Exhibit 10.1 

FIRST AMENDMENT TO THE

  EMPLOYMENT
  AGREEMENT BETWEEN MCI, INC. AND 

[                   ]


     Effective [                   ], 2004, MCI, Inc. (the “Company”) and [                   ] (the “Executive”) entered into an Employment Agreement (the “Agreement”). The Agreement is hereby amended as
follows, effective as of December 30, 2005.

	
1.	
New Sections 13(e) and 13(f) are added to read as follows:	
	 	 
	 	     “(e) Payment
        on Change in Control. In the event the
        merger contemplated by that certain Agreement and Plan of Merger, dated
        as of February 14, 2005, as amended, among Verizon Communications, Inc.,
        Eli Acquisition LLC and MCI, Inc. becomes effective (which merger will
        constitute a Change in Control as defined in Section 13(a) and a change
        in control, as defined under Code Section 409A(a)(2)(A)(v) and IRS guidance
        thereunder): (i) all unvested equity awards shall immediately vest and
        any restrictions on disposition of vested stock or on the payment of
        any deferred stock units shall lapse and (ii) provided Executive executes
        (without revocation) a general release substantially in the form of
        Appendix 2 hereto (modified, as applicable, to reflect this Section
    13(e)),




	 	 	
(A)	
Executive shall be entitled to a lump sum payment payable within 10 business days after the effective date of the merger equal to the amounts described in Sections 13(c)(i), 13(c)(vi), 13(c)(vii), 13(c)(viii), and 13(d),
and	
	 	 	 	 
	 	 	
(B)	
the Executive shall become entitled to the payments and benefits described in Sections 13(c)(ii), 13(c)(iii), 13(c)(iv) and 13(c)(viii) (provided, that such benefits shall not duplicate any benefits to which Executive may be
entitled as a result of employment with the Company after the merger).	
	 	 	 	 
	 	If Executive
      becomes entitled to payments or benefits under this Section 13(e)(ii),
      Executive shall not be entitled at any time to any similar payments or
      benefits under Section 9 or Section 13(c) or any severance benefits under
    any of the Company’s severance plans.


 













	 	     (f) Code
        Section 409A. It is intended that the
        Agreement shall comply with the provisions of Code Section 409A and
        the Treasury regulations relating thereto so as not to subject the Executive
        to the payment of additional taxes and interest under Code Section 409A.
        In furtherance of this intent, this Agreement shall be interpreted,
        operated and administered in a manner consistent with these intentions,
        and to the extent that any regulations or other guidance issued under
        Code Section 409A would result in the Executive being subject to payment
        of additional income taxes or interest under Code Section 409A, the
        parties agree to amend the Agreement in order to avoid the application
    of such taxes or interest under Code Section 409A.”
	 	 
	
2.	
The terms of the Agreement as in effect prior to this First Amendment not amended hereby shall be and remain in full force and effect and not affected by this First Amendment.	



     IN WITNESS WHEREOF, the parties have executed this First Amendment on the dates indicated below, effective as of the date set forth above.


	
COMPANY 
		 
		
EXECUTIVE 
	
	 		 
	 		 
	


		
		


	
	
By 
		 
		
Signature of Executive 
	
	 		 
	 		 
	


		 	
      

    
	
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Date 
	
	 		 
	 		 
	


		 	
      

    
	
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Address –	Street
			 
			 
	
		 	
      

    
	 

		 
		
Address – City,
State, Zip Code