Exhibit 10.2 

AMENDMENT TO THE


EMPLOYMENT AGREEMENT BETWEEN MCI, INC. AND MICHAEL D. CAPELLAS


     MCI, Inc. (the “Company”) and Michael D. Capellas (the “Executive”) entered into that certain Employment Agreement setting forth a definitive statement of terms and conditions of
employment that were agreed to on December 16, 2002 (the “Agreement”). The Agreement is hereby amended as follows, effective as of December 30, 2005.

	
1.
		
A new Section 30 is added to read as follows:
	 

		 
	 
		
                    “30. 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 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 to the same extent provided in Section 13(a) in the
event of termination of
 the Executive’s employment under circumstances described
in clause (i) thereof,
	 

		 
	

		
                    (ii)
 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 10(a)(i)and 15, and
	 

		 
	

		
                    (iii)
 Executive shall become entitled to the payments and benefits described
 in Sections 10(a)(ii) and 10(a)(iii) (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 30,
Executive shall not be entitled at any time to any payments
or benefits under
Sections 10 or Section 13 or any severance benefits under
any of the Company’s
severance plans.”
	 

		 
	
2.
		
A new Section 31 is added to read:
	 

		 
	

		
                    “31. 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.”	
	 	 
	
3.	
The terms of the Agreement as in effect prior to this Amendment not amended hereby shall be and remain in full force and effect and not affected by this Amendment.	



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates indicated below.

	
COMPANY 
		 
		
EXECUTIVE 
	
	 		 
	 		 
	


		
		


	
	
By 
		 
		
Michael D. Capellas 
	
	 		 
	 		 
	


		 	
      

    
	
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Date 
	
	 		 
	 		 
	


		 	
      

    
	
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