act\" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,\nas amended, and regulations promulgated thereunder.\n\n     \"including\" means, when following any general statement, term or matter,\n\"including but not limited to,\" \"including, without limitation,\" or words of\nsimilar import and shall not be construed to limit such statement, term or\nmatter to the specific terms or matters as provided immediately following the\nword \"including\" or to similar items or matters, whether or not non-limiting\nlanguage is used with reference to the word \"including\" or similar items or\nmatters, but rather shall be deemed to refer to all other items or matters that\ncould reasonably fall within the broadest possible scope of the general\nstatement, term or matter.\n\n     \"Indemnified Party\" or \"Indemnified Parties\" has the meaning set forth in\nSection 8.4(d).\n\n     \"Indemnifying Party\" has the meaning set forth in Section 8.4(d).\n\n     \"Indemnitee\" has the meaning set forth in Section 8.4(e)(iii).\n\n     \"Indemnitor\" has the meaning set forth in Section 8.4(e)(iii).\n\n     \"International Distribution Agreements\" has the meaning set forth in\nSection 3.8(c).\n\n     \"IRS\" means the Internal Revenue Service of the United States of America.\n\n     \"knowledge\" means, with respect to H&R Block, Block Group,  CompuServe or\nWorldCom, the actual knowledge of, or knowledge which could reasonably be\nobtained through reasonably diligent investigation or inquiry by, any director\nor executive officer of the applicable entity, as the case may be, and, in the\ncase of CompuServe, shall also include the actual knowledge of, or knowledge\nwhich could reasonably be obtained through reasonably diligent investigation or\ninquiry by, H&R Block's Chief Executive Officer, Chief Financial Officer and\nVice President, Legal, Block Group's Chief Executive Officer, Chief Financial\nOfficer and Secretary, and CompuServe's General Counsel and his predecessor, and\nthe following additional CompuServe and CompuServe Entity officers and\nemployees: any persons principally responsible for the finance and accounting\nfunction and operations of the Online Services Business of CompuServe and the\nCompuServe Entities, the European Online Services Business of CompuServe and the\nCompuServe Entities and the network services business of CompuServe and the\nCompuServe Entities, and the officers of each CompuServe Entity.\n\n     \"Liens or Other Encumbrance\" means any lien, pledge, mortgage, security\ninterest, claim, lease, charge, option, right of first refusal, easement,\nservitude, transfer restriction under any shareholder or other agreement or\nencumbrance or any other rights of third parties.\n\n                                       74\n\n \n     \"Losses and Expenses\" means any and all damages, debts, liabilities,\nobligations, losses, deficiencies, demands, claims, penalties, assessments,\njudgments, fees, actions, proceedings, orders and suits of whatever kind and\nnature, and regardless of whether or not related to a Third-Party Claim, a\ndirect claim or otherwise, and all costs and expenses related thereto (including\nreasonable attorney's fees and disbursements).\n\n     \"Material\" means, when used in connection with any party hereto, material\nwith respect to the business, operations, properties, assets, liabilities,\ncondition (financial or otherwise) or prospects of such party, and its related\nEntities, taken as a whole.\n\n     \"Material Adverse Change\" means, when used in connection with any party\nhereto, any change which is materially adverse to the business, operations,\nproperties, assets, liabilities or condition (financial or otherwise) of such\nparty, and its related Entities, taken as a whole.\n\n     \"Material Adverse Effect\" means, when used in connection with any party\nhereto, any effect that has a material adverse impact on the business,\noperations, properties, assets, liabilities or condition (financial or\notherwise) of such party, and its related Entities, taken as a whole.\n\n     \"Merger\" has the meaning set forth in Section 1.1.\n\n     \"Merger Consideration\" has the meaning set forth in Section 1.3(a)(i).\n\n     \"MGBCL\" means the Missouri General Business and Corporation Law.\n\n     \"Modified Aggregate Deemed Sales Price\" has the meaning set forth in\nSection 9.1(b)(ii).\n\n     \"Network Services Agreements\" has the meaning set forth in Section 3.8(d).\n\n     \"NASDAQ\" means the Nasdaq National Market.\n\n     \"Noncompete\/Nonsolicitation Agreement\" has the meaning set forth in Section\n8.20.\n\n     \"Online Services Business\" means electronic information services providing\naccess for computer users to \"proprietary\" content, services, entertainment\nand\/or other information, to \"open\" services such as the Internet, the World\nWide Web and\/or a combination of the foregoing, including organization-specific\nLANs, WANs and Intranets, regardless of means of delivery or transport media.\n\n     \"Person\" means and includes any natural person, corporation, limited\nliability company, partnership, limited partnership, firm, joint venture,\nassociation, joint-stock company, trust, business trust, unincorporated\norganization, Governmental Entity or other entity.\n\n     \"Proxy Statement\" has the meaning set forth in Section 8.7.\n\n     \"Purchase and Sale Agreement\" has the meaning set forth in Section 10.2(k).\n\n                                       75\n\n \n     \"Registration Statement\" has the meaning set forth in Section 8.7.\n\n     \"Related Party\" means, with respect to any party, any of such party's or\nits parent's or subsidiaries' directors, officers, 50% or greater shareholders,\nemployees or, except with respect to such party's primary relationship with such\nother Person, a consultant or agent.\n\n     \"Rights\" has the meaning set forth in Section 3.16.\n\n     \"Rule 145 Affiliate\" has the meaning set forth in Section 8.19.\n\n     \"Schedule 8.17 Agreements\" has the meaning set forth in Section 8.17(a).\n\n     \"SEC\" means the Securities and Exchange Commission.\n\n     \"Section 338 Forms\" has the meaning set forth in Section 9.1(b)(i).\n\n     \"Securities Act\" means the Securities Act of 1933, as amended, and the\nrules and regulations promulgated thereunder.\n\n     \"Seller Consolidated and Combined Return\" means any consolidated,\naffiliated, combined or unitary income or franchise Tax Return of H&R Block,\nBlock Group or CompuServe which includes CompuServe and\/or any CompuServe\nEntity.\n\n     \"Shares Acquisition Date\" has the meaning set forth in Section 3.16.\n\n     \"Standstill Agreement\" has the meaning set forth in the recitals.\n\n     \"Surviving Corporation\" has the meaning set forth in Section 1.1.\n\n     \"Surviving Corporation Common Stock\" has the meaning set forth in Section\n1.3(d).\n\n     \"Takeover Statute\" has the meaning set forth in Section 8.23.\n\n     \"Tax\" and \"Taxes\" means all taxes, charges, fees, levies, tariffs, duties\nor other similar assessments, including, (i) income, gross receipts, gains,\nsurtax, severance, payroll, production, ad valorem or value added, surtax,\npremium, excise, real property, personal property, windfall profit, sales, use,\ntransfer, duty, licensing, withholding, employment, payroll, estimated and\nfranchise taxes imposed by the United States of America, any state, local, or\nforeign government, or any subdivision, agency, or other similar Person of the\nUnited States or any such government, and (ii) any interest, fines, penalties,\nassessments, or additions to tax resulting from, attributable to or incurred in\nconnection with any Tax or any contest, dispute or refund thereto; whether or\nnot imposed on a consolidated combined or unitary basis or as a result of\ntransferee, joint or several liability.\n\n                                       76\n\n \n     \"Tax Claim\" has the meaning set forth in Section 9.2(d)(i).\n\n     \"Tax Return\" means any report, return, statement or other information\nrequired to be supplied to a taxing authority in connection with Taxes.\n\n     \"Tax Settlement Auditor\" has the meaning set forth in Section 9.1(c).\n\n     \"Tax Settlement Procedure\" has the meaning set forth in Section 9.1(c).\n\n     \"Tax Sharing Agreement\" means the Tax Sharing Agreement, dated as of April\n22, 1996, between H&R Block and CompuServe.\n\n     \"Tax Statement\" has the meaning set forth in Section 9.2(e)(iii).\n\n     \"Third-Party Claim\" has the meaning set forth in Section 8.4(f)(i).\n\n     \"Transfer Taxes\" has the meaning set forth in Section 9.4.\n\n     \"WAC\" has the meaning set forth in the first paragraph of this Agreement.\n\n     \"WorldCom\" has the meaning set forth in the first paragraph of this\nAgreement.\n\n     \"WorldCom Balance Sheet\" has the meaning set forth in Section 6.4.\n\n     \"WorldCom Common Shares\" means the shares of WorldCom Common Stock.\n\n     \"WorldCom Common Stock\" means the common stock, $.01 par value per share,\nof WorldCom.\n\n     \"WorldCom Entity\" or \"WorldCom Entities\" means any corporation, limited\nliability company, partnership, limited partnership or other organization\nwhether incorporated or unincorporated (i) of which at least a majority of the\nsecurities or interests having by the terms thereof ordinary voting power to\nelect at least a majority of the Board of Directors or others performing similar\nfunctions with respect to such corporation or other organization is directly or\nindirectly owned or controlled by WorldCom and\/or by any one or more of the\nWorldCom Entities, (ii) of which WorldCom or any one or more of the WorldCom\nEntities is the general partner or managing member or (iii) which WorldCom or\nany one or more of the WorldCom Entities otherwise controls.\n\n     \"WorldCom Material Breach\" has the meaning set forth in Section 11.1(e).\n\n     \"WorldCom Preferred Stock\" has the meaning set forth in Section 6.2.\n\n                                       77\n\n \n     \"WorldCom Rights Agreement\" means that certain Rights Agreement dated as of\nAugust 25, 1996 between WorldCom and The Bank of New York, as Rights Agent, as\namended by Amendment No. 1 to Rights Agreement dated as of May 22, 1997.\n\n     \"WorldCom SEC Documents\" has the meaning set forth in Section 6.4.\n\n     \"WorldCom Stock Plans\" has the meaning set forth in Section 6.2.\n\n                                       78\n\n \n     IN WITNESS WHEREOF, H&R Block, Block Group, CompuServe, WorldCom and WAC\nhave caused this Agreement and Plan of Merger to be executed by their respective\nduly authorized officers, and have caused their respective corporate seals to be\nhereunto affixed, all as of the day and year first above written.\n\n                                  H&R BLOCK, INC.                     \n                                                                      \n                                      \/s\/ Frank L. Salizzoni\n                                  By:_______________________________  \n                                                                      \n                                                                      \n                                  H&R BLOCK GROUP, INC.               \n                                                                      \n                                      \/s\/ Frank L. Salizzoni\n                                  By:_______________________________  \n                                                                      \n                                                                      \n                                  COMPUSERVE CORPORATION              \n                                                                      \n                                      \/s\/ Frank L. Salizzoni\n                                  By:_______________________________  \n                                                                      \n                                                                      \n                                  WORLDCOM, INC.                      \n                                                                      \n                                      \/s\/ Charles T. Cannada\n                                  By:_______________________________  \n                                                                      \n                                                                      \n                                  WALNUT ACQUISITION COMPANY, L.L.C.  \n                                                                      \n                                      \/s\/ Charles T. Cannada\n                                  By:_______________________________   \n\n\n\n                                       79\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7707,9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9626],"class_list":["post-43064","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43064","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43064"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43064"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43064"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43064"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}