{"id":43908,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/rights-agreement-worldcom-inc-and-bank-of-new-york.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"rights-agreement-worldcom-inc-and-bank-of-new-york","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/rights-agreement-worldcom-inc-and-bank-of-new-york.html","title":{"rendered":"Rights Agreement &#8211; WorldCom Inc. and Bank of New York"},"content":{"rendered":"<pre>                                                                 EXECUTION COPY\n\n                                RIGHTS AGREEMENT\n\n                                   ----------\n\n                                 WORLDCOM, INC.\n\n                                      and\n\n                              THE BANK OF NEW YORK\n                                  Rights Agent\n\n                                   ----------\n\n                           Dated as of March 7, 2002\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\n                                                                            ----\n\nSection 1.  Certain Definitions..............................................1\nSection 2.  Appointment of Rights Agent......................................6\nSection 3.  Issuance of Right Certificates...................................6\nSection 4.  Form of Right Certificates.......................................8\nSection 5.  Countersignature and Registration................................9\nSection 6.  Transfer, Split Up, Combination and Exchange of Right \n              Certificates; Mutilated, Destroyed, Lost or Stolen Right \n              Certificates...................................................9\nSection 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights...10\nSection 8.  Cancellation of Right Certificates..............................11\nSection 9.  Reservation and Availability of Shares of Preferred Stock.......12\nSection 10. Preferred Stock Record Date.....................................12\nSection 11. Adjustment of Purchase Price, Number of Shares or Number of \n              Rights........................................................13\nSection 12. Certificate of Adjusted Purchase Price or Number of Shares......20\nSection 13. Consolidation, Merger or Sale or Transfer of Assets or Earnings \n              Power.........................................................21\nSection 14. Fractional Rights and Fractional Shares.........................23\nSection 15. Rights of Action................................................24\nSection 16. Agreement of Right Holders......................................25\nSection 17. Right Certificate Holder Not Deemed a Shareholder...............25\nSection 18. Concerning the Rights Agent.....................................25\nSection 19. Merger or Consolidation or Change of Name of Rights Agent.......26\nSection 20. Duties of Rights Agent..........................................26\nSection 21. Change of Rights Agent..........................................28\nSection 22. Issuance of New Right Certificates..............................29\nSection 23. Redemption and Termination......................................29\nSection 24. Exchange........................................................31\nSection 25. Notice of Proposed Actions......................................32\nSection 26. Notices.........................................................33\nSection 27. Supplements and Amendments......................................33\nSection 28. Successors......................................................34\nSection 29. Benefits of This Agreement......................................34\nSection 30. Severability....................................................34\nSection 31. Governing Law...................................................34\nSection 32. Counterparts....................................................35\nSection 33. Descriptive Headings............................................35\nSection 34. Administration..................................................35\n\nExhibit A   Form of WorldCom Right Certificate\nExhibit B   Form of MCI Right Certificate\nExhibit C   Summary of Preferred Stock Purchase Rights\n\n\n\n                                RIGHTS AGREEMENT\n\n            This Agreement, dated as of March 7, 2002 is entered into between\nWorldCom, Inc., a Georgia corporation (the \"Company\") and The Bank of New York,\na New York banking corporation (the \"Rights Agent\", which term shall include\nany successor Rights Agent hereunder).\n\n                              W I T N E S S E T H\n\n            WHEREAS, the Board of Directors of the Company has authorized and\ndeclared a dividend distribution of (i) one preferred share purchase right\n(\"WorldCom Right\"), representing the right to purchase one one-thousandth of a\nshare of Series 4 Junior Participating Preferred Stock (the \"Series 4 Preferred\nStock\") having the rights, powers and preferences set forth in the Company's\nArticles of Incorporation, as amended (the \"Articles of Incorporation\"), for\neach share of WorldCom Group Stock (as defined below) outstanding on the Close\nof business on March 18, 2002 (the \"Record Date\") and (ii) one preferred share\npurchase right (\"MCI Right\", together with the WorldCom Right, the \"Rights\"),\nrepresenting the right to purchase one one-thousandth of a share of Series 5\nJunior Participating Preferred Stock (the \"Series 5 Preferred Stock\") having\nthe rights, powers and preferences set forth in the Articles of Incorporation,\nfor each share of MCI Group Stock (as defined below) outstanding on the Close\nof business on the Record Date;\n\n            WHEREAS, the Board of Directors of the Company has further\nauthorized and directed the issuance of one Right with respect to each\nadditional share of Common Stock (as defined below) which shall be issued and\nbecome outstanding between the Record Date and the earlier to occur of the Close\nof business on the Distribution Date (as such term is defined in Section 3\nhereof) and the Close of business on the Expiration Date;\n\n            WHEREAS, the Company desires to appoint the Rights Agent to act as\nprovided herein, and the Rights Agent is willing to so act; and\n\n            NOW, THEREFORE, in consideration of the premises and the mutual\nagreements herein set forth, the parties hereby agree as follows:\n\n            SECTION 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the\nfollowing terms have the meanings indicated:\n\n            (a) \"Acquiring Person\" means any Person (as hereinafter defined)\nwho or which, together with all Affiliates (as hereinafter defined) and\nAssociates (as hereinafter defined) of such Person, without the Prior Written\nApproval of the Company (as hereinafter defined), shall be the Beneficial Owner\n(as hereinafter defined) of securities of the Company constituting 15% or more\nof the Voting Power (as hereinafter defined) of the Company or was such a\nBeneficial Owner at any time after the date hereof, whether or not such Person\ncontinues to be the Beneficial Owner of securities representing 15% or more of\nthe Voting Power of the Company, but shall not include (i) the Company, any\nSubsidiary (as hereinafter defined) of the Company, any employee benefit plan\nor compensation arrangement of the Company or any\n\n\n\nSubsidiary of the Company, or any entity holding securities of the Company to\nthe extent organized, appointed or established by the Company or any Subsidiary\nof the Company for or pursuant to the terms of any such employee benefit plan\nor compensation arrangement or (ii) any Person who or which, together with all\nAffiliates and Associates of such Person, inadvertently may become the\nBeneficial Owner of securities of the Company representing 15% or more of the\nVoting Power of the Company or otherwise becomes such a Beneficial Owner\nwithout a plan or intention to acquire control of the Company, so long as such\nPerson, individually or together with the Affiliates and Associates of such\nPerson, promptly enters into, and delivers to the Company, an irrevocable\ncommitment promptly to divest, and thereafter promptly divests (without\nexercising or retaining any power, including voting, with respect to such\nsecurities), sufficient securities of the Company so that such Person, together\nwith all Affiliates and Associates of such Person, ceases to be the Beneficial\nOwner of 15% or more of the Voting Power of the Company. Notwithstanding the\nforegoing, (x) no Person shall become an \"Acquiring Person\" as the result of an\nacquisition of voting securities of the Company by the Company which, by\nreducing the amount of such securities outstanding, increases the proportionate\nvoting power of such securities beneficially owned by such Person to 15% or\nmore of the Voting Power; provided, however, that if a Person becomes the\nBeneficial Owner of securities constituting 15% or more of the Voting Power by\nreason of purchases by the Company and shall, after such purchases by the\nCompany, become the Beneficial Owner of any additional voting securities of the\nCompany without the Prior Written Approval of the Company, then such Person\nshall be deemed to be an Acquiring Person; and (y) no Person shall become an\n\"Acquiring Person\" as the result of a change in the current market price (as\ndefined in Section 11(f) hereof) of either WorldCom Group Stock or MCI Group\nStock that, increases the proportionate voting power of such securities\nbeneficially owned by such Person to 15% or more of the Voting Power; provided,\nhowever, that if a Person becomes the Beneficial Owner of securities\nconstituting 15% or more of the Voting Power by reason of a change in the\ncurrent market price of either WorldCom Group Stock or MCI Group Stock and\nshall, after such change in the current market price, become the Beneficial\nOwner of any additional voting securities of the Company without the Prior\nWritten Approval of the Company, then such Person shall be deemed to be an\nAcquiring Person.\n\n            (b) \"Affiliate\" and \"Associate\" have the respective meanings\nascribed to such terms in Rule 12b-2 of the General Rules and Regulations under\nthe Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), as in\neffect on the date hereof.\n\n            (c) A Person shall be deemed the \"Beneficial Owner\" of, and shall\nbe deemed to \"beneficially own\", any securities:\n\n            (i) which such Person or any of such Person's Affiliates or\n      Associates beneficially owns, directly or indirectly as determined\n      pursuant to Rule 13d-3 of the General Rules and Regulations under the\n      Exchange Act, as in effect on the date hereof;\n\n            (ii) which such Person or any of such Person's Affiliates or\n      Associates has (A) the right to acquire (whether such right is\n      exercisable immediately or only after the passage of time) pursuant to\n      any agreement, arrangement or understanding (other than customary\n      agreements with and between underwriters and selling group members with\n\n\n                                       2\n\n\n      respect to a bona fide public offering of securities), or upon the\n      exercise of conversion rights, exchange rights, rights (other than these\n      Rights), warrants or options, or otherwise, provided, however, that a\n      Person shall not be deemed the \"Beneficial Owner\" of securities tendered\n      pursuant to a tender or exchange offer made by or on behalf of such\n      Person or any of such Person's Affiliates or Associates until such\n      tendered securities are accepted for payment or exchange; or (B) the\n      right to vote pursuant to any agreement, arrangement or understanding,\n      provided, however, that a Person shall not be deemed the \"Beneficial\n      Owner\" of any security under this clause (B) if the agreement,\n      arrangement or understanding to vote such security (1) arises solely from\n      a revocable proxy or consent given in response to a public proxy or\n      consent solicitation made pursuant to, and in accordance with, the\n      applicable rules and regulations under the Exchange Act and (2) is not\n      also then reportable by such Person on Schedule 13D under the Exchange\n      Act (or any comparable or successor report); or\n\n            (iii) which are beneficially owned, directly or indirectly, by any\n      other Person with which such Person or any of such Person's Affiliates or\n      Associates has any agreement, arrangement or understanding (other than\n      customary agreements with and between underwriters and selling group\n      members with respect to a bona fide public offering of securities) for\n      the purpose of acquiring, holding, voting (except pursuant to a revocable\n      proxy or consent as described in clause (B) of subparagraph (ii) of this\n      paragraph (c)) or disposing of any securities of the Company.\n\n            Notwithstanding anything in this definition of Beneficial Ownership\nto the contrary, the phrase \"then outstanding,\" when used with reference to a\nPerson's Beneficial Ownership of securities of the Company, means the number of\nsuch securities then issued and outstanding together with the number of such\nsecurities not then actually issued and outstanding which such Person would be\ndeemed to own beneficially hereunder.\n\n            (d) \"Board of Directors\" means the Board of Directors of the\nCompany as constituted from time to time.\n\n            (e) \"Business Day\" means any day other than a Saturday, Sunday, or\na day on which banking institutions in the State of New York are authorized or\nobligated by law or executive order to close.\n\n            (f) \"Close of business\" on any given date means 5:00 P.M., Clinton,\nMississippi time, on such date; provided, however, that if such date is not a\nBusiness Day it shall mean 5:00 P.M., Clinton, Mississippi time, on the next\nsucceeding Business Day.\n\n            (g) \"Common Stock\", when used in reference to the Company, means\nWorldCom Group Stock and\/or MCI Group Stock as the context requires. \"Common\nStock\" when used with reference to any Person other than the Company means the\ncapital stock with the greatest Voting Power of such Person or the equity\nsecurities or other equity interest having power to control or direct the\nmanagement of such Person or, if such Person is a Subsidiary of another Person,\nof the Person which ultimately controls such first-mentioned Person and which\nhas issued and outstanding such capital stock, equity securities or equity\ninterests.\n\n\n                                       3\n\n\n            (h) \"common stock equivalent\" has the meaning set forth in Section\n11(c) hereof.\n\n            (i) \"current market price\" has the meaning set forth in Section\n11(f) hereof.\n\n            (j) \"Distribution Date\" has the meaning set forth in Section 3\nhereof.\n\n            (k) \"equivalent preferred stock\" has the meaning set forth in\nSection 11(d) hereof.\n\n            (l) \"Exchange Ratio\" has the meaning set forth in Section 24(a)\nhereof.\n\n            (m) \"Expiration Date\" has the meaning set forth in Section 7(a)\nhereof.\n\n            (n) \"Final Expiration Date\" has the meaning set forth in Section\n7(a) hereof.\n\n            (o) \"Independent Director\" means a member of the Board of Directors\nof the Company, (i) who is not, and during the past three years has not been,\nan officer or employee of the Company, and (ii) who is not (A) an Acquiring\nPerson or an Affiliate or Associate of an Acquiring Person or (B) a Person who\nshall have made a proposal to the Company or its shareholders, or taken any\nother action that, if effective, could cause such Person to become an Acquiring\nPerson hereunder, or an Affiliate or Associate of any such Person.\n\n            (p) \"MCI Group Stock\" means WorldCom, Inc.--MCI Group Common Stock,\na series of Common Stock having a par value of $.01 per share.\n\n            (q) \"MCI Right\" has the meaning set forth in the preamble to this\nAgreement.\n\n            (r) \"MCI Right Certificate\" has the meaning set forth in Section\n3(a) hereof.\n\n            (s) \"number of Adjustment Shares\" has the meaning set forth in\nSection 11(b) hereof.\n\n            (t) \"Person\" means any individual, firm, corporation, partnership\nor other entity, and shall include any successor (by merger or otherwise) of\nany such entity.\n\n            (u) \"Preferred Stock\" means the Series 4 Preferred Stock and\/or the\nSeries 5 Preferred Stock, as the context requires.\n\n            (v) \"Principal Party\" has the meaning set forth in Section 13(b)\nhereof.\n\n            (w) \"Prior Written Approval of the Company\" means prior express\nwritten consent of the Company to the actions in question, executed on behalf\nof the Company by a duly authorized officer of the Company following express\napproval by action of at least a majority of the Independent Directors.\n\n            (x) \"Purchase Price\" means the Series 4 Purchase Price and\/or the\nSeries 5 Purchase Price, as the context requires.\n\n\n                                       4\n\n\n            (y) \"Record Date\" has the meaning set forth in the preamble to this\nAgreement.\n\n            (z) \"Redemption Price\" has the meaning set forth in Section 23(a)\nhereof.\n\n            (aa) \"Registrar\" has the meaning set forth in Section 5(a) hereof.\n\n            (bb) \"Right Certificates\" has the meaning set forth in Section 3(a)\nhereof.\n\n            (cc) \"Rights\" has the meaning set forth in the preamble to this\nAgreement.\n\n            (dd) \"Rights Agent\" has the meaning set forth in the preamble to\nthis Agreement.\n\n            (ee) \"Section 11(b) Event\" has the meaning set forth in Section\n11(b) hereof.\n\n            (ff) \"Section 13 Event\" means an event described in clauses (x),\n(y) or (z) of Section 13(a) hereof.\n\n            (gg) \"Series 4 Preferred Stock\" has the meaning set forth in the\npreamble to this Agreement.\n\n            (hh) \"Series 5 Preferred Stock\" has the meaning set forth in the\npreamble to this Agreement.\n\n            (ii) \"Series 4 Purchase Price\" has the meaning in Section 7(b)\nhereof.\n\n            (jj) \"Series 5 Purchase Price\" has the meaning in Section 7(b)\nhereof.\n\n            (kk) \"Stock Acquisition Date\" means the earlier of (i) the first\ndate of public announcement by the Company or an Acquiring Person that a Person\nhas become an Acquiring Person, or (ii) the date on which the Company first has\nnotice, direct or indirect, or otherwise determines that a Person has become an\nAcquiring Person.\n\n            (ll) \"Subsidiary\" means, with respect to any Person, any other\nPerson of which securities or other ownership interests having ordinary Voting\nPower, in the absence of contingencies, to elect a majority of the board of\ndirectors (or other persons performing similar functions) of such other Person\nare at the time directly or indirectly owned by such Person or one or more of\nsuch Person's Subsidiaries, except that \"Subsidiary\" when used with reference\nto the Company shall mean any Person of which either a majority of the Voting\nPower of the voting equity securities or a majority of the equity interests is\nowned, directly or indirectly, by the Company.\n\n            (mm) \"Summary of Rights\" means the Summary of Preferred Stock\nPurchase Rights in substantially the form of Exhibit C hereto.\n\n            (nn) \"Trading Day\" has the meaning set forth in Section 11(f)\nhereof.\n\n\n                                       5\n\n\n            (oo) \"Voting Power\" means the voting power of all securities of a\nPerson then outstanding generally entitled to vote for the election of\ndirectors of the Person (or, where appropriate, for the election of persons\nperforming similar functions).\n\n            (pp) \"WorldCom Group Stock\" means WorldCom, Inc.--WorldCom Group\nCommon Stock, a series of Common Stock having a par value of $.01 per share.\n\n            (qq) \"WorldCom Right\" has the meaning set forth in the preamble to\nthis Agreement.\n\n            (rr) \"WorldCom Right Certificate\" has the meaning set forth in\nSection 3(a) hereof.\n\n            SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints\nthe Rights Agent to act as agent for the Company and the holders of the Rights\n(who, in accordance with Section 3 hereof, shall prior to the Distribution Date\nalso be the holders of Common Stock) in accordance with the terms and\nconditions hereof, and the Rights Agent hereby accepts such appointment. The\nCompany may from time to time appoint such Co-Rights Agents as it may deem\nnecessary or desirable. The Company shall promptly send written notice to the\nRights Agent of any such appointment. In the event the Company appoints one or\nmore Co-Rights Agents, the respective duties of the Rights Agents and any\nCo-Rights Agents shall be as the Company shall determine.\n\n            SECTION 3. ISSUANCE OF RIGHT CERTIFICATES.\n\n            (a) Until the earlier of (i) the Close of business on the tenth\nBusiness Day after the Stock Acquisition Date or (ii) the Close of business on\nthe tenth Business Day (or such later date as may be determined by action of\nthe Board of Directors but in no event later than the tenth Business Day after\nsuch time as any Person becomes an Acquiring Person) after the date that a\ntender or exchange offer by any Person (other than the Company, any Subsidiary\nof the Company, any employee benefit plan or compensation arrangement of the\nCompany or of any Subsidiary of the Company, or any entity holding securities\nof the Company to the extent organized, appointed or established by the Company\nor any Subsidiary of the Company for or pursuant to the terms of any such\nemployee benefit plan or compensation arrangement) is first published or sent\nor given within the meaning of Rule 14d-2(a) of the General Rules and\nRegulations under the Exchange Act, without the Prior Written Approval of the\nCompany, which tender or exchange offer would result in any Person becoming the\nBeneficial Owner of Voting Power aggregating 15% or more of the outstanding\nVoting Power (including any such date which is after the date of this Agreement\nand prior to the issuance of the Rights; the earlier of such dates being herein\nreferred to as the \"Distribution Date\"), (y) each WorldCom Right and each MCI\nRight will be evidenced (subject to the provisions of paragraph (b) of this\nSection 3) by the certificates representing shares of WorldCom Group Stock and\nMCI Group Stock, respectively, registered in the names of the holders of\nWorldCom Group Stock and MCI Group Stock, respectively (which certificates for\nWorldCom Group Stock and MCI Group Stock shall be deemed also to be WorldCom\nRight Certificates and MCI Right Certificates, respectively), and not by\nseparate Right Certificates, as more fully set forth below, and (z) the\nWorldCom Rights\n\n\n                                       6\n\n\n(and the right to receive certificates therefor) will be transferable only in\nconnection with the transfer of the underlying shares of WorldCom Group Stock\nand the MCI Rights (and the right to receive certificates therefor) will be\ntransferable only in connection with the transfer of the underlying shares of\nMCI Group Stock, as more fully set forth below. As soon as practicable after\nthe Company has notified the Rights Agent of the occurrence of the Distribution\nDate, the Company shall prepare and execute, and the Rights Agent shall\ncountersign and send, by first-class, insured, postage prepaid mail, to each\nrecord holder of Common Stock as of the Close of business on the Distribution\nDate, at the address of such holder shown on the records of the Company, a\nright certificate, in substantially the form of Exhibit A hereto (the \"WorldCom\nRight Certificate\"), evidencing one WorldCom Right for each share of WorldCom\nGroup Stock so held, subject to adjustment as provided herein, and a right\ncertificate, in substantially the form of Exhibit B hereto (the \"MCI Right\nCertificate\", together with the WorldCom Right Certificate, the \"Right\nCertificates\"), evidencing one MCI Right for each share of MCI Group Stock so\nheld, subject to adjustment as provided herein. As of and after the\nDistribution Date, the Rights will be evidenced solely by such Right\nCertificates.\n\n            (b) On the Record Date, or as soon as practicable thereafter, the\nCompany will send a copy of the Summary of Rights by first-class,\npostage-prepaid mail, to each record holder of Common Stock as of the Close of\nbusiness on the Record Date, at the address of such holder shown on the records\nof the Company. With respect to certificates for shares of Common Stock\noutstanding as of the Record Date, until the Distribution Date (or the earlier\nredemption, expiration or termination of the Rights), the Rights will be\nevidenced by such certificates for the Common Stock registered in the names of\nthe holders of the Common Stock and the registered holders of the Common Stock\nshall also be registered holders of the associated Rights. Until the\nDistribution Date (or the earlier redemption, expiration or termination of the\nRights), the surrender for transfer of any of the certificates for the Common\nStock outstanding in respect of which Rights have been issued shall also\nconstitute the transfer of the Rights associated with the Common Stock\nrepresented by such certificate.\n\n            (c) Certificates for the Common Stock issued after the Record Date\nbut prior to the earlier of the Distribution Date or the redemption, expiration\nor termination of the Rights shall be deemed also to be certificates for Rights\nand shall have impressed, printed or written on, or otherwise affixed to them\nthe following legend:\n\n            This certificate also evidences and entitles the holder hereof to\n            certain Rights as set forth in a Rights Agreement dated as of March\n            7, 2002 between WorldCom, Inc. (the \"Company\") and The Bank of New\n            York, as Rights Agent (the \"Rights Agreement\"), as it may from time\n            to time be supplemented or amended, the terms of which are\n            incorporated herein by reference and a copy of which is on file at\n            the principal executive offices of the Company. Under certain\n            circumstances, as set forth in the Rights Agreement, such Rights\n            may expire or may be redeemed, exchanged or be evidenced by\n            separate certificates and no longer be evidenced by this\n            certificate. The Company will mail to the holder of this\n            certificate a copy of the Rights Agreement without charge promptly\n            after receipt of a\n\n\n                                       7\n\n\n            written request therefor. Under certain circumstances, Rights\n            issued to or held by Acquiring Persons or their Affiliates or\n            Associates (as defined in the Rights Agreement) and any subsequent\n            holder of such Rights may become null and void.\n\n            With respect to such certificates containing the foregoing legend,\nuntil the Distribution Date (or the earlier redemption, expiration or\ntermination of the Rights), the Rights associated with Common Stock represented\nby such certificates shall be evidenced by such certificates alone, and the\nsurrender for transfer of any of such certificates shall also constitute the\ntransfer of the Rights associated with Common Stock represented by such\ncertificates.\n\n            In the event that the Company purchases or acquires any Common\nStock after the Record Date but prior to the Distribution Date, any Rights\nassociated with such Common Stock shall be deemed cancelled and retired so that\nthe Company shall not be entitled to exercise any Rights associated with shares\nof Common Stock that are no longer outstanding.\n\n            SECTION 4. FORM OF RIGHT CERTIFICATES.\n\n            (a) The Right Certificates (and the forms of election to purchase\nshares and of assignment to be printed on the reverse thereof) shall be in\nsubstantially the same form as Exhibit A hereto for the WorldCom Rights and\nExhibit B hereto for the MCI Rights and may have such marks of identification\nor designation and such legends, summaries or endorsements printed thereon as\nthe Company may deem appropriate and as are not inconsistent with the\nprovisions of this Agreement, or as may be required to comply with any\napplicable law, rule or regulation or with any rule or regulation of any stock\nexchange on which the Rights may from time to time be listed, or to conform to\ncustomary usage. Subject to the provisions of Section 11 and Section 22 hereof,\nthe Right Certificates, whenever issued, shall be dated as of the Record Date,\nand on their face shall entitle the holders thereof to purchase such number of\none one-thousandths of a share of Preferred Stock as shall be set forth therein\nat the price per one one-thousandth of a share as set forth therein, but the\nnumber and identity of such shares and the Purchase Price shall be and remain\nsubject to adjustment as provided in Sections 11, 13 and 22 hereof.\n\n            (b) Any Right Certificate issued pursuant to Section 3(a) hereof\nthat represents Rights beneficially owned by an Acquiring Person or any\nAssociate or Affiliate thereof and any Right Certificate issued at any time\nupon the transfer of any Rights to an Acquiring Person or any Associate or\nAffiliate thereof or to any nominee of such Acquiring Person, Associate or\nAffiliate, and any Right Certificate issued pursuant to Section 6 hereof,\nSection 11 hereof or Section 22 hereof upon transfer, exchange, replacement or\nadjustment of any other Right Certificate referred to in this sentence, shall\ncontain (to the extent feasible) the following legend:\n\n            The Rights represented by this Right Certificate were issued to a\n            Person who was an Acquiring Person or an Affiliate or an Associate\n            of an Acquiring Person. This Right Certificate and the Rights\n            represented hereby are void in the circumstances specified in\n            Section 7(e) of the Rights Agreement.\n\n\n                                       8\n\n\n            The failure to print the foregoing legend on any such Right\nCertificate or any defect therein shall not affect in any manner whatsoever the\napplication or interpretation of the provisions of Section 7(e) hereof.\n\n            SECTION 5. COUNTERSIGNATURE AND REGISTRATION.\n\n            (a) The Right Certificates shall be executed on behalf of the\nCompany by its Chairman of the Board, its President or any Vice President,\neither manually or by facsimile signature, and shall have affixed thereto the\nCompany's seal or a facsimile thereof which shall be attested by the Secretary\nor an Assistant Secretary of the Company, either manually or by facsimile\nsignature. The Right Certificates shall be countersigned manually or by\nfacsimile signature by the Rights Agent or the registrar or co-registrar for\nthe Common Stock (the \"Registrar\") and shall not be valid for any purpose\nunless so countersigned. In case any officer of the Company whose manual or\nfacsimile signature is affixed to the Right Certificates shall cease to be such\nofficer of the Company before countersignature by the Rights Agent or the\nRegistrar and issuance and delivery by the Company, such Right Certificates,\nnevertheless, may be countersigned by the Rights Agent or the Registrar, issued\nand delivered with the same force and effect as though the person who signed\nsuch Right Certificates had not ceased to be such officer of the Company. Any\nRight Certificate may be signed on behalf of the Company by any person who, at\nthe actual date of the execution of such Right Certificate, shall be a proper\nofficer of the Company to sign such Right Certificate, although at the date of\nthe execution of this Rights Agreement any such person was not such an officer.\n\n            (b) Following the Distribution Date, the Rights Agent will keep or\ncause to be kept, at its stockholder services office or such other office\ndesignated for such purpose, books for registration and transfer of the Right\nCertificates issued hereunder. Such books shall show the names and addresses of\nthe respective holders of the Right Certificates, the number of Rights\nevidenced on its face by each of the Right Certificates, the certificate number\nof each of the Right Certificates and the date of each of the Right\nCertificates.\n\n            SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT\nCERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. Subject\nto the provisions of Section 14 hereof, at any time after the Close of business\non the Distribution Date, and at or prior to the Close of business on the\nExpiration Date (as such term is defined in Section 7(a) hereof), any Right\nCertificate or Right Certificates may be transferred, split up, combined or\nexchanged for another Right Certificate or Right Certificates, entitling the\nregistered holder to purchase a like number of shares of Preferred Stock as the\nRight Certificate or Right Certificates surrendered then entitled such holder\nto purchase. Any registered holder desiring to transfer, split up, combine or\nexchange any Right Certificate shall make such request in writing delivered to\nthe Rights Agent, and shall surrender the Right Certificate or Right\nCertificates to be transferred, split up, combined or exchanged at the\nstockholder services office of the Rights Agent or such office designated for\nsuch purpose. Thereupon, the Rights Agent shall countersign and deliver to the\nPerson entitled thereto a Right Certificate or Right Certificates, as the case\nmay be, as so requested. The Company may require payment of a sum sufficient to\ncover any tax or governmental charge that may be imposed in connection with any\ntransfer, split up, combination or exchange of Right Certificates.\n\n\n                                       9\n\n\n            Upon receipt by the Company and the Rights Agent of evidence\nreasonably satisfactory to them of the loss, theft, destruction or mutilation\nof a Right Certificate, and, in case of loss, theft or destruction, of\nindemnity or security reasonably satisfactory to them, and reimbursement to the\nCompany and the Rights Agent of all reasonable expenses incidental thereto, and\nupon surrender to the Rights Agent and cancellation of the Right Certificate,\nif mutilated, the Company will make and deliver a new Right Certificate of like\ntenor to the Rights Agent for countersignature and delivery to the registered\nowner in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.\n\n            SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF\nRIGHTS.\n\n            (a) The registered holder of any Right Certificate may exercise the\nRights evidenced thereby (except as otherwise provided herein) in whole or in\npart at any time after the Distribution Date upon surrender of the Right\nCertificate, with the form of election to purchase on the reverse side thereof\nduly executed, to the Rights Agent at the stockholder services office of the\nRights Agent or such office designated for such purpose, together with payment\nof the applicable Purchase Price for each one one-thousandth of a share of\nSeries 4 Preferred Stock, in the case of a WorldCom Right, and one\none-thousandth of a share of Series 5 Preferred Stock, in the case of a MCI\nRight, as to which the Rights are exercised, at or prior to the Close of\nbusiness on the Expiration Date. The \"Expiration Date\", as used in this\nAgreement, shall be the earliest of (i) the Final Expiration Date (as defined\nbelow), (ii) the time at which the Rights are redeemed as provided in Section\n23 hereof, or (iii) the time at which the Rights are exchanged as provided in\nSection 24 hereof. The \"Final Expiration Date,\" as used in this Agreement,\nshall be March 18, 2012.\n\n            (b) The purchase price (\"Series 4 Purchase Price\") for each one\none-thousandth of a share of Series 4 Preferred Stock pursuant to the exercise\nof a WorldCom Right shall initially be equal to $60.00. The purchase price\n(\"Series 5 Purchase Price\") for each one one-thousandth of a share of Series 5\nPreferred Stock pursuant to the exercise of a MCI Right shall initially be\nequal to $40.00. The Purchase Price shall be subject to adjustment from time to\ntime as provided in Sections 11 and 13 hereof and shall be payable in lawful\nmoney of the United States of America in accordance with paragraph (c) below.\n\n            (c) Upon receipt of a Right Certificate, with the form of election\nto purchase duly executed, accompanied by payment of the Purchase Price for\neach one one-thousandth of a share of Preferred Stock to be purchased and an\namount equal to any applicable transfer tax required to be paid by the holder\nof the Rights pursuant hereto in accordance with Section 9 hereof by certified\ncheck, bank draft or money order payable to the order of the Company or the\nRights Agent, the Rights Agent shall, subject to Section 20(k) hereof,\nthereupon (i) promptly either (A) requisition from any transfer agent of the\nshares of Preferred Stock (or make available, if the Rights Agent is the\ntransfer agent) certificates for the number of shares of Preferred Stock to be\npurchased and the Company hereby irrevocably authorizes its transfer agent to\ncomply with all such requests, or (B) if the Company, in its sole discretion,\nshall have elected to deposit the shares of Preferred Stock issuable upon\nexercise of the Rights hereunder into a depositary, requisition from the\ndepositary agent depositary receipts representing such number of one\none-thousandths of a share of Preferred Stock as are to be purchased (in which\ncase certificates for \n\n\n                                      10\n\n\nthe shares of Preferred Stock represented by such receipts shall be deposited\nby the transfer agent with the depositary agent) and the Company will direct\nthe depositary agent to comply with all such requests, (ii) promptly after\nreceipt of such certificates or depositary receipts cause the same to be\ndelivered to or upon the order of the registered holder of such Right\nCertificate, registered in such name or names as may be designated by such\nholder, (iii) when appropriate, requisition from the Company the amount of cash\nto be paid in lieu of issuance of fractional shares in accordance with Section\n14 hereof, (iv) after receipt of any such cash, promptly deliver such cash to\nor upon the order of the registered holder of such Right Certificate, (v) when\nappropriate, requisition from the Company the amount of cash or securities\nissuable upon exercise of a Right pursuant to the adjustment provisions of\nSection 11 or the exchange provisions of Section 24, and (vi) after receipt of\nany such cash or securities, promptly deliver such cash or securities to or\nupon the order of the registered holder of such Right Certificate, of any such\ncash or securities.\n\n            (d) In case the registered holder of any Right Certificate shall\nexercise less than all the Rights evidenced thereby, a new Right Certificate\nevidencing Rights equivalent to the Rights remaining unexercised shall be\nissued by the Rights Agent to the registered holder of such Right Certificate\nor to his duly authorized assigns, subject to the provisions of Section 14\nhereof.\n\n            (e) Notwithstanding anything in this Agreement to the contrary,\nupon the first occurrence of a Section 11(b) Event or a Section 13 Event, any\nRights that are or were at any time on or after the earlier of the Stock\nAcquisition Date or the Distribution Date beneficially owned by an Acquiring\nPerson or any Associate or Affiliate of an Acquiring Person shall become void\nwith respect to the rights provided under Section 11(b), Section 13(a) and\nSection 24 hereof and any holder of such Rights shall thereafter have no right\nto exercise such Rights under the provisions of Section 11(b) and Section 13(a)\nhereof, or to receive any Common Stock in exchange therefor pursuant to the\nprovisions of Section 24 hereof.\n\n            (f) Notwithstanding anything in this Agreement to the contrary,\nneither the Rights Agent nor the Company shall be obligated to undertake any\naction with respect to a registered holder upon the occurrence of any purported\nexercise as set forth in this Section 7 unless the certificate contained in the\nappropriate form of election to purchase set forth on the reverse side of the\nRight Certificate surrendered for such exercise shall have been properly\ncompleted and duly executed by the registered holder thereof and the Company\nshall have been provided with such additional evidence of the identity of the\nBeneficial Owner (or former Beneficial Owner) or Affiliates or Associates\nthereof as the Company shall reasonably request.\n\n            SECTION 8. CANCELLATION OF RIGHT CERTIFICATES. All Right\nCertificates surrendered for the purpose of exercise, transfer, split up,\ncombination or exchange shall, if surrendered to the Company or to any of its\nagents, be delivered to the Rights Agent for cancellation or in cancelled form,\nor, if surrendered to the Rights Agent, shall be cancelled by it, and no Right\nCertificates shall be issued in lieu thereof except as expressly permitted by\nany of the provisions of this Rights Agreement. The Company shall deliver to\nthe Rights Agent for cancellation and retirement, and the Rights Agent shall so\ncancel and retire, any other Right Certificate purchased or acquired by the\nCompany otherwise than upon the exercise thereof. The Rights Agent shall\ndeliver all cancelled Right Certificates to the Company.\n\n\n                                      11\n\n\n            SECTION 9. RESERVATION AND AVAILABILITY OF SHARES OF PREFERRED\nSTOCK.\n\n            (a) The Company covenants and agrees that it will cause to be\nreserved and kept available out of its authorized and unissued shares of\nPreferred Stock or its authorized and issued shares of Preferred Stock held in\nits treasury, the number of shares of Preferred Stock that will be sufficient\nto permit the exercise in full of all outstanding Rights and, after the\noccurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve and\nkeep available a sufficient number of shares of Preferred Stock, Common Stock\nand\/or other securities which may be required to permit the exercise in full of\nthe Rights pursuant to this Agreement.\n\n            (b) The Company covenants and agrees that it will take all such\naction as may be necessary to ensure that all shares of Preferred Stock and\/or\nother securities delivered upon exercise of Rights shall, at the time of\ndelivery of the certificates for such shares or other securities (subject to\npayment of the Purchase Price), be duly and validly authorized and issued and\nfully paid and nonassessable shares or securities.\n\n            (c) The Company shall use its best efforts to (i) file, as soon as\npracticable following the first occurrence of an event which would establish\nthe Distribution Date, a registration statement under the Securities Act of\n1933, as amended (the \"Securities Act\"), with respect to the securities\npurchasable upon exercise of the Rights on an appropriate form, (ii) cause such\nregistration statement to become effective as soon as practicable after such\nfiling, and (iii) cause such registration statement to remain effective (with a\nprospectus at all times meeting the requirements of the Securities Act) until\nthe Expiration Date The Company will also take such action as may be\nappropriate under the \"blue sky laws\" of the various states.\n\n            (d) The Company further covenants and agrees that it will pay when\ndue and payable any and all federal and state transfer taxes and charges which\nmay be payable in respect of the issuance or delivery of the Right Certificates\nor of any shares of Preferred Stock and\/or other securities upon the exercise\nof Rights. The Company shall not, however, be required to pay any transfer tax\nwhich may be payable in respect of any transfer involved in the transfer or\ndelivery of Right Certificates or the issuance or delivery of certificates or\ndepositary receipts for Preferred Stock and\/or other securities in a name other\nthan that of the registered holder of the Right Certificate evidencing Rights\nsurrendered for exercise, nor shall the Company be required to issue or deliver\nany certificates or depositary receipts for shares of Preferred Stock and\/or\nother securities upon the exercise of any Rights until any such tax shall have\nbeen paid (any such tax being payable by the holder of such Right Certificate\nat the time of surrender) or until it has been established to the Company's\nsatisfaction that no such tax is due.\n\n            SECTION 10. PREFERRED STOCK RECORD DATE. Each Person (other than\nthe Company) in whose name any certificate for Series 4 Preferred Stock or\nSeries 5 Preferred Stock (or other securities) is issued upon the exercise of\nRights shall for all purposes be deemed to have become the holder of record of\nthe Preferred Stock (or other securities) represented thereby on, and such\ncertificate shall be dated, the date upon which the Right Certificate\nevidencing such Rights was duly surrendered and payment of the Purchase Price\n(and any applicable transfer taxes) was made; provided, however, that if the\ndate of such surrender and payment is a date upon which the Preferred Stock (or\nother securities) transfer books of the Company are closed, \n\n\n                                      12\n\n\nsuch Person shall be deemed to have become the record holder of such shares on,\nand such certificate shall be dated, the next succeeding Business Day on which\nthe Preferred Stock (or other securities) transfer books of the Company are\nopen. Prior to the exercise of the Rights evidenced thereby, the holder of a\nRight Certificate shall not be entitled to any rights of a shareholder of the\nCompany with respect to shares for which the Rights shall be exercisable,\nincluding, without limitation, the right to vote, to receive dividends or other\ndistributions or to exercise any preemptive rights, and shall not be entitled\nto receive any notice of any proceedings of the Company, except as provided\nherein.\n\n            SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR\nNUMBER OF RIGHTS. The Series 4 Purchase Price or the Series 5 Purchase Price,\nas the case may be, the number and identity of shares covered by each WorldCom\nRight or MCI Right, as the case may be, and the number of WorldCom Rights or\nMCI Rights, as the case may be, outstanding are subject to adjustment from time\nto time as provided in this Section 11.\n\n            (a) In the event the Company shall at any time after the date of\nthis Agreement (i) declare a dividend on the Series 4 Preferred Stock or Series\n5 Preferred Stock, as the case may be, payable in shares of Series 4 Preferred\nStock or Series 5 Preferred Stock, as the case may be, (ii) subdivide the\noutstanding Series 4 Preferred Stock or Series 5 Preferred Stock, as the case\nmay be, (iii) combine the outstanding Series 4 Preferred Stock or Series 5\nPreferred Stock, as the case may be, into a smaller number of shares or (iv)\nissue any shares of its capital stock in a reclassification of the Series 4\nPreferred Stock or Series 5 Preferred Stock, as the case may be (including any\nsuch reclassification in connection with a consolidation or merger in which the\nCompany is the continuing or surviving corporation), except as otherwise\nprovided in this Section 11, the Series 4 Purchase Price or Series 5 Purchase\nPrice, as the case may be, in effect at the time of the record date for such\ndividend or the time of the effective date of such subdivision, combination or\nreclassification, and the number and kind of shares of capital stock, including\nPreferred Stock, issuable upon exercise of a WorldCom Right or MCI Right, as\nthe case may be, shall be proportionately adjusted so that the holder of any\nWorldCom Right or MCI Right, as the case may be, exercised after such time,\nupon payment of the aggregate consideration such holder would have had to pay\nto exercise such WorldCom Right or MCI Right, as the case may be, prior to such\ntime, shall be entitled to receive the aggregate number and kind of shares of\ncapital stock, including Preferred Stock, which, if such WorldCom Right or MCI\nRight, as the case may be, had been exercised immediately prior to such date\nand at a time when the Preferred Stock transfer books of the Company were open,\nhe would have owned upon such exercise and been entitled to receive by virtue\nof such dividend, subdivision, combination or reclassification.\n\n            (b) In the event any Person shall become an Acquiring Person\n(\"Section 11(b) Event\"), then proper provision shall be made so that each\nholder of a Right, subject to Section 7(e) and Section 24 hereof and except as\nprovided below, shall after the later of the occurrence of such event and the\neffective date of an appropriate registration statement pursuant to Section 9\nhereof, have a right to receive, upon exercise thereof at the then current\nPurchase Price, multiplied by the then number of one one-thousandths of a share\nof Preferred Stock for which a Right is then exercisable, in accordance with\nthe terms of this Agreement, in lieu of shares of Preferred Stock, such number\nof shares of WorldCom Group Stock or MCI Group Stock, as the case may be, as\nshall equal the result obtained by (y) multiplying the then current Series 4\n\n\n                                      13\n\n\nPurchase Price or Series 5 Purchase Price, as the case may be, by the then\nnumber of one one-thousandths of a share of Series 4 Preferred Stock or Series\n5 Preferred Stock, as the case may be, for which a Right is then exercisable\nand dividing that product by (z) 50% of the current market price per one share\nof WorldCom Group Stock or MCI Group Stock, as the case may be (determined\npursuant to Section 11(f) hereof on the date of the occurrence of the Section\n11(b) Event) (such number of shares being referred to as the \"number of\nAdjustment Shares\").\n\n            (c) In the event that there shall not be sufficient shares of\nWorldCom Group Stock or MCI Group Stock, as the case may be, issued but not\noutstanding or authorized but unissued to permit the exercise in full of the\nRights in accordance with the foregoing Section 11(b), and the Rights become so\nexercisable, notwithstanding any other provision of this Agreement, to the\nextent necessary and permitted by applicable law and any agreements or\ninstruments in effect on the date hereof to which the Company is a party, each\nRight shall thereafter represent the right to receive, upon exercise thereof at\nthe then current Series 4 Purchase Price or the Series 5 Purchase Price, as the\ncase may be, multiplied by the then number of one one-thousandths of a share of\nSeries 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, for\nwhich a Right is then exercisable, in accordance with the terms of this\nAgreement, a number of shares, or units of shares, of (y) WorldCom Group Stock\nor MCI Group Stock, as the case may be, and (z) preferred stock (or other\nequity securities) of the Company, including, but not limited to Preferred\nStock, equal in the aggregate to the number of Adjustment Shares where the\nBoard of Directors by action of at least a majority of the Independent\nDirectors shall have in good faith deemed such shares or units, other than the\nshares of Common Stock, to have at least the same value and voting rights as\nthe Common Stock (a \"common stock equivalent\"); provided, however, if there are\nunavailable sufficient shares (or fractions of shares) of WorldCom Group Stock\nor MCI Group Stock, as the case may be, and\/or common stock equivalents, then\nthe Company shall take all such action as may be necessary to authorize\nadditional shares of WorldCom Group Stock or MCI Group Stock, as the case may\nbe, or common stock equivalents for issuance upon exercise of the Rights,\nincluding the calling of a meeting of shareholders; and provided, further, that\nif the Company is unable to cause sufficient shares of WorldCom Group Stock or\nMCI Group Stock, as the case may be, and\/or common stock equivalents to be\navailable for issuance upon exercise in full of the Rights, then the Company,\nto the extent necessary and permitted by applicable law and any agreements or\ninstruments in effect on the date thereof to which it is a party, shall make\nprovision to pay an amount in cash equal to twice the Series 4 Purchase Price\nor Series 5 Purchase Price (as adjusted pursuant to this Section 11), as the\ncase may be, in lieu of issuing shares of WorldCom Group Stock or MCI Group\nStock, as the case may be, and\/or common stock equivalents. To the extent that\nthe Company determines that some action needs to be taken pursuant to this\nSection 11(c), the Board of Directors by action of at least a majority of the\nIndependent Directors may suspend the exercisability of the Rights for a period\nof up to sixty (60) days following the date on which the Section 11(b) Event\nshall have occurred, in order to decide the appropriate form of distribution to\nbe made pursuant to this Section 11(c) and to determine the value thereof. In\nthe event of any such suspension, the Company shall issue a public announcement\nstating that the exercisability of the Rights has been temporarily suspended.\nThe Board of Directors by action of at least a majority of the Independent\nDirectors may, but shall not be required to, establish procedures to allocate\nthe right to receive Common Stock and common stock equivalents \n\n\n                                      14\n\n\nupon exercise of the Rights among holders of Rights, which such allocation may\nbe, but is not required to be, pro-rata.\n\n            (d) If the Company shall fix a record date for the issuance of\nrights or warrants to all holders of Series 4 Preferred Stock or Series 5\nPreferred Stock, as the case may be, entitling them (for a period expiring\nwithin 90 calendar days after such record date) to subscribe for or purchase\nSeries 4 Preferred Stock or Series 5 Preferred Stock, as the case may be (or\nsecurities having the same or more favorable rights, privileges and preferences\nas the Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may be\n(\"equivalent preferred stock\")) or securities convertible into Series 4\nPreferred Stock or Series 5 Preferred Stock, as the case may be, or equivalent\npreferred stock, at a price per share of Series 4 Preferred Stock or Series 5\nPreferred Stock, as the case may be, or per share of equivalent preferred stock\nor having a conversion or exercise price per share, as the case may be, less\nthan the current market price (as defined in Section 11(f) hereof) per share of\nSeries 4 Preferred Stock or Series 5 Preferred Stock, as the case may be, on\nsuch record date, the Series 4 Purchase Price or Series 5 Purchase Price, as\nthe case may be, to be in effect after such record date shall be determined by\nmultiplying the Series 4 Purchase Price or Series 5 Purchase Price, as the case\nmay be, in effect immediately prior to such date by a fraction, the numerator\nof which shall be the number of shares of Series 4 Preferred Stock or Series 5\nPreferred Stock, as the case may be, outstanding on such record date plus the\nnumber of shares of Series 4 Preferred Stock or Series 5 Preferred Stock, as\nthe case may be, which the aggregate offering price of the total number of\nshares of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case may\nbe, or equivalent preferred stock to be offered (and\/or the aggregate initial\nconversion price of the convertible securities so to be offered) would purchase\nat such current market price, and the denominator of which shall be the number\nof shares of Series 4 Preferred Stock or Series 5 Preferred Stock, as the case\nmay be, outstanding on such record date plus the number of additional shares of\nSeries 4 Preferred Stock or Series 5 Preferred Stock, as the case may be,\nand\/or equivalent preferred stock to be offered for subscription or purchase\n(or into which the convertible securities so to be offered are initially\nconvertible). In case such subscription price may be paid in a consideration,\npart or all of which shall be in a form other than cash, the value of such\nconsideration shall be as determined in good faith by a majority of the\nIndependent Directors, whose determination shall be described in a statement\nfiled with the Rights Agent. Shares of Series 4 Preferred Stock or Series 5\nPreferred Stock, as the case may be, owned by or held for the account of the\nCompany shall not be deemed outstanding for the purpose of any such\ncomputation. Such adjustment shall be made successively whenever such a record\ndate is fixed; and in the event that such rights or warrants are not so issued,\nthe Series 4 Purchase Price or Series 5 Purchase Price, as the case may be,\nshall be adjusted to be the Series 4 Purchase Price or Series 5 Purchase Price,\nas the case may be, which would then be in effect if such record date had not\nbeen fixed.\n\n            (e) If the Company shall fix a record date for the making of a\ndistribution to all holders of Series 4 Preferred Stock or Series 5 Preferred\nStock, as the case may be, (including any such distribution made in connection\nwith a consolidation or merger in which the Company is the continuing or\nsurviving corporation) of evidences of indebtedness, cash (other than a regular\nperiodic cash dividend out of earnings or retained earnings of the Company),\nassets (other than a dividend payable in Preferred Stock, but including any\ndividend payable in stock other than Preferred Stock) or convertible\nsecurities, subscription rights or warrants (excluding those \n\n\n                                      15\n\n\nreferred to in Section 11(d) hereof), the Series 4 Purchase Price or Series 5\nPurchase Price, as the case may be, to be in effect after such record date\nshall be determined by multiplying the Series 4 Purchase Price or Series 5\nPurchase Price, as the case may be, in effect immediately prior to such record\ndate by a fraction, the numerator of which shall be the current market price\n(as defined in Section 11(f) hereof) for one share of Series 4 Preferred Stock\nor Series 5 Preferred Stock, as the case may be, on such record date less the\namount of cash or the fair market value (as determined in good faith by a\nmajority of the Independent Directors, whose determination shall be described\nin a statement filed with the Rights Agent) of the portion of the assets or\nevidences of indebtedness so to be distributed or of such convertible\nsecurities, subscription rights or warrants applicable to one share of Series 4\nPreferred Stock or Series 5 Preferred Stock, as the case may be, and the\ndenominator of which shall be such current market price for one share of Series\n4 Preferred Stock or Series 5 Preferred Stock, as the case may be. Such\nadjustments shall be made successively whenever such a record date is fixed;\nand in the event that such distribution is not so made, the Series 4 Purchase\nPrice or Series 5 Purchase Price, as the case may be, shall again be adjusted\nto be the Series 4 Purchase Price or Series 5 Purchase Price, as the case may\nbe, which would then be in effect if such record date had not been fixed.\n\n            (f) (i) For the purpose of any computation hereunder, the \"current\nmarket price\" of any security (a \"Security\" for purposes of this Section\n11(f)(i)) on any date shall be deemed to be the average of the daily closing\nprices per share of such Security for the 30 consecutive Trading Days (as\nhereinafter defined) immediately prior to such date; provided, however, that in\nthe event that the current market price per share of such Security is\ndetermined during a period following the announcement by the issuer of such\nSecurity of (A) a dividend or distribution on such Security payable in shares\nof such Security or securities convertible into shares of such Security or (B)\nany subdivision, combination or reclassification of such Security, and prior to\nthe expiration of 30 Trading Days after the ex-dividend date for such dividend\nor distribution or the record date for such subdivision, combination or\nreclassification, then, and in each such case, the \"current market price\" shall\nbe appropriately adjusted to reflect the current market price per share\nequivalent of such Security. The closing price for each day shall be the last\nsale price, regular way, or, in case no such sale takes place on such day, the\naverage of the closing bid and asked prices, regular way, in either case as\nreported in the principal consolidated transaction reporting system with\nrespect to securities listed or admitted to trading on the New York Stock\nExchange or, if the Security is not listed or admitted to trading on the New\nYork Stock Exchange, as reported in the principal consolidated transaction\nreporting system with respect to securities listed or admitted to trading on\nthe principal national securities exchange on which the Security is listed or\nadmitted to trading or, if the Security is not listed or admitted to trading on\nany national securities exchange, as reported by the Nasdaq National Market\nSystem, or if the Security is not listed or admitted to trading on any national\nsecurities exchange or included in the Nasdaq National Market System, the\naverage of the high bid and low asked prices in the over-the-counter market, as\nreported by Nasdaq or such other system then in use, or, if on any such date\nthe Security is not quoted by any such organization, the average of the closing\nbid and asked prices as furnished by a professional market maker making a\nmarket in the Security selected by a majority of the Independent Directors. If\non any such date no market maker is making a market in the Security, the fair\nvalue of such Security on such date as determined in good faith by a majority\nof the Independent Directors shall be used. The term \"Trading Day\" \n\n\n                                      16\n\n\nshall mean a day on which the principal national securities exchange on which\nthe Security is listed or admitted to trading is open for the transaction of\nbusiness or, if the Security is not listed or admitted to trading on any\nnational securities exchange a day on which the Nasdaq National Market System\nis open for the transaction of business or, if the Security is not listed or\nadmitted to trading on any national securities exchange or included in the\nNasdaq National Market System, a Business Day. If the Security is not publicly\nheld or not so listed or traded, \"current market price\" shall mean the fair\nvalue as determined in good faith by a majority of the Independent Directors,\nwhose determination shall be described in a statement filed with the Rights\nAgent.\n\n            (ii) For the purpose of any computation hereunder, the \"current\nmarket price\" per share (or one one-thousandth of a share) of Preferred Stock\nshall be determined in the same manner as set forth above for the Common Stock\nin clause (i) of this Section 11(f) (other than the last sentence thereof). If\nthe current market price per share (or one one-thousandth of a share) of\nPreferred Stock cannot be determined in the manner provided above or if the\nPreferred Stock is not publicly held or listed or traded in a manner described\nin clause (i) of this Section 11(f), the \"current market price\" per share of\nPreferred Stock shall be conclusively deemed to be an amount equal to 1,000 (as\nsuch number may be appropriately adjusted for such events as stock splits,\nstock dividends and recapitalizations with respect to the Common Stock\noccurring after the date of this Agreement) multiplied by the current market\nprice per share of the WorldCom Group Stock or MCI Group Stock, as the case may\nbe, and the \"current market price\" per one one-thousandth of a share of Series\n4 Preferred Stock or Series 5 Preferred Stock, as the case may be, shall be\nequal to the current market price per share of the WorldCom Group Stock or MCI\nGroup Stock, as the case may be, (as appropriately adjusted). If neither the\nCommon Stock nor the Preferred Stock is publicly held or so listed or traded,\n\"current market price\" per share shall mean the fair value per share as\ndetermined in good faith by a majority of the Independent Directors, whose\ndetermination shall be described in a statement filed with the Rights Agent.\n\n            (g) No adjustment in the Purchase Price shall be required unless\nsuch adjustment would require an increase or decrease of at least 1% in the\nPurchase Price; provided, however, that any adjustments which by reason of this\nSection 11(g) are not required to be made shall be carried forward and taken\ninto account in any subsequent adjustment. All calculations under this Section\n11 shall be made to the nearest cent or to the nearest ten-thousandth of a\nshare, as the case may be. Notwithstanding the first sentence of this Section\n11(g), any adjustment required by this Section 11 shall be made no later than\nthe earlier of (i) three years from the date of the transaction which mandates\nsuch adjustment or (ii) the Expiration Date.\n\n            (h) In the event that at any time, as a result of an adjustment\nmade pursuant to Section 11(a) or (b) hereof, the holder of any Right shall be\nentitled to receive upon exercise of such Right any shares of capital stock of\nthe Company other than shares of Preferred Stock, thereafter the number of such\nother shares so receivable upon exercise of any Right shall be subject to\nadjustment from time to time in a manner and on terms as nearly equivalent as\npracticable to the provisions with respect to the shares contained in this\nSection 11 and the provisions of Sections 7, 9, 10, 13 and 14 hereof with\nrespect to the shares of Preferred Stock shall apply on like terms to any such\nother shares.\n\n\n                                      17\n\n\n            (i) All Rights originally issued by the Company subsequent to any\nadjustment made to the Purchase Price hereunder shall evidence the right to\npurchase, at the adjusted Purchase Price, the number of one one-thousandths of\na share of Preferred Stock or other capital stock of the Company purchasable\nfrom time to time hereunder upon exercise of the Rights, all subject to further\nadjustment of the Purchase Price.\n\n            (j) Unless the Company shall have exercised its election as\nprovided in Section 11(k) hereof, upon each adjustment of the Series 4 Purchase\nPrice or Series 5 Purchase Price, as the case may be, as a result of the\ncalculations made in Section 11(d) and (e) hereof, each Right outstanding\nimmediately prior to the making of such adjustment shall thereafter evidence\nthe right to purchase, at the adjusted Purchase Price, that number of one\none-thousandths of a share of Series 4 Preferred Stock or Series 5 Preferred\nStock (calculated to the nearest hundred-thousandth), as the case may be,\nobtained by (i) multiplying (A) the number of one one-thousandths of a share of\nSeries 4 Preferred Stock or Series 5 Preferred Stock covered by a WorldCom\nRight or MCI Right, as the case may be, immediately prior to the adjustment by\n(B) the Series 4 Purchase Price or Series 5 Purchase Price, as the case may be,\nin effect immediately prior to such adjustment of the Series 4 Purchase Price\nor Series 5 Purchase Price, as the case may be, and (ii) dividing the product\nso obtained by the Series 4 Purchase Price or Series 5 Purchase Price, as the\ncase may be, in effect immediately after such adjustment of the Series 4\nPurchase Price or Series 5 Purchase Price, as the case may be.\n\n            (k) The Company may elect on or after the date of any adjustment of\nthe Series 4 Purchase Price or Series 5 Purchase Price, as the case may be, to\nadjust the number of WorldCom Rights or MCI Rights, as the case may be, in\nsubstitution for any adjustment in the number of shares of Series 4 Preferred\nStock or Series 5 Preferred Stock, as the case may be, purchasable upon the\nexercise of a WorldCom Right or MCI Right, as the case may be. Each of the\nRights outstanding after such adjustment of the number of Rights shall be\nexercisable for the number of one one-thousandths of a share of Preferred Stock\nfor which such Right was exercisable immediately prior to such adjustment. Each\nRight held of record prior to such adjustment of the number of Rights shall\nbecome that number of Rights (calculated to the nearest hundred-thousandth)\nobtained by dividing the Series 4 Purchase Price or the Series 5 Purchase\nPrice, as the case may be, in effect immediately prior to adjustment of the\nSeries 4 Purchase Price or Series 5 Purchase Price, as the case may be, by the\nSeries 4 Purchase Price or Series 5 Purchase Price, as the case may be, in\neffect immediately after adjustment of the Series 4 Purchase Price or Series 5\nPurchase Price, as the case may be. The Company shall make a public\nannouncement of its election to adjust the number of Rights, indicating the\nrecord date for the adjustment, and, if known at the time, the amount of the\nadjustment to be made. This record date may be the date on which the Purchase\nPrice is adjusted or any day thereafter, but, if the Right Certificates have\nbeen issued, shall be at least 10 days later than the date of the public\nannouncement. If Right Certificates have been issued, upon each adjustment of\nthe number of Rights pursuant to this Section 11(k), the Company shall, as\npromptly as practicable, cause to be distributed to holders of record of Right\nCertificates on such record date Right Certificates evidencing, subject to\nSection 14 hereof, the additional Rights to which such holders shall be\nentitled as a result of such adjustment, or, at the option of the Company,\nshall cause to be distributed to such holders of record in substitution and\nreplacement for the Right Certificates held by such holders prior to the date\nof adjustment, and upon surrender thereof, if required by \n\n\n                                      18\n\n\nthe Company, new Right Certificates evidencing all the Rights to which such\nholders shall be entitled after such adjustment. Right Certificates so to be\ndistributed shall be issued, executed and countersigned in the manner provided\nfor herein (and may bear, at the option of the Company, the adjusted Purchase\nPrice) and shall be registered in the names of the holders of record of Right\nCertificates on the record date specified in the public announcement.\n\n            (l) Irrespective of any adjustment or change in the Purchase Price\nor the number of shares of Preferred Stock issuable upon the exercise of the\nRights, the Right Certificates theretofore and thereafter issued may continue\nto express the Purchase Price and the number of shares which were expressed in\nthe initial Right Certificates issued hereunder.\n\n            (m) Before taking any action that would cause an adjustment\nreducing the Purchase Price below the then par value, if any, of the shares of\nCommon Stock or other securities and below one one-thousandth of the then par\nvalue, if any, of the Preferred Stock, issuable upon exercise of the Rights,\nthe Company shall take any corporate action which may, in the opinion of its\ncounsel, be necessary in order that the Company may validly and legally issue\nfully paid and nonassessable shares of such Preferred Stock, Common Stock or\nother securities at such adjusted Purchase Price. If upon any exercise of the\nRights, a holder is to receive a combination of Common Stock and common stock\nequivalents, a portion of the consideration paid upon such exercise, equal to\nat least the then par value of a share of Common Stock of the Company, shall be\nallocated as the payment for each share of Common Stock of the Company so\nreceived.\n\n            (n) In any case in which this Section 11 shall require that an\nadjustment in the Purchase Price be made effective as of a record date for a\nspecified event, the Company may elect to defer until the occurrence of such\nevent the issuing to the holder of any Right exercised after such record date\nthe shares of Preferred Stock and other capital stock or securities of the\nCompany, if any, issuable upon such exercise over and above the shares of\nPreferred Stock and other capital stock or securities of the Company, if any,\nissuable upon such exercise on the basis of the Purchase Price in effect prior\nto such adjustment; provided, however, that the Company shall deliver to such\nholder a due bill or other appropriate instrument evidencing such holder's\nright to receive such additional shares upon the occurrence of the event\nrequiring such adjustment.\n\n            (o) Anything in this Section 11 to the contrary notwithstanding,\nthe Company shall be entitled to make such reductions in the Purchase Price, in\naddition to those adjustments expressly required by this Section 11, as and to\nthe extent that in their good faith judgment a majority of the Independent\nDirectors shall determine to be advisable in order that any (i) consolidation\nor subdivision of the Preferred Stock, (ii) issuance wholly for cash of any\nPreferred Stock at less than the then current market price, (iii) issuance\nwholly for cash of Preferred Stock or securities which by their terms are\nconvertible into or exchangeable for Preferred Stock, (iv) stock dividends or\n(v) issuance of rights, options or warrants referred to hereinabove in this\nSection 11, hereafter made by the Company to the holders of its Preferred\nStock, shall not be taxable to such shareholders.\n\n\n                                      19\n\n\n            (p) In the event that at any time after the date of this Agreement\nand prior to the Distribution Date, the Company shall (i) declare or pay any\ndividend on the WorldCom Group Stock or MCI Group Stock, as the case may be,\npayable in shares of WorldCom Group Stock or MCI Group Stock, as the case may\nbe, or (ii) effect a subdivision, combination or consolidation of the WorldCom\nGroup Stock or MCI Group Stock, as the case may be (by reclassification or\notherwise than by payment of dividends in shares of WorldCom Group Stock or MCI\nGroup Stock, as the case may be), into a greater or lesser number of shares of\nWorldCom Group Stock or MCI Group Stock, as the case may be, then in any such\ncase (y) the number of one one-thousandths of a share of Series 4 Preferred\nStock or Series 5 Preferred Stock, as the case may be, purchasable after such\nevent upon proper exercise of each Right shall be determined by multiplying the\nnumber of one one-thousandths of a share of Series 4 Preferred Stock or Series\n5 Preferred Stock, as the case may be, so purchasable immediately prior to such\nevent by a fraction, the numerator of which is the number of shares of WorldCom\nGroup Stock or MCI Group Stock, as the case may be, outstanding immediately\nbefore such event and the denominator of which is the number of shares of\nWorldCom Group Stock or MCI Group Stock, as the case may be, outstanding\nimmediately after such event, and (z) each share of WorldCom Group Stock or MCI\nGroup Stock, as the case may be, outstanding immediately after such event shall\nhave issued with respect to it that number of Rights which each share of\nWorldCom Group Stock or MCI Group Stock, as the case may be, outstanding\nimmediately prior to such event had issued with respect to it. The adjustments\nprovided for in this Section 11(p) shall be made successively whenever such a\ndividend is declared or paid or such a subdivision, combination or\nconsolidation is effected.\n\n            (q) The Company covenants and agrees that it shall not, at any time\nafter the Distribution Date and so long as the Rights have not been redeemed\npursuant to Section 23 hereof or exchanged pursuant to Section 24 hereof, (i)\nconsolidate with, (ii) merge with or into, or (iii) sell or transfer, in one or\nmore transactions, assets or earning power aggregating more than 50% of the\nassets or earning power of the Company and its Subsidiaries (taken as a whole)\nto, any other Person, if at the time of or immediately after such\nconsolidation, merger or sale there are any rights, warrants or other\ninstruments or securities outstanding or agreements in effect which would\nsubstantially diminish or otherwise eliminate the benefits intended to be\nafforded by the Rights.\n\n            (r) The Company covenants and agrees that, after the Stock\nAcquisition Date, it will not, except as permitted by Sections 23 and 24\nhereof, take any action the purpose or effect of which is to diminish\nsubstantially or otherwise eliminate the benefits intended to be afforded by\nthe Rights.\n\n            SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF\nSHARES. Whenever an adjustment is made as provided in Sections 11 or 13 hereof,\nthe Company shall (a) promptly prepare a certificate setting forth such\nadjustment, and a brief statement of the facts accounting for such adjustment,\n(b) promptly file with the Rights Agent and with each transfer agent for the\nPreferred Stock and the Common Stock a copy of such certificate and (c) include\na brief summary thereof in a mailing to each holder of a WorldCom Right\nCertificate or MCI Right Certificate in accordance with Section 26 hereof, or\ndisclose a brief summary in a filing under the Securities Exchange Act of 1934,\nas amended. The Rights Agent shall be fully protected in \n\n\n                                      20\n\n\nrelying on any such certificate and on any adjustments therein contained.\n\n            SECTION 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR\nEARNINGS POWER.\n\n            (a) In the event that, directly or indirectly, following the\nDistribution Date, (x) the Company shall consolidate with, or merge with and\ninto, any other Person, (y) any Person shall consolidate with or merge with and\ninto the Company, and the Company shall be the continuing or surviving\ncorporation of such merger and, in connection with such merger, all or part of\nthe Common Stock shall be changed into or exchanged for stock or other\nsecurities of any other Person or cash or any other property, or (z) the\nCompany shall sell, or otherwise transfer (or one or more of its Subsidiaries\nshall sell or otherwise transfer), in one or more transactions, assets or\nearning power aggregating 50% or more of the assets or earning power of the\nCompany and its Subsidiaries (taken as a whole) to any other Person other than\nto the Company or one or more of its wholly owned Subsidiaries, then, and in\neach such case, proper provision shall be made so that (i) each holder of a\nRight, subject to Section 7(e) hereof, shall thereafter have the right to\nreceive, upon the exercise thereof at the then current Purchase Price\nmultiplied by the then number of one one-thousandths of a share of Preferred\nStock for which a Right is then exercisable (or if a Section 11(b) Event has\noccurred prior to the first occurrence of a Section 13 Event, multiplying the\nnumber of such one one-thousandths of a share for which a Right was exercisable\nimmediately prior to the first occurrence of a Section 11(b) Event by the\nPurchase Price in effect immediately prior to such first occurrence) in\naccordance with the terms of this Agreement, in lieu of Preferred Stock, such\nnumber of shares of freely tradeable Common Stock of the Principal Party (as\nhereinafter defined), free and clear of liens, rights of call or first refusal,\nencumbrances or other adverse claims, as shall be equal to the result obtained\nby (A) multiplying the then current Series 4 Purchase Price or the Series 5\nPurchase Price, as the case may be, by the number of one one-thousandths of a\nshare of Series 4 Preferred Stock or Series 5 Preferred Stock for which a Right\nis then exercisable (or if a Section 11(b) Event has occurred prior to the\nfirst occurrence of a Section 13 Event, multiplying the number of such one\none-thousandths of a share for which a Right was exercisable immediately prior\nto the first occurrence of a Section 11(b) Event by the Purchase Price in\neffect immediately prior to such first occurrence), and dividing that product\nby (B) 50% of the current market price per share of the Common Stock of such\nPrincipal Party (determined in the manner described in Section 11(f) hereof) on\nthe date of consummation of such consolidation, merger, sale or transfer; (ii)\nthe Principal Party shall thereafter be liable for, and shall assume, by virtue\nof such consolidation, merger, sale or transfer, all the obligations and duties\nof the Company pursuant to this Agreement; (iii) the term \"Company\" shall\nthereafter be deemed to refer to such Principal Party, it being specifically\nintended that the provisions of Section 11 hereof, except for the provisions of\n11(b), shall apply to such Principal Party; and (iv) such Principal Party shall\ntake such steps (including, but not limited to, the authorization and\nreservation of a sufficient number of shares of its Common Stock to permit\nexercise of all outstanding Rights in accordance with this Section 13(a)) in\nconnection with such consummation as may be necessary to assure that the\nprovisions hereof shall thereafter be applicable, as nearly as reasonably may\nbe, in relation to the shares of its Common Stock thereafter deliverable upon\nthe exercise of the Rights.\n\n            (b) \"Principal Party\" shall mean:\n\n\n                                      21\n\n\n            (i) in the case of any transaction described in clause (x) or (y)\n      of the first sentence of Section 13(a) hereof, the Person that is the\n      issuer of any securities into which shares of Common Stock of the Company\n      are converted in such merger or consolidation, and if no securities are\n      so issued, the Person, including the Company, that is the other party to\n      the merger or consolidation; and\n\n            (ii) in the case of any transaction described in clause (z) of the\n      first sentence of Section 13(a) hereof, the Person that is the party\n      receiving the greatest portion of the assets or earning power transferred\n      pursuant to such transaction or transactions; provided, however, that in\n      any case described in clause (i) or (ii) in this Section 13(b), (x) if\n      the Common Stock of such Person is not at such time and has not been\n      continuously over the preceding 12-month period registered under Section\n      12 of the Exchange Act, and such Person is a direct or indirect\n      Subsidiary or Affiliate of another Person, \"Principal Party\" shall refer\n      to such other Person; (y) in case such Person is a Subsidiary, directly\n      or indirectly, or Affiliate of more than one Person, the Common Stocks of\n      all of which are and have been so registered, \"Principal Party\" shall\n      refer to whichever of such Persons is the issuer of the Common Stock\n      having the greatest aggregate market value, and (z) in case such Person\n      is, or is owned directly or indirectly by, a partnership or joint venture\n      formed by two or more Persons that are not owned, directly or indirectly,\n      by the same Person, the rules set forth in (x) and (y) above shall apply\n      to each of the chains of ownership having an interest in such joint\n      venture as if such party were a \"Subsidiary\" of both or all of such joint\n      venturers and the Principal Parties in each such chain shall bear the\n      obligations set forth in this Section 13 in the same ratio as their\n      direct or indirect interests in such Person bear to the total of such\n      interests.\n\n            (c) The Company shall not consummate any such consolidation,\nmerger, sale or transfer unless the Principal Party shall have a sufficient\nnumber of shares of its authorized Common Stock which have not been issued or\nreserved for issuance to permit the exercise in full of the Rights in\naccordance with this Section 13 and unless prior thereto the Company and each\nPrincipal Party and each other Person who may become a Principal Party as a\nresult of such consolidation, merger, sale or transfer shall have executed and\ndelivered to the Rights Agent a supplemental agreement providing for the terms\nset forth in paragraphs (a) and (b) of this Section 13 and further providing\nthat, as soon as practicable after the date of any consolidation, merger, sale\nor transfer of assets mentioned in paragraph (a) of this Section 13, the\nPrincipal Party will:\n\n            (i) prepare and file a registration statement under the Securities\n      Act with respect to the Rights and the securities purchasable upon\n      exercise of the Rights on an appropriate form, will use its best efforts\n      to cause such registration statement to become effective as soon as\n      practicable after such filing and will use its best efforts to cause such\n      registration statement to remain effective (with a prospectus at all\n      times meeting the requirements of the Securities Act) until the\n      Expiration Date;\n\n            (ii) use its best efforts to qualify or register the Rights and the\n      securities purchasable upon exercise of the Rights under the \"blue sky\n      laws\" of such jurisdictions as may be necessary or appropriate; and\n\n\n                                      22\n\n\n            (iii) will deliver to holders of the Rights historical financial\n      statements for the Principal Party and each of its Affiliates that comply\n      in all respects with the requirements for registration on Form 10 under\n      the Exchange Act.\n\n            The provisions of this Section 13 shall similarly apply to\nsuccessive mergers or consolidations or sales or other transfers. In the event\nthat a Section 13 Event shall occur at any time after the occurrence of a\nSection 11(b) Event, the Rights that have not theretofore been exercised shall\nthereafter also become exercisable in the manner described in Section 13(a)\nhereof.\n\n            SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.\n\n            (a) The Company shall not be required to issue fractions of Rights\nor to distribute Right Certificates that evidence fractional Rights. In lieu of\nsuch fractional Rights, there shall be paid to the registered holders of the\nRight Certificates with regard to which such fractional Rights would otherwise\nbe issuable, an amount in cash equal to the same fraction of the current market\nvalue of a whole Right. For the purposes of this Section 14(a), the current\nmarket value of a whole Right shall be the closing price of the Rights for the\nTrading Day immediately prior to the date on which such fractional Rights would\nhave been otherwise issuable. The closing price for any day shall be the last\nsale price, regular way, or, in case no such sale takes place on such day, the\naverage of the closing bid and asked prices, regular way, in either case as\nreported in the principal consolidated transaction reporting system with\nrespect to securities listed or admitted to trading on the New York Stock\nExchange or, if the Rights are not listed or admitted to trading on the New\nYork Stock Exchange, as reported in the principal consolidated transaction\nreporting system with respect to securities listed or admitted to trading on\nthe principal national securities exchange on which the Rights are listed or\nadmitted to trading or, if the Rights are not listed or admitted to trading on\nany national securities exchange, as reported by the Nasdaq National Market\nSystem or, if the Rights are not listed or admitted to trading on any national\nsecurities exchange or included in the Nasdaq National Market System, the last\nquoted price, or, if not so quoted, the average of the high bid and low asked\nprices in the over-the-counter market, as reported by Nasdaq or such other\nsystem then in use or, if on any such date the Rights are not quoted by any\nsuch organization, the average of the closing bid and asked prices as furnished\nby a professional market maker making a market in the Rights selected by a\nmajority of the Independent Directors. If on any such date no such market maker\nis making a market in the Rights, the fair value of the Rights on such date as\ndetermined in good faith by a majority of the Independent Directors shall be\nused.\n\n            (b) The Company shall not be required to issue fractions of shares\nof Preferred Stock (other than fractions which are integral multiples of one\none-thousandth of a share of Preferred Stock) upon exercise of the Rights or to\ndistribute certificates which evidence fractional shares of Preferred Stock\n(other than fractions which are integral multiples of one one-thousandth of a\nshare of Preferred Stock). Fractions of shares of Preferred Stock in integral\nmultiples of one one-thousandth of a share of Preferred Stock may, at the\nelection of the Company, be evidenced by depositary receipts, pursuant to an\nappropriate agreement between the Company and a depositary selected by it,\nprovided that such agreement shall provide that the holders of such depositary\nreceipts shall have all the rights, privileges and preferences to which \n\n\n                                      23\n\n\nthey are entitled as beneficial owners of the shares of Preferred Stock\nrepresented by such depositary receipts. In lieu of fractional shares of\nPreferred Stock that are not integral multiples of one one-thousandth of a\nshare of Preferred Stock, the Company may pay to the registered holders of\nRight Certificates at the time such Right Certificates are exercised as herein\nprovided an amount in cash equal to the same fraction of the current market\nvalue of one one-thousandths of a share of Preferred Stock. For purposes of\nthis Section 14(b), the current market value of one one-thousandth of a share\nof Preferred Stock shall be one one-thousandth of the closing price of a share\nof Preferred Stock (as determined pursuant to Section 11(f)(ii) hereof) for the\nTrading Day immediately prior to the date of such exercise.\n\n            (c) Following the occurrence of one of the transactions or events\nspecified in Section 11 hereof giving rise to the right to receive common stock\nequivalents (other than Preferred Stock) or other securities upon the exercise\nof a Right, the Company shall not be required to issue fractions of shares or\nunits of such common stock equivalents or other securities upon exercise of the\nRights or to distribute certificates which evidence fractional shares of such\ncommon stock equivalents or other securities. In lieu of fractional shares or\nunits of such common stock equivalents or other securities, the Company may pay\nto the registered holders of Right Certificates at the time such Rights are\nexercised as herein provided an amount in cash equal to the same fraction of\nthe current market value of a share or unit of such common stock equivalent or\nother securities. For purposes of this Section 14(c), the current market value\nshall be determined in the manner set forth in Section 11(f) hereof for the\nTrading Day immediately prior to the date of such exercise and, if such common\nstock equivalent is not traded, each such common stock equivalent shall have\nthe value of one one-thousandth of a share of Preferred Stock.\n\n            (d) Except as otherwise expressly provided in this Section 14, the\nholder of a Right by the acceptance of the Right expressly waives his right to\nreceive any fractional Rights or any fractional share upon exercise of Rights.\n\n            SECTION 15. RIGHTS OF ACTION. All rights of action in respect of\nthis Agreement, except for rights of action given to the Rights Agent under\nSection 18 or Section 20 hereof, are vested in the respective registered\nholders of the Right Certificates (and, prior to the Distribution Date, the\nregistered holders of Common Stock); and any registered holder of any Right\nCertificate (or, prior to the Distribution Date, of the Common Stock), without\nthe consent of the Rights Agent or of the holder of any other Right Certificate\n(or, prior to the Distribution Date, of the Common Stock), may, in his own\nbehalf and for his own benefit, enforce, and may institute and maintain any\nsuit, action or proceeding against the Company to enforce, or otherwise act in\nrespect of, his right to exercise the Rights evidenced by such Right\nCertificate in the manner provided in such Right Certificate and in this\nAgreement. Without limiting the foregoing or any remedies available to the\nholders of Rights, it is specifically acknowledged that the holders of Rights\nwould not have an adequate remedy at law for any breach of this Agreement and\nwill be entitled to specific performance of the obligations under, and\ninjunctive relief against actual or threatened violations of, the obligations\nof any Person subject to this Agreement. Holders of Rights shall be entitled to\nrecover the reasonable costs and expenses, including attorneys' fees, incurred\nby them in any action to enforce the provisions of this Agreement.\n\n\n                                      24\n\n\n            SECTION 16. AGREEMENT OF RIGHT HOLDERS. Every holder of a Right by\naccepting the same consents and agrees with the Company and the Rights Agent\nand with every other holder of a Right that:\n\n            (a) prior to the Distribution Date, the Rights will be transferable\nonly in connection with the transfer of Common Stock;\n\n            (b) after the Distribution Date, the Right Certificates are\ntransferable only on the registry books of the Rights Agent if surrendered at\nthe stockholder services office of the Rights Agent or such office designated\nfor such purpose, duly endorsed or accompanied by a proper instrument of\ntransfer; and\n\n            (c) the Company and the Rights Agent may deem and treat the Person\nin whose name the Right Certificate (or, prior to the Distribution Date, the\nassociated Common Stock Certificate) is registered as the absolute owner\nthereof and of the Rights evidenced thereby (notwithstanding any notations of\nownership or writing on the Right Certificate or the associated Common Stock\nCertificate made by anyone other than the Company or the Rights Agent) for all\npurposes whatsoever, and neither the Company nor the Rights Agent shall be\naffected by any notice to the contrary.\n\n            SECTION 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No\nholder, as such, of any Right Certificate shall be entitled to vote, receive\ndividends or be deemed for any purpose the holder of Preferred Stock, Common\nStock or any other securities of the Company which may at any time be issuable\non the exercise of the Rights represented thereby, nor shall anything contained\nherein or in any Right Certificate be construed to confer upon the holder of\nany Right Certificate, as such, any of the rights of a shareholder of the\nCompany or any right to vote for the election of directors or upon any matter\nsubmitted to shareholders at any meeting thereof, or to give or withhold\nconsent to any corporate action, or to receive notice of meetings or other\nactions affecting shareholders (except as provided in Section 25 hereof), or to\nreceive dividends or subscription rights, or otherwise, until the Right or\nRights evidenced by such Right Certificate shall have been exercised in\naccordance with the provisions hereof.\n\n            SECTION 18. CONCERNING THE RIGHTS AGENT.\n\n            (a) The Company agrees to pay to the Rights Agent reasonable\ncompensation for all services rendered by it hereunder and, from time to time,\non demand of the Rights Agent, its reasonable expenses, counsel fees and other\ndisbursements incurred in the administration and execution of this Agreement\nand the exercise and performance of its duties hereunder. The Company also\nagrees to indemnify the Rights Agent for, and to hold it harmless against, any\nloss, liability, or expense, incurred without negligence, bad faith or willful\nmisconduct on the part of the Rights Agent, for anything done or omitted by the\nRights Agent in connection with the acceptance and administration of this\nAgreement, including the costs and expenses of defending against any claim of\nliability. The provisions of this Section 18(a) shall survive the expiration of\nthe Rights and the termination of this Agreement.\n\n\n                                      25\n\n\n            (b) The Rights Agent shall be protected and shall incur no\nliability for or in respect of any action taken, suffered or omitted by it in\nconnection with its administration of this Agreement in reliance upon any Right\nCertificate or certificate for Preferred Stock, Common Stock or for other\nsecurities of the Company, instrument of assignment or transfer, power of\nattorney, endorsement, affidavit, letter, notice, direction, consent,\ncertificate, statement, or other paper or document believed by it to be genuine\nand to be signed, executed and, where necessary, verified or acknowledged, by\nthe proper Person or Persons.\n\n            SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS\nAGENT.\n\n            (a) Any corporation into which the Rights Agent or any successor\nRights Agent may be merged or with which it may be consolidated, or any\ncorporation resulting from any merger or consolidation to which the Rights\nAgent or any successor Rights Agent shall be a party, or any corporation\nsucceeding to all or substantially all of the corporate trust business or stock\ntransfer business of the Rights Agent or any successor Rights Agent, shall be\nthe successor to the Rights Agent under this Agreement without the execution or\nfiling of any paper or any further act on the part of any of the parties\nhereto, provided that such corporation would be eligible for appointment as a\nsuccessor Rights Agent under the provisions of Section 21 hereof. In case at\nthe time such successor Rights Agent shall succeed to the agency created by\nthis Agreement, any of the Right Certificates shall have been countersigned but\nnot delivered, any such successor Rights Agent may adopt the countersignature\nof the predecessor Rights Agent and deliver such Right Certificates so\ncountersigned; and in case at that time any of the Right Certificates shall not\nhave been countersigned, any successor Rights Agent may countersign such Right\nCertificates either in the name of the predecessor Rights Agent or in the name\nof the successor Rights Agent; and in all such cases such Right Certificates\nshall have the full force provided in the Right Certificates and in this\nAgreement.\n\n            (b) In case at any time the name of the Rights Agent shall be\nchanged and at such time any of the Right Certificates shall have been\ncountersigned but not delivered, the Rights Agent may adopt the\ncountersignature under its prior name and deliver Right Certificates so\ncountersigned; and in case at that time any of the Right Certificates shall not\nhave been countersigned, the Rights Agent may countersign such Right\nCertificates either in its prior name or in its changed name; and in all such\ncases such Right Certificates shall have the full force provided in the Right\nCertificates and in this Agreement.\n\n            SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the\nduties and obligations imposed by this Agreement upon the following terms and\nconditions, by all of which the Company and the holders of Right Certificates,\nby their acceptance thereof, shall be bound:\n\n            (a) The Rights Agent may consult with legal counsel (who may be\nlegal counsel for the Company), and the opinion of such counsel shall be full\nand complete authorization and protection to the Rights Agent as to any action\ntaken or omitted by it in good faith and in accordance with such opinion.\n\n\n                                      26\n\n\n            (b) Whenever in the performance of its duties under this Agreement\nthe Rights Agent shall deem it necessary or desirable that any fact or matter\nbe proved or established by the Company prior to taking or suffering any action\nhereunder, such fact or matter (unless other evidence in respect thereof be\nherein specifically prescribed) may be deemed to be conclusively proved and\nestablished by a certificate signed by the Chairman of the Board, the President\nor any Vice President and by the Treasurer or any Assistant Treasurer or the\nSecretary or any Assistant Secretary of the Company and delivered to the Rights\nAgent; and such certificate shall be full authorization to the Rights Agent for\nany action taken or suffered in good faith by it under the provisions of this\nAgreement in reliance upon such certificate.\n\n            (c) The Rights Agent shall be liable hereunder only for its own\nnegligence, bad faith or willful misconduct.\n\n            (d) The Rights Agent shall not be liable for or by reason of any of\nthe statements of fact or recitals contained in this Agreement or in the Right\nCertificates (except its countersignature thereof) or be required to verify the\nsame, but all such statements and recitals are and shall be deemed to have been\nmade by the Company only.\n\n            (e) The Rights Agent shall not be under any responsibility in\nrespect of the validity of this Agreement or the execution and delivery hereof\n(except the due execution hereof by the Rights Agent) or in respect of the\nvalidity or execution of any Right Certificate (except its countersignature\nthereof); nor shall it be responsible for any breach by the Company of any\ncovenant or condition contained in this Agreement or in any Right Certificate;\nnor shall it be responsible for any adjustment required under the provisions of\nSections 11 or 13 hereof or responsible for the manner, method or amount of any\nsuch adjustment or the ascertaining of the existence of facts that would\nrequire any such adjustment (except with respect to the exercise of Rights\nevidenced by Right Certificates after actual notice to the Rights Agent of any\nsuch adjustment); nor shall it by any act hereunder be deemed to make any\nrepresentation or warranty as to the authorization or reservation of any shares\nof Preferred Stock or other securities to be issued pursuant to this Agreement\nor any Right Certificate or as to whether any shares of Preferred Stock or\nother securities will, when issued, be validly authorized and issued, fully\npaid and nonassessable.\n\n            (f) The Company agrees that it will perform, execute, acknowledge\nand deliver or cause to be performed, executed, acknowledged and delivered all\nsuch further and other acts, instruments and assurances as may reasonably be\nrequired by the Rights Agent for the carrying out or performing by the Rights\nAgent of the provisions of this Agreement.\n\n            (g) The Rights Agent is hereby authorized and directed to accept\ninstructions with respect to the performance of its duties hereunder from the\nChairman of the Board, the President, any Vice President, the Secretary, any\nAssistant Secretary, the Treasurer or any Assistant Treasurer of the Company,\nand to apply to such officers for advice or instructions in connection with its\nduties, and it shall not be liable for any action taken or suffered to be taken\nby it in good faith in accordance with instructions of any such officer or for\nany delay in acting while waiting for those instructions.\n\n\n                                      27\n\n\n            (h) The Rights Agent and any stockholder, director, officer,\nemployee, agent or representative of the Rights Agent may buy, sell or deal in\nany of the Rights or other securities of the Company or become pecuniarily\ninterested in any transaction in which the Company may be interested, or\ncontract with or lend money to the Company or otherwise act as fully and freely\nas though it were not the Rights Agent under this Agreement. Nothing herein\nshall preclude the Rights Agent from acting in any other capacity for the\nCompany or for any other legal entity.\n\n            (i) The Rights Agent may execute and exercise any of the rights or\npowers hereby vested in it or perform any duty hereunder either itself or by or\nthrough its attorneys or agents, and the Rights Agent shall not be answerable\nor accountable for any act, default, neglect or misconduct of any such\nattorneys or agents or for any loss to the Company resulting from any such act,\ndefault, neglect or misconduct, provided reasonable care was exercised in the\nselection and continued employment thereof.\n\n            (j) No provision of this Agreement shall require the Rights Agent\nto expend or risk its own funds or otherwise incur any financial liability in\nthe performance of any of its duties hereunder or in the exercise of its rights\nif there shall be reasonable grounds for believing that repayment of such funds\nor adequate indemnification against such risk or liability is not reasonably\nassured to it.\n\n            (k) If, with respect to any Right Certificate surrendered to the\nRights Agent for exercise or transfer, the certificate attached to the form of\nassignment or form of election to purchase, as the case may be, has either not\nbeen completed or indicates an affirmative response to clause 1, clause 2\nand\/or, in the case of the certificate attached to the form of election to\npurchase, clause 3 thereof, the Rights Agent shall not take any further action\nwith respect to such requested exercise or transfer without first consulting\nwith the Company.\n\n            SECTION 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any\nsuccessor Rights Agent may resign and be discharged from its duties under this\nAgreement upon 30 days' notice in writing mailed to the Company and to each\ntransfer agent of the Common Stock and Preferred Stock by registered or\ncertified mail. The Company may remove the Rights Agent or any successor Rights\nAgent upon 30 days' notice in writing, mailed to the Rights Agent or successor\nRights Agent, as the case may be, and to each transfer agent of the Common\nStock and Preferred Stock by registered or certified mail. If the Rights Agent\nshall resign or be removed or shall otherwise become incapable of acting, the\nCompany shall appoint a successor to the Rights Agent. If the Company shall\nfail to make such appointment within a period of 30 days after such removal or\nafter it has been notified in writing of such resignation or incapacity by the\nresigning or incapacitated Rights Agent or by the holder of a Right Certificate\n(who shall, with such notice, submit his Right Certificate for inspection by\nthe Company), then the registered holder of any Right Certificate or the Rights\nAgent may apply to any court of competent jurisdiction for the appointment of a\nnew Rights Agent. Any successor Rights Agent, whether appointed by the Company\nor by such a court, shall be (a) a corporation organized and doing business\nunder the laws of the United States or of any state, in good standing, having\nan office in the States of New York or Mississippi, which is authorized under\nsuch laws to exercise corporate trust or stock transfer powers and is subject\nto supervision or examination by federal or state authority and which has at\nthe time of its appointment as Rights Agent a combined capital and surplus of\nat \n\n\n                                      28\n\n\nleast $25,000,000, or (b) an affiliate of a corporation described in clause (a)\nof this sentence. After appointment, the successor Rights Agent shall be vested\nwith the same powers, rights, duties and responsibilities as if it had been\noriginally named as Rights Agent without further act or deed; but the\npredecessor Rights Agent shall deliver and transfer to the successor Rights\nAgent any property at the time held by it hereunder, and execute and deliver\nany further assurance, conveyance, act or deed necessary for the purpose. The\nCompany shall file notice of such appointment in writing with the predecessor\nRights Agent and each transfer agent of the Common Stock and Preferred Stock,\nand through a filing made by the Company pursuant to the Securities Exchange\nAct of 1934, as amended. Failure to give any notice provided for this Section\n21, however, or any defect therein, shall not affect the legality or validity\nof the resignation or removal of the Rights Agent or the appointment of the\nsuccessor Rights Agent, as the case may be.\n\n            SECTION 22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any\nof the provisions of this Agreement or of the Rights to the contrary, the\nCompany may, at its option, issue new Right Certificates evidencing Rights in\nsuch form as may be approved by a majority of the Independent Directors to\nreflect any adjustment or change in the Purchase Price and the number or kind\nor class of shares of stock or other securities or property purchasable under\nthe Right Certificates made in accordance with the provisions of this\nAgreement.\n\n            In addition, in connection with the issuance or sale of Common\nStock following the Distribution Date and prior to the redemption, exchange or\nexpiration of the Rights, the Company (a) shall with respect to shares of\nCommon Stock so issued or sold pursuant to the exercise of stock options or\nunder any employee benefit plan or arrangement, or upon the exercise,\nconversion or exchange of securities hereinafter issued by the Company, and (b)\nmay, in any other case, if deemed necessary or appropriate by a majority of the\nIndependent Directors, issue Right Certificates representing the appropriate\nnumber of Rights in connection with such issuance or sale; provided, however,\nthat (i) no such Right Certificates shall be issued if, and to the extent that,\nthe Company shall be advised by counsel that such issuance would create a\nsignificant risk of material adverse tax consequences to the Company or the\nPerson to whom such Right Certificates would be issued, and (ii) no Right\nCertificate shall be issued if, and to the extent that, appropriate adjustment\nshall otherwise have been made in lieu of the issuance thereof.\n\n            SECTION 23. REDEMPTION AND TERMINATION.\n\n            (a) A majority of the Independent Directors may, at its option, at\nany time prior to the earlier of (i) the Close of business on the Stock\nAcquisition Date or (ii) the Close of business on the Final Expiration Date,\nelect to redeem all but not less than all of the then outstanding Rights at a\nredemption price of $.01 per Right, as appropriately adjusted to reflect any\nstock split, stock dividend or similar transaction occurring after the date\nhereof (such redemption price being hereinafter referred to as the \"Redemption\nPrice\"). The redemption of the Rights may be made effective at such time, on\nsuch basis and with such conditions as a majority of the Independent Directors\nin its sole discretion may establish.\n\n\n                                      29\n\n\n            (b) Immediately upon the action of a majority of the Independent\nDirectors electing to redeem the Rights, evidence of which shall be promptly\nfiled with the Rights Agent, or, when appropriate, immediately upon the time of\nsatisfaction of such conditions as a majority of the Independent Directors may\nhave established, and without any further action and without any notice, the\nright to exercise the Rights will terminate and the only right thereafter of the\nholders of Rights shall be to receive the Redemption Price. The Company shall\npromptly give public disclosure of any such redemption; provided, however, that\nthe failure to give, or any defect in, any such disclosure shall not affect the\nvalidity of such redemption. Within 10 days after the action of a majority of\nthe Independent Directors ordering the redemption of the Rights, the Company\nshall give notice of such redemption to the Rights Agent and the holders of the\nthen outstanding Rights by mailing such notice to all such holders at their last\naddresses as they appear upon the registry books of the Rights Agent or, prior\nto the Distribution Date, on the registry books of the Transfer Agent for the\nCommon Stock. Any notice that is mailed in the manner herein provided shall be\ndeemed given, whether or not the holder receives the notice. Each such notice of\nredemption will state the method by which the payment of the Redemption Price\nwill be made.\n\n            (c) Neither the Company nor any of its Affiliates or Associates may\nredeem, acquire or purchase for value any Rights at any time in any manner other\nthan that specifically set forth in this Section 23, Section 24 hereof and other\nthan in connection with the purchase of Common Stock prior to the Distribution\nDate.\n\n            (d) It is understood that the TIDE Committee (as provided below) of\nthe Board of Directors shall review and evaluate this Agreement to determine\nwhether the maintenance of this Agreement continues to be in the interests of\nthe Company, its shareholders and any other relevant constituencies of the\nCompany, at least once every three years, or sooner than that if any Person\nshall have made a proposal to the Company or its shareholders, or taken any\nother action that, if effective, could cause such Person to become an Acquiring\nPerson hereunder, unless a majority of the members of the TIDE Committee shall\ndetermine that such review and evaluation are not appropriate after giving due\nregard to all relevant circumstances. Following each such review, the TIDE\nCommittee will communicate its conclusions to the full Board of Directors,\nincluding any recommendation in light thereof as to whether this Agreement\nshould be modified or the Rights should be terminated. The TIDE Committee shall\nbe comprised of Independent Directors selected by the Board of Directors.\n\n            (e) The TIDE Committee (and Independent Directors, when considering\nthe termination of, or any supplement or amendment to the Rights requiring\nIndependent Directors) shall have the power to set their own agenda and to\nretain at the expense of the Company their choice of legal counsel, investment\nbanker and\/or other advisors. The TIDE Committee (and the Independent Directors\nwhen considering the termination of, or amendments or supplements to, the\nRights, as described above) shall have the authority to review all information\nof the Company and to consider any and all factors they deem relevant to an\nevaluation of whether to maintain or modify this Agreement or terminate the\nRights.\n\n\n                                       30\n\n\n            SECTION 24. EXCHANGE.\n\n            (a) The Board of Directors of the Company by action of a majority of\nthe Independent Directors may, at its option, at any time after any Person\nbecomes an Acquiring Person, exchange all or part of the then outstanding and\nexercisable Rights (which shall not include Rights that have become void\npursuant to the provisions of Section 7(e) hereof) for shares of Common Stock at\nan exchange ratio of one share of WorldCom Group Stock per WorldCom Right and\none share of MCI Group Stock per MCI Right, appropriately adjusted to reflect\nany stock split, stock dividend or similar transaction occurring after the date\nhereof (such exchange ratio being hereinafter referred to as the \"Exchange\nRatio\"). Notwithstanding the foregoing, the Board of Directors shall not be\nempowered to effect such exchange at any time after any Person (other than the\nCompany, any Subsidiary of the Company, any employee benefit plan or\ncompensation arrangement of the Company or any such Subsidiary, or any entity\nholding securities of the Company to the extent organized, appointed or\nestablished by the Company or any such Subsidiary for or pursuant to the terms\nof any such employee benefit plan or compensation arrangement), together with\nall Affiliates and Associates of such Person, becomes the Beneficial Owner of\n50% or more of the Voting Power of the Company.\n\n            (b) Immediately upon the action of the Board of Directors of the\nCompany ordering the exchange of any Rights pursuant to subsection (a) of this\nSection 24 and without any further action and without any notice, the right to\nexercise such Rights shall terminate and the only right thereafter of a holder\nof such Rights shall be to receive that number of shares of WorldCom Group Stock\nor MCI Group Stock, as the case may be, equal to the number of such Rights held\nby such holder multiplied by the Exchange Ratio. The Company promptly shall give\npublic notice of any such exchange; provided, however, that the failure to give,\nor any defect in, such notice shall not affect the validity of such exchange.\nThe Company promptly shall mail a notice of any such exchange to the Rights\nAgent and all of the holders of such Rights at their last addresses as they\nappear upon the registry books of the Rights Agent. Any notice that is mailed in\nthe manner herein provided shall be deemed given, whether or not the holder\nreceives the notice. Each such notice of exchange will state the method by which\nthe exchange of Common Stock for Rights will be effected and, in the event of\nany partial exchange, the number of Rights that will be exchanged. Any partial\nexchange shall be effected pro rata based on the number of Rights (other than\nRights which have become void pursuant to the provisions of Section 7(e) hereof)\nheld by each holder of Rights.\n\n            (c) In any exchange pursuant to this Section 24, the Company, at its\noption, may substitute Preferred Stock (or equivalent preferred stock, as such\nterm is defined in Section 11(d) hereof) for Common Stock exchangeable for\nRights, at the initial rate of one one-thousandth of a share of Preferred Stock\n(or equivalent preferred stock) for each share of WorldCom Group Stock or MCI\nGroup Stock, as the case may be, as appropriately adjusted to reflect\nadjustments in the voting rights of the Preferred Stock pursuant to the terms\nthereof, so that the fraction of a share of Preferred Stock delivered in lieu of\neach share of WorldCom Group Stock or MCI Group Stock, as the case may be, shall\nhave the same voting rights as one share of WorldCom Group Stock or MCI Group\nStock, as the case may be.\n\n\n                                       31\n\n\n            (d) In the event that there shall not be sufficient shares of Common\nStock or Preferred Stock (or equivalent preferred stock) issued but not\noutstanding or authorized but unissued to permit any exchange of Rights as\ncontemplated in accordance with this Section 24, the Company shall take all such\naction as may be necessary to authorize additional shares of Common Stock or\nPreferred Stock (or equivalent preferred stock) for issuance upon exchange of\nthe Rights.\n\n            (e) The Company shall not be required to issue fractions of Common\nStock or to distribute certificates which evidence fractional shares of Common\nStock. In lieu of such fractional shares of Common Stock, the Company shall pay\nto the registered holders of the Right Certificates with regard to which such\nfractional shares of Common Stock would otherwise be issuable an amount in cash\nequal to the same fraction of the current market value of a whole share of\nWorldCom Group Stock or MCI Group Stock, as the case may be. For the purposes of\nthis paragraph (e), the current market value of a whole share of Common Stock\nshall be the closing price of a share of Common Stock (as determined pursuant to\nthe second sentence of Section 11(f)(i) hereof) for the Trading Day immediately\nprior to the date of exchange pursuant to this Section 24.\n\n            SECTION 25. NOTICE OF PROPOSED ACTIONS.\n\n            (a) In case the Company shall propose at any time after the\nDistribution Date (i) to pay any dividend payable in stock of any class to the\nholders of its Preferred Stock or to make any other distribution to the holders\nof its Preferred Stock (other than a regular periodic cash dividend out of\nearnings or retained earnings of the Company), or (ii) to offer to the holders\nof its Preferred Stock rights or warrants to subscribe for or to purchase any\nadditional shares of Preferred Stock or shares of stock of any other class or\nany other securities, rights or options, or (iii) to effect any reclassification\nof its Preferred Stock (other than a reclassification involving only the\nsubdivision of outstanding shares of Preferred Stock), or (iv) to effect any\nconsolidation or merger into or with, or to effect any sale or other transfer\n(or to permit one or more of its Subsidiaries to effect any sales or other\ntransfer), in one or more transactions, of 50% or more of the assets or earning\npower of the Company and its Subsidiaries (taken as a whole) to, any other\nPerson, or (v) to effect the liquidation, dissolution or winding up of the\nCompany, or (vi) to declare or pay any dividend on the Common Stock payable in\nCommon Stock or to effect a subdivision, combination or consolidation of the\nCommon Stock (by reclassification or otherwise than by payment of dividends in\nCommon Stock), then, in each such case, the Company shall give to the Rights\nAgent and to each holder of a Right, in accordance with Section 26 hereof, a\nnotice of such proposed action, which shall specify the record date for the\npurposes of such stock dividend, distribution of rights or warrants, or the date\non which such reclassification, consolidation, merger, sale, transfer,\nliquidation, dissolution, or winding up is to take place and the date of\nparticipation therein by the holders of the Common Stock and\/or Preferred Stock,\nif any such date is to be fixed. Such notice shall be so given in the case of\nany action covered by clauses (i) or (ii) above at least ten days prior to the\nrecord date for determining holders of the Preferred Stock for purposes of such\naction, and in the case of any such other action, at least ten days prior to the\ndate of the taking of such proposed action or the date of participation therein\nby the holders of Preferred Stock, whichever shall be the earlier. The failure\nto give notice required \n\n\n                                       32\n\n\nby this Section 25 or any defect therein shall not affect the legality or\nvalidity of the action taken by the Company or the vote upon any such action.\n\n            (b) In case a Section 11(b) Event shall occur, then the Company\nshall as soon as practicable thereafter give to the Rights Agent and to each\nholder of a Right Certificate, in accordance with Section 26 hereof, a notice of\nthe occurrence of such event, which shall specify the event and the consequences\nof the event to holders of Rights under Section 11(b) hereof.\n\n            SECTION 26. NOTICES. Notices or demands authorized by this Agreement\nto be given or made by the Rights Agent or by the holder of any Right\nCertificate to or on the Company shall be sufficiently given or made if sent by\nfirst-class mail, postage prepaid, addressed (until another address is filed in\nwriting with the Rights Agent) as follows:\n\n                           WorldCom, Inc.\n                           500 Clinton Center Drive\n                           Clinton, Mississippi 39056\n                           Attention: Secretary\n\nSubject to the provisions of Section 21 hereof, any notice or demand authorized\nby this Agreement to be given or made by the Company or by the holder of any\nRight Certificate to or on the Rights Agent shall be sufficiently given or made\nif sent by first-class mail, postage prepaid, addressed (until another address\nis filed in writing with the Company) as follows:\n\n                           The Bank of New York\n                           63 Madison Avenue, 8th Floor\n                           New York, NY  10016\n                           Attention:  Stock Transfer Administration\n\nNotices or demands authorized by this Agreement to be given or made by the\nCompany or the Rights Agent to the holder of any Right Certificate shall be\nsufficiently given or made if sent by mail, postage prepaid, or electronically,\naddressed to such holder at the address of such holder as shown on the registry\nbooks of the Company.\n\n            SECTION 27. SUPPLEMENTS AND AMENDMENTS. Subject to the ultimate\nsentence of this Section 27, the Company may from time to time supplement or\namend this Agreement without the approval of any holders of Right Certificates\nin order (a) to cure any ambiguity, (b) to correct or supplement any provision\ncontained herein which may be defective or inconsistent with any other\nprovisions herein, (c) to shorten or lengthen any time period hereunder, (d)\nincrease or decrease the Purchase Price, or (e) to change or supplement the\nprovisions hereunder in any manner which the Company may deem necessary or\ndesirable which shall not adversely affect the interests of the holders of Right\nCertificates (other than an Acquiring Person or an Affiliate or Associate of an\nAcquiring Person); provided, however, that from and after such time as any\nPerson becomes an Acquiring Person, this Agreement shall not be amended in any\nmanner which would adversely affect the interests of the holders of Rights;\nprovided further that this Agreement may not be supplemented or amended to\nlengthen pursuant to clause (c) of this sentence, (A) the time period relating\nto the when the Rights may be redeemed at such time as \n\n\n                                       33\n\n\nthe Rights are not then redeemable, or (B) any other time period unless such\nlengthening is for the purpose of protecting, enhancing or clarifying the rights\nof, and\/or the benefits to, the holders of the Rights; provided further that the\nCompany shall have the right to make any changes unilaterally necessary to\nfacilitate the appointment of a successor Rights Agent, which such changes shall\nbe set forth in a writing by the Company or by the Company and such successor\nRights Agent. Without limiting the foregoing, the Company may at any time prior\nto such time as any Person becomes an Acquiring Person amend this Agreement to\nlower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not\nless than the greater of (i) any percentage greater than the largest percentage\nof the Voting Power of the Company then known by the Company to be beneficially\nowned by any Person (other than the Company, any Subsidiary of the Company, or\nany employee benefit plan or compensation arrangement of the Company or any\nSubsidiary of the Company, and any entity holding securities of the Company to\nthe extent organized, appointed or established by the Company or any such\nSubsidiary for or pursuant to the terms of any such employee benefit plan or\ncompensation arrangement) together with all Affiliates or Associates of such\nPerson and (ii) 10%. Upon the delivery of a certificate from an appropriate\nofficer of the Company that states that the proposed supplement or amendment is\nin compliance with the terms of this Section 27, the Rights Agent shall execute\nsuch supplement or amendment. Notwithstanding anything contained in this\nAgreement to the contrary, no supplement or amendment shall be made which\nchanges the Purchase Price, the Expiration Date or the number of shares of\nPreferred Stock for which a Right is exercisable without the prior approval of a\nmajority of the Independent Directors.\n\n            SECTION 28. SUCCESSORS. All the covenants and provisions of this\nAgreement by or for the benefit of the Company or the Rights Agent shall bind\nand inure to the benefit of their respective successors and assigns hereunder.\n\n            SECTION 29. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement\nshall be construed to give to any Person other than the Company, the Rights\nAgent and the registered holders of the Right Certificates (and, prior to the\nDistribution Date, the Common Stock) any legal or equitable right, remedy or\nclaim under this Agreement; but this Agreement shall be for the sole and\nexclusive benefit of the Company, the Rights Agent and the registered holders of\nthe Right Certificates (and, prior to the Distribution Date, the Common Stock).\n\n            SECTION 30. SEVERABILITY. If any term, provision, covenant or\nrestriction of this Agreement is held by a court of competent jurisdiction or\nother authority to be invalid, void or unenforceable, the remainder of the\nterms, provisions, covenants and restrictions of this Agreement shall remain in\nfull force and effect and shall in no way be affected, impaired or invalidated.\nIt is the intent of the parties hereto to enforce the remainder of the terms,\nprovisions, covenants and restrictions of this Agreement to the maximum extent\npermitted by law.\n\n            SECTION 31. GOVERNING LAW. This Agreement and each Right Certificate\nissued hereunder shall be deemed to be a contract made under the laws of the\nState of Georgia and for all purposes shall be governed by and construed in\naccordance with the laws of such State applicable to contracts to be made and\nperformed entirely within such State, provided, however that the rights and\nobligations of the Rights Agent shall be governed by the laws of the State of\nNew York.\n\n\n                                       34\n\n\n            SECTION 32. COUNTERPARTS. This Agreement may be executed in any\nnumber of counterparts and each of such counterparts shall for all purposes be\ndeemed to be an original, and all such counterparts shall together constitute\nbut one and the same instrument.\n\n            SECTION 33. DESCRIPTIVE HEADINGS. Descriptive headings of the\nseveral Sections of this Agreement are inserted for convenience only and shall\nnot control or affect the meaning or construction of any of the provisions\nhereof.\n\n            SECTION 34. ADMINISTRATION. The Board of Directors of the Company\nacting through a majority of the Independent Directors shall have the exclusive\npower and authority to administer and interpret the provisions of this Agreement\nand to exercise all rights and powers specifically granted to the Board of\nDirectors or the Company or as may be necessary or advisable in the\nadministration of this Agreement. All such actions, calculations, determinations\nand interpretations which are done or made in good faith shall be final,\nconclusive and binding on the Company, the Rights Agent, the holders of the\nRights and all other Persons and shall not subject the Board of Directors to any\nliability to the holders of the Rights.\n\n\n                                       35\n\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly executed, all as of the day and year first above written.\n\n\nWORLDCOM, INC.\n\nBy: \/s\/ BERNARD J. EBBERS\n    -------------------------------\n    Name:  Bernard J. Ebbers\n    Title: President\n\n\nTHE BANK OF NEW YORK, as Rights Agent\n\nBy: \/s\/ JEFFREY GROSSE\n    -------------------------------\n    Name:  Jeffrey Grosse\n    Title: Vice President\n\n\n                                       36\n\n\n                                                                       EXHIBIT A\n\n                           [Form of Right Certificate]\n\nCertificate No. R- _________                                       ______ Rights\n\nNOT EXERCISABLE AFTER THE EXPIRATION DATE. AT THE OPTION OF THE COMPANY, THE\nRIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT OR EXCHANGE FOR WORLDCOM\nGROUP STOCK, UNDER THE CIRCUMSTANCES AND ON THE TERMS SET FORTH IN THE RIGHTS\nAGREEMENT. [THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE WERE ISSUED TO A\nPERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN\nACQUIRING PERSON. THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE\nVOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]*\n\n                                Right Certificate\n\n                                 WORLDCOM, INC.\n\n            This certifies that __________________, or registered assigns, is\nthe registered owner of the number of Rights set forth above, each of which\nentitles the owner thereof, subject to the terms, provisions and conditions of\nthe Rights Agreement dated as of March 7, 2002 (the \"Rights Agreement\") between\nWorldCom, Inc., a Georgia corporation (the \"Company\"), and The Bank of New York,\na New York banking corporation (the \"Rights Agent\"), to purchase from the\nCompany at any time after the Distribution Date (as such term is defined in the\nRights Agreement) and prior to 5:00 p.m. Clinton, Mississippi time on the\nExpiration Date, as that term is defined in the Rights Agreement, at the\nstockholder services office (or such office designated for such purpose) of the\nRights Agent, or its successor as Rights Agent, one one-thousandth of a fully\npaid, nonassessable share of the Series 4 Junior Participating Preferred Stock,\npar value $.01 per share (\"Preferred Stock\"), of the Company, at a purchase\nprice equal to $_______ per one one-thousandth of a share (the \"Purchase Price\")\nupon presentation and surrender of this Right Certificate with the Form of\nElection to Purchase duly executed. The number of Rights evidenced by this Right\nCertificate (and the number of shares which may be purchased upon exercise of\neach Right) and the Purchase Price set forth above are the number and Purchase\nPrice as of ______________________ based on the shares of Preferred Stock of the\nCompany as constituted at such date.\n\n            The Purchase Price and the number of shares of Preferred Stock that\nmay be purchased upon the exercise of each of the Rights evidenced by this Right\nCertificate are subject \n\n----------\n*     The portion of the legend in brackets shall be inserted only if\n      applicable. \n\n\n                                      A-1\n\n\nto modification and adjustment upon the happening of certain events as provided\nin the Rights Agreement.\n\n            This Right Certificate is subject to all of the terms, provisions\nand conditions of the Rights Agreement, which terms, provisions and conditions\nare hereby incorporated herein by reference and made a part hereof and to which\nRights Agreement reference is hereby made for a full description of the rights,\nlimitations of rights, obligations, duties and immunities hereunder of the\nRights Agent, the Company and the holders of the Right Certificates. Copies of\nthe Rights Agreement are on file at the Company and the above-mentioned office\nof the Rights Agent and are also available upon written request to the Company.\n\n            This Right Certificate, with or without other Right Certificates,\nupon surrender at the stockholder services office (or such office designated for\nsuch purpose) of the Rights Agent, may be exchanged for another Right\nCertificate or Right Certificates of like tenor and date evidencing Rights\nentitling the holder to purchase a like aggregate number of shares of Preferred\nStock as the Rights evidenced by the Right Certificate or Right Certificates\nsurrendered shall have entitled such holder to purchase. If this Right\nCertificate shall be exercised in part, the holder shall be entitled to receive,\nupon surrender hereof, another Right Certificate or Right Certificates for the\nnumber of whole Rights not exercised.\n\n            Subject to the provisions of the Rights Agreement, the Rights\nevidenced by this Certificate may be redeemed by the Company at its option at a\nredemption price of $.01 per Right on or prior to the Stock Acquisition Date (as\ndefined in the Rights Agreement). In addition, subject to the provisions of the\nRights Agreement, each Right evidenced by this Certificate may be exchanged by\nthe Company at its option for one share of WorldCom Group Stock following the\nStock Acquisition Date and prior to the time an Acquiring Person, as that term\nis defined in the Rights Agreement, owns 50% or more of the Voting Power, as\nthat term is defined in the Rights Agreement, of the Company.\n\n            No fractional shares of Preferred Stock will be issued upon the\nexercise of any Rights evidenced hereby (other than fractions which are integral\nmultiples of one one-thousandth of a share of Preferred Stock, which may, at the\nelection of the Company, be evidenced by depositary receipts). In lieu of\nfractions of a share, a cash payment will be made, as provided in the Rights\nAgreement.\n\n            No holder of this Right Certificate shall be entitled to vote or\nreceive dividends or be deemed for any purpose the holder of shares of Preferred\nStock or of any other securities of the Company which may at any time be\nissuable on the exercise hereof, nor shall anything contained in the Rights\nAgreement or herein be construed to confer upon the holder hereof, as such, any\nof the rights of a shareholder of the Company or any right to vote for the\nelection of directors or upon any matter submitted to shareholders at any\nmeeting thereof, or to give or withhold consent to any corporate action, or to\nreceive notice of meetings or other actions affecting shareholders (except as\nprovided in the Rights Agreement), or to receive dividends or subscription\nrights, or otherwise, until the Rights evidenced by this Right Certificate shall\nhave been exercised as provided in the Rights Agreement.\n\n\n                                      A-2\n\n\n            This Right Certificate shall not be valid or obligatory for any\npurpose until it shall have been countersigned by the Rights Agent.\n\n            WITNESS the facsimile signature of the proper officers of the\nCompany and its corporate seal. Dated as of __________ ____, _____.\n\nAttest:                                    WORLDCOM, INC.\n\n\nBy: _______________________________        By: ________________________________\n    Name:                                      Name:\n    Title:                                     Title:\n\nCountersigned:\n\nTHE BANK OF NEW YORK, as Rights Agent\n\n\nBy: _______________________________        \n    Authorized signatory\n\n\n                                      A-3\n\n\n                   [Form of Reverse Side of Right Certificate]\n\n                               FORM OF ASSIGNMENT\n\n                (To be executed by the registered holder if such\n               holder desires to transfer the Right Certificate.)\n\n            FOR VALUE RECEIVED __________________ hereby sells, assigns and\ntransfers unto ____________________________________\n\n                  (Please print name and address of transferee)\n\n________________________________________________________________________________\nthis Right Certificate, together with all right, title and interest therein, and\ndoes hereby irrevocably constitute and appoint ____________________ Attorney to\ntransfer the within Right Certificate on the books of the within-named Company,\nwith full power of substitution.\n\nDated:__________\n\n\n                                    ________________________________________\n                                    Signature\n\n                                    (Signature must conform in all respects\n                                    to name of holder as specified on the\n                                    face of this Right Certificate)\n\nSignature Guaranteed:\n\n            Signatures must be guaranteed by a member or a participant in the\nSecurities Transfer Agent Medallion Program, the New York Stock Exchange\nMedallion Signature Program or the Stock Exchange Medallion Program.\n\n\n                                      A-4\n\n\n                                   CERTIFICATE\n\n            The undersigned hereby certifies by checking the appropriate boxes\nthat:\n\n            (1) this Right Certificate [ ] is [ ] is not being sold, assigned\nand transferred by or on behalf of a Person who is or was an Acquiring Person or\nan Affiliate or Associate of any such Acquiring Person (as such terms are\ndefined pursuant to the Rights Agreement);\n\n            (2) after due inquiry and to the best knowledge of the undersigned,\nit [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate\nfrom any Person who is, was or subsequently became an Acquiring Person or an\nAffiliate or Associate of an Acquiring Person.\n\nDated:  ______________\n\n\n                                    ____________________________________\n                                    Signature\n\n                                    (Signature must conform in all respects\n                                    to name of holder as specified on the\n                                    face of this Right Certificate)\n\n\n                                      A-5\n\n\n                          FORM OF ELECTION TO PURCHASE\n\n                      (To be executed if holder desires to\n                        exercise the Right Certificate.)\n\nTo WorldCom, Inc.:\n\n            The undersigned hereby irrevocably elects to exercise\n_____________________ Rights represented by this Right Certificate to purchase\nthe shares of Preferred Stock issuable upon the exercise of such Rights and\nrequests that certificates for such shares be issued in the name of:\n\n         Name:       ____________________________________________\n         Address:    ____________________________________________\n                     ____________________________________________\n\n         Social security\n         or taxpayer identification\n         number: _______________________________\n\nIf such number of Rights shall not be all the Rights evidenced by this Right\nCertificate, a new Right Certificate for the balance remaining of such Rights\nshall be registered in the name of and delivered to:\n\n         Name:       ____________________________________________\n         Address:    ____________________________________________\n                     ____________________________________________\n\n         Social security\n         or taxpayer identification\n         number: _______________________________\n\nDated: ________________\n\n\n                                    ____________________________________\n                                    Signature\n\n                                    (Signature must conform in all respects\n                                    to name of holder as specified on the\n                                    face of this Right Certificate)\n\nSignature Guaranteed:\n\n            Signatures must be guaranteed by a member or a participant in the\nSecurities Transfer Agent Medallion Program, the New York Stock Exchange\nMedallion Signature Program or the Stock Exchange Medallion Program.\n\n\n                                      A-6\n\n\n                                   CERTIFICATE\n\n            The undersigned hereby certifies by checking the appropriate boxes\nthat:\n\n            (1) the Rights evidenced by this Right Certificate [ ] are [ ] are\nnot being exercised by or on behalf of a Person who is or was an Acquiring\nPerson or an Affiliate or Associate of any such Acquiring Person (as such terms\nare defined pursuant to the Rights Agreement);\n\n            (2) this Rights Certificate [ ] is [ ] is not being sold, assigned\nand transferred by or on behalf of a Person who is or was an Acquiring Person or\nan Affiliate or Associate of any such Acquiring Person (as such terms are\ndefined pursuant to the Rights Agreement);\n\n            (3) after due inquiry and to the best knowledge of the undersigned,\nit [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate\nfrom any Person who is, was or became an Acquiring Person or an Affiliate or\nAssociate of an Acquiring Person.\n\nDated: _____________\n\n\n                                    ____________________________________\n                                    Signature\n\n                                    (Signature must conform in all respects\n                                    to name of holder as specified on the\n                                    face of this Right Certificate)\n\n                                     NOTICE\n\n            The signature in the foregoing Forms of Assignment and Election must\nconform to the name as written upon the face of this Right Certificate in every\nparticular, without alteration or enlargement or any change whatsoever.\n\n            In the event the certification set forth above in the form of\nAssignment or the form of Election to Purchase, as the case may be, is not\ncompleted, the Company and the Rights Agent will deem the beneficial owner of\nthe Rights evidenced by this Right Certificate to be an Acquiring Person or an\nAffiliate or Associate thereof (as defined in the Rights Agreement) and such\nAssignment or Election to Purchase will not be honored as described in Section\n7(e) of the Rights Agreement.\n\n\n                                      A-7\n\n\n                                                                       EXHIBIT B\n\n                           [Form of Right Certificate]\n\nCertificate No. R- _________                                       ______ Rights\n\nNOT EXERCISABLE AFTER THE EXPIRATION DATE. AT THE OPTION OF THE COMPANY, THE\nRIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT OR EXCHANGE FOR MCI GROUP\nSTOCK, UNDER THE CIRCUMSTANCES AND ON THE TERMS SET FORTH IN THE RIGHTS\nAGREEMENT. [THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE WERE ISSUED TO A\nPERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN\nACQUIRING PERSON. THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE\nVOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]*\n\n                                Right Certificate\n\n                                 WORLDCOM, INC.\n\n            This certifies that __________________, or registered assigns, is\nthe registered owner of the number of Rights set forth above, each of which\nentitles the owner thereof, subject to the terms, provisions and conditions of\nthe Rights Agreement dated as of March 7, 2002 (the \"Rights Agreement\") between\nWorldCom, Inc., a Georgia corporation (the \"Company\"), and The Bank of New York,\na New York banking corporation (the \"Rights Agent\"), to purchase from the\nCompany at any time after the Distribution Date (as such term is defined in the\nRights Agreement) and prior to 5:00 p.m. Clinton, Mississippi time on the\nExpiration Date, as that term is defined in the Rights Agreement, at the\nstockholder services office (or such office designated for such purpose) of the\nRights Agent, or its successor as Rights Agent, one one-thousandth of a fully\npaid, nonassessable share of the Series 5 Junior Participating Preferred Stock,\npar value $.01 per share (\"Preferred Stock\"), of the Company, at a purchase\nprice equal to $______ per one one-thousandth of a share (the \"Purchase Price\")\nupon presentation and surrender of this Right Certificate with the Form of\nElection to Purchase duly executed. The number of Rights evidenced by this Right\nCertificate (and the number of shares which may be purchased upon exercise of\neach Right) and the Purchase Price set forth above are the number and Purchase\nPrice as of ______________________ based on the shares of Preferred Stock of the\nCompany as constituted at such date.\n\n----------\n*     The portion of the legend in brackets shall be inserted only if\n      applicable.\n\n\n                                      B-1\n\n\n            The Purchase Price and the number of shares of Preferred Stock that\nmay be purchased upon the exercise of each of the Rights evidenced by this Right\nCertificate are subject to modification and adjustment upon the happening of\ncertain events as provided in the Rights Agreement.\n\n            This Right Certificate is subject to all of the terms, provisions\nand conditions of the Rights Agreement, which terms, provisions and conditions\nare hereby incorporated herein by reference and made a part hereof and to which\nRights Agreement reference is hereby made for a full description of the rights,\nlimitations of rights, obligations, duties and immunities hereunder of the\nRights Agent, the Company and the holders of the Right Certificates. Copies of\nthe Rights Agreement are on file at the Company and the above-mentioned office\nof the Rights Agent and are also available upon written request to the Company.\n\n            This Right Certificate, with or without other Right Certificates,\nupon surrender at the stockholder services office (or such office designated for\nsuch purpose) of the Rights Agent, may be exchanged for another Right\nCertificate or Right Certificates of like tenor and date evidencing Rights\nentitling the holder to purchase a like aggregate number of shares of Preferred\nStock as the Rights evidenced by the Right Certificate or Right Certificates\nsurrendered shall have entitled such holder to purchase. If this Right\nCertificate shall be exercised in part, the holder shall be entitled to receive,\nupon surrender hereof, another Right Certificate or Right Certificates for the\nnumber of whole Rights not exercised.\n\n            Subject to the provisions of the Rights Agreement, the Rights\nevidenced by this Certificate may be redeemed by the Company at its option at a\nredemption price of $.01 per Right on or prior to the Stock Acquisition Date (as\ndefined in the Rights Agreement). In addition, subject to the provisions of the\nRights Agreement, each Right evidenced by this Certificate may be exchanged by\nthe Company at its option for one share of the Company's MCI Group Common Stock,\npar value $.01 per share, following the Stock Acquisition Date and prior to the\ntime an Acquiring Person, as that term is defined in the Rights Agreement, owns\n50% or more of the Voting Power, as that term is defined in the Rights\nAgreement, of the Company.\n\n            No fractional shares of Preferred Stock will be issued upon the\nexercise of any Rights evidenced hereby (other than fractions which are integral\nmultiples of one one-thousandth of a share of Preferred Stock, which may, at the\nelection of the Company, be evidenced by depositary receipts). In lieu of\nfractions of a share, a cash payment will be made, as provided in the Rights\nAgreement.\n\n            No holder of this Right Certificate shall be entitled to vote or\nreceive dividends or be deemed for any purpose the holder of shares of Preferred\nStock or of any other securities of the Company which may at any time be\nissuable on the exercise hereof, nor shall anything contained in the Rights\nAgreement or herein be construed to confer upon the holder hereof, as such, any\nof the rights of a shareholder of the Company or any right to vote for the\nelection of directors or upon any matter submitted to shareholders at any\nmeeting thereof, or to give or withhold consent to any corporate action, or to\nreceive notice of meetings or other actions affecting shareholders (except as\nprovided in the Rights Agreement), or to receive dividends or\n\n\n                                      B-2\n\n\nsubscription rights, or otherwise, until the Rights evidenced by this Right\nCertificate shall have been exercised as provided in the Rights Agreement.\n\n            This Right Certificate shall not be valid or obligatory for any\npurpose until it shall have been countersigned by the Rights Agent.\n\n            WITNESS the facsimile signature of the proper officers of the\nCompany and its corporate seal. Dated as of __________ ____, _____.\n\nAttest:                                    WORLDCOM, INC.\n\n\nBy: _______________________________        By: ________________________________\n    Name:                                      Name:\n    Title:                                     Title:\n\nCountersigned:\n\nTHE BANK OF NEW YORK, as Rights Agent\n\n\nBy: ________________________________\n    Authorized signatory\n\n\n                                      B-3\n\n\n                   [Form of Reverse Side of Right Certificate]\n\n                               FORM OF ASSIGNMENT\n\n                (To be executed by the registered holder if such\n               holder desires to transfer the Right Certificate.)\n\n            FOR VALUE RECEIVED ___________________________________ hereby sells,\nassigns and transfers unto __________________________________________\n\n                  (Please print name and address of transferee)\n\n_______________________________________________________________________________\nthis Right Certificate, together with all right, title and interest therein, and\ndoes hereby irrevocably constitute and appoint ____________________ Attorney to\ntransfer the within Right Certificate on the books of the within-named Company,\nwith full power of substitution.\n\nDated:__________\n\n                                 ____________________________________\n                                 Signature\n\n                                 (Signature must conform in all respects\n                                 to name of holder as specified on the\n                                 face of this Right Certificate)\n\nSignature Guaranteed:\n\n            Signatures must be guaranteed by a member or a participant in the\nSecurities Transfer Agent Medallion Program, the New York Stock Exchange\nMedallion Signature Program or the Stock Exchange Medallion Program.\n\n\n                                      B-4\n\n\n                                   CERTIFICATE\n\n            The undersigned hereby certifies by checking the appropriate boxes\nthat:\n\n            (1) this Right Certificate [ ] is [ ] is not being sold, assigned\nand transferred by or on behalf of a Person who is or was an Acquiring Person or\nan Affiliate or Associate of any such Acquiring Person (as such terms are\ndefined pursuant to the Rights Agreement);\n\n            (2) after due inquiry and to the best knowledge of the undersigned,\nit [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate\nfrom any Person who is, was or subsequently became an Acquiring Person or an\nAffiliate or Associate of an Acquiring Person.\n\nDated: ______________\n\n                               ____________________________________\n                               Signature\n\n                               (Signature must conform in all respects\n                               to name of holder as specified on the\n                               face of this Right Certificate)\n\n\n                                      B-5\n\n\n                          FORM OF ELECTION TO PURCHASE\n\n                      (To be executed if holder desires to\n                        exercise the Right Certificate.)\n\nTo WorldCom, Inc.:\n\n            The undersigned hereby irrevocably elects to exercise\n_____________________ Rights represented by this Right Certificate to purchase\nthe shares of Preferred Stock issuable upon the exercise of such Rights and\nrequests that certificates for such shares be issued in the name of:\n\n         Name:       ____________________________________________\n         Address:    ____________________________________________\n                     ____________________________________________\n\n         Social security\n         or taxpayer identification\n         number: _______________________________\n\nIf such number of Rights shall not be all the Rights evidenced by this Right\nCertificate, a new Right Certificate for the balance remaining of such Rights\nshall be registered in the name of and delivered to:\n\n         Name:       ____________________________________________\n         Address:    ____________________________________________\n                     ____________________________________________\n\n         Social security\n         or taxpayer identification\n         number: _______________________________\n\nDated: ________________\n\n\n                                  ____________________________________\n                                  Signature\n\n                                  (Signature must conform in all respects\n                                  to name of holder as specified on the\n                                  face of this Right Certificate)\n\nSignature Guaranteed:\n\n            Signatures must be guaranteed by a member or a participant in the\nSecurities Transfer Agent Medallion Program, the New York Stock Exchange\nMedallion Signature Program or the Stock Exchange Medallion Program.\n\n\n                                      B-6\n\n\n                                   CERTIFICATE\n\n            The undersigned hereby certifies by checking the appropriate boxes\nthat:\n\n            (1) the Rights evidenced by this Right Certificate [ ] are [ ] are\nnot being exercised by or on behalf of a Person who is or was an Acquiring\nPerson or an Affiliate or Associate of any such Acquiring Person (as such terms\nare defined pursuant to the Rights Agreement);\n\n            (2) this Rights Certificate [ ] is [ ] is not being sold, assigned\nand transferred by or on behalf of a Person who is or was an Acquiring Person or\nan Affiliate or Associate of any such Acquiring Person (as such terms are\ndefined pursuant to the Rights Agreement);\n\n            (3) after due inquiry and to the best knowledge of the undersigned,\nit [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate\nfrom any Person who is, was or became an Acquiring Person or an Affiliate or\nAssociate of an Acquiring Person.\n\nDated: _____________\n\n\n                                 ________________________________________\n                                 Signature\n\n                                 (Signature must conform in all respects\n                                 to name of holder as specified on the\n                                 face of this Right Certificate)\n\n                                     NOTICE\n\n            The signature in the foregoing Forms of Assignment and Election must\nconform to the name as written upon the face of this Right Certificate in every\nparticular, without alteration or enlargement or any change whatsoever.\n\n            In the event the certification set forth above in the form of\nAssignment or the form of Election to Purchase, as the case may be, is not\ncompleted, the Company and the Rights Agent will deem the beneficial owner of\nthe Rights evidenced by this Right Certificate to be an Acquiring Person or an\nAffiliate or Associate thereof (as defined in the Rights Agreement) and such\nAssignment or Election to Purchase will not be honored as described in Section\n7(e) of the Rights Agreement.\n\n\n                                      B-7\n\n\n                                                                       EXHIBIT C\n\n                                 WORLDCOM, INC.\n\n                           Summary of Preferred Stock\n                                 Purchase Rights\n\n            On March 7, 2002, the Board of Directors of WorldCom, Inc. (the\n\"Company\") declared a dividend of (i) one preferred share purchase right (a\n\"WorldCom Right\") for each outstanding share of WorldCom, Inc.--WorldCom Group\nCommon Stock, par value $.01 per share (the \"WorldCom Group Stock\"), and (ii)\none preferred share purchase right (a \"MCI Right\", together with the WorldCom\nRight, the \"Rights\") for each outstanding share of WorldCom, Inc.--MCI Group\nCommon Stock, par value $.01 per share (the \"MCI Group Stock\", together with the\nWorldCom Group Stock, the \"Common Stock\"). The dividend distribution is payable\non March 18, 2002 (the \"Record Date\") to the shareholders of record on that\ndate. Each WorldCom Right entitles the registered holder to purchase from the\nCompany one one-thousandth of a share of Series 4 Junior Participating Preferred\nStock, par value $.01 per share (the \"Series 4 Preferred Stock\") of the Company\nat a price of $60.00 per one one-thousandth of a share of Series 4 Preferred\nStock (the \"Series 4 Purchase Price\"), subject to adjustment. Each MCI Right\nentitles the registered holder to purchase from the Company one one-thousandth\nof a share of Series 5 Junior Participating Preferred Stock, par value $.01 per\nshare (the \"Series 5 Preferred Stock\", and together with the Series 4 Preferred\nStock, the \"Preferred Stock\") of the Company at a price of $40.00 per one\none-thousandth of a share of Series 5 Preferred Stock (the \"Series 5 Purchase\nPrice\"), subject to adjustment. The description and terms of the Rights are set\nforth in a Rights Agreement dated as of March 7, 2002, as the same may be\namended from time to time (the \"Rights Agreement\"), between the Company and The\nBank of New York, as Rights Agent (the \"Rights Agent\").\n\n            Until the earlier to occur of (i) the close of business on the tenth\nbusiness day following the date of public announcement or the date on which the\nCompany first has notice or determines that a person or group of affiliated or\nassociated persons (an \"Acquiring Person\") (other than the Company, any\nsubsidiary of the Company or any employee benefit plan of the Company) has\nacquired, or obtained the right to acquire, 15% or more of the outstanding\nshares of voting stock of the Company without the prior express written consent\nof the Company executed on behalf of the Company by a duly authorized officer of\nthe Company following express approval by action of at least a majority of the\nIndependent Directors (the \"Stock Acquisition Date\") or (ii) the close of\nbusiness on the tenth business day (or such later date as may be determined by\naction of the Board of Directors but not later than the Stock Acquisition Date)\nfollowing the commencement of a tender offer or exchange offer, without the\nprior written consent of the Company, by a person (other than the Company, any\nsubsidiary of the Company or an employee benefit plan of the Company) which,\nupon consummation, would result in such party's control of 15% or more of the\nCompany's voting stock (the earlier of the dates in clause (i) or (ii) above\nbeing called the \"Distribution Date\"), each Right will be evidenced by the\nappropriate Common Stock Certificate. For purposes of the Rights Ageement, the\n\"Independent Directors\" are those directors of the Company who are not, and\nduring the past three years have\n\n\n                                      C-1\n\n\nnot been, an officer or employee of the Company, are not an Acquiring Person or\na person who would have become an Acquiring Person upon the effectiveness of a\nproposal to the Company or its shareholders or upon the completion of any other\naction taken by such person, and who do not have an affiliation or association\nwith an Acquiring Person or any such other person who would become an Acquiring\nPerson.\n\n            The Rights Agreement provides that, until the Distribution Date (or\nearlier redemption or expiration of the Rights), the WorldCom Rights will be\ntransferred with and only with the underlying WorldCom Group Stock and the MCI\nRights will be transferred with and only with the underlying MCI Group Stock.\nUntil the Distribution Date (or earlier redemption, exchange or expiration of\nthe Rights), new Common Stock certificates issued after the Record Date upon\ntransfer or new issuances of Common Stock will contain a notation incorporating\nthe Rights Agreement by reference. Until the Distribution Date (or earlier\nredemption, exchange or expiration of the Rights), the surrender for transfer of\nany certificates for shares of Common Stock outstanding as of the Record Date,\neven without such notation or a copy of this Summary of Rights, will also\nconstitute the transfer of the Rights associated with the Common Stock\nrepresented by such certificate. As soon as practicable following the\nDistribution Date, separate certificates evidencing the WorldCom Rights\n(\"WorldCom Right Certificates\") and separate certificates evidencing the MCI\nRights (\"MCI Right Certificates\") will be mailed to holders of record of the\nWorldCom Group Stock and MCI Group Stock, as the case may be, as of the close of\nbusiness on the Distribution Date and such separate certificates alone will then\nevidence the Rights.\n\n            The Rights are not exercisable until the Distribution Date. The\nRights will expire, if not previously exercised, on March 18, 2012 (the \"Final\nExpiration Date\"), unless the Final Expiration Date is extended or unless the\nRights are earlier redeemed or exchanged by the Company.\n\n            The Purchase Price payable, and the number of shares of Preferred\nStock, or other securities or property issuable, upon exercise of the WorldCom\nRights or MCI Rights, as the case may be, are subject to adjustment from time to\ntime to prevent dilution (i) in the event of a stock dividend on, or a\nsubdivision, combination or reclassification of the Preferred Stock, (ii) upon\nthe grant to holders of the Preferred Stock of certain rights or warrants to\nsubscribe for or purchase Preferred Stock at a price, or securities convertible\ninto Preferred Stock with a conversion price, less than the then-current market\nprice of the Series 4 Preferred Stock or Series 5 Preferred Stock, as the case\nmay be, or (iii) upon the distribution to holders of the Preferred Stock of\nevidences of indebtedness or assets (excluding regular periodic cash dividends\nor dividends payable in Preferred Stock) or of subscription rights or warrants\n(other than those referred to above).\n\n            The number of outstanding Rights, and the number of one\none-thousandths of a share of Preferred Stock issuable upon exercise of each\nWorldCom Right or MCI Right, as the case may be, are also subject to adjustment\nin the event of a stock split of the WorldCom Group Stock or MCI Group Stock, or\na stock dividend on the WorldCom Group Stock or MCI Group Stock payable in\nshares of WorldCom Group Stock or MCI Group Stock, as the case may be, or\n\n\n                                      C-2\n\n\nsubdivisions, consolidations or combinations of the WorldCom Group Stock or MCI\nGroup Stock occurring, in any such case, prior to the Distribution Date.\n\n            Shares of Preferred Stock purchasable upon exercise of the Rights\nwill not be redeemable and will be junior to any other series of preferred\nstock the Company may issue (unless otherwise provided in the terms of such\nstock). Each share of Preferred Stock will have a preferential dividend in an\namount equal to 1,000 times any dividend declared on each share of WorldCom\nGroup Stock or MCI Group Stock, as the case may be. In the event of\nliquidation, the holders of the Preferred Stock will receive a preferred\nliquidation payment equal to the greater of $1,000 and 1,000 times the payment\nmade per share of WorldCom Group Stock or MCI Group Stock, as the case may be.\nEach share of Series 4 Preferred Stock will have 1,000 votes, on all matters\nupon which the holders of WorldCom Group Stock are entitled to vote. Each share\nof Series 5 Preferred Stock will have 1,000 votes on all matters upon which\nholders of the MCI Group Stock are entitled to vote. In the event of any\nmerger, consolidation or other transaction in which shares of WorldCom Group\nStock or MCI Group Stock, as the case may be, are converted or exchanged, each\nshare of Series 4 Preferred Stock or Series 5 Preferred Stock will be entitled\nto receive 1,000 times the amount and type of consideration received per share\nof WorldCom Group Stock or MCI Group Stock, as the case may be. The rights of\nthe Preferred Stock as to dividends, liquidation and voting, and in the event\nof mergers and consolidations, are protected by customary antidilution\nprovisions.\n\n            Because of the nature of the Preferred Stock's dividend, liquidation\nand voting rights, the value of the one one-thousandth interest in a share of\nSeries 4 Preferred Stock purchasable upon exercise of each WorldCom Right should\napproximate the value of one share of WorldCom Group Stock and the value of the\none one-thousandth interest in a share of Series 5 Preferred Stock purchasable\nupon exercise of each MCI Right should approximate the value of one share of MCI\nGroup Stock.\n\n            If any person or group (other than the Company, any subsidiary of\nthe Company or any employee benefit plan of the Company) acquires 15% or more of\nthe Company's outstanding voting stock without the prior written consent of at\nleast a majority of the Independent Directors, each Right, except those held by\nsuch persons, would entitle each holder of a Right to acquire such number of\nshares of WorldCom Group Stock or MCI Group Stock, as the case may be, as shall\nequal the result obtained by multiplying the then current Series 4 Purchase\nPrice or Series 5 Purchase Price, as the case may be, by the number of one\none-thousandths of a share of Series 4 Preferred Stock or Series 5 Preferred\nStock for which a WorldCom Right or MCI Right, as the case may be, is then\nexercisable and dividing that product by 50% of the then current per-share\nmarket price of WorldCom Group Stock or MCI Group Stock, as the case may be.\n\n            If any person or group (other than the Company, any subsidiary of\nthe Company or any employee benefit plan of the Company) acquires more than 15%\nbut less than 50% of the Company voting stock without the prior written consent\nof at least a majority of the Independent Directors, each WorldCom Right,\nexcept those held by such persons, may be exchanged by the Board of Directors\nfor one share of WorldCom Group Stock and each MCI Right, except those\n\n\n                                      C-3\n\n\nheld by such persons, may be exchanged by the Board of Directors for one share\nof MCI Group Stock.\n\n            If the Company were acquired in a merger or other business\ncombination transaction where the Company is not the surviving corporation or\nwhere Company Common Stock is exchanged or changed or 50% or more of the\nCompany's assets or earnings power is sold in one or several transactions\nwithout the prior written consent of at least a majority of the Independent\nDirectors, each Right would entitle the holders thereof (except for the\nAcquiring Person) to receive such number of shares of the acquiring company's\ncommon stock as shall be equal to the result obtained by multiplying the then\ncurrent Series 4 Purchase Price or the Series 5 Purchase Price by the number of\none one-thousandths of a share of Series 4 Preferred Stock or Series 5\nPreferred Stock, as the case may be, for which a Right is then exercisable and\ndividing that product by 50% of the then current market price per share of the\ncommon stock of the acquiring company on the date of such merger or other\nbusiness combination transaction.\n\n            With certain exceptions, no adjustment in the Purchase Price will be\nrequired until cumulative adjustments require an adjustment of at least 1% in\nsuch Purchase Price. No fractional shares of Preferred Stock will be issued\n(other than fractions which are integral multiples of one one-thousandth of a\nshare of Preferred Stock, which may, at the election of the Company, be\nevidenced by depositary receipts), and in lieu thereof an adjustment in cash\nwill be made based on the market price of the Preferred Stock on the last\ntrading day prior to the date of exercise.\n\n            At any time prior to the time an Acquiring Person becomes such, a\nmajority of the Independent Directors may elect to redeem the Rights in whole,\nbut not in part, at a price of $.01 per Right (the \"Redemption Price\"). The\nredemption of the Rights may be made effective at such time, on such basis and\nwith such conditions as the Independent Directors in their sole discretion may\nestablish. Immediately upon any redemption of the Rights, the right to exercise\nthe Rights will terminate and the only right of the holders of Rights will be to\nreceive the Redemption Price.\n\n            The terms of the Rights may be amended by action of at least a\nmajority of the Independent Directors without the consent of the holders of the\nRights, including an amendment to lower certain thresholds described above to\nnot less than the greater of (i) any percentage greater than the largest\npercentage of the voting power of all securities of the Company then known to\nthe Company to be beneficially owned by any person or group of affiliated or\nassociated persons (other than an excepted person) and (ii) 10%, except that\nfrom and after such time as any person or group of affiliated or associated\npersons becomes an Acquiring Person no such amendment may adversely affect the\ninterests of the holders of the Rights.\n\n            A committee of Independent Directors will review the Rights\nAgreement at least every three years and, if a majority of the members of the\ncommittee deems it appropriate, may recommend a modification or termination of\nthe Rights Agreement.\n\n\n                                      C-4\n\n\n            Until a Right is exercised, the holder thereof, as such, will have\nno rights as a shareholder of the Company, including, without limitation, the\nright to vote or to receive dividends.\n\n            A copy of the Rights Agreement has been filed with the Securities\nand Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A\ncopy of the Rights Agreement is available free of charge from the Company. This\nsummary description of the Rights does not purport to be complete and is\nqualified in its entirety by reference to the Rights Agreement, as the same may\nbe amended from time to time, which is hereby incorporated herein by reference.\n\n\n                                      C-5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9630,9629],"class_list":["post-43908","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-securities__invest","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43908","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=43908"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43908"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43908"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43908"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}