EXHIBIT 4.1


                             ARTICLES OF AMENDMENT
                                 TO THE SECOND
                             AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                                WORLDCOM, INC.

                                      1.

         The name of the Corporation is WorldCom, Inc.

                                      2.

         Effective the date hereof, Section A of Article Four of the Second
Amended and Restated Articles of Incorporation of the Corporation, as amended,
is hereby amended by deleting the text thereof and substituting therefor the
text of the amendment attached hereto as Exhibit A.

                                      3.

         All other provisions of the Second Amended and Restated Articles of
Incorporation, as previously amended, shall remain in full force and effect.

                                      4.

         The provisions of Section A of Article Four of the Second Amended and
Restated Articles of Incorporation, as amended, were duly approved by the
shareholders of the Corporation in accordance with the provisions of Section
14-2-1003 of the Georgia Business Corporation Code on the 7th day of June,
2001.

                                      5.

         The provisions of Section A of Article Four of the Second Amended and
Restated Articles of Incorporation, as amended, were duly adopted and
authorized by the Board of Directors of the Corporation on October 31, 2000.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed by its duly authorized officer, this 7th day of June,
2001.

                                              WORLDCOM, INC.


                                              By: /s/ Bernard J. Ebbers
                                                   ---------------------
                                                   Name: Bernard J. Ebbers
                                                   Title: President





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                                              EXHIBIT A


          (A) Common Stock. There shall be two series of common stock created,
having the number of shares and the voting powers, preferences, designations,
rights, qualifications, limitations or restrictions set forth below:

          (i) WorldCom Stock. One series of common stock of the Corporation is
     hereby created and designated as "WorldCom, Inc.--WorldCom Group Common
     Stock" ("WorldCom Stock") consisting of 4.85 billion shares.

          (ii) MCI Stock. One series of common stock of the Corporation is
     hereby created and designated as "WorldCom, Inc.--MCI Group Common Stock"
     ("MCI Stock") consisting of 150 million shares.

          (iii) Upon the date on which this Section A of Article 4 shall
     become effective, and without any further action on the part of the
     Corporation or its stockholders, each share of the Corporation's common
     stock, par value $0.01 per share, that is issued and outstanding shall be
     changed into one share of WorldCom Stock and 1/25 (0.04) of a share of
     MCI Stock.

          (iv) For the purpose of making "lawful and adequate provision" to
     implement the existing right of the holders of the Company's Series B
     Convertible Preferred Stock to acquire and receive upon the conversion of
     the Series B Convertible Preferred Stock such shares of stock issuable
     with respect to or in exchange for each outstanding share of the
     Company's "Common Stock" (as such term is defined in Exhibit B to these
     Second Amended and Restated Articles of Incorporation) as would have been
     received upon conversion of the Series B Convertible Preferred Stock at
     the "Conversion Rate" (as such term is defined in Section 5(a) of said
     Exhibit B) then in effect, all references to a share of "Common Stock" of
     the Company in Section 5 and Section 7 of Exhibit B shall be deemed, from
     and after the date on which this Section A of Article 4 shall become
     effective, to refer to one share of WorldCom Stock and 0.04 of a share of
     MCI Stock (or such other number and designation of shares as may then be
     applicable following lawful adjustment pursuant to Section 6 of Exhibit
     B).

          Section 1. Distributions and Share Dividends. Subject to the prior
and superior or other rights of the holders of the preferred stock or any
other shares of the Corporation and subject to the limitations provided for
below in this Section 1, distributions and share dividends may be declared and
paid upon either series of common stock, as the board of directors may
determine and with the effect provided for in these Second Amended and
Restated Articles of Incorporation.

          (A) Distributions on WorldCom Stock. Distributions on WorldCom Stock
may be declared and paid only out of the lesser of:

          (i) the funds legally available for that purpose; and

          (ii) the WorldCom Group Available Distribution Amount.


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          (B) Distributions on MCI Stock. Distributions on MCI Stock may be
declared and paid only out of the lesser of:

          (i) the funds legally available for that purpose; and

          (ii) the MCI Group Available Distribution Amount.

          (C) Additional Limitations on Distributions and Share Dividends. The
board of directors may declare and pay share dividends of WorldCom Stock and
MCI Stock (or distributions of Convertible Securities convertible into or
exchangeable or exercisable for shares of WorldCom Stock or MCI Stock) or
distributions of assets (including securities) or properties attributed to the
WorldCom Group or the MCI Group on shares of common stock only as follows or
as permitted by Section 4:

          (i) on shares of WorldCom Stock-share dividends of WorldCom Stock
     (or distributions of Convertible Securities convertible into or
     exchangeable or exercisable for shares of WorldCom Stock) or
     distributions of assets (including securities) or properties attributed
     to the WorldCom Group;

          (ii) on shares of MCI Stock-share dividends of MCI Stock (or
     distributions of Convertible Securities convertible into or exchangeable
     or exercisable for shares of MCI Stock) or distributions of assets
     (including securities) or properties attributed to the MCI Group.

          (iii) on shares of MCI Stock-share dividends of WorldCom Stock (or
     distributions of Convertible Securities convertible into or exchangeable
     or exercisable for shares of WorldCom Stock), but only if (x) the MCI
     Group is a Holder Group holding an Inter-Group Interest in the WorldCom
     Group and (y) the sum of:

               (1) the number of shares of WorldCom Stock to be so issued (or
          the number of such shares that would be issuable upon conversion,
          exchange or exercise of any Convertible Securities to be so issued);
          and

               (2) the number of shares of WorldCom Stock that are issuable
          upon conversion, exchange or exercise of any Convertible Securities
          then outstanding that are attributed as a liability to, or an equity
          interest in, the MCI Group

     is less than or equal to the Number of Shares Issuable with Respect to
     the Inter-Group Interest in the WorldCom Group held by the MCI Group;

          (iv) on shares of WorldCom Stock-share dividends of MCI Stock (or
     distributions of Convertible Securities convertible into or exchangeable
     or exercisable for shares of MCI Stock), but only if (x) the WorldCom
     Group is a Holder Group holding an Inter-Group Interest in the MCI Group
     and (y) the sum of:

               (1) the number of shares of MCI Stock to be so issued (or the
          number of such shares that would be issuable upon conversion,
          exchange or exercise of any Convertible Securities to be so issued);
          and


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               (2) the number of shares of MCI Stock that are issuable upon
          conversion, exchange or exercise of any Convertible Securities then
          outstanding that are attributed as a liability to, or an equity
          interest in, the WorldCom Group

     is less than or equal to the Number of Shares issuable with Respect to
     the Inter-Group Interest in the MCI Group held by the WorldCom Group;

          (v) on shares of MCI Stock-distributions of assets (including
     securities) or properties attributed as an asset to the WorldCom Group,
     but only if the number or amount of such assets (including securities) or
     properties to be so paid is less than or equal to the product of:

               (1) the number or amount of such assets (including securities)
          or properties to be paid concurrently to holders of outstanding
          WorldCom Stock; and

               (2) a fraction (which may be greater than one), the numerator
          of which is equal to the Number of Shares Issuable with Respect to
          the Inter-Group Interest in the WorldCom Group held by the MCI Group
          and the denominator of which is equal to the number of outstanding
          shares of WorldCom Stock, in each case, on the record date for such
          distribution; and

          (vi) on shares of WorldCom Stock-distributions of assets (including
     securities) or properties attributed as an asset to the MCI Group, but
     only if the number or amount of such assets (including securities) or
     properties to be so paid is less than or equal to the product of:

               (1) the number or amount of such assets (including securities)
          or properties to be paid concurrently to holders of outstanding MCI
          Stock; and

               (2) a fraction (which may be greater than one), the numerator
          of which is equal to the Number of Shares Issuable with Respect to
          the Inter-Group Interest in the MCI Group held by the WorldCom Group
          and the denominator of which is equal to the number of outstanding
          shares of MCI Stock, in each case, on the record date for such
          distribution.

          For purposes of this Section l(C), any outstanding Convertible
Securities that are convertible into or exchangeable or exercisable for any
other Convertible Securities which are themselves convertible into or
exchangeable or exercisable for any series of common stock (or other
Convertible Securities that are so convertible, exchangeable or exercisable)
shall be deemed to have been converted, exchanged or exercised in full for
such Convertible Securities.

          (D) Discrimination Between Series of Common Stock. The board of
directors, subject to the provisions of this Section 1, may at any time
declare and pay distributions and share dividends exclusively on WorldCom
Stock or exclusively on MCI Stock, in equal or unequal amounts,
notwithstanding the relationship between the Available Distribution Amount
with respect to either Group, the amount of distributions and share dividends
previously declared or paid on either series, the respective voting or
liquidation rights of either series or other factor.

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<PAGE>

          Section 2. Voting Rights.

          (A) General. Except as otherwise provided by law, by the terms of
any outstanding preferred stock or by any provision in these Second Amended
and Restated Articles of Incorporation allocating the power to vote on a
specified matter to other shareholders or in a different manner, the common
stock shall together have unlimited voting rights. Both series of common stock
shall vote on all matters together as a single voting group, except as
otherwise provided by law or by any provision in these Second Amended and
Restated Articles of Incorporation.

          (B) Number of Votes for Each Series of Common Stock. On each matter
to be voted on by the holders of each series of common stock voting together
as a single voting group, the number of votes per share of each series shall
be as follows:

          (i) each outstanding share of WorldCom Stock shall have one vote;
     and

          (ii) each outstanding share of MCI Stock shall have a number of
     votes (including a fraction of one vote) equal to the quotient, rounded
     to the nearest 1/10,000 (.0001), of (1) the average Market Value of one
     share of MCI Stock during the 20-Trading Day period ending on the tenth
     Trading Day prior to the record date for determining the shareholders
     entitled to vote, divided by (2) the average Market Value of one share of
     WorldCom Stock during such 20-Trading Day period.

Notwithstanding the foregoing provisions of this Section 2(B), if shares of
only one series of common stock are outstanding on the record date for
determining the holders of common stock entitled to vote on any matter, then
each share of that series shall be entitled to one vote and, if either series
of common stock is entitled to vote as a separate voting group with respect to
any matter, each share of that series shall, for the purpose of such vote, be
entitled to one vote on such matter.

          Section 3. Liquidation Rights.

          (A) General. In the event of any voluntary or involuntary
dissolution of the Corporation, after payment or provision for payment of the
debts and other liabilities of the Corporation and after making provision for
any outstanding preferred stock and any other shares prior and superior to
common stock as to payments upon dissolution (regardless of the Group to which
such shares are attributed), the holders of WorldCom Stock and MCI Stock shall
be entitled to receive the net assets of the Corporation remaining for
distribution to holders of the common stock (regardless of the Group to which
such assets are then attributed) in an amount determined on a per share basis
in proportion to the liquidation units per share of such series.

         For purposes of this Section 3, neither (x) the voluntary sale,
lease, exchange or other disposition of all or substantially all of the
property or assets of the Corporation; (y) a merger of the Corporation or a
share exchange by the Corporation with one or more other corporations (whether
or not the Corporation is the corporation surviving such merger or the
acquiring company in such share exchange); nor (z) any transaction or event
pursuant to Section 4 shall be deemed a voluntary or involuntary dissolution
of the Corporation.

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<PAGE>

          (B) Liquidation Units for Each Series of Common Stock. The
liquidation units per share of each series of common stock shall be as
follows:

          (i) each share of WorldCom Stock shall have one liquidation unit;
     and

          (ii) each share of MCI Stock shall have 1/25 of one liquidation
     unit.

provided that, if the Corporation shall in any manner subdivide (by stock
split, reclassification or otherwise) or combine (by reverse stock split,
reclassification or otherwise) the outstanding shares of either series of
common stock, or declare and pay a share dividend of either series of common
stock to holders of such series, the per share liquidation units of the series
of common stock, as adjusted from time to time, shall be appropriately
adjusted, as determined by the board of directors, so as to avoid any dilution
in the aggregate, relative liquidation rights of the shares of either series
of common stock.

          Section 4. Special Distributions on, and Conversion or Redemption
of, WorldCom Stock and MCI Stock.

          (A) Special Distributions on, and Conversion or Redemption of,
WorldCom Stock if a Disposition of All or Substantially All Assets of the
WorldCom Group Occurs.

          (i) In the event of the Disposition, in one transaction or a series
     of related transactions (other than in one or a series of Excluded
     Transactions), by the Corporation and/or its subsidiaries of all or
     substantially all of the businesses, assets, properties and liabilities
     attributed to the WorldCom Group, the Corporation shall, on or prior to
     the 120th Trading Day after the Disposition Date, as determined by the
     board of directors in its sole discretion:

               (1) provided that there are funds legally available for the
          purpose:

                    (a) subject to compliance with Section 1, pay to the
               holders of the shares of WorldCom Stock a distribution pro rata
               in accordance with the number of shares of WorldCom Stock held
               by each such holder in cash and/or securities or other property
               having a Fair Value as of the Disposition Date in the aggregate
               equal to the product of:

                         (x) the Outstanding Interest Fraction with respect to
                    WorldCom Stock as of the record date for determining
                    holders entitled to receive such distribution; and

                         (y) the Fair Value as of the Disposition Date of the
                    Net Proceeds of such Disposition; or

                    (b) (I) subject to the last sentence of this Section
               4(A)(i), if such Disposition involves all (not merely
               substantially all) of the businesses, assets, properties and
               liabilities attributed to the WorldCom Group, redeem or exchange
               as of the Redemption Date, determined as provided by Section
               4(G)(iii)(2), all outstanding shares of WorldCom Stock in


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               exchange for, on a pro rata basis, cash and/or securities
               (other than shares of a series of common stock) or other
               property having a Fair Value as of the Disposition Date in the
               aggregate equal to the product of:

                         (x) the Outstanding Interest Fraction with respect to
                    WorldCom Stock as of the record date for determining
                    holders entitled to receive such distribution; and

                         (y) the Fair Value of the Disposition Date of the Net
                    Proceeds of such Disposition; or

                    (II) subject to the last sentence of this Section 4(A)(i),
               if such Disposition involves substantially all (but not all) of
               the businesses, assets, properties and liabilities attributed
               to the WorldCom Group, redeem or exchange as of the Redemption
               Date, determined as provided by Section 4(G)(iv)(2), the number
               of whole shares of WorldCom Stock equal to the lesser of:

                         (x) the number of shares of WorldCom Stock
                    outstanding; and

                         (y) such number of shares of WorldCom Stock as have
                    in the aggregate an average Market Value during the period
                    of ten consecutive Trading Days beginning on the 51st
                    Trading Day immediately succeeding the Disposition Date
                    closest to the product of:

                              (AA) the Outstanding Interest Fraction with
                         respect to WorldCom Stock as of the record date for
                         determining such shares selected for redemption or
                         exchange; and

                              (BB) the Fair Value as of the Disposition Date of
                         the Net Proceeds of such Disposition,

in exchange for, on a pro rata basis, cash and/or securities (other than
shares of a series of the Corporation's common stock) or other property having
a Fair Value as of the Disposition Date in the aggregate equal to such
product; or

          (2) declare that each outstanding share of MCI Stock shall be
     converted as of the Conversion Date, determined as provided by Section
     4(G)(v)(2), into a number of fully paid and nonassessable shares of
     WorldCom Stock, equal to the ratio, rounded to the nearest 1/10,000
     (.0001), of the average Market Value of one share of MCI Stock over the
     period of ten consecutive Trading Days beginning on the 51st Trading Day
     following the Disposition Date to the average Market Value of one share
     of WorldCom Stock during such ten-Trading Day period.

Notwithstanding the foregoing provisions of this Section 4(A)(i), the
Corporation shall redeem or exchange shares of WorldCom Stock as provided by
Section 4(A)(i)(1)(b)(I) or (II) only if the



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amount to be paid in redemption or exchange of such stock is less than or
equal to the WorldCom Group Available Distribution Amount as of the Redemption
Date.

          (ii) For purposes of this Section 4(A):

               (1) as of any date, "substantially all of the businesses,
          assets, properties and liabilities" attributed to the WorldCom Group
          shall mean a portion of such businesses, assets, properties and
          liabilities that represents at least 80% of the Fair Value of the
          businesses, assets, properties and liabilities attributed to the
          WorldCom Group as of such date;

               (2) in the case of a Disposition of the businesses, assets,
          properties and liabilities attributed to the WorldCom Group in a
          series of related transactions, such Disposition shall not be deemed
          to have been consummated until the consummation of the last of such
          transactions; and

               (3) the board of directors may pay any distribution or
          redemption price referred to in Section 4(A)(i)(1) in cash,
          securities (other than shares of a series of the Corporation's
          common stock) or other property, regardless of the form or nature of
          the proceeds of the Disposition.

          (iii) After the payment of any distribution or redemption price with
     respect to the WorldCom Stock as provided for by Section 4(A)(i)(l), the
     board of directors may declare that each share of WorldCom Stock
     remaining outstanding shall be converted as of a Conversion Date,
     determined as provided by Section 4(G)(v)(2), into a number of fully paid
     and nonassessable shares of MCI Stock equal to the ratio, rounded to the
     nearest 1/10,000 (.0001), of the average Market Value of one share of
     WorldCom Stock during the period of 20 consecutive Trading Days ending on
     the fifth Trading Day immediately preceding the date of the notice of
     such conversion required by Section 4(G)(v) to the average Market Value
     of one share of MCI Stock during such 20-Trading Day period.

          (B) Special Distributions on, and Conversion and Redemption of, MCI
Stock If a Disposition of All or Substantially All Assets of the MCI Group
Occurs.

          (i) In the event of the Disposition, in one transaction or a series
     of related transactions (other than in one or a series of Excluded
     Transactions), by the Corporation and/or its subsidiaries of all or
     substantially all of the businesses, assets, properties and liabilities
     attributed to the MCI Group, the Corporation shall, on or prior to the
     120th Trading Day after the Disposition Date, as determined by the board
     of directors in its sole discretion:

               (1) provided that there are funds legally available for the
          purpose:

                    (a) subject to compliance with Section 1, pay to the
               holders of the shares of MCI Stock a distribution pro rata in
               accordance with the number of shares of MCI Stock held by each
               such holder, in


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               cash and/or securities or other property having a Fair Value as
               of the Disposition Date in the aggregate equal to the product
               of:

                         (x) the Outstanding Interest Fraction with respect to
                    MCI Stock as of the record date for determining holders
                    entitled to receive such distribution; and

                         (y) the Fair Value as of the Disposition Date of the
                    Net Proceeds of such Disposition; or

                    (b) (I) subject to the last sentence of this Section
               4(B)(i), if such Disposition involves all (not merely
               substantially all) of the businesses, assets, properties and
               liabilities attributed to the MCI Group, redeem or exchange as
               of the Redemption Date, determined as provided by Section
               4(G)(iii)(2), all outstanding shares of MCI Stock in exchange
               for, on a pro rata basis, cash and/or securities (other than
               shares of a series of common stock) or other property having a
               Fair Value as of the Disposition Date in the aggregate equal to
               the product of:

                         (x) the Outstanding Interest Fraction with respect to
                    MCI Stock as of such Redemption Date; and

                         (y) the Fair Value as of the Disposition Date of the
                    Net Proceeds of such Disposition; or

                    (II) subject to the last sentence of this Section 4(B)(i),
               if such Disposition involves substantially all (but not all) of
               the businesses, assets, properties and liabilities attributed
               to the MCI Group, redeem or exchange as of the Redemption Date,
               determined as provided by Section 4(G)(iv)(2), the number of
               whole shares of MCI Stock equal to the lesser of:

                         (x) the number of shares of MCI Stock outstanding;
                    and

                         (y) such number of MCI Stock as have in the aggregate
                    an average Market Value during the period of ten
                    consecutive Trading Days beginning on the 51st Trading Day
                    immediately succeeding the Disposition Date closest to the
                    product of:

                              (AA) the Outstanding Interest Fraction with
                         respect to MCI Stock as of the record date for
                         determining such shares selected for redemption or
                         exchange; and

                              (BB) the Fair Value as of the Disposition Date of
                          the Net Proceeds of such Disposition,


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in exchange for, on a pro rata basis, cash and/or securities (other than
shares of a series of the Corporation's common stock) or other property having
a Fair Value as of the Disposition Date in the aggregate equal to such
product; or

               (2) declare that each outstanding share of MCI Stock shall be
          converted as of the Conversion Date, determined as provided by
          Section 4(G)(v)(2), into a number of fully paid and nonassessable
          shares of WorldCom Stock equal to 110% (if the disposition is
          consummated within three years of the date of the Initial Issuance
          Date or 100% thereafter), of the ratio, rounded to the nearest
          1/10,000 (.0001), of the average Market Value of one share of MCI
          Stock over the period of ten consecutive Trading Days beginning on
          the 51st Trading Day following the Disposition Date to the average
          Market Value of one share of WorldCom Stock during such ten-Trading
          Day period.

Notwithstanding the foregoing provisions of this Section 4(B)(i), the
Corporation shall redeem or exchange shares of MCI Stock as provided by
Section 4(B)(i)(1)(b)(I) or (II) only if the amount to be paid in redemption
or exchange of such stock is less than or equal to the MCI Group Available
Distribution Amount as of the Redemption Date.

               (ii) For purposes of this Section 4(B):

                    (1) as of any date, "substantially all of the businesses,
               assets, properties and liabilities" attributed to the MCI Group
               shall mean a portion of such businesses, assets, properties and
               liabilities that represents at least 80% of the Fair Value of
               the businesses, assets, properties and liabilities attributed
               to the MCI Group as of such date;

                    (2) in the case of a Disposition of the businesses,
               assets, properties and liabilities attributed to the MCI Group
               in a series of related transactions, such Disposition shall not
               be deemed to have been consummated until the consummation of
               the last of such transactions; and

                    (3) the board of directors may pay any distribution or
               redemption price referred to in Section 4(B)(i)(1) in cash,
               securities (other than shares of a series of the Corporation's
               common stock) or other property, regardless of the form or
               nature of the proceeds of the Disposition.

          (C) Conversion of MCI Stock at Corporation's Option At Any Time or
if a Tax Event Occurs.

          (i) The Board of Directors may at any time declare that each
     outstanding share of MCI Stock shall be converted, as of the Conversion
     Date, determined as provided by Section 4(G)(v)(2), into a number of
     fully paid and nonassessable shares of WorldCom Stock, equal to the
     applicable percentage set forth in the following sentence of the ratio,
     rounded to the nearest 1/10,000 (.0001), of the average Market Value of
     one share of MCI Stock over the period of 20 consecutive Trading Days
     ending on the fifth Trading Day immediately preceding the date of the
     notice of conversion required by Section 4(G)(v) to the average Market
     Value of one share of WorldCom Stock during

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     such 20-Trading Day period.  The applicable percentage referred to in the
     preceding sentence shall equal:

               (1) prior to the third anniversary of the Initial Issuance
          Date, 110%; and

               (2) on or after the third anniversary of the Initial Issuance
          Date, 100%.

          (ii) If a Tax Event occurs, the board of directors may at any time
     declare that each outstanding share of MCI Stock shall be converted, as
     of the Conversion Date, determined as provided by Section 4(G)(v)(2),
     into a number of fully paid and nonassessable shares of WorldCom Stock
     equal to 100% of the ratio, rounded to the nearest 1/10,000 (.0001), of
     the average Market Value of one share of MCI Stock over the period of 20
     consecutive Trading Days ending on the fifth Trading Day immediately
     preceding the date of the notice of conversion required by Section
     4(G)(v) to the average Market Value of one share of WorldCom Stock or
     Additional Group Stock, as applicable, during such 20-Trading Day period.

          (D) Redemption of WorldCom Stock for WorldCom Subsidiary Stock. At
any time at which all of the businesses, assets, properties and liabilities
attributed to the WorldCom Group (and no other businesses, assets, properties
or liabilities of the Corporation or any subsidiary thereof) are held directly
or indirectly by one or more wholly owned subsidiaries of the Corporation
(each, a "WorldCom Subsidiary"), the board of directors may, subject to the
satisfaction of such conditions that it determines are appropriate, provided
that there are funds legally available for the purpose:

          (i) if neither Group holds an Inter-Group Interest in the other
     Group, redeem or exchange all of the outstanding shares of WorldCom
     Stock, on a Redemption Date of which notice is delivered in accordance
     with Section 4(G)(vi), in exchange for all of the shares of common stock
     of each WorldCom Subsidiary as will be outstanding immediately following
     such exchange of shares; such shares of common stock of each WorldCom
     Subsidiary shall be delivered to the holders of shares of WorldCom Stock
     on the Redemption Date either directly or indirectly through the delivery
     of shares of another WorldCom Subsidiary that owns directly or indirectly
     all such shares, and shall be divided among the holders of WorldCom Stock
     pro rata in accordance with the number of shares of WorldCom Stock held
     by each such holder on such Redemption Date; each share of common stock
     of such WorldCom Subsidiary shall be, upon such delivery, fully paid and
     nonassessable;

          (ii) if the MCI Group holds an Inter-Group Interest in the WorldCom
     Group, redeem or exchange all of the outstanding shares of WorldCom
     Stock, on a Redemption Date of which notice is delivered in accordance
     with Section 4(G)(vi), in exchange for the number of shares of common
     stock of each WorldCom Subsidiary equal to the product of:

               (x) the Outstanding Interest Fraction with respect to WorldCom
          Stock; and

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               (y) the number of shares of common stock of such WorldCom
          Subsidiary as will be outstanding immediately following such
          exchange of shares;

such shares of common stock of each WorldCom Subsidiary shall be delivered to
the holders of shares of WorldCom Stock on the Redemption Date either directly
or indirectly through the delivery of shares of another WorldCom Subsidiary
that owns directly or indirectly all such shares, and shall be divided among
the holders of WorldCom Stock pro rata in accordance with the number of shares
of WorldCom Stock held by each such holder on such Redemption Date; each share
of common stock of such WorldCom Subsidiary shall be, upon such delivery,
fully paid and nonassessable; or

          (iii) if the WorldCom Group holds an Inter-Group Interest in the MCI
     Group, either:

               (1) redeem or exchange all of the outstanding shares of
          WorldCom Stock, on a Redemption Date of which notice is delivered in
          accordance with Section 4(G)(vi), in exchange for:

                    (a) all of the shares of common stock of each WorldCom
               Subsidiary as will be outstanding immediately following such
               exchange of shares; and

                    (b) with respect to the MCI Group, a number of shares of
               MCI Stock equal to the related Number of Shares Issuable with
               Respect to the Inter-Group Interest in the MCI Group held by
               the WorldCom Group;

such shares of common stock of each WorldCom Subsidiary shall be delivered to
the holders of shares of WorldCom Stock on the Redemption Date either directly
or indirectly through the delivery of shares of another WorldCom Subsidiary
that owns directly or indirectly all such shares, and the shares of common
stock of each WorldCom Subsidiary and the shares of MCI Stock equal to the
related Number of Shares Issuable with Respect to the Inter-Group Interest in
the MCI Group held by the WorldCom Group shall be divided among the holders of
WorldCom Stock pro rata in accordance with the number of shares of WorldCom
Stock held by each such holder on such Redemption Date; each share of common
stock of each WorldCom Subsidiary and share of MCI Stock in respect of such
Number of Shares Issuable with Respect to the Inter-Group Interest shall be,
upon such delivery, fully paid and nonassessable; or

               (2) (a) redeem or exchange all of the outstanding shares of
          WorldCom Stock as contemplated by clause (1)(a) above and (b) issue
          to one or more of the WorldCom Subsidiaries a number of shares of
          MCI Stock equal to the Number of Shares Issuable with Respect to the
          Inter-Group Interest in the MCI Group held by the WorldCom Group.

          (E) Redemption of MCI Stock for MCI Subsidiary Stock. At any time at
which all of the businesses, assets, properties and liabilities attributed to
the MCI Group (and no other businesses, assets, properties or liabilities of
the Corporation or any subsidiary thereof) are held directly or indirectly by
one or more wholly owned subsidiaries of the Corporation (each, a

                                      12
<PAGE>

"MCI Subsidiary"), the Board of Directors may, subject to the satisfaction of
such conditions that it determines are appropriate, provided that there are
funds legally available for the purpose:

          (i) if neither Group holds an Inter-Group Interest in the other
     Group, redeem or exchange all of the outstanding shares of MCI Stock, on
     a Redemption Date of which notice is delivered in accordance with Section
     4(G)(vi), in exchange for all of the shares of common stock of each MCI
     Subsidiary as will be outstanding immediately following such exchange of
     shares; such shares of common stock of each MCI Subsidiary shall be
     delivered to the holders of shares of MCI Stock on the Redemption Date
     either directly or indirectly through the delivery of shares of another
     MCI Subsidiary that owns directly or indirectly all such shares, and
     shall be divided among the holders of MCI Stock pro rata in accordance
     with the number of shares of MCI Stock held by each such holder on such
     Redemption Date; each share of common stock of such MCI Subsidiary shall
     be, upon such delivery, fully paid and nonassessable;

          (ii) if the WorldCom Group holds an Inter-Group Interest in the MCI
     Group, redeem or exchange all of the outstanding shares of MCI Stock, on
     a Redemption Date of which notice is delivered in accordance with Section
     4(G)(vi), in exchange for the number of shares of common stock of each
     MCI Subsidiary equal to the product of:

               (x) the Outstanding Interest Fraction with respect to MCI
          Stock; and

               (y) the number of shares of common stock of such MCI Subsidiary
          as will be outstanding immediately following such exchange of
          shares;

such shares of common stock of each MCI Subsidiary shall be delivered to the
holders of shares of MCI Stock on the Redemption Date either directly or
indirectly through the delivery of shares of another MCI Subsidiary that owns
directly or indirectly all such shares, and shall be divided among the holders
of MCI Stock pro rata in accordance with the number of shares of MCI Stock
held by each such holder on such Redemption Date; each share of common stock
of such MCI Subsidiary shall be, upon such delivery, fully paid and
nonassessable; or

          (iii) if the MCI Group holds an Inter-Group Interest in the WorldCom
     Group, either:

               (1) redeem or exchange all of the outstanding shares of MCI
          Stock, on a Redemption Date of which notice is delivered in
          accordance with Section 4(G)(vi), in exchange for:

                    (a) all of the shares of common stock of each MCI
               Subsidiary as will be outstanding immediately following such
               exchange of shares; and

                    (b) with respect to the WorldCom Group, a number of shares
               of WorldCom Stock equal to the related Number of Shares
               Issuable with Respect to the Inter-Group Interest in the
               WorldCom Group held by the MCI Group;

                                      13
<PAGE>

such shares of common stock of each MCI Subsidiary shall be delivered to the
holders of shares of MCI Stock on the Redemption Date either directly or
indirectly through the delivery of shares of another MCI Subsidiary that owns
directly or indirectly all such shares, and the shares of common stock of each
MCI Subsidiary and the shares of common stock of each series equal to the
related Number of Shares Issuable with Respect to the Inter-Group Interest in
the WorldCom Group held by the MCI Group shall be divided among the holders of
MCI Stock pro rata in accordance with the number of shares of MCI Stock held
by each such holder on such Redemption Date; each share of common stock of
each MCI Subsidiary and share of common stock in respect of such Number of
Shares Issuable with Respect to the Inter-Group Interest shall be, upon such
delivery, fully paid and nonassessable; or

               (2) (a) redeem or exchange all of the outstanding shares of MCI
          Stock as contemplated by clause (1)(a) above and (b) issue to one or
          more of the MCI Subsidiaries a number of shares of WorldCom Stock
          equal to the Number of Shares Issuable with Respect to the
          Inter-Group Interest in the WorldCom Group held by the MCI Group.

          (F) Treatment of Convertible Securities. After any Redemption Date
or Conversion Date on which all outstanding shares of either WorldCom Stock or
MCI Stock are redeemed or converted, any share of any series of common stock
of the Corporation that is to be issued on exchange, conversion or exercise of
any Convertible Securities shall, immediately upon such exchange, conversion
or exercise and without any notice from or to, or any other action on the part
of, the Corporation or its board of directors or the holder of such
Convertible Security:

          (i) in the event the shares of such series of common stock
     outstanding on such Redemption Date were redeemed pursuant to Section
     4(A)(i)(1)(b)(I), Section 4(B)(i)(1)(b)(I), Section 4(D) or Section 4(E),
     be redeemed, to the extent of funds legally available therefor, for $.01
     per share in cash for each share of such series of common stock that
     otherwise would be issued upon such exchange, conversion or exercise; or

          (ii) in the event the shares of such series of common stock
     outstanding on such Conversion Date were converted into shares of another
     series of common stock pursuant to Section 4(A)(i)(2), Section 4(A)(iii),
     Section 4(B)(i)(2) or Section 4(C), be converted into the amount of cash
     and/or the number of shares of the kind of capital stock and/or other
     securities or property of the Corporation that shares of such series of
     common stock would have received had such shares been converted and
     outstanding on such Conversion Date.

The provisions of the immediately preceding sentence of this Section 4 shall
not apply to the extent that other adjustments or alternative provisions in
respect of such conversion, exchange or redemption of a series of common stock
are otherwise made or applied pursuant to the provisions of such Convertible
Securities.

          (G) Notice and Other Provisions. (i) Not later than the 45th Trading
Day following the Disposition Date referred to in Section 4(A)(i) (in the case
of WorldCom Stock) or

                                      14
<PAGE>

Section 4(B)(i) (in the case of MCI Stock), the Corporation shall announce
publicly by press release:

          (1) the Net Proceeds of such Disposition;

          (2) the number of shares outstanding of the series of common stock
     relating to the Group subject to such Disposition;

          (3) the number of shares of such series of common stock into or for
     which Convertible Securities are then convertible, exchangeable or
     exercisable and the conversion, exchange or exercise price thereof; and

          (4) if applicable for the Group subject to such Disposition, the
     Outstanding Interest Fraction for the series of common stock relating to
     such Group on the date of such notice.

Not earlier than the 61st Trading Day and not later than the 65th Trading Day
following the Disposition Date, the Corporation shall announce publicly by
press release which of the actions specified in Section 4(A)(i) or Section
4(B)(i), as the case may be, it has irrevocably determined to take in respect
of such Disposition.

          (ii) If the Corporation determines to pay a distribution pursuant to
     Section 4(A)(i)(1)(a) (in the case of WorldCom Stock) or Section
     4(B)(i)(1)(a) (in the case of MCI Stock), the Corporation shall, not
     later than the 65th Trading Day following the Disposition Date, cause
     notice to be given to each holder of shares of the series of common stock
     relating to the Group subject to such Disposition and to each holder of
     Convertible Securities that are convertible into or exchangeable or
     exercisable for shares of such series of common stock (unless alternate
     provision for such notice to the holders of such Convertible Securities
     is made pursuant to the terms of such Convertible Securities), setting
     forth:

               (1) the record date for determining holders entitled to receive
          such distribution, which shall be not earlier than the tenth Trading
          Day and not later than the 20th Trading Day following the date of
          such notice;

               (2) the anticipated payment date of such distribution (which
          shall not be more than 120 Trading Days following the Disposition
          Date);

               (3) the type of property to be paid as such distribution in
          respect of the outstanding shares of such series of common stock;

               (4) the Net Proceeds of such Disposition;

               (5) if applicable for the Group subject to such Disposition,
          the Outstanding Interest Fraction for the series of common stock
          relating to such Group on the date of such notice;

                                      15
<PAGE>

               (6) the number of outstanding shares of such series of common
          stock and the number of shares of such series of common stock into
          or for which outstanding Convertible Securities are then
          convertible, exchangeable or exercisable and the conversion,
          exchange or exercise price thereof; and

               (7) in the case of notice to be given to holders of Convertible
          Securities, a statement to the effect that a holder of such
          Convertible Securities shall be entitled to receive such
          distribution only if such holder properly converts, exchanges or
          exercises such Convertible Securities on or prior to the record date
          referred to in clause (1) of this sentence.

          (iii) If the Corporation determines to undertake a redemption
     pursuant to Section 4(A)(i)(1)(b)(I) (in the case of WorldCom Stock) or
     Section 4(B)(i)(1)(b)(I) (in the case of MCI Stock), the Corporation
     shall, not earlier than the 45th Trading Day and not later than the 35th
     Trading Day prior to the Redemption Date, cause notice to be given to
     each holder of shares of the series of common stock relating to the Group
     subject to the Disposition referred to in such Section and to each holder
     of Convertible Securities convertible into or exchangeable or exercisable
     for shares of such series of common stock (unless alternate provision for
     such notice to the holders of such Convertible Securities is made
     pursuant to the terms of such Convertible Securities), setting forth:

               (1) a statement that all shares of such series of common stock
          outstanding on the Redemption Date shall be redeemed;

               (2) the Redemption Date (which shall not be more than 120
          Trading Days following the Disposition Date);

               (3) the type of property in which the redemption price for the
          shares of such series of common stock to be redeemed is to be paid;

               (4) the Net Proceeds of such Disposition;

               (5) if applicable for the Group subject to such Disposition,
          the Outstanding Interest Fraction for the series of common stock
          relating to such Group on the date of such notice;

               (6) the place or places where certificates for shares of such
          series of common stock, properly endorsed or assigned for transfer
          (unless the Corporation shall waive such requirement), are to be
          surrendered for delivery of cash and/or securities or other
          property;

               (7) the number of outstanding shares of such series of common
          stock and the number of shares of such series of common stock into
          or for which outstanding Convertible Securities are then
          convertible, exchangeable or exercisable and the conversion,
          exchange or exercise price thereof;

               (8) in the case of notice to be given to holders of Convertible
          Securities, a statement to the effect that a holder of such
          Convertible Securities shall be

                                      16
<PAGE>

          entitled to participate in such redemption only if such holder
          properly converts, exchanges or exercises such Convertible
          Securities on or prior to the Redemption Date referred to in clause
          (1) of this sentence and a statement as to what, if anything, such
          holder will be entitled to receive pursuant to the terms of such
          Convertible Securities or, if applicable, this Section 4 if such
          holder thereafter converts, exchanges or exercises such Convertible
          Securities; and

               (9) a statement to the effect that, except as otherwise
          provided by Section 4(G)(x), distributions on shares of such series
          of common stock shall cease to be paid as of such Redemption Date.

                    (iv) If the Corporation determines to undertake a
               redemption pursuant to Section 4(A)(i)(1)(b)(II) (in the case
               of WorldCom Stock) or Section 4(B)(i)(1)(b)(II) (in the case of
               MCI Stock), the Corporation shall, not later than the 65th
               Trading Day following the Disposition Date referred to in such
               Section, cause notice to be given to each holder of shares of
               the series of common stock relating to the Group subject to
               such Disposition and to each holder of Convertible Securities
               that are convertible into or exchangeable or exercisable for
               shares of such series of common stock (unless alternate
               provision for such notice to the holders of such Convertible
               Securities is made pursuant to the terms of such Convertible
               Securities) setting forth:

                         (1) a date not earlier than the tenth Trading Day and
                    not later than the 20th Trading Day following the date of
                    such notice on which shares of such series of common stock
                    shall be selected for redemption;

                         (2) the anticipated Redemption Date (which shall not
                    be more than 120 Trading Days following the Disposition
                    Date);

                         (3) the type of property in which the redemption
                    price for the shares of such series of common stock to be
                    redeemed is to be paid;

                         (4) the Net Proceeds of such Disposition;

                         (5) if applicable for the Group subject to such
                    Disposition, the Outstanding Interest Fraction for the
                    series of common stock relating to such Group on the date
                    of such notice;

                         (6) the number of outstanding shares of such series
                    of common stock and the number of shares of such series of
                    common stock into or for which outstanding Convertible
                    Securities are then convertible, exchangeable or
                    exercisable and the conversion, exchange or exercise price
                    thereof;

                         (7) in the case of notice to be given to holders of
                    Convertible Securities, a statement to the effect that a
                    holder of such Convertible Securities shall be eligible to
                    participate in such selection for redemption only if such
                    holder properly converts, exchanges or exercises such
                    Convertible Securities on or prior to the record date
                    referred to in clause (1) of this sentence, and a
                    statement as to what, if anything, such holder will be
                    entitled to receive pursuant to the terms of

                                      17
<PAGE>

                    such Convertible Securities or, if applicable, this
                    Section 4 if such holder thereafter converts, exchanges or
                    exercises such Convertible Securities; and

                         (8) a statement that the Corporation will not be
                    required to register a transfer of any shares of such
                    series of common stock for a period of 15 Trading Days
                    next preceding the date referred to in clause (1) of this
                    sentence.

Promptly following the date referred to in clause (1) of the preceding
sentence, the Corporation shall cause a notice to be given to each holder of
record of shares of such series of common stock to be redeemed setting forth:

                         (1) the number of shares of such series of common
                    stock held by such holder to be redeemed;

                         (2) a statement that such shares of such series of
                    common stock shall be redeemed;

                         (3) the Redemption Date;

                         (4) the kind and per share amount of cash and/or
                    securities or other property to be received by such holder
                    with respect to each share of such series of common stock
                    to be redeemed, including details as to the calculation
                    thereof;

                         (5) the place or places where certificates for shares
                    of such series of common stock, properly endorsed or
                    assigned for transfer (unless the Corporation shall waive
                    such requirement), are to be surrendered for delivery of
                    such cash and/or securities or other property;

                         (6) if applicable, a statement to the effect that the
                    shares being redeemed may no longer be transferred on the
                    transfer books of the Corporation after the Redemption
                    Date; and

                         (7) a statement to the effect that, subject to
                    Section 4(G)(x), dividends on such shares of such series
                    of common stock shall cease to be paid as of the
                    Redemption Date.

          (v) If the Corporation determines to convert WorldCom Stock or MCI
     Stock into the other series of common stock pursuant to Section 4(A)(iii)
     (in the case of WorldCom Stock) or Section 4(A)(i)(2), Section
     4(B)(i)(2), Section 4(B)(iii) or Section 4(C) (in the case of MCI Stock),
     the Corporation shall, not earlier than the 45th Trading Day and not
     later than the 35th Trading Day prior to the Conversion Date, cause
     notice to be given to each holder of shares of the series of common stock
     to be so converted and to each holder of Convertible Securities that are
     convertible into or exchangeable or exercisable for shares of such series
     of common stock (unless alternate provision for such notice to the
     holders of such Convertible Securities is made pursuant to the terms of
     such Convertible Securities) setting forth:


                                      18
<PAGE>

               (1) a statement that all outstanding shares of such series of
          common stock shall be converted;

               (2) the Conversion Date (which, in the case of a conversion
          after a Disposition, shall not be more than 120 Trading Days
          following the Disposition Date);

               (3) the number of shares of the series of common stock to be
          received with respect to each share of such series of common stock,
          including details as to the calculation thereof;

               (4) the place or places where certificates for shares of such
          series of common stock, properly endorsed or assigned for transfer
          (unless the Corporation shall waive such requirement), are to be
          surrendered for delivery of certificates for shares of such series
          of common stock;

               (5) the number of outstanding shares of such series of common
          stock and the number of shares of such series of common stock into
          or for which outstanding Convertible Securities are then
          convertible, exchangeable or exercisable and the conversion,
          exchange or exercise price thereof;

               (6) a statement to the effect that, subject to Section 4(G)(x),
          dividends on shares of such series of common stock shall cease to be
          paid as of such Conversion Date; and

               (7) in the case of notice to holders of such Convertible
          Securities, a statement to the effect that a holder of such
          Convertible Securities shall be entitled to receive shares of such
          series of common stock upon such conversion only if such holder
          properly converts, exchanges or exercises such Convertible
          Securities on or prior to such Conversion Date and a statement as to
          what, if anything, such holder will be entitled to receive pursuant
          to the terms of such Convertible Securities or, if applicable, this
          Section 4 if such holder thereafter converts, exchanges or exercises
          such Convertible Securities.

          (vi) If the Corporation determines to redeem shares of WorldCom
     Stock pursuant to Section 4(D) or MCI Stock pursuant to Section 4(E), the
     Corporation shall, not earlier than the 35th Trading Day and not later
     than the 45th Trading Day prior to the Redemption Date, cause notice to
     be given to each holder of shares of such series of common stock to be
     redeemed and to each holder of Convertible Securities that are
     convertible into or exchangeable or exercisable for shares of such series
     of common stock (unless alternate provision for such notice to the
     holders of such Convertible Securities is made pursuant to the terms of
     such Convertible Securities), setting forth:

               (1) a statement that all shares of such series of common stock
          outstanding on the Redemption Date shall be redeemed in exchange for
          shares of common stock of each WorldCom Subsidiary or MCI
          Subsidiary, as applicable (and, if such redemption is pursuant to
          Section 4(D)(iii)(1) or Section 4(D)(iv)(l) (in the case of WorldCom
          Stock) or pursuant to Section 4(E)(iii)(1) or Section

                                      19
<PAGE>

          4(E)(iv)(l) (in the case of MCI Stock), shares of the series of
          common stock specified in such Sections);

               (2) if such redemption is conditioned upon the satisfaction of
          one or more conditions on or prior to the Redemption Date, a
          description of such conditions and whether such conditions may be
          waived by the Corporation or another Person;

               (3) the Redemption Date;

               (4) if applicable for the series of common stock subject to
          such redemption, the Outstanding Interest Fraction for such series
          of common stock on the date of such notice;

               (5) the place or places where certificates for shares of the
          series of common stock to be redeemed, properly endorsed or assigned
          for transfer (unless the Corporation shall waive such requirement),
          are to be surrendered for delivery of certificates for shares of
          common stock of each WorldCom Subsidiary or MCI Subsidiary, as
          applicable (and, if such redemption is pursuant to Section
          4(D)(iii)(1) or Section 4(D)(iv)(1) (in the case of WorldCom Stock)
          or pursuant to Section 4(E)(iii)(1) or Section 4(E)(iv)(1) (in the
          case of MCI Stock), shares of the series of common stock specified
          in such Sections);

               (6) a statement to the effect that, subject to Section 4(G)(x),
          dividends on shares of such series of common stock shall cease to be
          paid as of such Redemption Date;

               (7) the number of outstanding shares of such series of common
          stock and the number of shares of such series of common stock into
          or for which outstanding Convertible Securities are then
          convertible, exchangeable or exercisable and the conversion,
          exchange or exercise price thereof; and

               (8) in the case of notice to holders of Convertible Securities,
          a statement to the effect that a holder of Convertible Securities
          shall be entitled to receive shares of common stock of each WorldCom
          Subsidiary or MCI Subsidiary, as applicable (and, if such redemption
          is pursuant to Section 4(D)(iii)(1) or Section 4(D)(iv)(1) (in the
          case of a redemption of WorldCom Stock) or pursuant to Section
          4(E)(iii)(1) or Section 4(E)(iv)(1) (in the case of a redemption of
          MCI Stock), shares of the series of common stock specified in such
          Sections), upon redemption only if such holder properly converts,
          exchanges or exercises such Convertible Securities on or prior to
          the Redemption Date and a statement as to what, if anything, such
          holder will be entitled to receive pursuant to the terms of such
          Convertible Securities or, if applicable, this Section 4, if such
          holder thereafter converts, exchanges or exercises such Convertible
          Securities.

          (vii) Any notice required to be given each holder of shares of
     common stock or Convertible Securities pursuant to this Section 4(G)
     shall be sent by first-class mail, postage prepaid, to each such holder
     at such holder's address as the same appears on the

                                      20
<PAGE>

     transfer books of the Corporation or the Corporation's transfer agent or
     registrar on the record date fixed for such notice. Neither the failure
     to mail any notice required by this Section 4(G) to any particular holder
     of the common stock or of Convertible Securities nor any defect therein
     shall affect the sufficiency thereof with respect to any other holder of
     outstanding shares of the common stock or of Convertible Securities or
     the validity of any such redemption or conversion.

          (viii) If less than all of the outstanding shares of either series
     of common stock are to be redeemed pursuant to Section 4(A)(i)(1)(b)(II)
     (in the case of WorldCom Stock) or Section 4(B)(i)(1)(b)(Il) (in the case
     of MCI Stock), the shares to be redeemed by the Corporation shall be
     selected from among the holders of shares of such series of common stock
     outstanding at the close of business on the record date for such
     redemption on a pro rata basis among all such holders or by lot or by
     such other method as may be determined by the Board of Directors to be
     equitable.

          (ix) The Corporation shall not be required to issue or deliver
     fractional shares of any capital stock or of any other securities to any
     holder of either series of common stock upon any dividend or other
     distribution, redemption or conversion pursuant to this Section 4. If
     more than one share of a series of common stock shall be held at the same
     time by the same holder, the Corporation may aggregate the number of
     shares of any capital stock that shall be issuable or any other
     securities or property that shall be distributable in respect of such
     series to such holder upon any dividend or other distribution, redemption
     or conversion (including any fractional shares). If there are fractional
     shares of any capital stock or of any other securities remaining to be
     issued or distributed to the holders of any series of common stock, the
     Corporation shall, if such fractional shares are not issued or
     distributed to the holder, pay cash in respect of such fractional shares
     in an amount equal to the Fair Value thereof (without interest).

          (x) No adjustments in respect of dividends shall be made upon the
     redemption or conversion of shares of either series of common stock;
     provided, however, that if the Redemption Date or Conversion Date, as the
     case may be, with respect to shares of either series of common stock
     shall be subsequent to the record date for the payment of a dividend or
     other distribution thereon or with respect thereto, the holders of such
     series of common stock at the close of business on such record date shall
     be entitled to receive the dividend or other distribution payable on or
     with respect to such shares on the date set for payment of such dividend
     or other distribution, in each case without interest, notwithstanding the
     subsequent conversion or redemption of such shares.

          (xi) Before any holder of shares of either series of common stock
     shall be entitled to receive any cash payment and/or certificates or
     instruments representing shares of any capital stock and/or other
     securities or property to be distributed to such holder with respect to
     such series of common stock pursuant to this Section 4, such holder shall
     surrender at such place as the Corporation shall specify certificates for
     such shares of the common stock, properly endorsed or assigned for
     transfer (unless the Corporation shall waive such requirement). The
     Corporation shall as soon as practicable after receipt of certificates
     representing such shares of the common stock deliver to the person for
     whose account such shares of the common stock were so surrendered, or to
     such person's

                                      21
<PAGE>

     nominee or nominees, the cash and/or the certificates or instruments
     representing the number of whole shares of the kind of capital stock
     and/or other securities or property to which such person shall be
     entitled as aforesaid, together with any payment in respect of fractional
     shares contemplated by Section 4(G)(ix), in each case without interest.
     If less than all of the shares of either series of common stock
     represented by any one certificate are to be redeemed, the Corporation
     shall issue and deliver a new certificate for the shares of such series
     of common stock not redeemed.

          (xii) From and after any applicable Redemption Date or Conversion
     Date, as the case may be, all rights of a holder of shares of either
     series of common stock that were converted or redeemed shall cease except
     for the right, upon surrender of the certificates representing such
     shares of the common stock as required by Section 4(G)(xi), to receive
     the certificates representing shares of the kind and amount of capital
     stock and/or other securities or property for which such shares were
     redeemed or converted, together with any payment in respect of fractional
     shares contemplated by Section 4(G)(ix) and rights to dividends as
     provided in Section 4(G)(x), in each case without interest. No holder of
     a certificate that immediately prior to the applicable Redemption Date or
     Conversion Date represented shares of a series of common stock shall be
     entitled to receive any dividend or other distribution or interest
     payment with respect to shares of any kind of capital stock or other
     security or instrument for which such series of common stock was redeemed
     or converted until the surrender as required by this Section 4 of such
     certificate in exchange for a certificate or certificates or instrument
     or instruments representing such capital stock or other security. Upon
     such surrender, there shall be paid to the holder the amount of any
     dividends or other distributions (without interest) which theretofore
     became payable on any class or series of capital stock of the Corporation
     as of a record date after the Conversion Date, but that were not paid by
     reason of the foregoing, with respect to the number of whole shares of
     the kind of capital stock represented by the certificate or certificates
     issued upon such surrender. From and after a Redemption Date or
     Conversion Date, the Corporation shall be entitled, however, to treat the
     certificates for a series of common stock that have not yet been
     surrendered for conversion as evidencing the ownership of the number of
     whole shares of the kind or kinds of capital stock of the Corporation for
     which the shares of such series of common stock represented by such
     certificates shall have been converted, notwithstanding the failure to
     surrender such certificates.

          (xiii) The Corporation shall pay any and all documentary, stamp or
     similar issue or transfer taxes that may be payable in respect of the
     issuance or delivery of any shares of capital stock and/or other
     securities upon redemption or conversion of shares of any series of
     common stock pursuant to this Section 4. The Corporation shall not,
     however, be required to pay any tax that may be payable in respect of any
     transfer involved in the issuance or delivery of any shares of capital
     stock and/or other securities in a name other than that in which the
     shares of such series of common stock so redeemed or converted were
     registered, and no such issuance or delivery shall be made unless the
     person requesting such issuance or delivery has paid to the Corporation
     the amount of any such tax or has established to the satisfaction of the
     Corporation that such tax has been paid.

                                      22
<PAGE>

          (xiv) The board of directors may establish such rules and
     requirements to facilitate the effectuation of the transactions
     contemplated by this Section 4 as the Board of Directors shall determine
     to be appropriate.

          Section 5. Inter-Group Interest and Related Transfers Between and
Among Groups.

          (A) Changes in Inter-Group Interest. The Number of Shares Issuable
with Respect to the Inter-Group Interest in any Issuer Group held by any
Holder Group shall from time to time be:

          (i) adjusted, if before such adjustment such number is greater than
     zero, as determined by the board of directors to be appropriate to
     reflect equitably any subdivision (by stock split or otherwise) or
     combination (by reverse stock split or otherwise) of the series of common
     stock related to such Issuer Group;

          (ii) decreased (but to not less than zero), if before such
     adjustment such number is greater than zero, by action of the board of
     directors by:

               (1) such the number of shares of the series of common stock
          related to such Issuer Group issued or sold by the Corporation that,
          immediately prior to such issuance or sale, was included in the
          Number of Shares Issuable with Respect to the Inter-Group Interest
          in such Issuer Group held by such Holder Group;

               (2) the number of shares of such series of common stock issued
          upon the conversion, exchange or exercise of any Convertible
          Securities that, immediately prior to the issuance or sale of such
          Convertible Securities, were included in the Number of Shares
          Issuable with Respect to the Inter-Group Interest in such Issuer
          Group held by such Holder Group;

               (3) the number of shares of such series of common stock issued
          by the Corporation as a share dividend or in connection with any
          reclassification or exchange of shares, including an exchange offer,
          to holders of the series of common stock related to such Holder
          Group;

               (4) the number of shares of such series of common stock issued
          upon the conversion, exchange or exercise of any Convertible
          Securities issued by the Corporation as a distribution or in
          connection with any reclassification or exchange of shares,
          including an exchange offer, to holders of the series of common
          stock related to such Holder Group;

               (5) the number of shares (rounded, if necessary, to the nearest
          whole number) of such series of common stock equal to the product of
          (x) the number of shares of such series of common stock redeemed or
          exchanged pursuant to Section 4(A)(i)(l)(b)(I) or (II) or Section
          4(B)(i)(1)(b)(I) or (II) and (y) a fraction (which may be greater
          than one), the numerator of which is the Number of Shares Issuable
          with Respect to the Inter-Group Interest in such Issuer Group held by

                                      23
<PAGE>

          such Holder Group, and the denominator of which is the number of
          shares of series of common stock outstanding, in each case, on the
          record date for determining such shares selected for such redemption
          or exchange; and

               (6) the number of shares (rounded, if necessary, to the nearest
          whole number) of such series of common stock equal to the quotient
          of (x) the aggregate Fair Value as of the date of transfer of (i)
          businesses, assets (including cash) or properties transferred from
          such Issuer Group to such Holder Group or (ii) liabilities
          transferred from such Holder Group to such Issuer Group, in either
          case, for the purpose of reducing the Number of Shares Issuable with
          Respect to the Inter-Group Interest in such Issuer Group held by
          such Holder Group, divided by (y) the average Market Value of one
          share of the series of common stock related to such Issuer Group
          during the period of 20 consecutive Trading Days ending on the date
          of such contribution or transfer,

          (iii) increased by action of the Board of Directors by:

               (1) the number of outstanding shares of the series of common
          stock related to such Issuer Group repurchased by the Corporation
          for consideration that was attributed as an asset as provided by
          Section 7(O) or 7(CC) to such Holder Group;

               (2) the number of shares of such series of common stock equal
          to the product of (x) the quotient of (i) the number of shares of
          such series of common stock issued by the Corporation as a share
          dividend or in connection with any reclassification to holders of
          such series of common stock divided by (ii) the number of shares of
          such series of common stock outstanding on the record date for such
          share dividend or reclassification and (y) the Number of Shares
          Issuable with Respect to the Inter-Group Interest in such Issuer
          Group on such record date;

               (3) the number of shares of such series of common stock into or
          for which Convertible Securities attributed as a liability to, or
          equity interest in, such Issuer Group are deemed converted,
          exchanged or exercised by such Holder Group pursuant to Section
          5(C); and

               (4) the number of shares (rounded to the nearest whole number)
          of such series of common stock equal to the quotient of (x) the
          aggregate Fair Value as of the date of (i) contribution of
          businesses, assets (including cash) or properties transferred from
          such Holder Group to such Issuer Group or (ii) transfer of
          liabilities from such Issuer Group to such Holder Group, in
          consideration of an increase in the Number of Shares Issuable with
          Respect to the Inter-Group Interest in such Issuer Group held by
          such Holder Group, divided by (y) the average Market Value of one
          share of the series of common stock related to such Issuer Group
          during the period of 20 consecutive Trading Days ending on the date
          of such contribution or transfer;

                                      24
<PAGE>

          (iv) increased or decreased under such other circumstances as the
     board of directors determines appropriate to reflect the economic
     substance of any other event or circumstance; provided that, in each
     case, the adjustment shall be made in a manner that is fair and equitable
     to holders of common stock and intended to reflect the relative economic
     interest in one Group held by the other Group.

          (B) Reattribution Upon Certain Distributions.

          (i) If the Corporation shall make a distribution with respect to
     shares of either series of common stock (payable in consideration other
     than securities of the Corporation), effective on the payment date of
     such distribution, the Holder Group holding an Inter-Group Interest in
     the Issuer Group in respect of which such distribution has been paid
     shall be attributed as an asset an amount of assets or properties,
     previously attributed to such Issuer Group, of the same kind as were paid
     in such distribution, as have a Fair Value on the record date for such
     distribution equal to the product of:

               (1) the Fair Value on such record date of the aggregate
          distribution to holders of shares of such series of common stock;
          and

               (2) a fraction (which may be greater than one), the numerator
          of which is equal to the Number of Shares Issuable with Respect to
          the Inter-Group Interest in such Issuer Group held by such Holder
          Group and the denominator of which is equal to the number of
          outstanding shares of the series of common stock related to such
          Issuer Group, in each case, on the record date for such
          distribution.

          (ii) If the Corporation shall make a distribution with respect to
     shares of either series of common stock payable in securities of the
     Corporation that are attributed to the related Issuer Group as a
     liability of, or an equity interest in, such Issuer Group, the Holder
     Group holding an Inter-Group Interest in such Issuer Group shall be
     attributed as assets the number or amount of such securities equivalent
     to such liability or equity interest that is equal to the product of:

                    (x) the number or amount of securities so distributed to
               holders of outstanding shares of the series of common stock
               related to such Issuer Group; and

                    (y) a fraction (which may be greater than one), the
               numerator of which is equal to the Number of Shares Issuable
               with Respect to the Inter-Group Interest in such Issuer Group
               held by such Holder Group and the denominator of which is equal
               to the number of outstanding shares of the series of common
               stock related to such Issuer Group, in each case, on the record
               date for such dividend or other distribution;

and, to the extent interest is or distributions are paid on the securities so
distributed, the Holder Group shall be attributed at the time of such payment
a corresponding ratable amount of the kind of assets paid as such interest or
distributions as would have been paid in respect of such securities so deemed
to be held by such Holder Group if such securities were outstanding.

                                      25
<PAGE>

          (C) Deemed Conversion of Certain Convertible Securities Held by the
Holder Group. To the extent Convertible Securities are paid as a distribution
to the holders of either series of common stock, the Corporation may (in
addition to making an adjustment pursuant to Section 5(B)(ii)) when at any
time such Convertible Securities are convertible into or exchangeable or
exercisable for shares of such series of common stock, treat such Convertible
Securities as converted, exchanged or exercised for purposes of determining
the increase in the Number of Shares Issuable with Respect to the Inter-Group
Interest in such Issuer Group pursuant to Section 5(A)(iii)(3), and must do so
to the extent such Convertible Securities are mandatorily converted, exchanged
or exercised (and to the extent the terms of such Convertible Securities
require payment of consideration for such conversion, exchange or exercise,
such Holder Group shall then no longer be attributed as an asset an amount of
the kind of assets or properties required to be paid as such consideration for
the amount of Convertible Securities deemed converted, exchanged or exercised
(and such Issuer Group shall be attributed such assets or properties)), in
which case, from and after such time, the shares of common stock into or for
which such Convertible Securities were so considered converted, exchanged or
exercised shall be deemed held by such Holder Group and such Convertible
Securities shall no longer be deemed to be held by such Holder Group. A
statement setting forth the election to effectuate any such deemed conversion,
exchange or exercise of Convertible Securities and the assets or properties,
if any, to be attributed to the other Group in consideration of such
conversion, exchange or exercise shall be filed in the records of the actions
of the board of directors and, upon such filing, such deemed conversion,
exchange or exercise shall be effectuated.

          (D) Permitted Inter-Group Interests. Either Group may hold an
Inter-Group Interest in the other Group; provided that neither Group may hold
an Inter-Group Interest in the other Group if, immediately after the creation
of such Inter-Group Interest, the Groups would hold Inter-Group Interests in
each other.

          Section 6. Application of the Provisions of Section A of Article 4.

          (A) Certain Determinations by the Board of Directors. The board of
directors shall make such determinations with respect to (a) the businesses,
assets, properties and liabilities to be attributed to the WorldCom Group and
the MCI Group, (b) the application of the provisions of these Second Amended
and Restated Articles of Incorporation to transactions to be engaged in by the
Corporation and (c) the voting powers, preferences, designations, rights,
qualifications, limitations or restrictions of either series of common stock
or of the holders thereof, as may be or become necessary or appropriate to the
exercise of, or to give effect to, such voting powers, preferences,
designations, rights, qualifications, limitations or restrictions, including,
without limiting the foregoing, the determinations referred to in this Section
6. A record of any such determination shall be filed with the records of the
actions of the board of directors.

          (i) Upon any acquisition by the Corporation or its subsidiaries of
     any businesses, assets or properties, or any assumption of liabilities,
     outside of the ordinary course of business of either Group, the board of
     directors shall determine whether such businesses, assets, properties and
     liabilities (or an interest therein) shall be for the benefit of the
     WorldCom Group or the MCI Group or both and, accordingly, shall be
     attributed to such Group or Groups, in accordance with Section 7(O) or
     7(CC), as the case may be.

                                      26
<PAGE>

          (ii) Upon any issuance of shares of any series of common stock at a
     time when the Number of Shares Issuable with Respect to the Inter-Group
     Interest in the Issuer Group related to such series is greater than zero,
     the Board of Directors shall determine, based on the use of the proceeds
     of such issuance and any other relevant factors, whether all or any part
     of the shares of such series so issued shall reduce such Number of Shares
     Issuable with Respect to the Inter-Group Interest.

          (iii) Upon any issuance by the Corporation or any subsidiary thereof
     of any Convertible Securities that are convertible into or exchangeable
     or exercisable for shares of either series of common stock, if at the
     time such Convertible Securities are issued the Number of Shares Issuable
     with Respect to the Inter-Group Interest in the Issuer Group related to
     such series is greater than zero, the board of directors shall determine,
     based on the use of the proceeds of such issuance and any other relevant
     factors, whether, upon conversion, exchange or exercise thereof, the
     issuance of shares of such series of common stock pursuant thereto shall,
     in whole or in part, reduce such Number of Shares Issuable with Respect
     to the Inter-Group Interest.

          (iv) Upon any issuance of any shares of preferred stock (or stock
     other than common stock) of any series, the board of directors shall
     attribute, based on the use of proceeds of such issuance of shares of
     preferred stock (or stock other than common stock) in the business of
     either Group and any other relevant factors, the shares so issued
     entirely to the WorldCom Group, entirely to the MCI Group, or partly to
     both Groups, in such proportion as the Board of Directors shall
     determine.

          (v) Upon any redemption or repurchase by the Corporation or any
     subsidiary thereof of shares of preferred stock (or stock other than
     common stock) of any class or series or of other securities or debt
     obligations of the Corporation, the board of directors shall determine,
     based on the property used to redeem or purchase such shares, other
     securities or debt obligations, which, if any, of such shares, other
     securities or debt obligations redeemed or repurchased shall be
     attributed to the WorldCom Group, to the MCI Group, or both, and,
     accordingly, how many of the shares of such series or class of preferred
     stock (or stock other than common stock) or of such other securities, or
     how much of such debt obligations, that remain outstanding, if any, are
     thereafter attributed to each Group.

          (vi) Upon any transfer to either Group of businesses, assets,
     properties or liabilities attributed to either Group to the other Group,
     the consideration therefor to be attributed to the transferring Group in
     exchange therefor, including, without limitation, cash, securities or
     other property of such other Group or, if permitted by Section 5(D), a
     decrease or an increase in the Number of Shares of Shares Issuable with
     Respect to the Inter-Group Interest in such other Group, as described in
     Section 5(A)(ii)(6) or Section 5(A)(iii)(4).

          (B) Certain Determinations Not Required. Notwithstanding the
foregoing provisions of this Section 6 or any other provision in these Second
Amended and Restated Articles of Incorporation, at any time when there are not
outstanding more than one series of



                                      27
<PAGE>

common stock (or Convertible Securities convertible into or exchangeable or
exercisable for more than one series of common stock), the Corporation need
not:

          (i) attribute any of the businesses, assets, properties or
     liabilities of the Corporation or any of its subsidiaries to the WorldCom
     Group or the MCI Group; or

          (ii) make any determination required in connection therewith, nor
     shall the board of directors be required to make any of the
     determinations otherwise required by this Section A of Article 4,

and in such circumstances the holders of the shares of WorldCom Stock and MCI
Stock outstanding, as the case may be, shall (unless otherwise specifically
provided in these Second Amended and Restated Articles of Incorporation) be
entitled to all the voting powers, preferences, designations, rights,
qualifications, limitations or restrictions of common stock of the
Corporation.

          (C) Board Determinations Binding. Any determinations made in good
faith by the board of directors of the Corporation under any provision of this
Section 6 or otherwise in furtherance of the application of this Article 4A
shall be final and binding on all shareholders.

          Section 7. Certain Definitions and Rules of Interpretation. As used
in this Section A of Article 4, the following terms shall have the following
meanings (with terms defined in the singular having comparable meaning when
used in the plural and vice versa), unless the context otherwise requires. For
purposes of this Section A of Article 4, the WorldCom Stock, when issued,
shall be considered issued in respect of or related to the WorldCom Group, and
the MCI Stock, when issued, shall be considered issued in respect of or
related to the MCI Group. As used in this Section 7, a "contribution" or
"transfer" of businesses, assets, properties or liabilities from one Group to
the other shall refer to the reattribution of such businesses, assets,
properties or liabilities from the contributing or transferring Group to the
other Group and correlative phrases shall have correlative meanings.

          (A) "Available Distribution Amount" shall mean, as the context
requires, a reference to the WorldCom Group Available Distribution Amount and
MCI Group Available Distribution Amount.

          (B) "Conversion Date" shall mean the date fixed by the board of
directors as the effective date for the conversion of shares of WorldCom Stock
into shares of MCI Stock or shares of MCI Stock into shares of WorldCom Stock,
as shall be set forth in the notice to holders of shares of the series of
common stock subject to such conversion and to holders of any Convertible
Securities that are convertible into or exchangeable or exercisable for shares
of the series of common stock subject to such conversion requirements pursuant
to Section 4(G)(v).

          (C) "Convertible Securities" shall mean, at any time, any securities
of the Corporation or of any subsidiary thereof (other than shares of common
stock), including warrants and options, outstanding at such time that by their
terms are convertible into or exchangeable or exercisable for or evidence the
right to acquire any shares of any series of common stock, whether
convertible, exchangeable or exercisable at such time or a later time or only
upon the

                                      28
<PAGE>

occurrence of certain events, but in respect of antidilution provisions of
such securities only upon the effectiveness thereof.

          (D) "Disposition" shall mean a sale, conveyance, assignment or other
disposition (whether by merger, share exchange, sale or contribution of assets
or stock or otherwise) of businesses, assets (including stock, other
securities and goodwill), properties or liabilities.

          (E) "Disposition Date," with respect to the WorldCom Group or the
MCI Group, shall mean the date of consummation of the Disposition of such
Group referred to in Section 4(A)(i) or Section 4(C)(i), as applicable.

          (F) "Distribution" shall mean a direct or indirect transfer of money
or other property (except its own shares or rights to acquire its own shares)
or incurrence of indebtedness by the Corporation to or for the benefit of its
shareholders in respect of any of its shares. A distribution may be in the
form of: (i) a declaration or payment of a dividend; (ii) a purchase,
redemption, or other acquisition of shares; (iii) a distribution of
indebtedness, or otherwise; provided that for purposes of this Section A of
Article 4 a distribution shall not include (x) payments made pursuant to
Section 3 or (y) for purposes of Section l(C)(v) and I(C)(vi), a repurchase of
shares of common stock.

          (G) "Excluded Transaction" shall mean, with respect to the WorldCom
Group or the MCI Group, as applicable:

          (i) the Disposition by the Corporation of all or substantially all
     of its businesses, assets, properties and liabilities in one transaction
     or a series of related transactions in connection with the dissolution of
     the Corporation and the distribution of assets to shareholders as
     referred to in Section 3;

          (ii) the Disposition of the businesses, assets, properties and
     liabilities of such Group as contemplated by Section 4(D) or 4(E) or
     otherwise (x) to all holders of shares of the series of common stock
     related to such Group, divided among such holders on a pro rata basis in
     accordance with the number of shares of common stock of such series
     outstanding or (y) if the Number of Shares Issuable with Respect to the
     Inter-Group Interest in such Group is greater than zero, to all holders
     of shares of the series of common stock related to such Group and the
     Corporation or subsidiaries thereof, divided among such holders and the
     Corporation or subsidiaries thereof on a pro rata basis in accordance
     with the number of shares of common stock of such series outstanding and
     the Number of Shares Issuable with Respect to the Inter-Group Interest in
     such Group;

          (iii) the Disposition to any person or entity controlled (as
     determined by the board of directors) by the Corporation;

          (iv) the Disposition in connection with a Related Business
     Transaction in respect of such Group; or

          (v) a Disposition conditioned upon the approval of the holders of
     common stock related to such Group, voting as a separate voting group.

                                      29
<PAGE>

          (H) "Fair Value" shall mean:

          (i) in the case of equity securities or debt securities of a class
     or series that has previously been Publicly Traded for a period of at
     least 15 months, the Market Value thereof (if such Market Value, as so
     defined, can be determined);

          (ii) in the case of an equity security or debt security that has not
     been Publicly Traded for at least 15 months or the Market Value of which
     cannot be determined, the fair value per share of stock or per other unit
     of such security, on a fully distributed basis, as determined by an
     independent investment banking firm experienced in the valuation of
     securities selected in good faith by the board of directors, or, if no
     such investment banking firm is, as determined in the good faith judgment
     of the board of directors, available to make such determination, in good
     faith by the board of directors;

          (iii) in the case of cash denominated in U.S. dollars, the face
     amount thereof and in the case of cash denominated in other than U.S.
     dollars, the face amount thereof converted into U.S. dollars at the rate
     published in The Wall Street Journal on the date for the determination of
     Fair Value or, if not so published, at such rate as shall be determined
     in good faith by the board of directors based upon such information as
     the board of directors shall in good faith determine to be appropriate;
     and

          (iv) in the case of property other than securities or cash, the
     "Fair Value" thereof shall be determined in good faith by the board of
     directors based upon such appraisals, valuation reports or opinions of
     such experts as the board of directors shall in good faith determine to
     be appropriate.

Any such determination of Fair Value shall be described in a statement filed
with the records of the actions of the board of directors.

          (I) "Group" shall mean, as of any date, the WorldCom Group or the
MCI Group.

          (J) "Holder Group" shall mean any Group which holds or, as a result
of the issuance of Convertible Securities, may hold an Inter-Group Interest in
the other Group.

          (K) "Initial Issuance Date" shall mean the date of first issuance of
WorldCom Stock and MCI Stock.

          (L) "Inter-Group Interest" shall mean, as of any date, the Number of
Shares Issuable with Respect to the Inter-Group Interest in either Issuer
Group that are held or permitted to be held, as applicable, as of such date by
the other Holder Group.

          (M) "Issuer Group" shall mean any Group in which the other Group
holds or, as a result of the issuance of Convertible Securities, may hold an
Inter-Group Interest.

          (N) "Market Value" shall mean, with respect to a share of any class
or series of capital stock of the Corporation on any day,



                                      30
<PAGE>

          (i) average of the high and low reported sales prices of a share of
     such class or series on such Trading Day, as reported on the Nasdaq
     National Market; or

          (ii) in case no such reported sale takes place on such Trading Day,
     the average of the reported closing bid and asked prices regular way of a
     share of such class or series on such Trading Day, as reported on the
     Nasdaq National Market; or

          (iii) if the shares of such class or series are not listed or
     admitted to trading on the Nasdaq National Market on such Trading Day, on
     the principal national securities exchange in the United States on which
     the shares of such class or series are listed or admitted to trading; or

          (iv) if the shares of such class or series are not listed or
     admitted to trading on any national securities exchange or quoted on the
     Nasdaq National Market on such Trading Day, the average of the closing
     bid and asked prices of a share of such class or series in the
     over-the-counter market on such Trading Day, as furnished by any New York
     Stock Exchange member firm selected from time to time by the Corporation;
     or

          (v) if such closing bid and asked prices are not made available by
     any such Nasdaq National Market broker/dealer on such Trading Day, the
     Fair Value of a share of such class or series as set forth in clause (ii)
     of the definition of Fair Value;

provided that, for purposes of determining the market value of a share of any
class or series of capital stock for any period:

               (x) the "Market Value" of a share of capital stock on any day
          prior to any "ex-dividend" date or any similar date occurring during
          such period for any dividend or distribution (other than any
          dividend or distribution contemplated by clause (y)(2) of this
          sentence) paid or to be paid with respect to such capital stock
          shall be reduced by the Fair Value of the per share amount of such
          dividend or distribution; and

               (y) the "Market Value" of any share of capital stock on any day
          prior to:

                    (1) the effective date of any subdivision (by stock split
               or otherwise) or combination (by reverse stock split or
               otherwise) of outstanding shares of such class or series of
               capital stock occurring during such period; or

                    (2) any "ex-dividend" date or any similar date occurring
               during such period for any dividend or distribution with
               respect to such capital stock to be made in shares of such
               class or series of capital stock or Convertible Securities that
               are convertible, exchangeable or exercisable for such class or
               series of capital stock;

shall be appropriately adjusted, as determined by the board of directors, to
reflect such subdivision, combination, dividend or distribution.



                                      31
<PAGE>

          (O) "MCI Group" shall mean, as of any date:

          (i) the interest of the Corporation and any of its subsidiaries on
     such date in all of the businesses, assets, properties and liabilities
     reflected in the combined financial statements of the MCI Group as of
     September 30, 2000, which were publicly filed by the Corporation with the
     Securities and Exchange Commission in Registration Statement on Form S-4,
     as amended (File No. 333-52920);

          (ii) the interest of the Corporation or any of its subsidiaries in
     any business, asset or property acquired and any liabilities assumed by
     the Corporation or any of its subsidiaries and attributed to the MCI
     Group, as determined by the board of directors as contemplated by Section
     6(A);

          (iii) all businesses, assets, properties and liabilities transferred
     to the MCI Group from the WorldCom Group (other than in a transaction
     pursuant to clause (v) or (vi) of this Section 7(O)) pursuant to
     transactions in the ordinary course of business of the MCI Group and the
     WorldCom Group or otherwise as the board of directors may have directed
     as permitted by these Second Amended and Restated Articles of
     Incorporation;

          (iv) a proportionate undivided interest in each and every business,
     asset, property and liability attributed to the WorldCom Group equal to
     the Inter-Group Interest in the WorldCom Group held by the MCI Group as
     of such date;

          (v) all businesses, assets, properties and liabilities transferred
     to the MCI Group from the WorldCom Group in connection with an increase
     in the Inter-Group Interest in the MCI Group held by the WorldCom Group;

          (vi) all businesses, assets, properties and liabilities transferred
     to the MCI Group from the WorldCom Group in connection with a decrease in
     the Inter-Group Interest in the WorldCom Group held by the MCI Group;

          (vii) any assets (including securities) or properties attributed to
     the MCI Group pursuant to Section 5(B) or Section 5(C); and

          (viii) all net income and net losses arising in respect of the
     foregoing and proceeds of the Disposition thereof;

provided that from and after any transfer of any businesses, assets,
properties or liabilities from the MCI Group to the WorldCom Group as
permitted by these Second Amended and Restated Articles of Incorporation, the
MCI Group shall no longer include such businesses, assets, properties or
liabilities so contributed or transferred (other than as reflected, to the
extent applicable, in respect of such a transfer by the Inter-Group Interest
in the WorldCom Group held by the MCI Group).

          (P) "MCI Group Available Distribution Amount" shall mean, on any
date the product of:

          (i) the Outstanding Interest Fraction with respect to MCI Stock; and

                                      32
<PAGE>

          (ii) the lesser of:

               (x) any amount in excess of the minimum amount necessary to pay
          debts attributed to the MCI Group as they become due in the usual
          course of business; and

               (y) the total assets attributed to the MCI Group, less the sum
          of its total liabilities plus (unless these Second Amended and
          Restated Articles of Incorporation provide otherwise) the amount
          that would be needed, if the Corporation were to be dissolved at the
          time of the distribution, to satisfy the preferential rights upon
          dissolution of shares of stock attributed to the MCI Group superior
          to the MCI Stock.

Notwithstanding the foregoing provisions of this Section 7(P), and consistent
with Section 6(B), at any time when there are not outstanding both:

          (i) one or more shares of MCI Stock or Convertible Securities
     convertible into or exchangeable or exercisable for MCI Stock; and

          (ii) one or more shares of WorldCom Stock or Convertible Securities
     convertible into or exchangeable or exercisable for WorldCom Stock,

the "Available Distribution Amount," on any calculation date during such time
period, with respect to the MCI Stock or the WorldCom Stock (depending on
which of such series of common stock or Convertible Securities convertible
into or exchangeable or exercisable for such series of common stock is
outstanding), shall mean the amount available for the payment of dividends on
such common stock in accordance with law.

          (Q) "Net Proceeds" shall mean, as of any date with respect to any
Disposition of any of the businesses, assets, properties and liabilities
attributed to either the WorldCom Group or the MCI Group, an amount, if any,
equal to what remains of the gross proceeds of such Disposition after payment
of, or reasonable provision is made as determined by the board of directors
for:

          (i) any taxes the Corporation estimates will be payable by the
     Corporation (or which the Corporation estimates would have been payable
     but for the utilization of tax benefits attributable to the other Group)
     in respect of such Disposition or in respect of any resulting dividend or
     redemption pursuant to Section 4(A)(i)(l)(a), Section 4(A)(i)(1)(b),
     Section 4(B)(i)(1)(a) or Section 4(B)(i)(l)(b);

          (ii) any transaction costs, including, without limitation, any
     legal, investment banking and accounting fees and expenses; and

          (iii) any liabilities (contingent or otherwise) of or attributed to
     such Group, including, without limitation, any liabilities for deferred
     taxes or any indemnity or guarantee obligations of the Corporation
     incurred in connection with the Disposition or otherwise, and any
     liabilities for future purchase price adjustments and any preferential

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<PAGE>

     amounts plus any accumulated and unpaid dividends in respect of the
     preferred stock attributed to such Group.

For purposes of this definition, any businesses, properties and assets
attributed to the Group, the businesses, assets, properties and liabilities of
which are subject to such Disposition, remaining after such Disposition shall
constitute "reasonable provision" for such amount of taxes, costs and
liabilities (contingent or otherwise) as the Board of Directors determines can
be expected to be supported by such businesses, properties and assets.

          (R) "Number of Shares Issuable with Respect to the Inter-Group
Interest" shall mean with respect to any Issuer Group, a number of shares of
the series of common stock related to such Issuer Group that are deemed to be
held by a Holder Group. The Number of Shares Issuable with Respect to the
Inter-Group Interest with respect to the WorldCom Stock and MCI Stock shall
initially each be zero and in each case shall be adjusted, increased or
decreased from time to time pursuant to Section 5.

          (S) "Outstanding Interest Fraction" shall mean, as of any date with
respect to WorldCom Stock or MCI Stock, the fraction (which may simplify to
1/1), the numerator of which shall be the number of outstanding shares of such
series of common stock on such date and the denominator of which shall be the
sum of the number of outstanding shares of such series of common stock on such
date and the Number of Shares Issuable with Respect to the Inter-Group
Interest in the Group related to such series of common stock on such date. A
statement setting forth the Outstanding Interest Fraction for any series of
common stock as of the record date for the payment of any distribution or
share dividend on any series of common stock shall be filed by the secretary
of the Corporation in the records of the actions of the board of directors not
later than ten days after such date.

          (T) "Person" shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization, government or agency or political
subdivision thereof, or other entity, whether acting in an individual,
fiduciary or other capacity.

          (U) "Publicly Traded" shall mean, with respect to any security:

          (i) registered under Section 12 of the Securities Exchange Act of
     1934, as amended (or any successor provision of law); and

          (ii) listed for trading on the New York Stock Exchange or the
     American Stock Exchange (or any national securities exchange registered
     under Section 7 of the Securities Exchange Act of 1934, as amended (or
     any successor provision of law), that is the successor to either such
     exchange) or quoted in the Nasdaq National Market (or any successor
     market system).

          (V) "Redemption Date" shall mean the date fixed by the board of
directors as the effective date for a redemption of shares of any series of
common stock, as set forth in a notice to holders thereof required pursuant to
Section 4(G)(iii), Section 4(G)(iv) or Section 4(G)(vi).

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<PAGE>

          (W) "Related Business Transaction" shall mean any Disposition of all
or substantially all of the businesses, assets, properties and liabilities
attributed to the WorldCom Group or the MCI Group, as the case may be, in a
transaction or series of related transactions that result in the Corporation,
one or more of its Subsidiaries or the holders of common stock receiving in
consideration of such businesses, assets, properties and liabilities primarily
equity securities (including, without limitation, capital stock, debt
securities convertible into or exchangeable for equity securities or interests
in a general or limited partnership or limited liability company, without
regard to the voting power or other management or governance rights associated
therewith) of any entity which:

          (i) acquires such assets or properties or succeeds (by merger,
     formation of a joint venture or otherwise) to the business conducted with
     such assets or properties or controls such acquiror or successor; and

          (ii) the board of directors determines is primarily engaged or
     proposes to engage primarily in one or more businesses similar or
     complementary to the businesses conducted by such Group prior to such
     Disposition.

          (X) "Share dividend" shall have the meaning contained in the Georgia
Business Corporation Code, as in effect on the Initial Issuance Date.

          (Y) "Subsidiary" shall mean, with respect to any Person, any
corporation, limited liability company or partnership 50% or more of whose
outstanding voting securities or membership or partnership interests, as the
case may be, are, directly or indirectly, owned by such Person.

          (Z) "Substantially all of the businesses, assets, properties and
liabilities" shall have the meaning specified in Section 4(A)(ii) or Section
4(B)(ii), as applicable.

          (AA) "Tax Event" shall mean receipt by the Corporation of an opinion
of its tax counsel to the effect that, as a result of any amendment to,
clarification of, or change or proposed change in, the laws (or any
interpretation or application of the laws) of the United States or any
political subdivision or taxing authority thereof or therein (including, but
not limited to, the enactment of any legislation, the publication of any
judicial or regulatory decision, determination or pronouncement or any
announced proposed change in law by an applicable legislative committee or the
chair thereof), regardless of whether such amendment, clarification, change or
proposed change is issued to or in connection with a proceeding involving the
Corporation, the WorldCom Group or the MCI Group and whether or not subject to
appeal, there is more than an insubstantial risk that:

          (i) for tax purposes, any issuance of WorldCom Stock or MCI Stock
     would be treated as a sale or other taxable disposition by the
     Corporation or any of its subsidiaries of any of the assets, operations
     or relevant subsidiaries to which the WorldCom Stock or MCI Stock
     relates;

          (ii) the issuance or existence of WorldCom Stock or MCI Stock would
     subject the Corporation, its subsidiaries or affiliates, or any of their
     respective successors or shareholders to the imposition of tax or to
     other adverse tax consequences; or


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<PAGE>

          (iii) for tax purposes, either WorldCom Stock or MCI Stock is not
     or, at any time in the future will not be, treated solely as common stock
     of the Corporation.

For purposes of rendering such opinion, tax counsel shall assume that any
legislative or administrative proposals will be adopted or enacted as
proposed.

          (BB) "Trading Day" shall mean each weekday other than any day on
which the relevant series of common stock is not traded on any national
securities exchange or quoted on the Nasdaq National Market or otherwise in
the over-the-counter market.

          (CC) "WorldCom Group" shall mean, as of any date:

          (i) the interest of the Corporation and any of its subsidiaries on
     such date in all of the businesses, assets, properties and liabilities of
     the Corporation and any of its subsidiaries (and any successor
     companies), other than any businesses, assets, properties and liabilities
     attributed in accordance with these Second Amended and Restated Articles
     of Incorporation to the MCI Group pursuant to Section 7(O)(i);

          (ii) the interest of the Corporation or any of its subsidiaries in
     any business, asset or property acquired and any liabilities assumed by
     the Corporation or any of its subsidiaries and attributed to the WorldCom
     Group, as determined by the board of directors as contemplated by Section
     6(A);

          (iii) all businesses, assets, properties and liabilities transferred
     to the WorldCom Group from the MCI Group (other than in a transaction
     pursuant to clause (v) and (vi) of this Section 7(CC)) pursuant to
     transactions in the ordinary course of business of the WorldCom Group and
     the MCI Group or otherwise as the board of directors may have directed as
     permitted by these Second Amended and Restated Articles of Incorporation;

          (iv) a proportionate undivided interest in each and every business,
     asset, property and liability attributed to the MCI Group equal to the
     Inter-Group Interest in the MCI Group held by the WorldCom Group as of
     such date;

          (v) all businesses, assets, properties and liabilities transferred
     to the WorldCom Group from the MCI Group in connection with an increase
     in the Inter-Group Interest in the WorldCom Group held by the MCI Group;

          (vi) all businesses, assets, properties and liabilities transferred
     to the WorldCom Group from the MCI Group in connection with a decrease in
     the Inter-Group Interest in the MCI Group held by the WorldCom Group;

          (vii) any assets (including securities) or properties attributed to
     the WorldCom Group pursuant to Section 5(B) or Section 5(C); and

          (viii) all net income and net losses arising in respect of the
     foregoing and proceeds of the Disposition thereof;


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<PAGE>

provided that from and after any transfer of any businesses, assets,
properties or liabilities from the WorldCom Group to the MCI Group as
permitted by these Second Amended and Restated Articles of Incorporation, the
WorldCom Group shall no longer include such businesses, assets, properties or
liabilities so contributed or transferred (other than as reflected, to the
extent applicable, in respect of such a transfer by the Inter-Group Interest
in the MCI Group held by the WorldCom Group).

          (DD) "WorldCom Group Available Distribution Amount" shall mean, on
any date, the product of:

          (i) the Outstanding Interest Fraction with respect to WorldCom
     Stock; and

          (ii) the lesser of:

                    (x) any amount in excess of the minimum amount necessary
               for the WorldCom Group to pay debts attributed to the WorldCom
               Group as they become due in the usual course of business; and

                    (y) the total assets attributed to the WorldCom Group,
               less the sum of its total liabilities plus (unless these Second
               Amended and Restated Articles of Incorporation provide
               otherwise) the amount that would be needed if the Corporation
               were to be dissolved at the time of the distribution, to
               satisfy the preferential rights upon dissolution of shares of
               stock attributed to the WorldCom Group superior to the WorldCom
               Stock.

Notwithstanding the foregoing provisions of this Section 7(DD), and consistent
with Section 6(B), at any time when there are not outstanding both:

          (i) one or more shares of WorldCom Stock or Convertible Securities
     convertible into or exchangeable or exercisable for WorldCom Stock; and

          (ii) one or more shares of MCI Stock or Convertible Series
     convertible into or exchangeable or exercisable for MCI Stock,

the "Available Distribution Amount," on any calculation date during such time
period, with respect to the WorldCom Stock or the MCI Stock (depending on
which of such series of common stock or Convertible Securities convertible
into or exchangeable or exercisable for such series of common stock is
outstanding), shall mean the amount available for the payment of dividends on
such common stock in accordance with law.

          Section 8. Severability of Provisions. If any term of any provision
with respect to voting powers, preferences, designations, rights,
qualifications, limitations or restrictions of the WorldCom Stock or the MCI
Stock set forth in this Section A of Article 4 (as it may be amended from time
to time) is invalid, unlawful or incapable of being enforced by reason of any
rule of law or public policy, all other terms and provisions with respect to
voting powers, preferences, designations, rights, qualifications, limitations
or restrictions of the WorldCom Stock or the MCI Stock set forth in this
Section A of Article 4 (as it may be amended from time to time) which can be
given effect without the invalid, unlawful or unenforceable voting powers,


                                      37
<PAGE>

preferences, designations, rights, qualifications, limitations or restrictions
of such series shall, nevertheless, remain in full force and effect, and no
term of such series of common stock herein set forth shall be deemed dependent
upon any other terms with respect to such voting powers, preferences,
designations, rights, qualifications, limitations or restrictions of the
WorldCom Stock or the MCI Stock unless so expressed herein.



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