MCI COMMUNICATIONS CORP, 10-K, 1995-03-31

MCI COMMUNICATIONS CORP
10-K, 1995-03-31
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1994
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
----- -----
Commission File Number: 0-6457
------
MCI COMMUNICATIONS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 52-0886267
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
------------------------------- -------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:(202) 872-1600
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value per share
----------------------------------------------------------
(Title of class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.[ ]

The aggregate market value of the voting stock of registrant, which
includes the Common Stock and Class A Common Stock, held by
non-affiliates was $13,231,987,646 at February 17, 1995, based upon
the closing price of the Common Stock on that date.

As of February 17, 1995, registrant had outstanding 544,745,597 shares
of Common Stock and 135,998,932 shares of Class A Common Stock.

Documents Incorporated by Reference:
Portions of the Annual Report to Stockholders for the year ended
December 31, 1994 - Part II
Portions of the Proxy Statement For the 1995 Annual Meeting of
Stockholders - Part III

<PAGE>

PART I
Item 1. Business

GENERAL
-------

MCI* is the second largest nationwide carrier of long-distance
telecommunications services and the third largest carrier of
international long-distance telecommunications services in the
world. MCI provides a wide spectrum of domestic and international
voice and data services, which include long-distance telephone
services, data communications services and electronic messaging
services. During each of the last three years, more than 90% of
MCI's operating revenues, operating income and assets related to
MCI's activities in the long-distance telecommunications industry.

At December 31, 1994, MCI had approximately 41,000 full-time
employees.

SERVICES
---------

MCI provides a wide range of long-distance telecommunications
services, including the following: dial 1 access and dial access
long-distance telephone service; voice and data services over
software-defined virtual private networks; private line and
switched access services; collect calling, operator assistance and
calling card services; toll free or 800 services; and 900 services.
The company offers these services individually and in combinations
to meet the changing needs of its customers. Through combined
offerings, MCI is able to provide customers with benefits such as
single billing, unified services for multi-location companies and
customized calling plans.

-----------------------
*MCI conducts its business primarily through its subsidiaries.
Unless the context otherwise requires, "MCI" or "company" means MCI
Communications Corporation, a Delaware corporation organized in
August 1968, and its subsidiaries on a consolidated basis. MCI is
a registered service mark of MCI Communications Corporation. MCI
has its principal executive offices at 1801 Pennsylvania Avenue,
N.W., Washington, D.C. 20006 (telephone number (202) 872-1600).

Page 2 of 28

<PAGE>

MCI markets its domestic and international voice and data
communications services through several business units. MCI's
Communication Services Group markets domestic and international
long-distance telecommunications services to business, government
and residential customers through its Business Markets and Consumer
Markets Units. Domestic data communications and electronic
messaging services are marketed through MCI's Data Services
Division which is a part of the Business Markets Unit.
International data communications and electronic messaging services
are marketed through MCI International, Inc., a wholly-owned
subsidiary of MCI. To a lesser extent, MCI also markets its voice
and data communications services domestically and internationally
through arrangements with third parties.

SYSTEM
------

Domestic long-distance services are provided primarily over
MCI's own coast-to-coast optical fiber and terrestrial digital
microwave communications system and, to a lesser extent, over
transmission facilities leased from other common carriers utilizing
MCI's digital switches. International communications services are
provided by way of submarine cable systems in which MCI holds
investment positions, satellites and facilities of other domestic
and foreign carriers.

MCI continues to expand its digital transmission and switching
facilities and capabilities to meet the requirements of its
customers for additional and enhanced domestic and international
services, to add redundancy to its network and to enhance network
intelligence. This expansion includes the continued deployment in
its network of Synchronous Optical Network ("SONET") and
Asynchronous Transfer Mode ("ATM") technologies.

SONET technology, which uses laser light instead of electrical
signals, will substantially increase the speed at which data is
carried on MCI's network allowing MCI to provide high-speed
multimedia applications and information services throughout its
domestic network and on new international routes across the
Atlantic and Pacific. In addition, it allows MCI to install
customer circuits faster and identify network problems before
customers become aware of them. SONET technology is currently
operational on the domestic network and is anticipated to be
operational on international routes by year end 1995.

ATM technology, a state-of-the-art switching technology that
facilitates the provision of a wide range of data communications
services, will increase MCI's network switching capabilities and
permit MCI's customers to transmit simultaneously voice, data and
video communications over the same line. ATM will be offered

Page 3 of 28

<PAGE>

commercially in 1995 on a substantial portion of MCI's network and
will be fully deployed in 1996.

These network initiatives and continued expansion of the network
require a high level of capital expenditures. In 1995, MCI
anticipates that capital expenditures of approximately $3 billion
will be required in connection with the introduction of new
services and the continued development of its communications
system. Included in this amount is approximately $500 million for
its subsidiary, MCI Metro, Inc. ("MCImetro"), which will serve the
local services market. See "LOCAL ACCESS" below. Capital
expenditures were approximately $2.9 billion in 1994, $1.7 billion
in 1993 and $1.3 billion in 1992.

LOCAL ACCESS
------------

MCI provides customers that typically have very large volumes
of communications with direct access to its long-distance network.
All other customers are provided access to MCI's services through
local interconnection facilities provided by local exchange
carriers ("LECs") and, to a much lesser extent, by competitive
access providers ("CAPs").

The cost to obtain these interconnection facilities from the
LECs and CAPs is a significant component of MCI's operating
expenditures. These facilities are typically available only from
the LEC which serves the geographic market for local services,
including interconnection services. However, as a result of
regulatory developments at both the federal and state levels, the
local services markets are beginning to open up to competition.
These developments include the partial unbundling of special and
switched access services and requiring the LECs to provide
interconnection outside their switching facilities to allow the
CAPs to provide interstate access. See "COMPETITION and
REGULATION" below. MCI expects to benefit from this competition
through lower access costs, although the extent of such benefit
cannot be quantified.

MCImetro
--------

MCI established MCImetro to enter the local services market
and compete with the LECs and CAPs, initially in special access
services and then, when permitted by local regulation, all local
services. MCImetro has (i) filed applications in eleven states for
the authority to offer a full range of local services, five of
which (New York, Maryland, Massachusetts, Washington and Wisconsin)
have granted such authority to date; and (ii) begun construction of
fiber-optic rings in twenty major metropolitan areas to be
completed by year end 1995. In addition, MCImetro is currently
installing and testing switches in several metropolitan areas in

Page 4 of 28

<PAGE>

anticipation of receiving authority to provide local services.
MCImetro expects vigorous competition from both the LECs and CAPs
in the local services market. See "COMPETITION" below.

GLOBAL ALLIANCES
-----------------

MCI continues to expand the use and reach of its services
through the development of global alliances, in order to meet the
global needs of its customers.

In 1994, MCI completed all the transactions contemplated under
the August 1993 agreements with British Telecommunications plc
("BT"). This included (i) the acquisition by BT of approximately
a 20% equity interest in MCI for approximately $4.3 billion ($830
million of which was received in June 1993 for approximately a 4.9%
equity interest and $3.5 billion of which was received in September
1994 for the remainder); (ii) the formation in July 1994 of Concert
Communications Company ("Concert"), a business venture between BT
and MCI, to provide global enhanced and value-added
telecommunications services; and (iii) the purchase in January 1994
by MCI of substantially all the assets of the United States
operations of BT's data communications services subsidiary, BT
North America, Inc.

Concert, in which MCI owns a 24.9% equity interest, provides
global enhanced and value-added telecommunications services such as
packet data, frame relay and managed bandwidth services. MCI is
the exclusive distributor of Concert services in North, Central and
South America, and BT is the exclusive distributor in the rest of
the world. In September 1994, MCI invested $79 million in this
business venture and intends to continue making contributions to
Concert over the next several years in order to maintain its
proportionate interest.

Also in 1994, the company entered into a joint venture agreement
with Grupo Financiero Banamex-Accival ("Banacci"), Mexico's largest
financial group, which resulted in the formation of AVANTEL S.A. de
C.V. ("AVANTEL") to provide competitive domestic and international
long-distance telecommunications services in Mexico using MCI's
technology. Subject to the grant of a concession from the
government of Mexico, AVANTEL is expected to provide competitive
switched telecommunication services in Mexico commencing in 1996.
MCI owns a 45% equity interest in AVANTEL. The consummation of the
transaction with Banacci is subject to the satisfaction of various
conditions, including the receipt of a concession which has not yet
been obtained.

In 1992, MCI entered into a strategic alliance with Stentor, an
alliance of major Canadian telephone companies, to develop a fully
integrated intelligent network linking the United States and

Page 5 of 28

<PAGE>

Canada. The Stentor alliance and the AVANTEL joint venture will
facilitate the development of a fully integrated, seamless North
American network capable of providing services with identical
features to customers throughout the United States, Canada and
Mexico.

COMPETITION
-----------

Long-Distance Telecommunications Services
-----------------------------------------

Competition in the long-distance telecommunications services
market is intense, and MCI expects it to remain so for the
foreseeable future. AT&T Corp. ("AT&T") continues to be MCI's
primary competitor in the domestic and international long-distance
telecommunications services market. AT&T is substantially larger
than MCI and continues to compete vigorously with MCI. In general,
MCI's long-distance telecommunications services are priced lower
than the comparable services offered by AT&T. Although price is a
significant factor in customer choice, innovation and quality of
services, marketing strategy, customer service and other non-price
factors are also important elements affecting competition.

MCI also competes with Sprint Corporation and other
facilities-based domestic telecommunications common carriers and
numerous resellers of long-distance telecommunications services.
Under current Federal Communications Commission ("FCC") policy,
almost any entity can freely enter the domestic long-distance
telecommunications services market. Further, MCI also competes
with LECs that service a local access transport area ("LATA") where
MCI is authorized to provide intra-LATA long-distance
telecommunications services. MCI expects competition in this
market to remain intense for the foreseeable future.

The seven Regional Bell Operating Companies ("RBOCs") are
currently prohibited by the 1982 AT&T divestiture decree from
entering the interstate long-distance telecommunications services
market. Nevertheless, they have attempted to obtain relief from
this and other restrictions through petitions to the federal courts
and support of proposed legislation in Congress.

A telecommunications bill is pending before the United States
Senate which would allow long-distance carriers to provide local
services and the RBOCs to provide long-distance services with
certain restrictions and requirements applicable to the RBOCs. It
is expected that the House of Representatives will introduce a bill
covering these subjects in May 1995.

Page 6 of 28

<PAGE>

It is not possible at this time to determine if a bill will be
adopted or enacted by the United States Congress and, if enacted,
what it will provide. However, if such a bill is passed, it is
likely it will permit the RBOCs to compete in the long-distance
services business subject to certain restrictions and conditions.

If the RBOCs are permitted to offer long-distance services, MCI
anticipates that the RBOCs, which have very substantial capital and
other resources and long standing customer relationships, will
compete vigorously in this market. Furthermore, to the extent the
RBOCs maintain a monopoly in their local services markets, they
have the potential to subsidize long-distance rates with profits
from their monopoly business.

Concert
-------

AT&T and Sprint have formed, or are in the process of forming,
global alliances that will compete with Concert. AT&T's
WorldPartners is an association of member companies formed in 1993
to provide a family of telecommunications services (private line,
frame relay and virtual network services) to multinational
customers. Members of the association include AT&T, KDD of Japan,
Singapore Telecom, Telstra of Australia, Unisource, Hong Kong
Telecom, Unitel of Canada, Korea Telecom and Telefonica of Spain.

Sprint, France Telecom ("FT") and Deutsche Telekom ("DT") have
announced plans to form a global partnership to offer an array of
international telecommunication services to multinational business
customers. As part of the proposed transaction, FT and DT will each
acquire up to 10% of Sprint's common stock. This partnership is
subject to various United States regulatory approvals and may be
subject to foreign regulatory approvals.

It is expected that AT&T's World Partners and the Sprint, FT and
DT partnership, if it obtains the necessary regulatory approvals,
will be significant competitors of Concert.

Local Services
--------------

The partial unbundling of local special and switched access
services through the FCC's actions has created an opportunity for
MCI, through MCImetro, and the CAPs to compete with the LECs in
providing these services. See "LOCAL ACCESS" above. In addition, as
the state regulatory authorities open up additional local services
to competition, MCImetro will also compete with the LECs in the
offering of these services. MCI expects that the LECs, which have
substantial capital and other resources, long standing customer
relationships, extensive existing facilities and network rights-of-
way, will compete vigorously with MCImetro in the local services
market. A number of other regulatory issues, such as local number

Page 7 of 28

<PAGE>

portability, mutual compensation arrangements and universal service
reform, will have profound impacts on the development of
competition in the local services market. While the FCC has
announced its intention to address some of these issues, the timing
and possible outcome of its decisions are unknown.

Further, the state regulatory agencies regulating the LECs may
provide them with a greater degree of flexibility in pricing their
services than is currently permitted. This greater flexibility may
allow the LECs to determine their rates within a certain range and
to enter into individual contracts with customers. The company
believes this flexibility and the LECs control of those portions of
the local exchange network that cannot be reproduced efficiently by
competitors present opportunities for the LECs to subsidize the
cost of services which compete with MCImetro's proposed services in
an effort to stifle competition.

MCImetro will also compete in the local services market with a
number of CAPs, a few of which have existing local networks and
significant financial resources.

REGULATION
----------

The FCC has extensive authority to regulate interstate services
and local access facilities and services provided by the common
carriers, including the power to review the interstate rates
charged by carriers and to establish policies that promote
competition for interstate telecommunications services. For
example, the FCC requires that all common carriers subject to its
jurisdiction file tariffs for service offerings. MCI's long-
distance offerings are considered "non-dominant" by the FCC and,
in general, are subject to less regulatory requirements than
AT&T's. The FCC has also announced that CAPs, such as MCImetro,
shall file tariffs as non-dominant carriers, which filing
requirements are less restrictive than those imposed on the LECs.

Several actions by the FCC will affect MCI's cost of purchasing
interstate access from the LECs, although the impact is not
quantifiable. For example, in 1992, the FCC required the LECs to
offer dedicated, flat-rated (non-usage sensitive) transport. This
rate structure is similar to that offered by CAPs and may encourage
the development of competitive pricing. The FCC has given the LECs
limited pricing flexibility in offering transport, including the
ability to offer volume term pricing discounts once a threshold
level of CAPs' circuits are interconnected to a LEC network. In
addition, LECs are also required to offer transport priced on a per
minute of use basis, an alternative that is likely to be used by
smaller and mid-sized long-distance companies with lower traffic
volumes. This per minute alternative was intended by the FCC to
mitigate potential adverse effects on long-distance competition of

Page 8 of 28

<PAGE>

volume based transport charges. During 1995, the FCC is expected
to consider further revisions to its transport rules, which may
require the LECs to revise their transport tariffs.

The FCC also has permitted to take effect, subject to further
investigation, LEC expanded interconnection tariffs that establish
the rates, terms and conditions by which CAPs interconnect to LEC
networks for the delivery of interstate access services. The FCC
has mandated that the LECs provide interconnection at a point just
outside their switching facilities ("virtual" collocation),
although LECs may at their option allow interconnection inside
their switching facilities ("physical" collocation). The FCC's
decisions are expected to permit MCImetro and CAPs to begin to
offer interstate switched and special access services.

To the extent MCI and MCImetro provide intrastate local and
long-distance services, they are subject to state regulatory
commissions which have extensive authority to regulate the
provision of such services. MCImetro will not be able to offer a
full range of services in competition with the LECs unless state
regulatory rules change significantly. MCI will vigorously pursue
legislative and regulatory changes that open remaining local
services markets to competition. The development of effective
competition for local services also depends on state regulators'
responses to issues of local number portability, mutual
compensation arrangements, universal service reform and other
issues.

Rates of international communications carriers for traffic from
the United States to foreign countries are subject to regulation by
the FCC. Revenues derived from international services (with the
exception of leased channel services) are generally collected by
the originating carrier and divided with the terminating carriers
by means of agreements that are subject to the approval of the FCC
and the appropriate overseas agency. International communications
facilities in the United States are also subject to the
jurisdiction of the FCC, and the provision of services to a foreign
country is subject to the approval of the FCC and the appropriate
foreign governmental agencies.

Item 2. Properties.
-------------------

MCI leases, under long-term leases, portions of railroad,
utility and other rights-of-way for its fiber-optic transmission
system. MCI also has numerous tower sites, generally in rural
areas, to serve as repeater stations in its domestic microwave
transmission system. Most of these sites are leased, although MCI
does own many of those which are at an intersection of two or more
routes of MCI's transmission system. Generally, MCI owns the
buildings that serve as switch facilities for the transmission

Page 9 of 28

<PAGE>

system. In metropolitan areas, MCI leases facilities to serve as
operations facilities for its intercity and overseas transmissions
systems.

MCI also leases, under long-term leases, office space to serve
as sales office and/or administrative facilities. Some of these
facilities are located jointly with operations facilities. In
addition, MCI owns its headquarters building in Washington, D.C.
and two buildings in a suburb of Washington, D.C., as well as
administrative facilities in Cary, North Carolina; Cedar Rapids,
Iowa; Colorado Springs, Colorado; Piscataway, New Jersey; and
Richardson, Texas.

Item 3. Legal Proceedings.
---------------------------

Information regarding contingencies and legal proceedings is
included in Note 11 of the Notes to Consolidated Financial
Statements on page 23 of the company's Annual Report to
Stockholders for the year ended December 31, 1994, which has been
filed as Exhibit 13 to this Annual Report on Form 10-K. Such
information is incorporated herein by reference pursuant to General
Instruction G(2).

Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

None.

ITEM 10. EXECUTIVE OFFICERS BEGINS ON NEXT PAGE.

Page 10 of 28

<PAGE>

Item 10. Executive Officers of the Registrant.*
-----------------------------------------------

The executive officers of MCI, including its subsidiaries, are
elected annually and serve at the pleasure of the respective board
of directors. They are:

Name Age* Position**

Bert C. Roberts, Jr. 52 Chairman of the Board, Chief
Executive Officer, Director

Gerald H. Taylor 53 President and Chief Operating
Officer, Director

Timothy F. Price 41 Executive Vice President and Group
President, MCI Telecommunications
Corporation

Seth D. Blumenfeld 54 President, MCI International, Inc.

Angela O. Dunlap 38 Executive Vice President, MCI
Telecommunications Corporation

John W. Gerdelman 42 Executive Vice President, MCI
Telecommunications Corporation

Douglas L. Maine 46 Executive Vice President and Chief
Financial Officer

Scott B. Ross 43 Executive Vice President, MCI
Telecommunications Corporation

Michael J. Rowny 44 Executive Vice President, MCI
Telecommunications Corporation

Fred M. Briggs 46 Senior Vice President, MCI
Telecommunications Corporation

Laurence E. Harris 58 Senior Vice President, MCI
Telecommunications Corporation

John R. Worthington 64 Senior Vice President, General
Counsel, Director

Bradley E. Sparks 48 Vice President and Controller

--------------------
*As of March 1, 1995.
**Unless otherwise indicated, the position is with MCI
Communications Corporation.

Page 11 of 28

<PAGE>

Mr. Roberts has been Chairman of the Board of MCI since June
1992 and Chief Executive Officer of MCI since December 1991. He
was President and Chief Operating Officer of MCI from October 1985
to June 1992 and President of MCI Telecommunications Corporation,
the subsidiary of MCI providing long-distance telecommunications
services, from May 1983 to June 1992. Mr. Roberts has been a
director of MCI since 1985.

Mr. Taylor has been President and Chief Operating Officer since
July 1994. He has been President and Chief Operating Officer of MCI
Telecommunications Corporation since April 1994. He was an
Executive Vice President and Group Executive of MCI
Telecommunications Corporation from September 1993 to April 1994.
He was an Executive Vice President of MCI Telecommunications
Corporation, serving as President, Consumer Markets, from November
1990 to September 1993. For more than five years prior thereto,
Mr. Taylor was a Senior Vice President of MCI Telecommunications
Corporation, serving at separate times, as President of the Mid-
Atlantic Division and the West Division. Mr. Taylor has been a
director since September 1994.

Mr. Price has been an Executive Vice President and Group
President of MCI Telecommunications Corporation, serving as Group
President, Communication Services, since December 1994. He was an
Executive Vice President of MCI Telecommunications Corporation,
serving as President, Business Markets, from June 1993 to December
1994. He was a Senior Vice President of MCI Telecommunications
Corporation from November 1990 to June 1993, serving as President,
Business Services, from July 1992 to June 1993 and as Senior Vice
President, Consumer Markets, from November 1990 to July 1992. For
more than five years prior thereto, Mr. Price was a Vice President
of MCI Telecommunications Corporation.

Mr. Blumenfeld has been President of MCI International, Inc.,
a subsidiary of MCI that provides and markets telecommunications
services internationally, since September 1984.

Ms. Dunlap has been an Executive Vice President of MCI
Telecommunications Corporation, serving as President, Consumer
Markets, since October 1993. She was a Senior Vice President of
MCI Telecommunications Corporation serving as Senior Vice
President, Consumer Markets, from April 1993 to October 1993 and
Vice President of MCI Telecommunications Corporation from November
1990 to April 1993. For more than five years prior thereto, Ms.
Dunlap was employed by MCI Telecommunications Corporation in
various managerial positions.

Mr. Gerdelman has been an Executive Vice President of MCI
Telecommunications Corporation, serving as President, networkMCI
Services, since October 1994. He was a Senior Vice President of
MCI Telecommunications Corporation from August 1992 to October
1994. From July 1991 to August 1992 he was President and Chief

Page 12 of 28

<PAGE>

Executive Officer of MCI Services Marketing, Inc., a company that
provided telemarketing services to, and in which a 51% equity
interest was held by, MCI Telecommunications Corporation. For more
than two years prior thereto, he was Executive Vice President and
Chief Operating Officer of Pioneer Teletechnologies, Inc., a
company that provided telemarketing services to, and in which a 25%
equity interest was owned by, MCI Telecommunications Corporation.
Mr. Gerdelman is also a director of General Communication, Inc.,
a telecommunications provider in Alaska, of which MCI
Telecommunications Corporation owns approximately 33% of its
outstanding shares of Class A Common Stock and approximately 31%
of its outstanding shares of Class B Common Stock.

Mr. Maine has been an Executive Vice President since April 1994.
He was a Senior Vice President from September 1988 to April 1994.
Mr. Maine has been Chief Financial Officer of MCI since February
1992, was Senior Vice President of Finance from April 1989 to
November 1990 and was Controller of MCI from June 1987 to April
1989. From November 1990 to February 1992, he was a Senior Vice
President of MCI Telecommunications Corporation, serving as
President of the Southern Division.

Mr. Ross has been an Executive Vice President of MCI
Telecommunications Corporation, serving as President, Business
Markets, since December 1994. He was a Senior Vice President of MCI
Telecommunications Corporation from September 1993 to December 1994
and a Vice President of MCI Telecommunications Corporation for more
than five years prior thereto.

Mr. Rowny has been an Executive Vice President of MCI
Telecommunications Corporation, serving as Executive Vice
President, Alliances and Ventures, since June 1994. Prior thereto,
he was President of MJR Enterprises, a consulting company, from
April 1994 to June 1994; Executive Vice President and Chief
Financial Officer and a director of ICF Kaiser International, Inc.,
an environmental and engineering services company, from April 1992
to April 1994; and Chairman and Chief Executive Officer of
Ransohoff Company, a manufacturer of environmental and industrial
equipment, from November 1989 to April 1992.

Mr. Briggs has been a Senior Vice President of MCI
Telecommunications Corporation since July 1989. Mr. Briggs has
served as Chief Engineering Officer since October 1994 and, for
more than five years prior thereto, he served as Senior Vice
President, Network Services.

Mr. Harris has been a Senior Vice President of MCI
Telecommunications Corporation since January 1995. He was General
Manager of MCI's Wireless Communications Services group from
December 1993 through December 1994. For more than five years
prior thereto, he served, simultaneously, as Chairman, President

Page 13 of 28

<PAGE>

and Chief Executive Officer of Crico Communications Corporation and
President and Chief Executive Officer of International Telecom
Systems, each of which provide paging services.

Mr. Worthington has been General Counsel of MCI since 1971, a
Senior Vice President of MCI since September 1979, and a director
of MCI since 1968.

Mr. Sparks has been a Vice President and Controller of MCI since
September 1993 and was a Vice President and Treasurer of MCI from
September 1988 to September 1993.

PART II

Item 5. Market for Registrant's Common Equity and Related
-----------------------------------------------------------------
Stockholder Matters.
-------------------

MCI Common Stock is traded on the NASDAQ National Market. The
tables below set forth the high and low sales prices of the Common
Stock as reported for the periods indicated. (Prices in the 1993
table below have been adjusted for the two-for-one stock split
effected in the form of a 100% stock dividend issued on July 9,
1993.)

1994

HIGH LOW
-------- ---------

1st Quarter $29 $22 5/8
2nd Quarter 24 15/16 21 3/8
3rd Quarter 25 7/8 21 1/2
4th Quarter 25 1/2 17 1/4

1993

HIGH LOW
-------- ---------

1st Quarter $23 $18 13/16
2nd Quarter 28 15/16 21 7/16
3rd Quarter 29 7/8 26 1/4
4th Quarter 29 5/8 24 1/8

Page 14 of 28

<PAGE>

MCI paid cash dividends of $.025 per share of Common Stock in
July and December 1993 and 1994 (July 1993 is adjusted for the
effect of the two-for-one stock split) and an equivalent cash
dividend on the shares of Series D Preferred Stock and Class A
Common Stock outstanding at the applicable record date.

At February 17, 1995, there were 52,297 holders of record of
MCI's Common Stock and 1 holder of record of MCI's Class A Common
Stock.

Items 6 through 8.
-----------------

The information required by these items is included in pages 4
through 25 of the company's Annual Report to Stockholders for the
year ended December 31, 1994. The referenced pages of the
company's Annual Report to Stockholders have been filed as Exhibit
13 to this document. Such information is incorporated herein by
reference pursuant to General Instruction G(2).

Item 9. Change in and Disagreements with Accountants on
--------------------------------------------------------
Accounting and Financial Disclosure.
------------------------------------

None.

PART III

Item 10. Directors and Executive Officers.
------------------------------------------

Information with respect to executive officers of MCI is set
forth in Part I of this Annual Report on Form 10-K.

Information with respect to directors of MCI is incorporated
herein by reference to the information under the captions "Election
of Directors" and "Compliance with Section 16(a) of the Exchange
Act" in MCI's Proxy Statement for its 1995 Annual Meeting of
Stockholders (the "1995 Proxy Statement").

Item 11. Executive Compensation.
--------------------------------

Information with respect to executive compensation is
incorporated herein by reference to information under the captions
"Board of Directors' Committees, Meetings and Fees", "Remuneration
of Executive Officers", "Pension Plans" and "Compensation Committee
Interlocks and Insider Participation" in the 1995 Proxy Statement.

Page 15 of 28

<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and
-------------------------------------------------------------
Management.
----------

Information with respect to security ownership is incorporated
herein by reference to the information under the captions "Election
of Directors" and "Security Ownership of Management and Certain
Beneficial Owners" in the 1995 Proxy Statement.

Item 13. Certain Relationships and Related Transactions.
--------------------------------------------------------

Information with respect to certain relationships and related
transactions is incorporated herein by reference to the information
under the caption "Certain Relationships and Related Transactions"
in the 1995 Proxy Statement.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on
-----------------------------------------------------------------
Form 8-K.
--------

(a) Documents filed as a part of this report.

(1) Financial Statements:

Report of Management

Report of Independent Accountants

Income Statements for the years
ended December 31, 1994, 1993
and 1992

Balance Sheets at December 31, 1994
and 1993

Statements of Cash Flows for the
years ended December 31, 1994,
1993 and 1992

Statements of Stockholders' Equity
for the years ended December 31,
1994, 1993 and 1992

Notes to Consolidated Financial Statements

Page 16 of 28

<PAGE>

The Financial Statements and Notes thereto are incorporated
herein by reference to the appropriate portions of the company's
Annual Report to Stockholders for the year ended December 31, 1994.
(See Part II.)

(2) Financial Statement Schedules:

The following additional financial data should be read in
conjunction with the Financial Statements and Notes thereto which
are included in Exhibit 13 to this Annual Report on Form 10-K.
Schedules not included with this additional financial data have
been omitted because they are not required or applicable or the
required information is shown in the Financial Statements or Notes
thereto.

Report of Independent Accountants on
Financial Statement Schedules

Communications System (Schedule V)

Accumulated Depreciation of Communications
System (Schedule VI)

Valuation and Qualifying Accounts (Schedule
VIII)

The Financial Statement Schedules are submitted as Exhibits
99(a)-(c) to this Annual Report on Form 10-K.

(3) Exhibits.

Executive compensation plans and arrangements required to be
filed, and which have been filed, with the Commission pursuant to
Item 14(c) of this Annual Report on Form 10-K are listed in this
Annual Report on Form 10-K as Exhibits 10(a)-(i).

Exhibit No. Description
----------- -----------

3 (a) Restated Certificate of Incorporation of MCI
Communications Corporation filed on March 28, 1995.

(b) By-laws of registrant, as amended. (Incorporated by
reference to Exhibit 3(ii) to registrant's Form S-3,
Reg. No. 33-57155.)

4 (a) Indenture, dated as of October 15, 1989, between
registrant and Bankers Trust Company. (Incorporated
by reference to Exhibit 4(c) to registrant's
Registration Statement on Form S-3, Reg. No.
33-31600.)

Page 17 of 28

<PAGE>

(b) Indenture dated as of October 15, 1989 between
registrant and Bankers Trust Company. (Incorporated
by reference to Exhibit 4(d) to registrant's
Registration Statement on Form S-3, Reg. No.
33-31600.)

(c) Indenture dated as of October 15, 1989 between
registrant and Citibank, N.A. (Incorporated by
reference to Exhibit 4(e) to registrant's
Registration Statement on Form S-3, Reg. No. 33-
31600.)

(d) Indenture dated as of February 17, 1995 between
registrant and Citibank, N.A.

(e) Form of Senior Fixed Rate Medium-Term Note.
(Incorporated by reference to Exhibit 4(f) to
registrant's Registration Statement on Form S-3,
Reg. No. 33-57155.)

(f) Form of Senior Floating Rate Medium-Term Note.
(Incorporated by reference to Exhibit 4(g) to
registrant's Registration Statement on Form S-3,
Reg. No. 33-57155.)

(g) Form of Subordinated Fixed Rate Medium-Term Note.
(Incorporated by reference to Exhibit 4(g) to
registrant's Registration Statement on Form S-3,
Reg. No. 33-31600.)

(h) Form of Subordinated Floating Rate Medium-Term Note.
(Incorporated by reference to Exhibit 4(i) to
registrant's Registration Statement on Form S-3,
Reg. No. 33-31600.)

(i) Form of 7-5/8% Senior Note due November 7, 1996.
(Incorporated by reference to Exhibit 1(c) to
registrant's Current Report on Form 8-K dated
November 6, 1991.)

(j) Form of 7-1/2% Senior Note due August 20, 2004.
(Incorporated by reference to Exhibit 4 of
registrant's Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 1992.)

(k) Form of 7-1/8% Senior Note due January 20, 2000.
(Incorporated by reference to Exhibit 1(b) of
registrant's Current Report on Form 8-K dated
January 19, 1993.)

Page 18 of 28

<PAGE>
(l) Form of 8-1/4% Senior Debenture due January 20,
2023. (Incorporated by reference to Exhibit 1(c) of
registrant's Current Report on Form 8-K dated
January 19, 1993.)

(m) Form of 7-3/4% Senior Debenture due March 15, 2024.
(Incorporated by reference to Exhibit 4(a) of
registrant's Current Report on Form 8-K dated March
12, 1993.)

(n) Form of 6-1/4% Senior Note due March 23, 1999.
(Incorporated by reference to Exhibit 4(a) of
registrant's Current Report on Form 8-K dated March
15, 1994.)

(o) Form of 7-3/4% Senior Debenture due March 23, 2025.
(Incorporated by reference to Exhibit 4(b) of
registrant's Current Report on Form 8-K dated March
15, 1994.)

(p) Form of Senior Floating Rate Note due March 16,
1999. (Incorporated by reference to Exhibit 4(c) of
registrant's Current Report on Form 8-K dated March
15, 1994.)

(q) Rights Agreement dated as of September 30, 1994
between the registrant and Mellon Bank, N.A.
(Incorporated by reference to Exhibit 4(a) to
registrant's Current Report on Form 8-K dated
October 4, 1994.)

10 (a) 1979 Stock Option Plan of registrant, as amended and
restated. (Incorporated by reference to Exhibit
10(a) to registrant's Annual Report on Form 10-K for
the year ended December 31, 1988.)

(b) Supplemental Retirement Plan for Employees of MCI
Communications Corporation and Subsidiaries, as
amended. (Incorporated by reference to Exhibit 10(b)
to registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.)

(c) Description of Executive Life Insurance Plan for MCI
Communications Corporation and Subsidiaries.
(Incorporated by reference to "Remuneration of
Officers" in registrant's Proxy Statement for its
1992 Annual Meeting of Stockholders.)

(d) MCI Communications Corporation Executive Incentive
Compensation Plan. (Incorporated by reference to
Exhibit 10(d) to registrant's Annual Report on Form
10-K for the year ended December 31, 1988.)

Page 19 of 28

<PAGE>

(e) MCI Communications Corporation Executive Incentive
Compensation Plan.

(f) Form of Director Indemnification
Agreement.(Incorporated by reference to Appendix B
to registrant's Proxy Statement for its 1987 Annual
Meeting of Stockholders.)

(g) 1988 Directors' Stock Option Plan of registrant.
(Incorporated by reference to Exhibit D to
registrant's Proxy Statement for its 1989 Annual
Meeting of Stockholders.)

(h) Stock Option Plan of registrant. (Incorporated by
reference to Exhibit C to registrant's Proxy
Statement for its 1989 Annual Meeting of
Stockholders.)

(i) Board of Directors Deferred Compensation Plan of
Registrant.

(j) $2,000,000,000 Revolving Credit Agreement dated as
of July 8, 1994 among MCI Communications
Corporation, Bank of America National Trust and
Savings Association and the several financial
institutions parties thereto. (Incorporated by
reference to Exhibit 10 (a) to registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994.)

(k) Amended and Restated Investment Agreement dated as
of January 31, 1994 between MCI Communications
Corporation and British Telecommunications plc.
(Incorporated by reference to Appendix I of
registrant's Notice of Special Meeting of
Stockholders and Proxy Statement dated February 4,
1994.)

(l) Modified Joint Venture Agreement dated as of July 1,
1994 between MCI Communications Corporation and
British Telecommunications plc and MCI Ventures
Corporation and Moorgate (Twelve) Limited and
Concert Communications Company.

11 Computation of Earnings per Common Share.

12 Computation of Ratio of Earnings to Fixed Charges.

13 Specified portions (pages 4 through 25) of the
registrant's Annual Report to Stockholders for the
year ended December 31, 1994.

Page 20 of 28

<PAGE>

21 Significant Subsidiaries of MCI Communications
Corporation.

23 Consent of Independent Accountants.

27 Financial Data Schedule.

99 (a) Communications System (Schedule V).

(b) Accumulated Depreciation of Communications System
(Schedule VI).

(d) Capitalization Schedule.

(b) Reports on Form 8-K.

The registrant filed a Current Report on Form 8-K
dated October 4, 1994 to report in Item 5 the adoption of a
stockholder rights plan by the registrant and to file as an Exhibit
under Item 7 such rights plan.

See Item 14(a)(3) of this Annual Report on Form 10-K.

(d) Financial Statement Schedules.

See Items 14(a)(2) and 14(a)(3) of this Annual Report on Form
10-K.

Page 21 of 28

<PAGE>

Report of Independent Accountants on
Financial Statement Schedules

To the Board of Directors
MCI Communications Corporation

Our audits of the consolidated financial statements referred to
in our report dated January 25, 1995 appearing on page 25 of MCI
Communications Corporation's Annual Report to Stockholders for the
year ended December 31, 1994 (which report and consolidated
financial statements are incorporated by reference in this Annual
Report on Form 10-K) also included an audit of the Financial
Statement Schedules listed in Item 14(a)(2) of this Annual Report
on Form 10-K. In our opinion, these Financial Statement Schedules
present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated
financial statements.

/s/PRICE WATERHOUSE LLP
------------------------------
PRICE WATERHOUSE LLP

Washington, D.C.
January 25, 1995

Page 22 of 28

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

MCI COMMUNICATIONS CORPORATION

Bert C. Roberts, Jr.
Dated: March 31, 1995 By: --------------------------
Bert C. Roberts, Jr.
Chairman

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
March 31, 1995 on behalf of the registrant and in the capacities
indicated.

Signature Title

Bert C. Roberts, Jr.
----------------------------- Principal Executive Officer,
Bert C. Roberts, Jr. Director

Douglas L. Maine
----------------------------- Principal Financial Officer
Douglas L. Maine

Bradley E. Sparks
----------------------------- Principal Accounting Officer
Bradley E. Sparks

Clifford L. Alexander, Jr.
----------------------------- Director
Clifford L. Alexander, Jr.

Judith Areen
------------------------------ Director
Judith Areen

Michael H. Bader
----------------------------- Director
Michael H. Bader

Page 23 of 28

<PAGE>

Michael Hepher
----------------------------- Director
Michael Hepher

Richard M. Jones
----------------------------- Director
Richard M. Jones

Gordon S. Macklin
----------------------------- Director
Gordon S. Macklin

Alfred Mockett
----------------------------- Director
Alfred Mockett

Richard B. Sayford
----------------------------- Director
Richard B. Sayford

Gerald H. Taylor
---------------------------- Director
Gerald H. Taylor

Judith Whittaker
----------------------------- Director
Judith Whittaker

John R. Worthington
----------------------------- Director
John R. Worthington

Page 24 of 28

<PAGE>

Exhibit Index
---------------

Exhibit No. Description
----------- -----------

3 (a) Restated Certificate of Incorporation of MCI
Communications Corporation filed on March 28, 1995.

(b) By-laws of registrant, as amended. (Incorporated by
reference to Exhibit 3(ii) to registrant's Form S-3,
Reg. No. 33-57155.)

(c) Indenture dated as of October 15, 1989 between
registrant and Citibank, N.A. (Incorporated by
reference to Exhibit 4(e) to registrant's
Registration Statement on Form S-3, Reg. No. 33-
31600.)

(d) Indenture dated as of February 17, 1995 between
Registrant and Citibank, N.A.

(e) Form of Senior Fixed Rate Medium-Term Note.
(Incorporated by reference to Exhibit 4(f) to
registrant's Registration Statement on Form S-3,
Reg. No. 33-57155.)

(f) Form of Senior Floating Rate Medium-Term Note.
(Incorporated by reference to Exhibit 4(g) to
registrant's Registration Statement on Form S-3,
Reg. No. 33-57155.)

(g) Form of Subordinated Fixed Rate Medium-Term Note.
(Incorporated by reference to Exhibit 4(g) to
registrant's Registration Statement on Form S-3,
Reg. No. 33-31600.)

Page 25 of 28

<PAGE>

(h) Form of Subordinated Floating Rate Medium-Term Note.
(Incorporated by reference to Exhibit 4(i) to
registrant's Registration Statement on Form S-3,
Reg. No. 33-31600.)

(i) Form of 7-5/8% Senior Note due November 7, 1996.
(Incorporated by reference to Exhibit 1(c) to
registrant's Current Report on Form 8-K dated
November 6, 1991.)

(j) Form of 7-1/2% Senior Note due August 20, 2004.
(Incorporated by reference to Exhibit 4 of
registrant's Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 1992.)

(k) Form of 7-1/8% Senior Note due January 20, 2000.
(Incorporated by reference to Exhibit 1(b) of
registrant's Current Report on Form 8-K dated
January 19, 1993.)

(l) Form of 8-1/4% Senior Debenture due January 20,
2023. (Incorporated by reference to Exhibit 1(c) of
registrant's Current Report on Form 8-K dated
January 19, 1993.)

(m) Form of 7-3/4% Senior Debenture due March 15, 2024.
(Incorporated by reference to Exhibit 4(a) of
registrant's Current Report on Form 8-K dated March
12, 1993.)

(n) Form of 6-1/4% Senior Note due March 23, 1999.
(Incorporated by reference to Exhibit 4(a) of
registrant's Current Report on Form 8-K dated March
15, 1994.)

(o) Form of 7-3/4% Senior Debenture due March 23, 2025.
(Incorporated by reference to Exhibit 4(b) of
registrant's Current Report on Form 8-K dated March
15, 1994.)

(p) Form of Senior Floating Rate Note due March 16,
1999. (Incorporated by reference to Exhibit 4(c) of
registrant's Current Report on Form 8-K dated March
15, 1994.)

Page 26 of 28

<PAGE>

10 (a) 1979 Stock Option Plan of registrant, as amended and
restated. (Incorporated by reference to Exhibit
10(a) to registrant's Annual Report on Form 10-K for
the year ended December 31, 1988.)

(b) Supplemental Retirement Plan for Employees of MCI
Communications Corporation and subsidiaries, as
amended. (Incorporated by reference to Exhibit 10(b)
to registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.)

(d) MCI Communications Corporation Executive Incentive
Compensation Plan. (Incorporated by reference to
Exhibit 10(d) to registrant's Annual Report on Form
10-K for the year ended December 31, 1988.)

(e) MCI Communications Corporation Executive Incentive
Compensation Plan.

(f) Form of Director Indemnification Agreement.
(Incorporated by reference to Appendix B to
registrant's Proxy Statement for its 1987 Annual
Meeting of Stockholders.)

(g) 1988 Directors' Stock Option Plan of registrant.
(Incorporated by reference to Exhibit D to
registrant's Proxy Statement for its 1989 Annual
Meeting of Stockholders.)

(h) Stock Option Plan of registrant. (Incorporated by
reference to Exhibit C to registrant's Proxy
Statement for its 1989 Annual Meeting of
Stockholders.)

(i) Board of Directors Deferred Compensation Plan of
Registrant.

(j) $2,000,000 Revolving Credit Agreement dated as of
July 8, 1994 among MCI Communications Corporation,
Bank of America National Trust and Savings
Association and the several financial institutions
parties thereto. (Incorporated by reference to
Exhibit 10(a) to registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994.)

Page 27 of 28

<PAGE>

11 Computation of Earnings per Common Share.

12 Computation of Ratio of Earnings to Fixed Charges.

13 Specified portions (pages 4 through 25) of the
registrant's Annual Report to Stockholders for the
year ended December 31, 1994.

21 Significant Subsidiaries of MCI Communications
Corporation.

23 Consent of Independent Accountants.

27 Financial Data Schedule.

99 (a) Communications System (Schedule V).

(b) Accumulated Depreciation of Communications System
(Schedule VI).

(d) Capitalization Schedule.

Page 28 of 28

<PAGE> Exhibit 3(a)
------------
(1 of 34)

RESTATED CERTIFICATE OF INCORPORATION

MCI COMMUNICATIONS CORPORATION

It is hereby certified that:

1. The present name of the corporation (sometimes
hereinafter, the "corporation") is MCI COMMUNICATIONS
CORPORATION. The name under which the corporation was originally
incorporated is Microwave Communications of America, Inc., and
the date upon which the original Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware is
August 8, 1968.

2. The provisions of the Certificate of Incorporation of
the corporation are hereby restated and integrated into the
single instrument which is hereinafter set forth and which is
entitled RESTATED CERTIFICATE OF INCORPORATION OF MCI
COMMUNICATIONS CORPORATION, without any further amendments to the
Certificate of Incorporation as heretofore amended or
supplemented and without any discrepancy between the provisions
of the Certificate of Incorporation and the provisions of said
single instrument hereinafter set forth.

3. The restatement of the Certificate of Incorporation
herein certified has been duly adopted by the board of directors
of the corporation in accordance with the provisions of Section
245 of the General Corporation Law of the State of Delaware.

4. The Certificate of Incorporation of the corporation,
shall upon the effective date of this restated Certificate of
Incorporation read as follows:

<PAGE> Exhibit 3(a)
------------
(2 of 34)

RESTATED CERTIFICATE OF INCORPORATION

MCI COMMUNICATIONS CORPORATION

It is hereby certified as follows:

1. Corporate Name. The name of the corporation
(hereinafter, "this corporation") is MCI COMMUNICATIONS
CORPORATION.

2. Registered Office and Agent. The address of the
registered office of this corporation in the State of Delaware is
32 Loockerman Square, Suite L-100, City of Dover, County of Kent,
and the name of the registered agent of this corporation at that
address is The Prentice-Hall Corporation System, Inc.

3. Purposes. The nature of the business of this
corporation and the objects or purposes to be transacted,
promoted, conducted or carried on by it are to engage generally
in the business of developing, planning and aiding and assisting
in the operation of one or more common carrier communication
systems and to engage in any other lawful act or activity for
which corporations may be organized under the General Corporation
Law of the State of Delaware.

4. Authorized Capital Stock. The total number of shares
of stock that this corporation shall have authority to issue is
Two Billion Five Hundred Fifty Million (2,550,000,000) shares of
par value of ten cents ($.10) each, divided into three classes:
Fifty Million (50,000,000) shares designated as Preferred Stock
(hereinafter, the "Preferred Stock"); Five Hundred Million
(500,000,000) shares designated as Class A Common Stock
(hereinafter, the "Class A Common Stock"); and Two Billion
(2,000,000,000) shares designated as Common Stock (hereinafter,
the "Common Stock").

(a) The Preferred Stock. Shares of the Preferred Stock may
be issued from time to time in one or more series as may from
time to time be determined by the board of directors of this
corporation. Each series shall be distinctly designated. All
shares of any one series of the Preferred Stock shall be alike in
every particular, except that there may be different dates from
which dividends (if any) thereon shall be cumulative, if made
cumulative. The powers, preferences and relative, participating,
optional and other special rights of each such series, and the
qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time
outstanding. Subject to the provisions of subdivisions (i) and
(ii) of paragraph (b) of section 6 and of section 7 of this
Certificate of Incorporation, the board of directors of this
corporation is hereby expressly granted authority to fix by

<PAGE> Exhibit 3(a)
------------
(3 of 34)

resolution or resolutions adopted prior to the issuance of any
shares of each particular series of the Preferred Stock, the
designation, powers, preferences and relative, participating,
optional and other special rights, and the qualifications,
limitations and restrictions thereof, if any, of such series,
including, but without limiting the generality of the foregoing,
the following:

(1) the distinctive designation of, and the number of
shares of the Preferred Stock which shall constitute, the series,
which number may be increased (except as otherwise fixed by the
board of directors) or decreased (but not below the number of
shares thereof then outstanding) from time to time by action of
the board of directors;

(2) the rate and times at which, and the terms and
conditions upon which, dividends, if any, on shares of the series
shall be paid, the extent of preferences or relation, if any, of
such dividends to the dividends payable on any other class or
classes of stock of this corporation, or on any series of the
Preferred Stock or of any other class or classes of stock of this
corporation, and whether such dividends shall be cumulative or
non-cumulative;

(3) the right, if any, of the holders of shares of the
series to convert the same into, or exchange the same for, shares
of any other class or classes of stock of this corporation, or of
any series of the Preferred Stock or of any other class or
classes of stock of this corporation, and the terms and
conditions of such conversion or exchange;

(4) whether shares of the series shall be subject to
redemption, and the redemption price or prices (including,
without limitation, a redemption price or prices payable in
shares of the Common Stock) and the time or times at which, and
the terms and conditions upon which, shares of the series may be
redeemed;

(5) the rights, if any, of the holders of shares of the
series upon voluntary or involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution or
winding-up of this corporation;

(6) the terms of the sinking fund or redemption or purchase
account, if any, to be provided for shares of the series; and

(7) the voting powers, if any, of the holders of shares of
the series which may, without limiting the generality of the
foregoing, but subject to the provisions of subdivisions (i) and
(ii) of paragraph (b) of section 6 and section 7 of this
Certificate of Incorporation, include (i) the right to more or
less than one vote per share on any or all matters voted upon by
the stockholders and (ii) the right to vote, as a series by
itself or together with other series of the Preferred Stock or
together with all series of the Preferred Stock as a class, upon
such matters, under such circumstances and upon such conditions

<PAGE> Exhibit 3(a)
------------
(4 of 34)

as the board of directors may fix, including, without limitation,
the right, voting as a series by itself or together with other
series of the Preferred Stock or together with all series of the
Preferred Stock as a class, to elect one or more directors of
this corporation in the event there shall have been a default in
the payment of dividends on any one or more series of the
Preferred Stock or under such other circumstances and upon such
conditions as the board may fix.

(8) Series E Junior Participating Preferred Stock.

(i) Designation and Amount. The shares of such series
shall be designated as "Series E Junior Participating
Preferred Stock" (the "Series E Preferred Stock") and the
number of shares constituting the Series E Preferred Stock
shall be 10,000,000. Such number of shares may be increased
or decreased by resolution of the board of directors;
provided, that no decrease shall reduce the number of shares
of Series E Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any
outstanding securities issued by the corporation convertible
into Series E Preferred Stock.

(ii) Dividends and Distributions.

(A) Subject to the rights of the holders of any
shares of any series of Preferred Stock of the
corporation (or any similar stock) ranking prior and
superior to the Series E Preferred Stock with respect
to dividends, the holders of shares of Series E
Preferred Stock, in preference to the holders of Common
Stock, of Class A Common Stock, and of any other stock
of the corporation ranking junior to the Series E
Preferred Stock, shall be entitled to receive, when, as
and if declared by the board of directors out of funds
legally available for the purpose, semi-annual
dividends payable in cash on the first day of June and
December in each year (each such date being referred to
herein as a "Dividend Payment Date"), commencing on the
first Dividend Payment Date after the first issuance of
a share or fraction of a share of Series E Preferred
Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1 or (b) subject to
the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares
of Common Stock, declared on the Common Stock since the
immediately preceding Dividend Payment Date or, with
respect to the first Dividend Payment Date, since the
first issuance of any share or fraction of a share of

<PAGE> Exhibit 3(a)
------------
(5 of 34)

Series E Preferred Stock. In the event the corporation
shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each
such case the amount to which holders of shares of
Series E Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after
such event and the denominator of which is the number
of shares of Common Stock that were outstanding
immediately prior to such event.

(B) The corporation shall declare a dividend or
distribution on the Series E Preferred Stock as pro-

vided in paragraph (A) of this section immediately
after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares
of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on
the Common Stock during the period between any Dividend
Payment Date and the next subsequent Dividend Payment
Date, a dividend of $1 per share on the Series E
Preferred Stock shall nevertheless be payable on such
subsequent Dividend Payment Date.

(C) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series E Preferred
Stock from the Dividend Payment Date next preceding the
date of issue of such shares, unless the date of issue
of such shares is prior to the record date for the
first Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a
Dividend Payment Date or is a date after the record
date for the determination of holders of shares of
Series E Preferred Stock entitled to receive a
quarterly dividend and before such Dividend Payment
Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Dividend
Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the shares of Series
E Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding. The board of directors may fix a record
date for the determination of holders of shares of
Series E Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which

<PAGE> Exhibit 3(a)
------------
(6 of 34)

record date shall be not more than 60 days prior to the
date fixed for the payment thereof.

(iii) Voting Rights. The holders of shares of Series
E Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment
hereinafter set forth and except as otherwise provided
in the Certificate of Incorporation or required by law,
each share of Series E Preferred Stock shall entitle
the holder thereof to 100 votes on all matters upon
which the holders of the Common Stock of the
corporation are entitled to vote. In the event the
corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock
(by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each
such case the number of votes per share to which
holders of shares of Series E Preferred Stock were
entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such
event.

(B) Except as otherwise provided herein, in the
Certificate of Incorporation or in any other
Certificate of Designations creating a series of
Preferred Stock or any similar stock, and except as
otherwise required by law, the holders of shares of
Series E Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the
corporation having general voting rights shall vote
together as one class on all matters submitted to a
vote of stockholders of the corporation.

(C) Except as set forth herein, or as otherwise
provided by law, holders of Series E Preferred Stock
shall have no special voting rights and their consent
shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.

(iv) Certain Restrictions.

(A) Whenever semi-annual dividends or other divi-

dends or distributions payable on the Series E Prefer-

red Stock as provided in section 2 are in arrears,
thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares

<PAGE> Exhibit 3(a)
------------
(7 of 34)

of Series E Preferred Stock outstanding shall have been
paid in full, the corporation shall not:

(1) declare or pay dividends, or make any
other distributions, on any shares of stock
ranking junior (as to dividends) to the Series E
Preferred Stock;

(2) declare or pay dividends, or make any
other distributions, on any shares of stock
ranking on a parity (as to dividends) with the
Series E Preferred Stock, except dividends paid
ratably on the Series E Preferred Stock and all
such parity stock on which dividends are payable
or in arrears in proportion to the total amounts
to which the holders of all such shares are then
entitled;

(3) except as and to the extent permitted
under section 9 of the Certificate of
Incorporation, redeem or purchase or otherwise
acquire for consideration shares of any stock
ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
Series E Preferred Stock, provided that the
corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock
in exchange for shares of any stock of the
corporation ranking junior (as to dividends and
upon dissolution, liquidation or winding up) to
the Series E Preferred Stock;

(4) except as and to the extent permitted
under section 9 of the Certificate of
Incorporation, redeem or purchase or otherwise
acquire for consideration any shares of Series E
Preferred Stock, or any shares of stock ranking on
a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the
Series E Preferred Stock, except in accordance
with a purchase offer made in writing or by
publication (as determined by the board of
directors) to all holders of such shares upon such
terms as the board of directors, after
consideration of the respective annual dividend
rates and other relative rights and preferences of
the respective series and classes, shall determine
in good faith will result in fair and equitable
treatment among the respective series or classes.

(B) The corporation shall not permit any
subsidiary of the corporation to purchase or otherwise
acquire for consideration any shares of stock of the
corporation unless the corporation could, under
paragraph (A) of this section 4, purchase or otherwise
acquire such shares at such time and in such manner.

<PAGE> Exhibit 3(a)
------------
(8 of 34)

(v) Reacquired Shares. Any shares of Series E
Preferred Stock purchased or otherwise acquired by the
corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof.

(vi) Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the corporation,
no distribution shall be made (A) to the holders of the
Common Stock, of the Class A Common Stock or of shares of
any other stock of the corporation ranking junior upon
liquidation, dissolution or winding up to the Series E
Preferred Stock unless, prior thereto, the holders of shares
of Series E Preferred Stock shall have received $100 per
share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the
date of such payment, provided that the holders of shares of
Series E Preferred Stock shall be entitled to receive an
aggregate amount per share, subject to the provision for ad-

justment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of
shares of Common Stock, or (B) to the holders of shares of
stock ranking on a parity upon liquidation, dissolution or
winding up with the Series E Preferred Stock, except
distributions made ratably on the Series E Preferred Stock
and all such parity stock in proportion to the total amounts
to which the holders of all such shares are entitled upon
such liquidation, dissolution or winding up. In the event
the corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series E
Preferred Stock were entitled immediately prior to such
event under the proviso in clause (A) of the preceding
sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

(vii) Consolidation, Merger, etc. In case the
corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any
such case each share of Series E Preferred Stock shall at
the same time be similarly exchanged or changed into an
amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged.
In the event the corporation shall at any time declare or

<PAGE> Exhibit 3(a)
------------
(9 of 34)

pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount
set forth in the preceding sentence with respect to the
exchange or change of shares of Series E Preferred Stock
shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

(viii) No Redemption. The shares of Series E
Preferred Stock shall not be redeemable from any holder,
except as and to the extent permitted under section 9 of the
Certificate of Incorporation.

(ix) Rank. The Series E Preferred Stock shall
rank, with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution or
winding up of the corporation, junior to all series of any
other class of Preferred Stock and senior to the Common
Stock and the Class A Common Stock.

(x) Amendment. If any proposed amendment to the
Certificate of Incorporation would alter, change or repeal
any of the preferences, powers or special rights given to
the Series E Preferred Stock so as to affect the Series E
Preferred Stock adversely, then the holders of the Series E
Preferred Stock shall be entitled to vote separately as a
class upon such amendment, and the affirmative vote of
two-thirds of the outstanding shares of the Series E
Preferred Stock, voting separately as a class, shall be
necessary for the adoption thereof, in addition to such
other vote as may be required by the General Corporation Law
of the State of Delaware.

(b) The Class A Common Stock.

(1) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with the
provisions of paragraph (a) of this section 4) shall have been
met and after this corporation shall have complied with all the
requirements, if any, with respect to the setting aside of sums
as sinking funds or redemption or purchase accounts in respect of
the Preferred Stock (fixed in accordance with the provisions of
paragraph (a) of this section 4), and subject further to any
other conditions that may be fixed in accordance with the
provisions of paragraph (a) of this section 4, including, without
limitation, the right of any of the holders of any series of
Preferred Stock to participate therein, the holders of shares of
Class A Common Stock shall be entitled to receive, when, as and
if declared by the board of directors out of funds legally

<PAGE> Exhibit 3(a)
------------
(10 of 34)

available for the purpose, dividends, payable on the same date
fixed for the payment of the corresponding dividend on the Common
Stock (other than a dividend payable in shares of Common Stock),
in an amount per share (rounded to the nearest cent if payable in
cash) equal to the aggregate per share amount of any cash
dividend and the aggregate per share amount (payable in kind) of
any non-cash dividend (other than a dividend payable in shares of
Common Stock) paid on the Common Stock.

(2) In the event this corporation shall at any time declare
and pay any dividend on the Common Stock payable in shares of
Common Stock or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case this corporation shall,
as the case may be, declare and pay an equivalent dividend per
share on the Class A Common Stock payable in shares of Class A
Common Stock or effect an equivalent subdivision or combination
or consolidation of the outstanding shares of Class A Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Class A Common Stock) into a greater or
lesser number of shares of Class A Common Stock.

(3) This corporation shall declare a dividend on the Class
A Common Stock as provided in subparagraph (1) and subparagraph
(2) of this paragraph (b) at the same time that it declares any
dividend on the Common Stock and shall effect a subdivision or
combination or consolidation of the outstanding shares of Class A
Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Class A Common Stock) into a greater or
lesser number of shares of Class A Common Stock as provided in
subparagraph (2) of this paragraph (b) at the same time that it
effects any subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock.

(4) Except as set forth in subparagraphs (1) through (3) of
this paragraph (b), holders of shares of the Class A Common Stock
shall not be entitled to receive, and this corporation shall not
declare or pay, any dividend or distribution (whether in cash,
property or securities) on the Class A Common Stock.

(5) After distribution in full of the preferential amount,
if any, to be distributed to the holders of the Preferred Stock
(fixed in accordance with the provisions of paragraph (a) of this
section 4) in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of this corporation, the
holders of the Class A Common Stock shall, subject to the right,
if any, of the holders of any series of Preferred Stock to
participate therein (fixed in accordance with the provisions of
paragraph (a) of this section 4), be entitled together with the
holders of the Common Stock to receive all the remaining assets

<PAGE> Exhibit 3(a)
------------
(11 of 34)

of this corporation, tangible and intangible, of whatever kind
available for distribution to stockholders, ratably in proportion
to the number of shares held by each such holder.

(6) Except as may otherwise be required by law, this
Certificate of Incorporation or the provisions of the resolutions
adopted by the board of directors pursuant to paragraph (a) of
this section 4, each holder of the Class A Common Stock shall
have one vote in respect of each share of the Class A Common
Stock held by such holder on each matter in respect of which the
holders of the Common Stock are entitled to vote, and the holders
of the Class A Common Stock shall vote together with the holders
of the Common Stock as a single class; provided, however, that
the holders of the Class A Common Stock shall not be entitled to
vote in the election of directors except as provided in
subparagraph (7) of this paragraph (b).

(7) (i) The holders of the Class A Common Stock shall have
the right, voting separately as a class together with the holders
of any series of Preferred Stock that is accorded the right
(fixed in accordance with the provisions of paragraph (a) of this
section 4) to vote for the election of Class A Directors (as
defined below) together with the holders of the Class A Common
Stock as a single class (hereinafter, the "Class A Preferred
Stock"), to elect that number of directors of this corporation
(hereinafter, the "Class A Directors") equal to the product
(rounded to the nearest whole number if such product is not a
whole number) of (x) the Outstanding Voting Interest (as
hereinafter defined in subdivision (xv) of subparagraph (11) of
this paragraph (b)) times (y) the total number of directors
constituting the whole board of directors, at each meeting of the
stockholders held for the purpose of electing directors; provided
that, at any time that the Outstanding Voting Interest is from
and including 15% to and including 20%, then in calculating such
number of directors the multiplier set forth in the preceding
clause (x) shall be deemed to be 20% in lieu of the then
Outstanding Voting Interest; and provided further that while
Section 310(b) of the Communications Act of 1934, as amended (or
any successor provision of law), remains in effect, under no
circumstances shall the holders of Class A Common Stock (either
alone or together with holders of any Class A Preferred Stock)
have the right to elect directors such that the number of Class A
Directors would constitute more than the maximum percentage of
the total directors of this corporation permitted under such
Section 310(b) and under no circumstances shall the number of
Class A Directors serving on the board of directors be more than
the maximum percentage permitted under such Section 310(b). The
directors of this corporation other than the Class A Directors
shall be elected by the holders of the class or classes or series
of stock entitled to vote therefor, but excluding the Class A
Common Stock.

(ii) At any meeting held for the purpose of electing
directors, the presence in person or by proxy of the holders of
at least a majority in voting power of the then outstanding
shares of Class A Common Stock and any Class A Preferred Stock

<PAGE> Exhibit 3(a)
------------
(12 of 34)

shall be required and be sufficient to constitute a quorum of
such class for the election of Class A Directors by such class.
At any such meeting or adjournment thereof (x) the absence of a
quorum of the holders of Class A Common Stock and any Class A
Preferred Stock shall not prevent the election of directors other
than the Class A Directors and the absence of a quorum or quorums
of the holders of capital stock entitled to elect such other
directors shall not prevent the election of the Class A Directors
and (y) in the absence of a quorum of the holders of shares of
Class A Common Stock and any Class A Preferred Stock, a majority
of such holders present in person or by proxy shall have the
power to adjourn the meeting for the election of Class A
Directors, from time to time, without notice (except as required
by law) other than an announcement at the meeting, until a quorum
shall be present.

(iii) Except as provided in this subdivision (iii), each
Class A Director shall serve until the next annual meeting of the
stockholders and until such director's successor has been elected
and qualified, subject to such director's earlier death,
resignation, removal or retirement. Upon the conversion of all
outstanding shares of Class A Common Stock pursuant to
subdivision (ii) of subparagraph (9) of this paragraph (b), the
term of office of all Class A Directors then in office shall
thereupon terminate, the vacancy or vacancies resulting from such
termination shall be filled by the remaining directors then in
office (other than any directors elected by the holders of one or
more series of Preferred Stock voting separately as a class or
series (as may be fixed in accordance with paragraph (a) of
section 4 of the Certificate of Incorporation)), acting by
majority vote of such remaining directors, and the director or
directors so elected to fill such vacancy or vacancies shall not
be treated hereunder or under the by-laws of this corporation as
Class A Directors. If at any time the number of directors that
the holders of the Class A Common Stock and any Class A Preferred
Stock have the right to elect pursuant to subdivision (i) of this
subparagraph (7) shall decrease other than as set forth in the
preceding sentence (whether upon the conversion of shares of
Class A Common Stock pursuant to subdivision (i) of subparagraph
(9) of this paragraph (b), upon the decrease in the number of
directors constituting the whole board of directors or
otherwise), then the term of office of a number of Class A
Directors then in office equal to such decrease shall terminate
effective at the close of business on the fifteenth day following
the event that resulted in such decrease (the "Termination
Date"); provided, however, that if, prior to the Termination
Date, the holders of the Class A Common Stock and any Class A
Preferred Stock shall not have removed or caused to resign, in
either case effective as of the Termination Date, a number of
Class A Directors equal to such decrease, then the terms of
office of all Class A Directors then in office shall terminate on
the Termination Date. The vacancy or vacancies resulting from
the termination provided for in the preceding sentence shall be
filled as follows: (A) the vacancy or vacancies equal to the
number of directors that the holders of the Class A Common Stock
and any Class A Preferred Stock then have the right to elect

<PAGE> Exhibit 3(a)
------------
(13 of 34)

pursuant to subdivision (i) of this subparagraph (7) (after
giving effect to the decrease referred to in the preceding
sentence) shall be filled as provided in subdivision (iv) of this
subparagraph (7), and the director or directors so elected to
fill such vacancy or vacancies shall be treated hereunder and
under the by-laws of this corporation as Class A Directors; and
(B) the remaining vacancy or vacancies shall be filled by the
remaining directors then in office (other than any directors
elected by the holders of one or more series of Preferred Stock
voting separately as a class or series (as may be fixed in
accordance with paragraph (a) of section 4 of the Certificate of
Incorporation)), acting by majority vote of such remaining
directors, and the director or directors so elected to fill such
vacancy or vacancies shall not be treated hereunder or under the
by-laws as Class A Directors.

(iv) Subject to subdivision (iii) of this subparagraph
(7), in case of any vacancy occurring among the Class A
Directors, the remaining Class A Director or Directors may
appoint a successor to hold office for the unexpired term of the
Class A Director whose place shall be vacant. If at any time the
offices of all Class A Directors shall be vacant, then, subject
to subdivision (iii) of this subparagraph (7), the holders of
Class A Common Stock then outstanding, voting separately as a
class together with the holders of any Class A Preferred Stock,
may, either by written consent or at a special meeting of such
holders called in accordance with the by-laws of this
corporation, elect successors to hold office for the unexpired
terms of the directors whose places shall be vacant.

(8) So long as any shares of Class A Common Stock are
outstanding, this corporation shall not, without the written
consent or affirmative vote of the holders of a majority of the
shares of Class A Common Stock at the time outstanding, voting
separately as a class, either in writing or by resolution adopted
at an annual or special meeting called for the purpose, take, and
this corporation shall not directly or indirectly engage in, any
of the following actions (other than actions involving
transactions solely between or among this corporation and one or
more wholly owned Subsidiaries (as hereinafter defined in
subdivision (xix) of subparagraph (11) of this paragraph (b)) of
this corporation):

(i) The amendment of this Certificate of
Incorporation so as to affect adversely the rights of
holders of shares of Class A Common Stock;

(ii) Any Business Combination (as hereinafter defined
in subdivision (iv) of subparagraph (11) of this paragraph
(b)) to be effected prior to the fourth anniversary of the
Closing Date (as hereinafter defined in subdivision (v) of
subparagraph (11) of this paragraph (b));

(iii) The issuance of any series or class of capital
stock having either (A) more than one vote per share (other
than pursuant to the Rights Plan (as hereinafter defined in

<PAGE> Exhibit 3(a)
------------
(14 of 34)

subdivision (xviii) of subparagraph (11) of this paragraph
(b))) or (B) a class vote on any matter, except to the
extent such class vote is required by Delaware corporate law
or to the extent that the holders of any series of preferred
stock may have the right, voting separately as a class, to
elect a number of directors of this corporation upon the
occurrence of a default in payment of dividends or
redemption price;

(iv) (A) The adoption of any stockholder rights
plan, or any other plan or arrangement that could reasonably
be expected to disadvantage any stockholder on the basis of
the size of its shareholding, such that any holder of Class
A Common Stock or any of its Affiliates (as hereinafter
defined in subdivision (i) of subparagraph (11) of this
paragraph (b)) would be adversely affected in relation to
their position under the Rights Plan as in effect on the
Closing Date; provided that the adoption of a stockholder
rights plan that is substantially similar to the Rights Plan
as in effect on the Closing Date (without regard to the
provisions of this Certificate of Incorporation or the
Investment Agreement (as hereinafter defined in subdivision
(x) of subparagraph (11) of this paragraph (b)) relating
thereto) shall be deemed not to affect such holders and
their Affiliates adversely in relation to their position
under the Rights Plan as in effect on the Closing Date;

(B) The amendment, modification or termination of the
Rights Plan (but excluding any redemption or exchange of the
Rights (as hereinafter defined in subdivision (xvii) of
subparagraph (11) of this paragraph (b)) effected in
accordance with the terms of the Rights Plan and, to the
extent applicable thereto, this Certificate of Incorporation
and the Investment Agreement and excluding any amendment of
the Rights Plan made in order that the execution of a
definitive agreement providing for a Business Combination or
the consummation of the transactions contemplated thereby
would not result in the Rights thereby becoming exercisable,
if at the time of such amendment this corporation would
otherwise be entitled to redeem the Rights in accordance
with terms of this Certificate of Incorporation and the
Investment Agreement) if such action would adversely affect
the rights of holders of shares of Class A Common Stock and
their Affiliates in relation to their position under the
Rights Plan as in effect on the Closing Date (without regard
to the provisions of this Certificate of Incorporation or
the Investment Agreement) provided that the amendment of the
Rights Plan to extend the expiration date or amend the
exercise price thereof shall be deemed not to affect such
holders and their Affiliates adversely in relation to their
position under the Rights Plan as in effect on the Closing
Date;

<PAGE> Exhibit 3(a)
------------
(15 of 34)

(v) The issuance of Voting Securities (as
hereinafter defined in subdivision (xxiii) of subparagraph
(11) of this paragraph (b)) (excluding the issuance of
Voting Securities pursuant to or upon (v) the terms of the
Series D Convertible Preferred Stock or the Class A Common
Stock, (w) the exercise or exchange of the Rights, (x)
grants or issuances of capital stock or any options or any
other rights to acquire shares of capital stock pursuant to
Employee Stock Plans (as hereinafter defined in subdivision
(viii) of subparagraph (11) of this paragraph (b)) and any
Voting Securities issuable upon the exercise or exchange of
any such options or other rights, (y) the exercise of any
option or options to purchase Voting Securities granted in
connection with the execution of a definitive agreement
providing for any Business Combination or (z) the reissuance
of Voting Securities purchased by this corporation
subsequent to August 4, 1993) representing voting power in
excess of (A) 10% of the aggregate voting power of the
outstanding Voting Securities as of the date of such
issuance in any single or related series of transactions or
(B) 15% of the aggregate voting power of the average number
of Voting Securities outstanding over a rolling three-year
period; provided that, for purposes of this subdivision (v),
(i) the issuance of options, warrants or other securities
exercisable for or convertible into shares of capital stock
shall be deemed to be the issuance of the shares of capital
stock for or into which such securities are exercisable or
convertible and capital stock shall be deemed to be issued
on the date that this corporation executes an agreement to
issue such capital stock unless, at the time of such
execution, this corporation shall have elected to consider
such capital stock to be issued on a subsequent date and
(ii) such percentages shall be calculated after giving
effect to the issuance or issuances in question;

(vi) The issuance of Voting Securities (other than
issuances (A) applicable on a pro rata basis to all holders
of a class or series of capital stock generally, (B) upon
the exercise of the Rights or (C) upon the exercise of any
option or options to purchase Voting Securities granted in
connection with the execution of a definitive agreement
providing for any Business Combination) to any person (other
than a holder of Class A Common Stock or any of its
Affiliates) that beneficially owns, or as a result thereof
would beneficially own, more than 5% of the outstanding
Voting Securities, and transactions (other than transactions
(x) applicable on an equal basis to all holders of a class
or series of capital stock generally, (y) in accordance with
the Rights Plan or (z) any Business Combination effected
subsequent to the fourth anniversary of the Closing Date)
with any person that beneficially owns more than 5% of the
outstanding shares of capital stock of this corporation;

<PAGE> Exhibit 3(a)
------------
(16 of 34)

(vii) Any single or related series of acquisitions of
businesses or assets or investments therein (including,
without limitation, the formation of a joint venture with
persons other than holders of Class A Common Stock or any of
their Affiliates), other than money market types of
investments and trade receivables, pursuant to which the
Fair Market Value (as hereinafter defined in subdivision
(ix) of subparagraph (11) of this paragraph (b)) of the
aggregate purchase price paid by this corporation will
exceed 20% of the Market Capitalization (as hereinafter
defined in subdivision (xii) of subparagraph (11) of this
paragraph (b)) of this corporation at the time that this
corporation executes a definitive agreement to effect such
acquisition or investment;

(viii) Any single or related series of acquisitions of
businesses or assets or investments (including, without
limitation, the formation of a joint venture with persons
other than holders of Class A Common Stock or any of their
Affiliates) in a Non-Core Business (as hereinafter defined
in subdivision (xiii) of subparagraph (11) of this paragraph
(b)) pursuant to which the Fair Market Value of the
aggregate purchase price paid by this corporation will
exceed 5% of the Market Capitalization of this corporation
at the time that this corporation executes a definitive
agreement to effect such acquisition or investment, except
to the extent that any such Non-Core Business is obtained in
the course of a bona fide transaction the principal purpose
of which is the acquisition of a Core Business (as
hereinafter defined in subdivision (vii) of subparagraph
(11) of this paragraph (b));

(ix) Any single or related series of sales, transfers
or other dispositions or encumbrances of assets having a
Fair Market Value in excess of 15% of the aggregate Fair
Market Value of the total assets of this corporation and its
Subsidiaries taken as a whole at the time that this
corporation executes a definitive agreement to effect such
disposition or encumbrance; provided that a sale of all or
substantially all of the assets of this corporation shall
not be deemed a sale, transfer or other disposition or
encumbrance for purposes of this subdivision (ix);

(x) The incurrence of indebtedness for money
borrowed, including, without limitation, financing whether
or not required to be presented on the consolidated balance
sheet of this corporation and its subsidiaries in accordance
with generally accepted accounting principles, that would
cause this corporation's ratio of consolidated debt-to-total
capitalization to exceed 65%; for purposes of this
subdivision (x), "total capitalization" means the sum of
consolidated stockholders' equity and consolidated long-term
indebtedness (including, without limitation, financing that
is not required to be presented on such consolidated balance
sheet); and

<PAGE> Exhibit 3(a)
------------
(17 of 34)

(xi) The declaration of any extraordinary cash
dividends or other distribution to holders of any class or
classes, and/or any series thereof, of capital stock in
excess of 5% of the Market Capitalization of this
corporation at the time of such dividend or other
distribution;

provided, however, that nothing in the foregoing shall require
any consent or affirmative vote of the holders of the Class A
Common Stock pursuant to this subparagraph (8) in order for this
corporation to satisfy its obligations or exercise its rights
under the Investment Agreement, the Joint Venture Agreement (as
hereinafter defined in subdivision (xi) of subparagraph (11) of
this paragraph (b)) or any "Related Agreement" (as defined in the
Joint Venture Agreement), for any transaction pursuant to the
terms of the Series D Preferred Stock or the Class A Common
Stock, for any other transaction between or in respect of this
corporation or any of its Affiliates, on the one hand, and any
holder of Series D Preferred Stock or the Class A Common Stock or
any of their Affiliates, on the other hand, or in connection with
any action pursuant to a Requirement of Law (as hereinafter
defined in subdivision (xvi) of subparagraph (11) of this
paragraph (b)).

(9) (i) If any issued and outstanding share of Class A
Common Stock is Transferred (as hereinafter defined in
subdivision (xx) of subparagraph (11) of this paragraph (b)) to
any person other than a wholly owned direct or indirect
subsidiary of the transferring holder or the corporate parent or
ultimate corporate parent of the transferring holder (provided
that such transferring holder is a wholly owned direct or
indirect subsidiary of such corporate parent or ultimate
corporate parent), each share of Class A Common Stock so
Transferred shall be automatically converted, without any action
on the part of this corporation or any action on the part of the
transferring holder, into one fully paid and nonassessable share
of the Common Stock.

(ii) Upon the occurrence of a Conversion Event (as
hereinafter defined in subdivision (vi) of subparagraph (11) of
this paragraph (b)), without any action on the part of this
corporation or the holders of shares of Class A Common Stock,
each share of Class A Common Stock issued and outstanding
immediately prior to the Conversion Event shall automatically be
converted into one fully paid and nonassessable share of the
Common Stock. Upon the occurrence of a Conversion Event, prompt
written notice thereof and of the resulting conversion of the
Class A Common Stock shall be given by first class mail, postage
prepaid, to each person who immediately prior to the Conversion
Event was a holder of record of shares of Class A Common Stock at
such person's address as the same appears on the stock register
of this corporation; provided, however, that no failure to give
such notice nor any defect therein shall affect the effectiveness
of the conversion of any shares of Class A Common Stock. Each

<PAGE> Exhibit 3(a)
------------
(18 of 34)

such notice shall include a statement setting forth the place or
places where certificates formerly representing shares of Class A
Common Stock are to be surrendered in accordance with
subparagraph (iv) of this subparagraph (9).

(iii) Conversion pursuant to this subparagraph (9) shall be
deemed to have been effected at the time of the Transfer or the
Conversion Event, as the case may be, that resulted in such
conversion (hereinafter, the "Conversion Time"). Immediately
upon such conversion, the rights of the holders of shares of
Class A Common Stock so converted as such shall cease and such
holders shall be treated for all purposes as having become the
record owners of the shares of Common Stock issuable upon such
conversion; provided, however, that such persons shall be
entitled to receive when paid any dividends declared on the Class
A Common Stock as of a record date preceding the Conversion Time
and unpaid as of the Conversion Time. In the event the stock
transfer books of this corporation shall be closed at the
Conversion Time, such person or persons shall be deemed to have
become such holder or holders of record of the Common Stock at
the opening of business on the next succeeding day on which such
stock transfer books are open.

(iv) As promptly as practicable after the Conversion Time,
upon the delivery to this corporation of the certificates
formerly representing shares of Class A Common Stock, this
corporation shall deliver or cause to be delivered, to or upon
the written order of the record holder of the surrendered
certificates formerly representing shares of Class A Common
Stock, a certificate or certificates representing the number of
fully paid and nonassessable shares of Common Stock into which
the shares of Class A Common Stock formerly represented by such
certificates have been converted in accordance with the
provisions of this subparagraph (9).

(v) This corporation will pay any and all documentary,
stamp or similar issue or transfer taxes payable in respect of
the issue or delivery of shares of Common Stock on the conversion
of shares of Class A Common Stock pursuant to this subparagraph
(9); provided, however, that this corporation shall not be
required to pay any tax which may be payable in respect of any
registration of transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the
registered holder of Class A Common Stock converted or to be
converted, and no such issue or delivery shall be made unless and
until the person requesting such issue has paid to this
corporation the amount of any such tax or has established, to the
satisfaction of this corporation, that such tax has been paid.

(vi) This corporation shall at all times reserve and keep
available, out of the aggregate of its authorized but unissued
Common Stock and its issued Common Stock held in its treasury,
for the purpose of effecting the conversion of the Class A Common
Stock, the full number of shares of Common Stock then deliverable
upon the conversion of all outstanding shares of the Class A
Common Stock.

<PAGE> Exhibit 3(a)
------------
(19 of 34)

(10) Subject to the provisions of the Investment Agreement,
holders of Class A Common Stock shall be entitled to such Voting
Equity purchase rights as may be accorded to such holders
pursuant to Section 6.1 of the Investment Agreement, so long as
such agreement remains in effect.

(11) For purposes of this paragraph (b) (and, with respect
to subdivision (v), subdivision (xvii) and subdivision (xxiii) of
this subparagraph (11), for purposes of paragraph (d) of this
section 4, and, with respect to subdivision (ix), subdivision (x)
and subdivision (xix) of this subparagraph (11), for purposes of
section 9 of this Certificate of Incorporation):

(i) "Affiliate" shall mean, as applied to a
specified person, any other person that directly, or
indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, such
specified person.

(ii) "Americas" shall have the meaning set forth in
the Investment Agreement.

(iii) "BT" shall mean British Telecommunications plc,
a public limited company incorporated under the laws of
England and Wales, or its successor.

(iv) "Business Combination" shall mean a merger or
consolidation in which this corporation is a constituent
corporation and pursuant to which the Common Stock is
exchanged for cash, securities or other property or a sale
of all or substantially all of the assets of this
corporation and its Subsidiaries taken as a whole; provided
that neither (A) a merger or consolidation in which the
beneficial ownership of the capital stock of this
corporation or of the sole surviving corporation of the
transaction (or of the ultimate parent of this corporation
or of such sole surviving corporation) immediately after the
consummation of such transaction is substantially the same
as the beneficial ownership of the capital stock of this
corporation immediately prior to the consummation thereof
nor (B) a merger in which this corporation is the surviving
corporation, in which all shares of the Common Stock
outstanding immediately prior to the consummation of such
merger remain outstanding immediately after the consummation
thereof and the only change in the capital stock of the
Company resulting from such merger is the issuance of shares
of capital stock pursuant thereto, and in connection with
which no consent or affirmative vote of the holders of the
Class A Common Stock would otherwise be required under
subparagraph (8) of this paragraph (b), shall be deemed a
Business Combination.

(v) "Closing Date" shall mean the first date that
shares of Class A Common Stock are issued and sold under the
Investment Agreement.

<PAGE> Exhibit 3(a)
------------
(20 of 34)

(vi) "Conversion Event" shall mean any of the
following occurrences:

(A) The Outstanding Interest (as hereinafter
defined in subdivision (xiv) of this subparagraph (11))
becomes less than 10%, unless the Outstanding Interest
becomes less than 10% solely as a result of an
acquisition of Voting Securities beneficially owned by
any holder of shares of Class A Common Stock or any of
its Affiliates by this corporation pursuant to section
9 of this Certificate of Incorporation; provided,
however, that a "Conversion Event" shall be deemed to
occur if, subsequent to the aforesaid acquisition of
Voting Securities by this corporation pursuant to said
section 9, the Outstanding Interest is reduced as a
result of any other action or transaction unless upon
the consummation of such action or transaction the
Outstanding Interest is not less than 10%.

(B) The holders of shares of Class A Common Stock
have Transferred (other than to wholly owned direct or
indirect subsidiaries of such holders) in the aggregate
Voting Securities representing more than 25% of the
largest amount in voting power of Voting Securities at
any time beneficially owned by such holders and any of
their Affiliates (adjusted for stock splits, stock
dividends and other combinations or reclassifications
of the capital stock of this corporation) and the
Outstanding Interest is less than 15%, unless the
holders of Class A Common Stock have so Transferred
more than, or the Outstanding Interest has become less
than, the applicable percentages as aforesaid solely as
a result of an acquisition of Voting Securities
beneficially owned by any holder of shares of Class A
Common Stock or any of its Affiliates by this
corporation pursuant to section 9 of this Certificate
of Incorporation; provided, however, that a "Conversion
Event" shall be deemed to occur if, subsequent to the
aforesaid acquisition of Voting Securities by this
corporation pursuant to said section 9, either (i) any
holder of shares of Class A Common Stock Transfers
(other than to a wholly owned direct or indirect
subsidiary of such holder and other than to this
corporation pursuant to section 9 of this Certificate
of Incorporation) any additional shares of capital
stock of this corporation or (ii) the Outstanding
Interest is reduced as a result of any other action or
transaction, unless upon the consummation of such
action or transaction the Outstanding Interest is not
less than 15%.

(C) There shall have been a public announcement
by this corporation that (i) this corporation or any of
it Affiliates has exercised its right to require BT or
any of its Affiliates to purchase this corporation's
direct or indirect interest in the Joint Venture (as

<PAGE> Exhibit 3(a)
------------
(21 of 34)

hereinafter defined in subdivision (xi) of this
subparagraph (11)) pursuant to the terms of the Joint
Venture Agreement, (ii) this corporation or any of its
Affiliates has transferred this corporation's direct or
indirect interest in the Joint Venture to a third party
in accordance with the terms of the Joint Venture
Agreement or BT or any of its Affiliates has acquired
this corporation's direct or indirect interest in the
Joint Venture pursuant to the terms of the Joint
Venture Agreement in connection with the proposed
transfer of this corporation's direct or indirect
interest in the Joint Venture, (iii) BT or any of its
Affiliates has transferred BT's direct or indirect
interest in the Joint Venture to a third party or this
corporation or any of its Affiliates has acquired BT's
direct or indirect interest in the Joint Venture
pursuant to the terms of the Joint Venture Agreement in
connection with a proposed transfer of BT's direct or
indirect interest in the Joint Venture or (iv) BT or
any of its Affiliates has exercised its right to
require this corporation or any of its Affiliates to
sell to BT this corporation's direct or indirect
interest in the Joint Venture pursuant to the terms of
the Joint Venture Agreement (other than as a result of
the event described in clause (i) of subpart (D) of
this subdivision (vi)).

(D) There shall have been a public announcement
by this corporation that (i) BT or any of its
Affiliates has exercised its right to require this
corporation or any of its Affiliates to sell to BT or
any of its Affiliates this corporation's direct or
indirect interest in the Joint Venture as a result of a
material breach by this corporation pursuant to Section
29.1(a) of the Joint Venture Agreement and (ii) this
corporation has delivered a notice to BT in which this
corporation set forth its consent to the conversion of
shares of the Class A Common Stock.

(E) There shall have been a public announcement
by this corporation that either (i) there has been any
judicial determination (other than in an ex parte
proceeding), following the notice and other procedures
set forth in Section 9.14 of the Investment Agreement,
that BT or any of its Affiliates has breached Section
5.1, 5.3, 7.1, 7.2, 7.3, 7.4, 10.2 or 10.3 of the
Investment Agreement (other than BT's or such
Affiliate's failure to have given timely any required
notice thereunder, unless this corporation has been
materially adversely affected by such failure) and, if
such judicial determination has not set forth whether
such breach was material with respect to the Investment
Agreement, that such breach has been determined to be
material with respect to such agreement by the
Independent Directors in accordance with the procedures
for a determination by the Independent Directors set

<PAGE> Exhibit 3(a)
------------
(22 of 34)

forth in the Investment Agreement or (ii) there has
been a "Loss of BT Rights" (as defined in Section
9.12(a) of the Investment Agreement) following an
arbitration pursuant to Section 9.12(e) or 9.12(f) of
the Investment Agreement.

(F) There shall have been a public announcement
by this corporation that (i) this corporation or any of
its Affiliates has exercised its right to require BT or
any of its Affiliates to sell to this corporation or
any of its Affiliates BT's direct or indirect interest
in the Joint Venture pursuant to the terms of the Joint
Venture Agreement and (ii) this corporation has
delivered a notice to BT in which this corporation set
forth its consent to the conversion of shares of the
Class A Common Stock.

For purposes of this subdivision (vi), the issuance by
this corporation of a press release in this corporation's
customary manner shall be deemed to be 'public announcement
by this corporation.'

(vii) "Core Business" shall mean the "Core Business"
(as defined in the Investment Agreement) of the Company in
the Americas.

(viii) "Employee Stock Plans" shall have the meaning
set forth in the Investment Agreement.

(ix) "Fair Market Value" shall mean, as to any shares
or other property, the cash price at which a willing seller
would sell and a willing buyer would buy such shares or
property in an arms'-length negotiated transaction without
time constraints, as determined by the Independent Directors
in accordance with the procedures for a determination by the
Independent Directors set forth in the Investment Agreement.
Notwithstanding the foregoing, as to any shares of stock of
this corporation issued to effect an acquisition or
investment, "Fair Market Value" shall mean the Current
Market Value of such shares.

(x) "Investment Agreement" shall mean the Amended
and Restated Investment Agreement dated as of January 31,
1994 between BT and this corporation, as such agreement may
be amended, changed, supplemented or otherwise modified.

(xi) "Joint Venture Agreement" shall mean the Joint
Venture Agreement dated August 4, 1993 among BT, Moorgate
(Twelve) Limited, a company incorporated under the laws of
England and Wales, this corporation, MCI Ventures
Corporation, a Delaware corporation, and BT Forty-Eight
Company, an unlimited company incorporated under the laws of
England and Wales (the "Joint Venture"), as such agreement
may be amended, changed, supplemented or otherwise modified.

<PAGE> Exhibit 3(a)
------------
(23 of 34)

(xii) "Market Capitalization" shall have the meaning
set forth in the Investment Agreement.

(xiii) "Non-Core Business" shall have the meaning set
forth in the Investment Agreement.

(xiv) "Outstanding Interest" shall mean the percentage
of the aggregate voting power of the outstanding Voting
Securities (other than voting power with respect to the
election of directors or a class vote on specified matters)
represented by the Voting Securities beneficially owned by
any holder of shares of Class A Common Stock or any of its
Affiliates; provided that, for purposes of calculating such
percentage, Uncounted Shares (as hereinafter defined in
subdivision (xxi) of this subparagraph (11)) shall be deemed
not to be outstanding Voting Securities; provided, however,
that the foregoing proviso shall not apply to the extent
that, without the benefit of such proviso, the Outstanding
Interest would be less than 7-1/2%.

(xv) "Outstanding Voting Interest" shall mean the
percentage of the aggregate voting power of the outstanding
Voting Securities (other than voting power with respect to
the election of directors or a class vote on specified
matters) represented by the number of outstanding shares of
Class A Common Stock and Class A Preferred Stock.

(xvi) "Requirement of Law" shall have the meaning set
forth in the Investment Agreement.

(xvii) "Rights" shall mean the rights issued pursuant
to the Rights Plan.

(xviii) "Rights Plan" shall mean the Rights Agreement
dated September 30, 1994 between this corporation and Mellon
Bank, N.A., as the same may be amended from time to time, or
any successor plan thereto, as the same may be amended from
time to time. For purposes of this subdivision (xviii), any
rights plan adopted by this corporation subsequent to the
termination of such Rights Agreement or the expiration,
redemption or exchange of the Rights shall be deemed a
"successor plan thereto".

(xix) "Subsidiary" shall mean any corporation or other
entity of which at least a majority of the voting power of
the voting equity securities or equity interest is owned,
directly or indirectly, by this corporation.

(xx) "Transferred" shall mean the occurrence of any
act pursuant to which, directly or indirectly, including by
operation of law, the beneficial ownership of shares of
Class A Common Stock shall have been offered, sold,
transferred, assigned, pledged, hypothecated or otherwise
disposed.

<PAGE> Exhibit 3(a)
------------
(24 of 34)

(xxi) "Uncounted Shares" shall have the meaning set
forth in the Investment Agreement.

(xxii) "Voting Equity" shall mean any and all Voting
Securities, securities of this corporation convertible into
Voting Securities, and options, warrants or other rights to
acquire Voting Securities.

(xxiii) "Voting Securities" shall mean the Common
Stock, the Class A Common Stock, any Class A Preferred Stock
and any other securities of this corporation having voting
power under ordinary circumstances with respect to the
election of directors of this corporation.

For purposes of this subparagraph (11), a person shall be deemed
to "beneficially own" any securities in accordance with the
provisions of Rule 13d-3 under the Securities Exchange Act of
1934, as amended, as in effect on August 4, 1993; provided that
capital stock of this corporation underlying any options,
warrants, rights or other securities convertible into or
exercisable for such capital stock shall not be deemed to be
beneficially owned by any person if the applicable conversion
price or exercise price, as the case may be, of such option,
warrant, right or other security is more than the Current Market
Value (as hereinafter defined in subdivision (i) of paragraph (b)
of section 9 of this Certificate of Incorporation) of the
underlying capital stock.

(12) Shares of the Class A Common Stock may not by issued
by this corporation other than pursuant to, or in accordance
with, the terms hereof and of the Investment Agreement.

(1) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with the
provisions of paragraph (a) of this section 4) shall have been
met and after this corporation shall have complied with all the
requirements, if any, with respect to the setting aside of sums
as sinking funds or redemption or purchase accounts in respect of
the Preferred Stock (fixed in accordance with the provisions of
paragraph (a) of this section 4), and subject to any other
conditions that may be fixed in accordance with the provisions of
paragraph (a) of this section 4, including, without limitation,
the right of any of the holders of any series of Preferred Stock
to participate therein, and subject further to the right of the
holders of Class A Common Stock to participate therein to the
extent provided in subparagraphs (1) through (3) of paragraph (b)
of this section 4, then, but not otherwise, the holders of shares
of Common Stock shall be entitled to receive such dividends, if
any, as may be declared from time to time by the board of
directors.

<PAGE> Exhibit 3(a)
------------
(25 of 34)

(2) In the event this corporation shall at any time effect
a subdivision or combination or consolidation of the outstanding
shares of Class A Common Stock into a greater or lesser number of
shares of Class A Common Stock (other than pursuant to
subparagraph (2) of paragraph (b) of this section 4), then in
each such case this corporation shall effect an equivalent
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock.

(3) After distribution in full of the preferential amount,
if any, to be distributed to the holders of the Preferred Stock
(fixed in accordance with the provisions of paragraph (a) of this
section 4) in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of this corporation, the
holders of the Common Stock shall, subject to the right, if any,
of the holders of any series of Preferred Stock to participate
therein (fixed in accordance with the provisions of paragraph (a)
of this section 4), be entitled together with the holders of the
Class A Common Stock to receive all the remaining assets of this
corporation, tangible and intangible, of whatever kind available
for distribution to stockholders, ratably in proportion to the
number of shares held by each such holder.

(4) Except as may otherwise be required by law, this
Certificate of Incorporation or the provisions of the resolutions
adopted by the board of directors pursuant to paragraph (a) of
this section 4, each holder of the Common Stock shall have one
vote in respect of each share of the Common Stock held by such
holder on each matter voted upon by the stockholders. Holders of
the Common Stock may not take any action that is required or
permitted to be taken by them at an annual or special meeting of
such stockholders without a meeting, without prior notice or
without a vote, and the right of the holders of the Common Stock
to act by written consent in lieu of a meeting is expressly
denied.

(d) Other Provisions.

(1) The relative powers, preferences and rights of each
series of the Preferred Stock in relation to the powers,
preferences and rights of the Preferred Stock or each other
series of the Preferred Stock shall, in each case, be as fixed
from time to time by the board of directors in the resolution or
resolutions adopted pursuant to authority granted in paragraph
(a) of this section 4, and the consent, by class or series vote
or otherwise, of the holders of such of the series of the
Preferred Stock as are from time to time outstanding shall not be
required for the issuance by the board of directors of any other
series of the Preferred Stock whether the powers, preferences and
rights of such other series shall be fixed by the board of
directors as senior to, or on a parity with, the powers,
preferences and rights of such outstanding series of the
Preferred Stock or any of them; provided, however, that the board
of directors may provide in such resolution or resolutions

<PAGE> Exhibit 3(a)
------------
(26 of 34)

adopted with respect to any series of the Preferred Stock that
the consent of the holders of shares carrying a majority (or such
greater proportion as shall be therein fixed) of the votes cast
by the holders of the outstanding shares of such series voting
thereon shall be required for the issuance of any or all other
series of the Preferred Stock.

(2) Subject to the provisions of subparagraph (1) of this
paragraph (d), shares of any series of the Preferred Stock may be
issued from time to time as the board of directors shall
determine and on such terms and for such consideration as shall
be fixed by the board of directors.

(3) Shares of the Common Stock may be issued from time to
time as the board of directors shall determine and on such terms
and for such consideration as shall be fixed by the board of
directors.

(4) The authorized amount of shares of the Common Stock, of
the Class A Common Stock and of the Preferred Stock may, without
a class or series vote, be increased or decreased from time to
time by the affirmative vote of a majority of the votes entitled
to be cast thereon.

(5) Notwithstanding any other provisions of this
Certificate of Incorporation, with regard to the election of
directors of this corporation, each holder of shares entitled to
be voted with respect to the election of directors shall be
entitled to as many votes as shall equal the number of votes
which (except for this provision as to cumulative voting) such
holder would be entitled to cast for the election of directors
with respect to his shares multiplied by the number of directors
to be elected by him, and he may cast all of such votes for a
single director or may distribute them among the number to be
voted for, or for any two or more of them as he may see fit.

(6) Notwithstanding any other provision of this Certificate
of Incorporation, until the fourth anniversary of the Closing
Date (as defined in subdivision (v) of subparagraph (11) of
paragraph (b) of this section 4), so long as any shares of Class
A Common Stock remain outstanding, the board of directors of this
corporation shall not, without the affirmative vote of the
holders of at least 75% in voting power of the Voting Securities
(as defined in subdivision (xxiii) of subparagraph (11) of
paragraph (b) of this section 4) at the time outstanding, given
in person or by proxy, at an annual or special meeting called for
the purpose, at which the holders of the Voting Securities shall
vote together as a single class, redeem the Rights (as defined in
subdivision (xvii) of subparagraph (11) of paragraph (b) of
section 4 of this Certificate of Incorporation).

5. Compromises or Arrangements with Creditors. Whenever a
compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court
of equitable jurisdiction within the State of Delaware may, on

<PAGE> Exhibit 3(a)
------------
(27 of 34)

the application in a summary way of this corporation or of any
creditor or stockholder thereof or on the application of any
receiver or receivers appointed for this corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on
the application of trustees in dissolution or of any receiver or
receivers appointed for this corporation under the provisions of
Section 279 to Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders
or class of stockholders of this corporation, as the case may be,
to be summoned in such a manner as the said court directs. If a
majority in number representing three-fourths (3/4ths) in value
of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of this corporation, as the case may
be, and also on this corporation.

6. Additional Provisions. For the management of the
business and for the conduct of the affairs of this corporation,
and in further definition, limitation and regulation of the
powers of this corporation and of its directors and stockholders
and classes thereof, the following additional provisions are made
a part of this Certificate of Incorporation:

(a) The number of directors which shall constitute the
whole board of directors of this corporation shall be fixed by,
or in the manner provided in, the by-laws of this corporation.
As used in this Certificate of Incorporation, the phrases "whole
board" and "total number of directors" shall be deemed to have
the same meaning, to wit: the total number of directors which
this corporation would have if there were no vacancies. The
election of directors need not be by ballot.

(b) In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the board of
directors of this corporation is expressly authorized and
empowered:

(i) acting by the affirmative vote of a majority of
the whole board, to make, alter, amend or repeal
the by-laws of this corporation; provided,
however, that the stockholders, acting by the
affirmative vote of the holders of not less than
four-fifths (4/5ths) of the outstanding shares of
this corporation entitled to vote thereon
[considered for purposes of this subdivision (i)
as one class], may make, alter, amend or repeal
the by-laws of this corporation;

<PAGE> Exhibit 3(a)
------------
(28 of 34)

(ii) acting by the affirmative vote of a majority of
the whole board, to call special meetings of the
stockholders for any purpose or purposes;
provided, however, that, except as otherwise
provided by law, special meetings of the
stockholders for any purpose or purposes may also
be called by the Chairman of the Board of
Directors of this corporation or upon the written
request of the holders of not less than two-thirds
(2/3rds) of the outstanding shares of this
corporation entitled to vote in the election of
directors [considered for purposes of this
subdivision (ii) as one class];

(iii) subject to the provisions of the laws of the State
of Delaware and the by-laws then in effect, to
determine, from time to time, whether and to what
extent and at what times and places and under what
conditions and regulations the accounts and books
of this corporation, or any of them, shall be open
to the inspection of the stockholders; and no
stockholder shall have any right, except as
conferred by the laws of the State of Delaware, to
inspect any account or book or document of this
corporation unless and until authorized so to do
by resolution of the board of directors; and

(iv) without the assent or vote of the stockholders of
this corporation, to authorize and issue
obligations of this corporation, secured or
unsecured, to include therein such provisions as
to redeemability, convertibility or otherwise, as
the board of directors, in its sole discretion,
may determine, and to authorize the mortgaging or
pledging, as security therefor, of any property of
this corporation, real or personal, including
after-acquired property.

(c)(i) Any director of this corporation elected to a class
of the board of directors pursuant to paragraph (b) of Section 1
of Article III of the by-laws of this corporation (as such
provision hereafter may be amended or relettered or renumbered)
may be removed from office, but only for cause and only by the
affirmative vote of the holders of not less than four-fifths of
the votes entitled to be cast by the holders of all outstanding
shares (considered as one class for purposes of this paragraph
(c)) entitled to vote thereon. The stockholders entitled to vote
for the election of such removed director's successor may, at the
meeting at which such removal was effectuated, elect a successor
to any director so removed, which successor shall hold office
until the next election of the class of directors of which the
director so removed was a member. The remaining directors (other
than the Class A Directors and any other directors elected by the
holders of one or more series of Preferred Stock voting
separately as a class or series (as may be fixed in accordance

<PAGE> Exhibit 3(a)
------------
(29 of 34)

with the provisions of paragraph (a) of section 4 of this
Certificate of Incorporation)) may, to the extent that the
vacancy is not filled by election by the stockholders, fill such
vacancy for such term.

(ii) Any Class A Director (as defined in subdivision (i)
of subparagraph (7) of paragraph (b) of section 4 of this
Certificate of Incorporation) may be removed from office (A) for
cause by the affirmative vote of the holders of not less than
four-fifths of the votes entitled to be cast by the holders of
all outstanding shares (considered as one class for purposes of
this paragraph (c)) entitled to vote thereon, and (B) without
cause only by the affirmative vote of the holders of not less
than a majority of the voting power represented by the
outstanding Class A Common Stock and any Class A Preferred Stock,
voting separately as a class, provided that, if less than all the
Class A Directors are to be removed, no Class A Director may be
removed without cause if the votes cast against such director's
removal would be sufficient to elect such director if then
cumulatively voted at an election of all Class A Directors. Any
vacancy resulting from any such removal of a Class A Director
shall be filled as provided in subdivision (iv) of subparagraph
(7) of paragraph (b) of section 4 of this Certificate of
Incorporation.

(iii) Any other director of this corporation may be removed
from office, with or without cause, and the vacancy resulting
therefrom may be filled, in accordance with applicable law and
any other provision of this Certificate of Incorporation
(including any resolution of the board of directors adopted in
accordance with the provisions of paragraph (a) of section 4 of
this Certificate of Incorporation) or of the by-laws of this
corporation applicable thereto.

In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon it, the board of directors may
exercise all such powers and do such acts and things as may be
exercised or done by this corporation, subject, nevertheless, to
the provisions of the laws of the State of Delaware and the
Certificate of Incorporation and the by-laws of this corporation.

7. Certain Required Stockholder Vote. Notwithstanding any
other provisions of this Certificate of Incorporation or the by-
laws of this corporation, and in addition to any other vote that
may be required by law, this Certificate of Incorporation or the
by-laws of this corporation, the affirmative vote of the holders
of not less than four-fifths (4/5ths) of the outstanding shares
of this corporation entitled to vote thereon (considered for
purposes of this section 7 as one class) shall be required for
any or all of the following actions:

(i) amendment, alteration, change or repeal of any of the
provisions of the following:

<PAGE> Exhibit 3(a)
------------
(30 of 34)

(A) subparagraph (5) of paragraph (d) of section 4 of
this Certificate of Incorporation (which relates
to cumulative voting);

(B) subdivisions (i) and (ii) of paragraph (b) of
section 6 of this Certificate of Incorporation
(which relate, respectively, to making, altering,
amending or repealing the by-laws of this
corporation and to calling special meetings of the
stockholders); and

(ii) the addition of any further provision or provisions to
this Certificate of Incorporation which in any way
relate to the provisions, or any of them, contained in
subdivisions (i) and (ii) of subparagraph (b) of
section 6 of this Certificate of Incorporation.

8. Limits on Liability of Directors; Indemnification of
Officers, Directors and Employees.

(a) No director of this corporation shall be personally
liable to this corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided that
this provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
this corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit. If the General Corporation Law of the State of Delaware
is amended after approval by the stockholders of this paragraph
(a) to authorize corporate action further limiting or eliminating
the personal liability of directors, then the liability of a
director of this corporation shall be limited or eliminated to
the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended. No amendment or repeal of
this paragraph (a) shall apply to or have any effect on the
liability or alleged liability of any director of this
corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

(b) This corporation shall, to the fullest extent permitted
by Delaware law, as in effect from time to time, indemnify all
persons who are or were directors, officers and employees of this
corporation or any wholly owned subsidiary, and all such
directors, officers and employees who, at the request of this
corporation, are or were at any time serving any other
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity. This corporation may
also indemnify all other persons to the fullest extent permitted
by Delaware law.

<PAGE> Exhibit 3(a)
------------
(31 of 34)

9. Redemption of Stock.

(a) Notwithstanding any other provision of this Certificate
of Incorporation to the contrary (but subject to the terms of any
series of Preferred Stock fixed in accordance with the provisions
of paragraph (a) of section 4 of this Certificate of
Incorporation), outstanding shares of stock of this corporation
held by Disqualified Holders (as hereinafter defined in
subdivision (ii) of paragraph (b) of this section 9) shall always
be subject to redemption by this corporation to the extent
necessary, in the judgment of the board of directors, to prevent
the loss or secure the renewal or reinstatement of any license or
franchise from any governmental agency held by this corporation
or any of its Subsidiaries (as defined in subdivision (xix) of
subparagraph (11) of paragraph (b) of section 4 of this
Certificate of Incorporation) to conduct any portion of the
business of this corporation or any of its Subsidiaries, which
license or franchise is conditioned upon some or all of the
holders of the stock of this corporation possessing prescribed
qualifications. The terms and conditions of such redemption
shall be as follows, subject in any case to any additional or
different rights of a particular Disqualified Holder or of this
corporation pursuant to any contract or agreement between such
Disqualified Holder and this corporation:

(i) the redemption price of the shares to be redeemed pursuant
to this section shall be equal to the Current Market Value (as
hereinafter defined in subdivision (i) of paragraph (b) of this
section 9) of such shares; provided that such redemption price as
to any Disqualified Holder who purchased such shares after
February 4, 1994 and within one year of the Redemption Date (as
hereinafter defined in subdivision (iv) of paragraph (b) of this
section 9) shall not (unless otherwise determined by the board of
directors) exceed the purchase price paid by such Disqualified
Holder for such shares;

(ii) the redemption price of such shares may be paid
in cash, Redemption Securities (as hereinafter defined in
subdivision (v) of paragraph (b) of this section 9) or any
combination thereof;

(iii) if less than all of the shares held by
Disqualified Holders are to be redeemed, the shares to be
redeemed shall be selected in such manner as shall be
determined by the board of directors, which may include
selection first of the most recently purchased shares
thereof, selection by lot or selection in any other manner
determined by the board of directors to be equitable;
provided that this corporation shall be entitled to redeem
shares of Common Stock held by Disqualified Holders prior to
redeeming shares of Class A Common Stock held by
Disqualified Holders;

<PAGE> Exhibit 3(a)
------------
(32 of 34)

(iv) at least ten days' written notice of the
Redemption Date shall be given to the record holders of the
shares selected to be redeemed (unless waived in writing by
any such holder), provided that the Redemption Date may be
the date on which written notice shall be given to record
holders if the cash or Redemption Securities necessary to
effect the redemption shall have been deposited in trust for
the benefit of such record holders and subject to immediate
withdrawal by them upon surrender of the stock certificates
for their shares to be redeemed;

(v) on the Redemption Date, unless this corporation
shall have defaulted in paying or setting aside for payment
the cash or Redemption Securities payable upon such
redemption, any and all rights of Disqualified Holders in
respect of shares so redeemed (including without limitation
any rights to vote or participate in dividends), shall cease
and terminate, and from and after such Redemption Date such
Disqualified Holders shall be entitled only to receive the
cash or Redemption Securities payable upon redemption of the
shares so redeemed; and

(vi) such other terms and conditions as the board of
directors shall determine;

provided, however, that in the event that any shares of Class A
Common Stock are redeemed pursuant to this section 9, the
redemption price and the other terms and conditions of such
redemption shall be as set forth in the Investment Agreement (as
defined in subdivision (x) of subparagraph (11) of paragraph (b)
of section 4 of this Certificate of Incorporation), so long as
such agreement remains in effect.

(b) For purposes of this section 9 (and, with respect to
subdivision (i) and subdivision (iii) of this paragraph (b), for
purposes of paragraph (b) of section 4 of this Certificate of
Incorporation):

(i) "Current Market Value" of a share of the stock
of this corporation of any class or series shall mean the
average of the daily closing prices on the NASDAQ National
Market System (or such principal exchange on which such
class or series of stock may be listed) for such a share for
the 20 consecutive trading days commencing on the 22nd
trading day prior to the date on which notice of redemption
shall be given pursuant to subdivision (iv) of paragraph (a)
of this section 9 (or, if such notice shall have been
waived, the date that is ten days prior to the Redemption
Date). The closing price for each day shall be the closing
price, if reported, or, if the closing price is not
reported, the average of the closing bid and asked prices as
reported by the electronic inter-dealer quotation system
operated by NASDAQ, Inc. or a similar source selected from
time to time by this corporation for the purpose. In the
event such closing prices are unavailable, the Current
Market Value shall be the Fair Market Value (as defined in

<PAGE> Exhibit 3(a)
------------
(33 of 34)

subdivision (ix) of subparagraph (11) of paragraph (b) of
section 4 of this Certificate of Incorporation) of such a
share as determined by the Independent Directors (as
hereinafter defined in subdivision (iii) of this paragraph
(b)) in accordance with the procedures for a determination
by the Independent Directors set forth in the Investment
Agreement. Notwithstanding anything to the contrary
contained herein, the Independent Directors shall establish
the Current Market Value of the Class A Common Stock to be
equal to the Current Market Value of the Common Stock and
shall establish the Current Market Value of any options,
warrants, rights or other securities convertible into or
exercisable for Class A Common Stock to be equal to the
Current Market Value of options, warrants, rights or other
securities convertible into or exercisable for Common Stock
upon the same terms and otherwise containing the same terms
as such options, warrants, rights or other securities
convertible into or exercisable for Class A Common Stock.

(ii) "Disqualified Holder" shall mean any holder of
shares of any class or series of stock of this corporation
whose continued holding of such stock, either individually
or taken together with the holding of shares of stock of
this corporation by any other holder or holders of shares of
stock of this corporation, may result, in the judgment of
the board of directors, in the loss of, or the failure to
secure the renewal or reinstatement of, any license or
franchise from any governmental agency held by this
corporation or any of its Subsidiaries to conduct any
portion of the business of this corporation or any of its
Subsidiaries.

(iii) "Independent Directors" shall have the meaning
set forth in the Investment Agreement.

(iv) "Redemption Date" shall mean the date fixed by
the board of directors for the redemption of any shares of
stock of this corporation pursuant to this section 9.

(v) "Redemption Securities" shall mean any debt or
equity securities of this corporation, any of its
Subsidiaries or any other corporation, or any combination
thereof, having such terms and conditions as shall be
approved by the board of directors and which, together with
any cash to be paid as part of the redemption price, in the
opinion of any nationally recognized investment banking firm
selected by the board of directors (which may be a firm
which provides other investment banking, brokerage or other
services to this corporation), has a value, at the time
notice of redemption is given pursuant to subdivision (iv)
of paragraph (a) of this section 9 (or, if such notice shall
have been waived, the date that is ten days prior to the
Redemption Date), at least equal to the price required to be
paid pursuant to subdivision (i) of paragraph (a) of this

<PAGE> Exhibit 3(a)
------------
(34 of 34)

section 9 (assuming, in the case of Redemption Securities to
be publicly traded, such Redemption Securities were fully
distributed and subject only to normal trading activity).'

10. Amendment. Subject to the provisions of section 7 of
this Certificate of Incorporation and to other applicable
provisions of this Certificate of Incorporation expressly
providing otherwise, any of the provisions of this Certificate of
Incorporation may from time to time be amended, altered or
repealed, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted
in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of this
corporation by this Certificate of Incorporation are granted
subject to the provisions of this section 10.

Executed at Washington, DC on
_____________, 1995

[Corporate Seal]

_____________________________
Bert C. Roberts, Jr.
Chairman of the Board of
Directors

__________________________
C. Bolton-Smith, Jr.
Secretary

CITY OF WASHINGTON )
) ss:
DISTRICT OF COLUMBIA )

BE IT REMEMBERED that, on ________________, 1995 before me a
Notary Public duly authorized by law to take acknowledgement of
deeds, personally came Bert C. Roberts, Jr., Chairman of the
Board of Directors of MCI COMMUNICATIONS CORPORATION, who duly
signed the foregoing instrument before me and acknowledged that
such signing is his act and deed, that such instrument as
executed is the act and deed of said corporation, and that the
facts stated therein are true.

GIVEN under my hand and notarial seal, on _______________, 1995.

_______________________

Notary Public

My commission expires :

<PAGE> Exhibit 4(d)
------------
(1 of 111)
_________________________________________________________________

MCI COMMUNICATIONS CORPORATION

CITIBANK, N.A., TRUSTEE

----------------

INDENTURE

Dated as of February 17, 1995

-----------------

SENIOR DEBT SECURITIES

_________________________________________________________________

<PAGE> Exhibit 4(d)
------------
(2 of 111)

TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . .1
Section 102. Compliance Certificates and Opinions. . . . . . . . . . . 11
Section 103. Form of Documents Delivered to Trustee. . . . . . . . . . 12
Section 104. Notices, etc. to Trustee and Company. . . . . . . . . . . 12
Section 105. Notices to Holders; Waiver. . . . . . . . . . . . . . . . 13
Section 106. Conflict with Trust Indenture Act . . . . . . . . . . . . 14
Section 107. Effect of Headings and Table of Contents. . . . . . . . . 14
Section 108. Successors and Assigns. . . . . . . . . . . . . . . . . . 14
Section 109. Separability Clause.. . . . . . . . . . . . . . . . . . . 14
Section 110. Benefits of Indenture . . . . . . . . . . . . . . . . . . 14
Section 111. Governing Law . . . . . . . . . . . . . . . . . . . . . . 15
Section 112. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . 15
Section 113. No Security Interest Created. . . . . . . . . . . . . . . 15
Section 114. Limitation of Individual Liability. . . . . . . . . . . . 15

ARTICLE TWO

DEBT SECURITY FORMS. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . 16
Section 202. Form of Trustee's Certificate of
Authentication.. . . . . . . . . . . . . . . . . . . 17
Section 203. Form of Trustee's Certificate of
Authentication by an Authenticating Agent . . . . . . . . 17

ARTICLE THREE

THE DEBT SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 301. Amount Unlimited; Issuable in Series. . . . . . . . . . . 18
Section 302. Denominations . . . . . . . . . . . . . . . . . . . . . . 22
Section 303. Execution, Authentication, Delivery, and
Dating. . . . . . . . . . . . . . . . . . . . . . . 22
Section 304. Temporary Debt Securities.. . . . . . . . . . . . . . . . 25
Section 305. Registration; Registration of Transfer and
Exchange. . . . . . . . . . . . . . . . . . . . . . . . 26
Section 306. Mutilated, Destroyed, Lost and Stolen Debt
Securities.. . . . . . . . . . . . . . . . . . . . . 31
Section 307. Payment of Interest; Interest Rights
Preserved. . . . . . . . . . . . . . . . . . . . . . 32
Section 308. Cancellation. . . . . . . . . . . . . . . . . . . . . . . 35
Section 309. Computation of Interest . . . . . . . . . . . . . . . . . 36
Section 310. Currency of Payments. . . . . . . . . . . . . . . . . . . 36
Section 311. Certain Discharges of Obligations.. . . . . . . . . . . . 37

<PAGE> Exhibit 4(d)
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(3 of 111)

Section 312. Certification by a Person Entitled to
Delivery of a Bearer Security. . . . . . . . . . . . 38

ARTICLE FOUR

SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . 38
Section 401. Satisfaction and Discharge of Indenture.. . . . . . . . . 38
Section 402. Application of Trust Money. . . . . . . . . . . . . . . . 40
Section 403. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE FIVE

REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 501. Events of Default . . . . . . . . . . . . . . . . . . . . 40
Section 502. Acceleration of Maturity; Rescission and
Annulment. . . . . . . . . . . . . . . . . . . . . . 42
Section 503. Collection of Indebtedness and Suits for
Enforcement. . . . . . . . . . . . . . . . . . . . . 44
Section 504. Trustee May File Proofs of Claim. . . . . . . . . . . . . 45
Section 505. Trustee May Enforce Claims Without
Possession of Debt Securities or Coupons. . . . . . . . . 46
Section 506. Application of Money Collected. . . . . . . . . . . . . . 46
Section 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . 47
Section 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest.. . . . . . . . . . . . . 48
Section 509. Restoration of Rights and Remedies. . . . . . . . . . . . 48
Section 510. Rights and Remedies Cumulative. . . . . . . . . . . . . . 48
Section 511. Delay or Omission Not Waiver. . . . . . . . . . . . . . . 49
Section 512. Control by Holders of Debt Securities . . . . . . . . . . 49
Section 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . 49
Section 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . 50
Section 515. Waiver of Stay or Extension Laws. . . . . . . . . . . . . 50

ARTICLE SIX

THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 601. Certain Duties and Responsibilities . . . . . . . . . . . 51
Section 602. Notice of Defaults. . . . . . . . . . . . . . . . . . . . 52
Section 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . 53
Section 604. Not Responsible for Recitals or Issuance of Debt
Securities. . . . . . . . . . . . . . . . . . . . . . . . 54
Section 605. May Hold Debt Securities or Coupons . . . . . . . . . . . 54
Section 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . 54
Section 607. Compensation and Reimbursement. . . . . . . . . . . . . . 55
Section 608. Disqualification; Conflicting Interests.. . . . . . . . . 55
Section 609. Corporate Trustee Required; Eligibility . . . . . . . . . 56
Section 610. Resignation and Removal; Appointment of
Successor. . . . . . . . . . . . . . . . . . . . . . 56
Section 611. Acceptance of Appointment by Successor. . . . . . . . . . 58

<PAGE> Exhibit 4(d)
------------
(4 of 111)

Section 612. Merger, Conversion, Consolidation or Succession to
Business. . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 613. Preferential Collection of Claims
Against Company. . . . . . . . . . . . . . . . . . . 60
Section 614. Appointment of Authenticating Agent . . . . . . . . . . . 60

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY. . . . . . . . . . . . 62
Section 701. Company to Furnish Trustee Names and Addresses
of Holders. . . . . . . . . . . . . . . . . . . . . . . . 62
Section 702. Preservation of Information; Communications to
Holders. . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 703. Reports by Trustee. . . . . . . . . . . . . . . . . . . . 64
Section 704. Reports by Company. . . . . . . . . . . . . . . . . . . . 65

ARTICLE EIGHT

CONCERNING THE HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 801. Acts of Holders . . . . . . . . . . . . . . . . . . . . . 66
Section 802. Proof of Ownership; Proof of Execution of
Instruments by Holders. . . . . . . . . . . . . . . . . . 67
Section 803. Persons Deemed Owners . . . . . . . . . . . . . . . . . . 68
Section 804. Revocation of Consents; Future Holders
Bound. . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE NINE

HOLDERS' MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 901. Purpose of Meetings.. . . . . . . . . . . . . . . . . . . 69
Section 902. Call of Meetings by Trustee . . . . . . . . . . . . . . . 70
Section 903. Call of Meetings by Company or Holders. . . . . . . . . . 70
Section 904. Qualifications for Voting . . . . . . . . . . . . . . . . 70
Section 905. Regulations . . . . . . . . . . . . . . . . . . . . . . . 71
Section 906. Voting. . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 907. No Delay of Rights by Meeting . . . . . . . . . . . . . . 72

ARTICLE TEN

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . . . . . . . 72
Section 1001. Company May Consolidate, etc., Only on Certain
Terms.. . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 1002. Successor Corporation Substituted . . . . . . . . . . . . 73
Section 1003. Opinion of Counsel. . . . . . . . . . . . . . . . . . . . 73

ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 1101. Supplemental Indentures Without Consent of
Holders. . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 1102. Supplemental Indentures with Consent of
Holders. . . . . . . . . . . . . . . . . . . . . . . 76
Section 1103. Execution of Supplemental Indentures. . . . . . . . . . . 77
Section 1104. Effect of Supplemental Indentures.. . . . . . . . . . . . 77

<PAGE> Exhibit 4(d)
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(5 of 111)

Section 1105. Conformity with Trust Indenture Act.. . . . . . . . . . . 78
Section 1106. Reference in Debt Securities to
Supplemental Indentures. . . . . . . . . . . . . . . 78
Section 1107. Notice of Supplemental Indenture. . . . . . . . . . . . . 78

ARTICLE TWELVE

COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 1201. Payment of Principal, Premium and
Interest. . . . . . . . . . . . . . . . . . . . . . 78
Section 1202. Payment of Additional Interest. . . . . . . . . . . . . . 79
Section 1203. Maintenance of Office or Agency . . . . . . . . . . . . . 81
Section 1204. Provisions as to Paying Agent . . . . . . . . . . . . . . 82
Section 1205. Certificate to Trustee. . . . . . . . . . . . . . . . . . 83
Section 1206. Appointment to Fill Vacancy in Trustee's
Office. . . . . . . . . . . . . . . . . . . . . . . 84
Section 1207. Limitation on Liens . . . . . . . . . . . . . . . . . . . 84
Section 1208. Sale or Lease of Assets . . . . . . . . . . . . . . . . . 86
Section 1209. Maintenance of Telecommunications Business. . . . . . . . 87

ARTICLE THIRTEEN

REDEMPTION OF DEBT SECURITIES. . . . . . . . . . . . . . . . . . . . . . 87
Section 1301. Applicability of Article. . . . . . . . . . . . . . . . . 87
Section 1302. Tax Redemption; Special Tax Redemption. . . . . . . . . . 87
Section 1303. Election to Redeem; Notice to Trustee . . . . . . . . . . 90
Section 1304. Selection by Trustee of Debt Securities
to be Redeemed. . . . . . . . . . . . . . . . . . . 90
Section 1305. Notice of Redemption. . . . . . . . . . . . . . . . . . . 91
Section 1306. Deposit of Redemption Price . . . . . . . . . . . . . . . 92
Section 1307. Debt Securities Payable on Redemption
Date. . . . . . . . . . . . . . . . . . . . . . . . 92
Section 1308. Debt Securities Redeemed in Part. . . . . . . . . . . . . 93

ARTICLE FOURTEEN

SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 1401. Applicability of Article. . . . . . . . . . . . . . . . . 94
Section 1402. Satisfaction of Sinking Fund Payments
with Debt Securities . . . . . . . . . . . . . . . . 94
Section 1403. Redemption of Debt Securities for Sinking Fund. . . . . . 94

ARTICLE FIFTEEN

DEFEASANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 1501. Applicability of Article. . . . . . . . . . . . . . . . . 95
Section 1502. Defeasance Upon Deposit of Money or U.S.
Government Obligations . . . . . . . . . . . . . . . 95
Section 1503. Deposited Moneys and U.S. Government
Obligations to be Held in Trust.. . . . . . . . . . . . . 97
Section 1504. Repayment to Company. . . . . . . . . . . . . . . . . . . 97

<PAGE> Exhibit 4(d)
------------
(6 of 111)
ARTICLE SIXTEEN

REPAYMENT AT THE OPTION OF HOLDERS . . . . . . . . . . . . . . . . . . . 98
Section 1601. Repayment at the Option of Holders. . . . . . . . . . . . 98

ARTICLE SEVENTEEN

SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 1701. Certificates and opinions.. . . . . . . . . . . . . . . . 98
Section 1702. Authorization of Actions to be Taken by
the Trustee. . . . . . . . . . . . . . . . . . . . . 99
Section 1703. Release of Liens. . . . . . . . . . . . . . . . . . . . .100

<PAGE> Exhibit 4(d)
(7 of 111)

INDENTURE dated as of February 17, 1995 between MCI
Communications Corporation, a Delaware corporation (hereinafter
called the "Company"), having its principal place of business at
1801 Pennsylvania Avenue, N.W., Washington, DC 20006, and
CITIBANK, N.A., a national banking association duly incorporated
and existing under the laws of the United States (hereinafter
called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to
time of its senior debentures, notes, bonds or other evidences of
senior indebtedness (herein called the "Debt Securities"), to be
issued in one or more series as in this Indenture provided.

All things necessary have been done to make this
Indenture a valid and binding agreement of the Company, in
accordance with its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of
the Debt Securities by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Debt Securities and Coupons or of series
thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 101. Definitions.

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as
the singular;

(2) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted
accounting principles, and, except as otherwise herein expressly

<PAGE> Exhibit 4(d)
------------
(8 of 111)

provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted in the
United States of America at the date of such computation; and

(4) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not
to any particular Article, Section or other subdivision.

Certain terms, used principally in Articles Three or Six, are
defined in those respective Articles.

"Act" when used with respect to any Holder has the meaning
specified in Section 801.

"Affected Security" has the meaning specified in Section
1302(b).

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For the
purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and
policies such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to
the foregoing.

"Authenticating Agent" has the meaning specified in Section
614.

"Authorized Newspaper" means a newspaper in an official
language of the country of publication customarily published at
least once a day, and customarily published for at least five days
in each calendar week, and of general circulation in such city or
cities specified pursuant to Section 301 with respect to the Debt
Securities of any series. Where successive publications are
required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different-newspapers in
the same city meeting the foregoing requirements and in each case
on any Business Day in such city.

"Bearer Security" means any Debt Security (with or without
Coupons), title to which passes by delivery only, but does not
include any Coupons.

"Board of Directors" means either the board of directors of
the Company, or the executive or any other committee of that board
duly authorized to act in respect hereof or any person to whom such
authority has been duly delegated.

<PAGE> Exhibit 4(d)
------------
(9 of 111)

"Board Resolution" means a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force
and effect on the date of such certification, and delivered to the
Trustee.

"Business Day", when used with respect to any Place of Payment
or any particular location referred to in this Indenture or in the
Debt Securities, means, unless otherwise specified with regard to
any Debt Securities pursuant to Section 301, any day that is not a
Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or
executive order to close in such Place of Payment or location.

"Code" means the Internal Revenue Code of 1986 as in effect on
the date hereof.

"Collateral" has the meaning specified in Section 1701.

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities
Exchange Act of 1934, or if at any time after the execution of this
instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall
have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean such successor
corporation.

"Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by the
Chairman of the Board, the Vice Chairman of the Board, the
President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee.

"Contingent Obligation" means, with respect to any Person, any
direct or indirect liability of that Person with respect to any
Indebtedness, lease, dividend, letter of credit or other obligation
(the "primary obligations") of another Person (the "primary
obligor"), including, without limitation, any obligation of such
Person, whether or not contingent, (a) to purchase, repurchase or
otherwise acquire such primary obligations or any property
constituting direct or indirect security therefor, or (b) to
advance or provide funds (i) for the payment or discharge of any
such primary obligation, or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the
<PAGE> Exhibit 4(d)
------------
(10 of 111)

net worth or solvency or any balance sheet item, level of income or
financial condition of the primary obligor or (c) to purchase
property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or
(d) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof. The amount of
any Contingent Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the Company in good
faith.

"Corporate Trust Office" means the principal corporate trust
office of the Trustee at which at any particular time its corporate
trust business shall be administered, which office on the date of
execution of this instrument is located at 120 Wall Street, 13th
Floor, New York, New York 10043, except that for purposes of the
presentation of Registered Securities for payment or registration
of transfer or exchange, such term means the office or agency of
the Trustee in said city at which at any particular time the
corporate agency business of the Trustee shall be conducted, which
office on the date of execution of this Indenture is located at 111
Wall Street, 5th Floor, New York, New York 10043.

The term "corporation" includes corporations, associations,
companies and business trusts.

"Coupon" means any interest coupon appertaining to any Bearer
Security.

"Coupon Security".-means any Bearer Security authenticated and
delivered with one or more coupons appertaining thereto.

"Currency" means Dollars or Foreign currency.

"Debt Securities" has the meaning stated in the first recital
of this Indenture and more particularly means any Debt Securities
authenticated and delivered under this Indenture, but does not
include any Coupons.

"Defaulted Interest" has the meaning specified in Section
307(c).

"Depositary" means with respect to the Debt Securities of any
series issuable or issued in whole or in part in the form of one or
more Global Securities, the Person designated as Depositary by the
Company pursuant to Section 301 until a successor Depositary shall
have become such pursuant to the applicable provisions of this

<PAGE> Exhibit 4(d)
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(11 of 111)

Indenture, and thereafter "Depositary" shall mean or include each
Person who is then a Depositary hereunder, and if at any time there
is more than one such Person, "Depositary" as used with respect to
the Debt Securities of any such series shall mean the Depositary
with respect to the Debt Securities of that series.

"Designated Currency" has the meaning specified in Section
311.

"Determination Notice" has the meaning specified in Section
1302(b).

"Discharged" has the meaning specified in Section 1502.

"Discount Security" means any Debt Security that is issued
with "original issue discount" within the meaning of Section
1273(a) of the Code and the regulations thereunder and any other
Debt Security designated by the Company as issued with original
issue discount for United States federal income tax purposes.

"Dollar" or "$" means such coin or currency of the United
States of America which at the time of payment is legal tender for
the payment of public and private debts.

"ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Communities.

"European Communities" means the European Economic Community,
the European Coal and Steel Community and the European Atomic
Energy Community.

"Event of Default" has the meaning specified in Section 501.

"Fixed Rate Security" means a Debt Security that provides for
the payment of interest at a fixed rate (excluding interest payable
pursuant to Section 1202 or 1302).

"Floating Rate Security" means a Debt Security that provides
for the payment of interest at a variable rate determined
periodically by reference to an interest rate index specified
pursuant to Section 301.

"Foreign Currency" means such coin or currency issued by the
government of a country other than the United States of America
which at the time of payment is legal tender in the country of
issuance for the payment of public and private debts, or a
composite coin or currency the value of which is determined by
reference to the values of the currencies of any group of
countries.

<PAGE> Exhibit 4(d)
------------
(12 of 111)

"Global Security" means a Registered or Bearer Security
evidencing all or a part of a series of Debt Securities, issued to
the Depositary for such series in accordance with Section 303, and
bearing the legend prescribed in Section 303(c).

"Holder" means, with respect to a Registered Security, the
Person in whose name such Registered Security is registered in the
Security Register and, with respect to a Bearer Security or a
Coupon, means the bearer thereof.

"Indebtedness" means, with respect to any person, (a) all
obligations of such Person for borrowed money (including, without
limitation, reimbursement and all other obligations with respect to
surety bonds, letters of credit and bankers' acceptances, whether
or not matured); (b) all obligations evidenced by notes, bonds,
debentures or similar instruments; (c) all obligations to pay for
the deferred purchase price of property or services except trade
accounts payable and accrued liabilities arising in the ordinary
course of business; (d) all indebtedness created or arising under
any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights
and remedies of the seller under such agreement in the event of
default are limited to repossession or sale of-such property); (e)
all obligations under leases which have been or should be, in
accordance with generally accepted accounting principles, recorded
as capital leases; and (f) all indebtedness secured by any Lien on
any property or asset owned or held by that Person regardless of
whether the indebtedness secured thereby shall have been assumed by
that Person or is non-recourse to the credit of that Person.

"Indenture" means this instrument as originally executed or
the context otherwise requires, as it may from time to time be
supplemented, amended or restated by or pursuant to one or more
indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and, unless the context otherwise
requires, shall include the terms of a particular series of Debt
Securities established as contemplated by Section 301.

The term "interest", when used with respect to a Discount
Security that by its terms bears interest only upon Maturity, means
interest payable upon Maturity and, when used with respect to a
Bearer Security, includes any additional interest payable on such
Bearer Security pursuant to Section 1202 or 1302.

"Interest Payment Date", with respect to any Debt Security,
means the Stated Maturity of an installment of interest on such
Debt Security.

<PAGE> Exhibit 4(d)
------------
(13 of 111)

"Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, charge or segregated deposit arrange-

ment, encumbrance, lien (statutory or other) or preference,
priority or other security interest or preferential arrangement of
any kind or nature whatsoever (including, without limitation, those
created by, arising under or evidenced by any conditional sale or
other title retention agreement or the filing of any financing
statement naming the owner of the asset to which such Lien shall
relate as debtor (other than in connection with a transaction in
which such asset shall have been leased by the named debtor) under
the Uniform Commercial Code or comparable law of any jurisdiction).

"Maturity", when used with respect to any Debt Security, means
the date on which the principal of such Debt Security or an
installment of principal (including any sinking fund installment)
becomes due and payable as therein or herein provided, whether at
the Stated Maturity or by declaration of acceleration, call for
redemption, repayment at the option of the Holder or otherwise.

"MCI Telecom" means MCI Telecommunications Corporation, a
Delaware corporation, a wholly-owned subsidiary of the Company.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the Vice Chairman of the Board, the
President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel to the
Company, who may be an employee of the Company or other counsel
acceptable to the Trustee, which is delivered to the Trustee.

"Outstanding" when used with respect to Debt Securities means,
as of the date of determination, all Debt Securities theretofore
authenticated and delivered under this Indenture, except:

(i) Debt Securities theretofore cancelled by the Trustee
or delivered to the Trustee for cancellation;

(ii) Debt Securities or portions thereof for whose
payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Debt Securities and any
Coupons appertaining thereto; provided, however, that if such
Debt Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and

<PAGE> Exhibit 4(d)
------------
(14 of 111)

(iii) Debt Securities that have been paid pursuant to
Section 306 or in exchange for or in lieu of which other Debt
Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Debt Securities in respect
of which there shall have been presented to the Trustee proof
satisfactory to it that such Debt Securities are held by a
bona fide purchaser in whose hands such Debt Securities are
valid obligations of the Company;

provided, however, that in determining whether the Holders of the
requisite principal amount of Debt Securities Outstanding have
given any Act hereunder, Debt Securities owned by the Company or
any other obligor upon the Debt Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such Act, only Debt
Securities that the Trustee knows to be so owned shall be so
disregarded. Debt Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Debt Securities and that the pledgee
is not the Company or any other obligor upon the Debt Securities or
any Affiliate of the Company or of such other obligor. In
determining whether the Holders of the requisite principal amount
of Outstanding Debt Securities have performed any Act hereunder,
the principal amount of a Discount Security that shall be deemed to
be Outstanding for such purpose shall be the amount of principal
thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 502 and the principal amount of a Debt
Security denominated in a Foreign Currency that shall be deemed to
be Outstanding for such purpose shall be the amount calculated
pursuant to Section 310(c).

"Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Debt
Securities or to pay Coupons on behalf of the Company.

"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, estate,
unincorporated organization or government or any agency or
political subdivision thereof.

"Place of Payment", when used with respect to the Debt
Securities of any series means the place or places where the
principal of (and premium, if any) and interest on the Debt
Securities of that series are payable as specified pursuant to
Section 301.

<PAGE> Exhibit 4(d)
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(15 of 111)

"Predecessor Security" of any particular Debt Security means
every previous Debt Security evidencing all or a portion of the
same debt as that evidenced by such particular Debt Security, and,
for the purposes of this definition, any Debt Security
authenticated and delivered under Section 306 in lieu of a lost,
destroyed or stolen Debt Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Debt Security.

"Redemption Date" means the date fixed for redemption of any
Debt Security pursuant to Section 301 of this Indenture.

"Redemption Price" means, unless otherwise specified pursuant
to Section 301, (i) with respect to a Discount Security, the amount
of principal thereof that would be due and payable as of the
Redemption Date upon declaration of acceleration of the Maturity
thereof pursuant to Section 502 and, (ii) in the case of any other
Debt Security, the principal amount thereof, plus, in each case,
premium, if any, and accrued and unpaid interest, if any, to the
Redemption Date.

"Registered Holder" means the Person in whose name a
Registered Security is registered in the Security Register.

"Registered Security" means any Debt Security registered as to
principal and interest in the Security Register.

"Regular Record Date" for any interest payable on the
Registered Securities of any series on an Interest Payment Date
means the date specified for that purpose pursuant to Section 301
for such Interest Payment Date.

"Responsible Officer" when used with respect to the Trustee
means any officer within the Corporate Trust Department (or any
successor department of the Trustee), including any Vice President,
any assistant secretary, a treasurer, any assistant treasurer, a
cashier, any assistant cashier, any senior trust officer, any trust
officer or assistant trust officer, a controller or any assistant
controller or any other officer within the Corporate Trust
Department of the Trustee customarily performing functions similar
to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter any
other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305(a).

<PAGE> Exhibit 4(d)
------------
(16 of 111)

"Six Month Period" has the meaning specified in Section 1701.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section
307(c).

"Stated Maturity", when used with respect to any Debt Security
or any installment of principal thereof (including any sinking fund
installment) or premium thereon or interest thereon, means the date
specified in such Debt Security or Coupon, if any, representing
such installment of interest, as the date on which the principal of
such Debt Security or such installment of principal, premium or
interest is due and payable.

"Subsidiary" means, with respect to any Person, (i) a
corporation of which shares of stock having ordinary voting power
(other than stock having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or
other managers of such corporation are at the time owned, or the
management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person and
(ii) any partnership of which such Person or any Subsidiary is a
general partner or any partnership more than 50% of the equity
interests of which are owned, directly or indirectly, by such
Person or by one or more other Subsidiaries, or by such Person and
one or more other Subsidiaries. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement
shall refer to a Subsidiary or Subsidiaries of the Company, and all
references to the corporate form of a Subsidiary shall be deemed,
in the case of any Subsidiary that shall be a partnership, to refer
to the partnership form thereof.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have
become such pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean or include each
Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the
Debt Securities of any series shall mean the Trustee with respect
to Debt Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this instrument was
executed, except as provided in Section 1105.

"United States" means the United States of America (including
the States thereof and the District of Columbia), its territories
and possessions and other areas subject to its jurisdiction.

<PAGE> Exhibit 4(d)
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(17 of 111)

"United States Alien" means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a
foreign estate or trust, or a foreign partnership.

"U.S. Government Obligations" has the meaning specified in
Section 1502.

"U.S. Person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in or under the laws of the United States, or an estate
or trust the income of which is subject to United States Federal
income taxation regardless of its source.

"Vice President" of any Person shall mean any vice president
of such Person whether or not designated by a number or word or
words added before or after the title "Vice President."

Section 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with
and an opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as
to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need
be furnished.

Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture shall
include:

(1) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the
definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or
not such covenant or condition has been complied with; and

<PAGE> Exhibit 4(d)
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(18 of 111)

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be
so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such
Person may certify or give an opinion as to such matters in one
or several documents.

Any certificate or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with
respect to the matters upon which his certificate or opinion is
based is erroneous. Any such certificate or opinion of Counsel
may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information-with respect
to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but
need not, be consolidated and form one instrument.

Section 104. Notices, etc. to Trustee and Company.

Any request, demand, authorization, direction, notice,
consent, waiver or other Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if made, given, furnished or
filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Administration, or

<PAGE> Exhibit 4(d)
------------
(19 of 111)

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-
class postage prepaid or airmail postage prepaid if sent
from outside the United States, to the Company addressed to
it at the address of its principal office specified in the
first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the
Company.

Any such Act or other document shall be in the English
language.

Section 105. Notices to Holders; Waiver.

Where this Indenture provides for notice to Holders of any
event, (1) such notice shall be sufficiently given to Registered
Holders (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid or airmail postage prepaid,
to such Registered Holders as their names and addresses appear in
the Security Register, within the time prescribed for such notice
and (2) such notice shall be sufficiently given to Holders of
Bearer Securities or Coupons if published on two separate Business
Days in an Authorized Newspaper or Newspapers in such Place or
Places of Payment specified pursuant to Section 301, the first such
publication to be not earlier than the earliest date and not later
than the latest date prescribed for the giving of such notice;
provided, however, that, in any case, any notice to Holders of
Floating Rate Securities regarding the determination of a periodic
rate of interest, if such notice is required pursuant to Section
301, shall be sufficiently given if given in the manner specified
pursuant to Section 301.

In the event of suspension of regular mail service or for any
other reason it shall be impracticable so to give such notice by
mail, then such notification as shall be given with the approval of
the Trustee shall constitute notice for every purpose hereunder.

In the event of suspension of publication of any Authorized
Newspapers or by reason of any other cause it shall be
impracticable so to give such notice by publication, then such
notification as shall be given with the approval of the Trustee
shall constitute sufficient notice for every purpose hereunder.

Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not

<PAGE> Exhibit 4(d)
------------
(20 of 111)

be a condition precedent to the validity of any action taken in
reliance on such waiver.

In any case where notice to Holders is given by mail, neither
the failure to mail such notice nor any defect in any notice so
mailed to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders, and any notice that is
mailed in the manner herein provided shall be conclusively presumed
to have been duly given. In any case where notice to Holders is
given by publication, any defect in any notice so published as to
any particular Holder shall not affect the sufficiency of such
notice with respect to other Holders, and any notice that is
published in the manner herein provided shall be conclusively
presumed to have been duly given. Any notice or waiver required or
permitted in accordance with this Section shall be in the English
language except that any published notice may be in the official
language of the country of publication.

Section 106. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with
another provision hereof that is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control.

Section 107. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the
construction hereof.

Section 108. Successors and Assigns.

All covenants and agreements in this Indenture by the parties
hereto shall bind their respective successors and assigns and inure
to the benefit of their permitted successors and assigns, whether
so expressed or not.

Section 109. Separability Clause.

In case any provision in this Indenture or in the Debt
Securities or Coupons shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 110. Benefits of Indenture.

Nothing in this Indenture or in the Debt Securities or
Coupons, express or implied, shall give to any Person, other than
the parties hereto and their respective successors hereunder, any
<PAGE> Exhibit 4(d)
------------
(21 of 111)

Paying Agent and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

Section 111. Governing Law.

This Indenture, the Debt Securities and Coupons shall be
deemed to be contracts made and to be performed entirely in the
State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of said State without regard
to the conflicts of law rules of said State.

Section 112. Legal Holidays.

Unless otherwise specified pursuant to Section 301, in any
case where any Interest Payment Date, Redemption Date or Maturity
of any Debt Security of any series shall not be a Business Day at
any Place of Payment for the Debt Securities of that series, then
(notwithstanding any other provision of this Indenture or of the
Debt Securities or Coupons) payment of principal (and premium, if
any) or interest need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such
Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated
Maturity, and no interest shall accrue on such payment for the
period from and after such Interest Payment Date, Redemption Date
or Maturity, as the case may be, to such Business Day if such
payment is made or duly provided for on such Business Day.

Section 113. No Security Interest Created.

Except as may be provided in Section 1001 and Section 1207,
nothing in this Indenture or in the Debt Securities or Coupons,
express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation,
as now or hereafter enacted and in effect in any jurisdiction where
property of the Company or its Subsidiaries is or may be located.

Section 114. Limitation of Individual Liability.

No recourse under or upon any obligation, covenant or
agreement contained in this Indenture or in any Debt Security or
Coupon, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the
Company or any successor corporation, either directly or through
the Company, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and
the obligations issued hereunder are solely corporate obligations,
<PAGE> Exhibit 4(d)
------------
(22 of 111)

and that no such personal liability whatever shall attach to, or is
or shall be incurred by, the incorporators, stockholders, officers
or directors, as such, of the Company or any successor corporation,
or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any Debt Security or
coupon or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in
equity or by constitution or statute, of and any and all such
rights and claims against, every such incorporator, stockholder,
officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of
obligations, covenants or agreements contained in this Indenture or
in any Debt Security or Coupon or implied therefrom, are hereby
expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance
of such Debt Security or Coupon.

ARTICLE TWO
DEBT SECURITY FORMS

Section 201. Forms Generally.

The Debt Securities and the Coupons, if any, of each series
shall be substantially in one of the forms established in or
pursuant to a Board Resolution and set forth in an Officers'
Certificate, or one or more indentures supplemental hereto, and
shall have such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Inden-

ture, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities
exchange on which any series of the Debt Securities may be listed
or of any automated quotation systems on which any such series may
be quoted, or to conform to usage, all as determined by the
officers executing such Debt Securities and Coupons as conclusively
evidenced by their execution of such Debt Securities and Coupons.
If the form of a series of Debt Securities is established in or
pursuant to a Board Resolution, a copy of such Board Resolution
shall be delivered to the Trustee at or prior to the delivery of
the Officers' Certificate setting forth the form of such series.

<PAGE> Exhibit 4(d)
------------
(23 of 111)

Unless otherwise provided pursuant to Section 301, the
following legend shall appear on each Bearer Security and Coupon
and, if any Bearer Security is evidenced by a book entry, the
following legend shall appear in the book or record in which the
book entry is made:

"Any United States person who holds this obligation will
be subject to limitations under the United States income
tax laws, including the limitations provided in sections
165(j) and 1287(a) of the Internal Revenue Code."

The definitive Debt Securities and Coupons, if any, of each
series shall be printed, lithographed or engraved or produced by
any combination of these methods on steel engraved borders or may
be produced in any other manner, provided that such manner is
permitted by the rules of any securities exchange on which such
series of Debt Securities may be listed or of any automated
quotation system on which such series may be quoted, all as
determined by the officers executing such Debt Securities and
Coupons, as conclusively evidenced by their execution of such Debt
Securities and Coupons.

Section 2.02 Form of Trustee's Certificate of Authentication.

The form of the Trustee's certificate of authentication to be
borne by the Debt Securities shall be substantially as follows:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities issued under the within-
mentioned Indenture.

Citibank, N.A., as Trustee

By............................
Authorized Signatory

Section 203. Form of Trustee's Certificate of Authentication by
an Authenticati ng Agent.

If at any time there shall be an Authenticating Agent
appointed with respect to any series of Debt Securities, then the
Trustee's Certificate of Authentication by such Authenticating
Agent to be borne by Debt Securities of each such series shall be
substantially as follows:

<PAGE> Exhibit 4(d)
------------
(24 of 111)

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities issued under the within-
mentioned Indenture.

Citibank, N.A., as Trustee

By............................
Authenticating Agent

By............................
Authorized Officer

ARTICLE THREE

THE DEBT SECURITIES

Section 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Debt Securities that may be
authenticated and delivered under this Indenture is unlimited.

The Debt Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or
more indentures supplemental hereto:

(1) the title of the Debt Securities of the series
(which shall distinguish the Debt Securities of the series
from all other Debt Securities);

(2) the limit, if any, upon the aggregate principal
amount of the Debt Securities of the series that may be
authenticated and delivered under this Indenture (except for
Debt Securities authenticated and delivered upon transfer of,
or in exchange for, or in lieu of, other Debt Securities of
such series pursuant to Section 304, 305, 306, 1106 or 1308);

(3) the dates on which or periods during which Debt
Securities of the series may be issued, and the dates on, or
the range of dates within, which the principal of (and
premium, if any, on) the Debt Securities of such series are or
may be payable;
<PAGE> Exhibit 4(d)
------------
(25 of 111)

(4) the rate or rates or the method or methods of
determination thereof at which the Debt Securities of the
series shall bear interest, if any, the date or dates from
which such interest shall accrue, the Interest Payment Dates
on which such interest shall be payable, and, in the case of
Registered Securities, the Regular Record Date for the
interest payable on any Interest Payment Dates;

(5) the places, if any, in addition to or instead of the
Corporate Trust Office of the Trustee (in the case of
Registered Securities) or an office of the Trustee outside of
the United States to be specified (in the case of Bearer
Securities), where the principal of (and premium, if any) and
interest on Debt Securities of the series shall be payable;

(6) the obligation, if any, of the Company to redeem or
purchase Debt Securities of the series pursuant to any sinking
fund or analogous provisions or at the option of a Holder and
the periods within which or the dates on which, the prices at
which and the terms and conditions upon which Debt Securities
of the series shall be redeemed or repurchased, in whole or in
part, pursuant to such obligation;

(7) the periods within which or the dates on which, the
prices at which and the terms and conditions upon which Debt
Securities of the series may be redeemed, if any, in whole or
in part, at the option of the Company;

(8) if other than denominations of $1,000 or integral
multiples thereof, the denominations in which individual Debt
Securities of the series shall be issuable;

(9) whether the Debt Securities of the series are to be
issued as Discount Securities and the amount of discount with
which such Debt Securities may be issued;

(10) provisions, if any, for the defeasance of Debt
Securities of the series;

(11) whether the Debt Securities of the series are to be
issued in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary for such Global
Security or Securities and the terms and conditions, if any,
upon which interests in such Global Security or Securities may
be exchanged, in whole or in part, for the individual Debt
Securities represented thereby;

(12) whether Debt Securities of the series are to be
issued as Registered Securities or Bearer Securities or both,
and, if Bearer Securities are issued, whether Coupons will be
<PAGE> Exhibit 4(d)
------------
(26 of 111)

attached thereto, whether Bearer securities of the series may
be exchanged for Registered Securities of the series and the
circumstances under which and the places at which any such
exchanges, if permitted, may be made;

(13) if any Debt Securities of the series are to be
issued as Bearer Securities or as one or more Global
Securities representing individual Bearer Securities of the
series, (w) the legend that such Bearer Securities and any
Coupons attached thereto must bear, the administrative and
other procedures that must be followed in order for the Bearer
Securities and any Coupons attached thereto to be issued under
arrangements reasonably designed to ensure that they are sold
or resold in connection with their original issuance only to
a person who is not a United States Person or who is a United
States Person that is a financial institution (as defined in
U.S. Treas. Reg. Sec. 1.165-12(c)(1)(v)) purchasing for its
own account or for the account of a customer and that agrees
to comply with the requirements of section 165(j)(3)(A), (B),
or (C) of the Code and the regulations thereunder (including
without limitation the procedures and other requirements
necessary to satisfy the conditions set forth in section
163(f)(2)(B) of the Code), and any other requirements that
must be complied with in order to avoid the disallowance of an
interest deduction by the Company with respect to interest
paid on the Bearer Securities or Coupons, the imposition of an
excise tax on the Company with respect to the Bearer
Securities or Coupons, or the disallowance from exemption from
withholding tax on interest paid on the Bearer Securities or
Coupons; (x) whether the provisions of Sections 1202 and 1302
or other provisions for payments of additional interest or tax
redemptions shall apply and, if other provisions shall apply,
such other provisions; (y) whether interest in respect of any
portion of a temporary Bearer Security of the series
(delivered pursuant to Section 304) payable in respect of any
Interest Payment Date prior to the exchange of such temporary
Bearer Security for definitive Bearer Securities of the series
shall be paid to any clearing organization with respect to the
portion of such temporary Bearer Security held for its account
and, in such event, the terms and conditions (including any
certification requirements) upon which any such interest
payment received by a clearing organization will be credited
to the Persons entitled to interest payable on such Interest
Payment Date; and (z) the terms upon which a temporary Bearer
Security may be exchanged for one or more definitive Bearer
Securities of the series;

(14) if other than Dollars, the Currency in which Debt
Securities of the series shall be denominated or in which
payment of the principal of (and premium, if any) and interest
<PAGE> Exhibit 4(d)
------------
(27 of 111)

on Debt Securities of the series may be made and any other
terms concerning such payment;

(15) if the principal of (and premium, if any) or
interest on Debt Securities of the series are to be payable,
at the election of the Company or a Holder thereof, in a
Currency other than that in which the Debt Securities are
denominated or payable without such election, the periods
within which and the terms and conditions upon which such
election may be made and the time and the manner of deter-

mining the exchange rate between the Currency in which the
Debt Securities are denominated or payable without such
election and the Currency in which the Debt Securities are to
be paid if such election is made;

(16) if the amount of payments of principal of (and
premium, if any) or interest on the Debt Securities of the
series may be determined with reference to an index including,
but not limited to, an index based on a Currency or currencies
other than that in which the Debt Securities are payable, the
manner in which such amounts shall be determined;

(17) any additional Events of Default or restrictive
covenants provided for with respect to Debt Securities of the
series;

(18) the attachment, if any, of warrants to purchase
Debt Securities or any other rights to purchase other
securities of the Company or of any other Person; and

(19) any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture).

All Debt Securities of any one series and the Coupons, if any,
appertaining thereto shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant
to such Board Resolution and set forth in such Officers'
Certificate or in any such indenture supplemental hereto. All Debt
Securities of any one series need not be issued at the same time,
and unless otherwise provided in or pursuant to such Board
Resolution and set forth in an Officers' Certificate or in any
indenture supplemental hereto, a series may be reopened for
issuances of additional Debt Securities of such series or to
establish additional terms of such series of Debt Securities.

If any of the terms of a series of Debt Securities is
established pursuant to a Board Resolution, a copy of such Board
Resolution shall be delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of
the series.
<PAGE> Exhibit 4(d)
------------
(28 of 111)

Section 302. Denominations.

In the absence of any specification pursuant to Section 301
with respect to Debt Securities of any series, the Debt Securities
of such series shall be issuable only as Registered Securities in
denominations of $1,000 or integral multiples thereof and shall be
payable only in Dollars.

Section 303. Execution, Authentication, Delivery, and
Dating.

(a) The Debt Securities and the Coupons, if any, of any
series shall be executed on behalf of the Company by its Chairman,
a Vice Chairman, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon and attested by its Secretary
or one of its Assistant Secretaries. The signature of any of these
officers may be manual or facsimile.

Debt Securities and Coupons bearing the manual or facsimile
signatures of individuals who were at any time the proper officers
of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Debt Securities and
Coupons or did not hold such offices at the date of such Debt
Securities or Coupons.

(b) At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt
Securities, with appropriate Coupons, if any, of any series,
executed by the Company, to the Trustee for authentication,
together with a Company order for the authentication and delivery
of such Debt Securities and Coupons and the Trustee in accordance
with the Company Order shall authenticate and deliver such Debt
Securities and Coupons; provided, however, that in connection, with
its original issuance, a Bearer Security (and Coupons, if any) of
any series may be delivered only outside the United States and only
if the Trustee shall have received from the person entitled to
delivery (pursuant to the Company's instruction) of such Bearer
Security or Coupons the certificate described in Section 312. The
Trustee shall be entitled to receive, prior to the authentication
and delivery of the first Debt Securities and Coupons, if any, of
such series, the supplemental indenture or the Board Resolution by
or pursuant to which the form and terms of such Debt Securities and
Coupons have been approved, an Officers' Certificate as to the
absence of any event that is, or after notice or lapse of time or
both would become, an Event of Default and an opinion of Counsel
stating that:

<PAGE> Exhibit 4(d)
------------
(29 of 111)

(1) all instruments furnished by the Company to the
Trustee in connection with the authentication and delivery of
such Debt Securities and Coupons conform to the requirements
of this Indenture and constitute sufficient authority
hereunder for the Trustee to authenticate and deliver such
Debt Securities and Coupons;

(2) the forms and terms of such Debt Securities and
Coupons have been established in conformity with the
provisions of this Indenture;

(3) in the event that the forms or terms of such Debt
Securities and Coupons have been established in a supplemental
indenture, the execution and delivery of such supplemental
indenture has been duly authorized by all necessary corporate
action of the Company, such supplemental indenture has been
duly executed and delivered by the Company and, assuming due
authorization, execution and delivery by the Trustee, is a
valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and subject, as to enforceability,
to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and
subject to such other exceptions as counsel shall request and
as to which the Trustee shall reasonably not object; and

(4) the execution and delivery of such Debt Securities
and Coupons have been duly authorized by all necessary
corporate action of the Company and such Debt Securities and
Coupons have been duly executed by the Company and, assuming
due authentication by the Trustee and delivery by the Company,
are valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, entitled
to the benefit of the Indenture, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors'
rights generally and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law) and subject to
such other exceptions as counsel shall request and as to which
the Trustee shall not reasonably object.

If all of the Debt Securities of a series are not to be
originally issued at the same time, then the documents required to
be delivered pursuant to this Section 303(b) must be delivered only
once, prior to the authentication and delivery of the first Debt
Security of such series; provided, however, that any subsequent
request by the Company to the Trustee to authenticate Debt
Securities of such series upon original issuance shall constitute
a representation and warranty by the Company that, as of the date
<PAGE> Exhibit 4(d)
------------
(30 of 111)

of such request, the statements made in the Officers' Certificate
delivered pursuant to this Section 303(b) shall be true and correct
as if made on such date.

(c) If the Company shall establish pursuant to Section 301
that the Debt Securities of a series are to be issued in whole or
in part in the form of one or more Global Securities, then the
Company shall execute and the Trustee shall authenticate and
deliver one or more Global Securities that (i) shall represent an
aggregate amount equal to the aggregate principal amount of the
Outstanding Debt Securities of such series to be represented by one
or more Global Securities, (ii) shall be registered, if in
registered form, in the name of the Depositary for such Global
Security or Securities or the nominee of such Depositary, (iii)
shall be delivered by the Trustee to such Depositary or pursuant to
such Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is
exchanged in whole or in part for the individual Debt Securities
represented hereby, this Global Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by any such Depositary or any such
nominee to a successor Depositary or a nominee of such successor
Depositary."

(d) If required by the applicable provisions of the
Securities Exchange Act of 1934, as amended, each Depositary
designated pursuant to Section 301 for a Global Security in
registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency
registered under such Act and any other applicable statute or
regulation.

(e) The Trustee shall not be required to authenticate any
Debt Securities if the issuance of such Debt Securities pursuant to
this Indenture will adversely affect the Trustee's own rights,
duties or immunities under this Indenture. Without limiting the
generality of the foregoing, the Trustee shall not be required to
authenticate Debt Securities denominated in a Foreign Currency, if
the Trustee reasonably believes that it will be unable to perform
its duties with respect to such Debt Securities.

(f) Each Debt Security shall be dated the date of its
authentication, except as otherwise provided pursuant to Section
301 with respect to the Debt Securities of any series.

(g) No Debt Security or Coupon appertaining thereto shall be
entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Debt
Security a certificate of authentication substantially in one of
<PAGE> Exhibit 4(d)
------------
(31 of 111)

the forms provided for herein duly executed by the Trustee or by an
Authenticating Agent by manual signature of one of its authorized
officers, and such certificate upon any Debt Security shall be
conclusive evidence, and the only evidence, that such Debt Security
(and any Coupons appertaining thereto) has been duly authenticated
and delivered hereunder and is entitled to the benefits of this
Indenture. Except as permitted by Section 305, 306 or 307, the
Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant Coupons then matured have been detached and
cancelled.

Section 304. Temporary Debt Securities.

Pending the preparation of definitive Debt Securities of any
series, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Debt Securities that are
printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the
tenor of the definitive Debt Securities in lieu of which they are
issued, in registered form or, if authorized, in bearer form with
one or more Coupons or without Coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the
officers executing such Debt Securities and Coupons, if any, may
determine, as conclusively evidenced by their execution of such
Debt Securities and Coupons. Any such temporary Debt Security may
be in global form, representing all or a portion of the outstanding
Debt Securities of such series. Every such temporary Debt Security
shall be executed by the Company and shall be authenticated and
delivered by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the
definitive Debt Security or Securities in lieu of which it is
issued.

If temporary Debt Securities of any series are issued, the
Company will cause definitive Debt Securities of such series to be
prepared without unreasonable delay. Except as otherwise specified
as contemplated by Section 301(13)(z) with respect to a series of
Debt Securities issuable as Bearer securities of the series, (a)
after the preparation of definitive Debt Securities of such series,
the temporary Debt Securities of such series shall be exchangeable
for definitive Debt Securities of such series of like tenor upon
surrender of the temporary Debt Securities of such series at the
office or agency of the Company in a Place of Payment for such
series, without charge to the Holder except as provided in Section
305 in connection with a transfer and except that a Person
receiving definitive Bearer Securities shall bear the cost of
insurance, postage, transportation and the like unless otherwise
specified pursuant to Section 301, and (b) upon surrender or
cancellation of any one or more temporary Debt Securities of any
series (accompanied by any unmatured Coupons appertaining thereto),
<PAGE> Exhibit 4(d)
------------
(32 of 111)

the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive
Debt Securities of the same series of authorized denominations and
of like tenor; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered
Security; provided further that delivery of a Global Security
representing individual Bearer Securities or a Bearer Security
shall occur only outside the United States; and provided further
that no Global Security representing individual Bearer Securities
and no Bearer Security shall be delivered in exchange for a
temporary Debt Security unless the Trustee shall have received the
certificate described in Section 312 from the person entitled to
receive such Global Security or definitive Bearer Security. Until
so exchanged, temporary Debt Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as
definitive Debt Securities of such series, except as otherwise
specified as contemplated by Section 301(13)(y) with respect to the
payment of interest on Global Securities in temporary form.

Unless otherwise specified pursuant to Section 301, the
Company will execute and deliver each definitive Global Security
representing individual Bearer Securities and each Bearer Security
to the Trustee at an office of the Trustee outside of the United
States to be specified or such other place outside the United
States specified pursuant to Section 301.

Upon any exchange of a portion of a temporary Global Security
for a definitive Global Security or for the individual Debt
Securities represented thereby pursuant to this Section 304 or
Section 305, the temporary Global Security shall be endorsed by the
Trustee to reflect the reduction of the principal amount evidenced
thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount so
exchanged and endorsed.

Section 305. Registration; Registration of Transfer
and Exchange.

(a) The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register for each series of Registered
Securities (the registers maintained in such office and in any
other office or agency of the Company in a Place of Payment being
herein sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of
Registered Securities and of the transfers and exchanges of
Registered Securities. The Trustee is hereby appointed "Security
Registrar" for the purpose of registering Registered Securities and
registering transfers and exchanges of Registered Securities as
provided herein; provided, however, that the Company may appoint
<PAGE> Exhibit 4(d)
------------
(33 of 111)

co-Security Registrars. Such Security Register shall be in written
form or in any other form capable of being converted into written
form within a reasonable period of time. At all reasonable times
the Security Register shall be open for inspection by the Company.

Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company
maintained for such purpose, the Company shall execute, and the
Trustee or Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee, one or more new Registered
Securities of the same series of any authorized denomination or
denominations, of like tenor and aggregate principal amount. In no
event may Registered Securities, including Registered Securities
received in exchange for Bearer Securities, be exchanged for Bearer
Securities.

Notwithstanding any other provision of this Section, unless
and until it is exchanged in whole or in part for the individual
Debt Securities represented thereby, a Global Security representing
all or a portion of the Debt Securities of a series may not be
transferred except as a whole by the Depositary for such series to
a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary for such
series or by such Depositary or any such nominee to a successor
Depositary for such series or a nominee of such successor
Depositary.

At the option of the Holder, Registered Securities of any
series (other than a Global Security, except as set forth below)
may be exchanged for other Registered Securities of the same series
of any authorized denomination or denominations, of a like tenor
and aggregate principal amount, upon surrender of the Registered
Securities to be exchanged at the office or agency of the Company
maintained for such purpose.

At the option of the Holder, except as otherwise specified as
contemplated by Subsections 301(11) and (13) with respect to a
Global Security representing Bearer Securities, Bearer Securities
of any series may be exchanged for Registered Securities (if the
Debt Securities of such series are issuable as Registered
Securities) or Bearer Securities of the same series, of any
authorized denomination or denominations, of like tenor and
aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at the office or agency of the Company maintained
for such purpose, with all unmatured Coupons and all matured
Coupons in default thereto appertaining; provided, however, that
delivery of a Bearer Security shall occur only outside the United
States and only if the Trustee shall have received from the person
entitled to delivery thereof (pursuant to the Company's
instruction) the certificate described in Section 312. If the
<PAGE> Exhibit 4(d)
------------
(34 of 111)

Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such
exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company and the Trustee in an
amount equal to the face amount of such missing Coupon or Coupons,
or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing
Coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in
Section 307, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an office or
agency located outside the United States.

Whenever any Debt Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and
deliver, the Debt Securities that the Holder making the exchange is
entitled to receive.

Notwithstanding the foregoing, the exchange of Bearer
Securities for Registered Securities will be subject to the
provisions of United States income tax laws and regulations
applicable to Debt Securities in effect at the time of such
exchange.

(b) If at any time the Depositary for the Debt Securities of
a series notifies the Company that it is unwilling or unable to
continue as Depositary for the Debt Securities of such series or if
at any time the Depositary for the Debt Securities of such series
shall no longer be eligible under Section 303(d), the Company shall
appoint a successor Depositary with respect to the Debt Securities
of such series. If a successor Depositary for the Debt Securities
of such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to Section 301(11)
shall no longer be effective with respect to the Debt Securities of
such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and
deliver, without service charge, Debt Securities of such series in
definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

The Company may at any time and in its sole discretion
determine that the Debt Securities of any series issued in the form
of one or more Global Securities shall no longer be represented by
<PAGE> Exhibit 4(d)
------------
(35 of 111)

such Global Security or Securities. In such event the Company will
execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, without service charge,
individual Debt Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange
for such Global Security or Securities.

If specified by the Company pursuant to Section 301 with
respect to a series of Debt Securities, the Depositary for such
series of Debt Securities may surrender a Global Security for such
series of Debt Securities in exchange in whole or in part for Debt
Securities of such series in definitive form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,

(i) to each Person specified by such Depositary a new
Debt Security or Securities of the same series, of any
authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Global Security; and

(ii) to such Depositary, a new Global Security in a
denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the
aggregate principal amount of Debt Securities delivered to
Holders thereof.

In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will
authenticate and deliver Debt Securities (A) in definitive
registered form in authorized denominations, if the Debt Securities
of such series are issuable as Registered Securities, (B) in
definitive bearer form in authorized denominations, with Coupons
attached, if the Debt Securities of such series are issuable as
Bearer Securities or (C) as either Registered or Bearer
Securities, if the Debt Securities of such series are issuable in
either form; provided, however, that, in addition to such other
requirements as may be specified pursuant to Section 301, a
definitive Bearer Security shall be delivered in exchange for a
Global Security only outside the United States and only if the
Trustee shall have received from the person entitled to receive the
definitive Bearer Security a certificate, substantially in the form
set forth in Exhibit A hereto.

Upon the exchange of a Global Security for Debt Securities in
definitive form, such Global Security shall be cancelled by the
Trustee. Registered Securities issued in exchange for a Global
<PAGE> Exhibit 4(d)
------------
(36 of 111)

Security pursuant to this Section shall be registered in such names
and in such authorized denominations as the Depositary, for such
Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Registered Securities to the persons
in whose names such Debt Securities are so registered. The Trustee
shall deliver individual Bearer Securities issued in exchange for
a Global Security pursuant to this Section to the persons, and in
such authorized denominations, as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee; provided,
however, that, in addition to such other requirements as may be
specified pursuant to Section 301, individual Bearer Securities
shall be delivered in exchange for a Global Security only outside
the United States and only if the Trustee shall have received from
the person entitled to receive the definitive Bearer Security the
certificate described in Section 312.

Notwithstanding the foregoing, the exchange of Bearer
Securities for Registered Securities will be subject to the
provisions of the United States income tax laws and regulations
applicable to Debt Securities in effect at the time of the
exchange.

(c) All Debt Securities issued upon any transfer or exchange
of Debt Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Debt Securities surrendered upon such
registration of transfer or exchange.

Every Registered Security presented or surrendered for
registration of transfer or for exchange shall (if so required by
the Company, the Security Registrar or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Company, the Security Registrar and the
Trustee duly executed, by the Holder thereof or his attorney duly
authorized in writing.

No service charge shall be made for any transfer or exchange
of Debt Securities except as provided in Section 304 or 306. The
Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with
any registration, transfer or exchange of Debt Securities, other
than those expressly provided in this Indenture to be made at the
Company's own expense or without expense or without charge to
Holders.

In the event of any redemption in part, the Company shall not
be required to: (i) issue, register the transfer of or exchange,
Securities of any series during a period beginning at the opening
<PAGE> Exhibit 4(d)
------------
(37 of 111)

of business 15 days before any selection of Securities of that
series to be redeemed and ending at the close of business on (a) if
Securities of the series are issuable only as Registered
Securities, the day of mailing of the relevant notice of redemption
and (b) if Securities of the series are issuable only as Bearer
Securities, the day of the first publication of the relevant notice
of redemption or (c) if Securities of the series are issuable as
Registered Securities and Bearer Securities, the day of first
publication of the relevant notice of redemption, or if there is no
publication of the relevant notice of redemption, the day of
mailing of the relevant notice of redemption; (ii) register the
transfer of or exchange any Registered Security, or portion
thereof, called for redemption, except the unredeemed portion of
any Registered Security being redeemed in part; or (iii) exchange
any Bearer Security called for redemption; provided, however, that,
if specified pursuant to Section 301, any Bearer Securities of any
series that are exchangeable for Registered Securities and that are
called for redemption pursuant to Section 1302 may, to the extent
permitted by applicable law, be exchanged for one or more
Registered Securities of such series during the period preceding
the Redemption Date.

Section 306. Mutilated, Destroyed, Lost and Stolen
Debt Securities.

If (i) any mutilated Debt Security or any mutilated Coupon
with the Coupon Security to which it appertains (and all unmatured
Coupons attached thereto) is surrendered to the Trustee at its
Corporate Trust Office (in the case of Registered Securities) or at
an office of the Trustee outside the United States specified
pursuant to Section 301 (in the case of Bearer Securities), or (ii)
the Company and the Trustee receive evidence to their satisfaction
of the destruction, loss or theft of any Debt Security or any
Coupon, and there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of
them and any Paying Agent harmless, then, in the absence of notice
to the Company or the Trustee that such Debt Security or Coupon has
been acquired by a bona fide purchaser, the Company shall execute
and upon a Company Request, the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Debt Security or in exchange for the
Coupon Security to which such mutilated, destroyed, lost or stolen
Coupon appertained, a new Debt Security of the same series of like
tenor, form, terms and principal amount, bearing a number not
contemporaneously Outstanding, and, in the case of a Coupon
security, with such Coupons attached thereto such that neither gain
nor loss in interest shall result from such exchange or
substitution.

<PAGE> Exhibit 4(d)
------------
(38 of 111)

In case any such mutilated, destroyed, lost or stolen Debt
Security or Coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a
new Debt Security, pay such Debt Security or Coupon, provided,
however, that payment of principal of (and premium, if any) and any
interest on Bearer Securities or payment of Coupons shall, except
as otherwise provided in Section 307, be payable only at an office
or agency located outside the United States.

Upon the issuance of any new Debt Security or coupon under
this Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may
be imposed in respect thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. Every new
Debt Security of any series, with its Coupons, if any, issued
pursuant to this Section shall constitute an original additional
contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security or Coupon shall at any time
be enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all
other Debt Securities of that series and their Coupons, if any,
duly issued hereunder.

The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost
or stolen Debt Securities or Coupons.

Section 307. Payment of Interest; Interest Rights
Preserved.

(a) Interest on any Registered Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Registered
Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest
notwithstanding the cancellation of such Registered Security upon
any transfer or exchange subsequent to the Regular Record Date. In
case a Coupon Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on
any Regular Record Date and before the opening of business (at such
office or agency) on the next succeeding Interest Payment Date,
such Coupon Security shall be surrendered without the Coupon
relating to such Interest Payment Date and interest will not be
payable on such Interest Payment Date in respect of the Registered
security issued in exchange for such Coupon Security,' but will be
payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture. Payment of interest on any
<PAGE> Exhibit 4(d)
------------
(39 of 111)

Registered Security shall be made at the Corporate Trust Office
(except as otherwise specified pursuant to Section 301) or, at the
option of the Company, by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register or, if provided pursuant to Section 301 and in accordance
with arrangements satisfactory to the Trustee, at the option of the
Registered Holder by wire transfer to an account designated by such
Registered Holder.

(b) Interest on any Coupon Security that is payable and is
punctually paid or duly provided for on any Interest Payment Date
shall be paid to the Holder of the Coupon that has matured on such
Interest Payment Date upon surrender of such Coupon on such
Interest Payment Date at an office of the Trustee outside of the
United States to be specified or at such other Place of Payment
outside the United States specified pursuant to Section 301.

Interest on any Bearer Security (other than a Coupon Security)
that is payable and is punctually paid or duly provided for on any
Interest Payment Date shall be paid to the Holder of the Bearer
Security upon presentation of such Bearer Security and notation
thereon on such Interest Payment Date at an office of the Trustee
outside of the United States to be specified or at such other Place
of Payment outside the United States specified pursuant to Section
301.

Unless otherwise specified pursuant to Section 301, at the
direction of the Holder of any Bearer Security or Coupon payable in
Dollars, and subject to applicable laws and regulations, payments
in respect of such Bearer Security or Coupon will be made by check
drawn on a bank in The City of New York or, in accordance with
arrangements satisfactory to the Trustee, by wire transfer to a
Dollar account maintained by such Holder with a bank outside the
United States. If such payment at the offices of all Paying Agents
outside the United States becomes illegal or is effectively
precluded because of imposition of exchange controls or similar
restrictions on the full payment or receipt of such amounts in
Dollars, the Company will appoint an office or agent in the United
States at which such payment may be made. Unless otherwise
specified pursuant to Section 301, at the direction of the Holder
of any Bearer Security or Coupon payable in a Foreign Currency,
payment on such Bearer Security or Coupon will be made by check
drawn on a bank outside the United States or, in accordance with
arrangements satisfactory to the Trustee, by wire transfer to an
appropriate account maintained by such Holder outside the United
States. Except as provided in this paragraph, no payment on any
Bearer Security or Coupon will be made by mail to an address in the
United States or by wire transfer to an account maintained by the
Holder thereof in the United States.

<PAGE> Exhibit 4(d)
------------
(40 of 111)

(c) Any interest on any Debt Security that is payable but is
not punctually paid or duly provided for on any Interest Payment
Date (herein called "Defaulted Interest") shall, if such Debt
Security is a Registered Security, forthwith cease to be payable to
the Registered Holder on the relevant Regular Record Date by virtue
of his having been such a Registered Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case,
as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the
Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of
business on a special record date for the payment of such
Defaulted Interest (a "Special Record Date"), which shall be
fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Registered Security of such series
and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the
Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to
the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following
Clause (2). In case a Coupon Security of any series is
surrendered in exchange for a Registered Security of such
series after the close of business (at the office or agency in
a Place of Payment for such series) on any Special Record Date
and before the opening of business (at such office or agency)
<PAGE> Exhibit 4(d)
------------
(41 of 111)

on the related proposed date for payment of Defaulted
Interest, such Coupon Security shall be surrendered without
the Coupon or Coupons relating to such Defaulted Interest and
Defaulted Interest will not be payable on such proposed date
of payment in respect of the Registered Security issued in
exchange for such Coupon Security, but will be payable only to
the Holder of such Coupon or Coupons when due in accordance
with the provisions of this Indenture.

(2) The Company may make payment of any Defaulted
Interest on the Registered Securities of any series in any
other lawful manner not inconsistent with the requirements of
any securities exchange on which the Registered Securities may
be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this Clause, such manner
of payment shall be deemed practicable by the Trustee.

(d) Any Defaulted Interest payable in respect of Bearer
Securities of any series shall be payable pursuant to such
procedures as may be satisfactory to the Trustee in such manner
that there is no discrimination between the Holders of Registered
Securities (if any) and Bearer Securities of such series, and
notice of the payment date therefor shall be given by the Trustee,
in the name and at the expense of the Company, in the manner
provided in Section 105 not more than 25 days and not less than 20
days prior to the date of the proposed payment.

(e) Subject to the foregoing provisions of this Section, each
Debt Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Debt
Security shall carry the rights to interest accrued and unpaid, and
to accrue, that were carried by such other Debt Security.

Section 308. Cancellation.

Unless otherwise provided with respect to any series of Debt
Securities, all Debt Securities and Coupons surrendered for
payment, redemption, registration, transfer, exchange or credit
against any sinking fund and all Coupons surrendered for payment or
exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Debt Securities or Coupons previously
authenticated and delivered hereunder that the Company may have
acquired in any manner whatsoever, and all Debt Securities and
Coupons so delivered shall be promptly cancelled by the Trustee.
No Debt Securities or Coupons shall be authenticated in lieu of or
in exchange for any Debt Securities or Coupons cancelled as
provided in this Section, except as expressly permitted by the form
<PAGE> Exhibit 4(d)
------------
(42 of 111)

of Debt Securities of any series or pursuant to the terms of this
Indenture. All cancelled Debt Securities and Coupons held by the
Trustee shall be destroyed and certification of their destruction
delivered to the Company unless, prior to such destruction, the
Company shall, by a Company Order, direct that the cancelled Debt
Securities and Coupons be returned to it. The acquisition of any
Debt Securities or Coupons by the Company shall not operate as a
redemption or satisfaction of the indebtedness represented thereby
unless and until such Debt Securities or Coupons are surrendered to
the Trustee for cancellation.

Section 309. Computation of Interest.

Except as otherwise specified as contemplated by Section 301
for Debt Securities of any series, interest on the Debt Securities
of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

Section 310. Currency of Payments.

(a) Except as otherwise specified pursuant to Section 301 for
Bearer Securities of any series, payment of the principal of (and
premium, if any) and interest on Bearer Securities of such series
denominated in any Currency will be made in such Currency.

(b) Except as otherwise specified pursuant to Section 301 for
Registered Securities of any series, payment of the principal (and
premium, if any) and interest on Registered Securities of such
series will be made in Dollars.

(c) Except as otherwise specified pursuant to Section 301,
(i) for purposes of any provision of the Indenture where the
Holders of Outstanding Debt Securities may perform an Act that
requires that a specified percentage of the Outstanding Debt
Securities of all series perform such Act, the principal of the
Outstanding Debt Securities denominated in a Foreign Currency will
be the amount in Dollars based upon exchange rates determined as
specified pursuant to Section 301 for Debt Securities of such
series, as of the respective dates of original issuance of such
Debt Securities; and (ii) for the purposes of any decision or
determination by the Trustee of amounts due and unpaid for the
principal of (and premium, if any) and interest on the Debt
Securities of all series in respect of which moneys are to be
disbursed ratably, the principal of (and premium, if any) and
interest on the outstanding Debt Securities denominated in a
Foreign Currency will be the amount in Dollars based upon exchange
rates, determined as specified pursuant to Section 301 for Debt
Securities of such series, as of the date of such decision or
determination by the Trustee, as the case may be.

<PAGE> Exhibit 4(d)
------------
(43 of 111)

(d) Any decision or determination to be made regarding
exchange rates shall be made by an agent appointed by the Company;
provided that such agent shall accept such appointment in writing
and the terms of such appointment shall be reasonably acceptable to
the Trustee and shall, in the reasonable opinion of the Company and
the Trustee at the time of such appointment, require such agent to
make such determination by a method consistent with the method
provided pursuant to Section 301 for the making of such decision or
determination. All decisions and determinations of such agent
regarding exchange rates shall be in its sole discretion and shall,
in the absence of manifest error, be conclusive for all purposes
and irrevocably binding upon the Company, the Trustee and all
Holders of the Debt Securities.

Section 311. Certain Discharges of Obligations.

The Company may provide, pursuant to Section 301, for the Debt
Securities of any series, that (a) the obligation, if any, of the
Company to pay the principal of (and premium, if any) and interest
on the Debt Securities of any series in a Foreign Currency or
Dollars (the "Designated Currency") as may be specified pursuant to
Section 301 is of the essence and agrees that, to the fullest
extent possible under applicable law, judgments in respect of such
Debt Securities shall be given in the Designated Currency; (b) the
obligation of the Company to make payments in the Designated
Currency of the principal of (and premium, if any) and interest on
such Debt Securities and any appurtenant Coupons shall,
notwithstanding any payment in any other Currency (whether pursuant
to a judgment or otherwise), be discharged only to the extent of
the amount in the Designated Currency that the Holder receiving
such payment may, in accordance with normal banking procedures,
purchase with the sum paid in such other Currency (after any
premium and cost of exchange) on the Business Day in the country of
issue of the Designated Currency (in the case of a Currency other
than a composite currency) or in the international banking
community (in the case of a composite currency) on the date on
which such payment is made or on the next succeeding Business Day
in the event such payment is made on a day which is not a Business
Day; (c) if the amount in the Designated Currency that may be so
purchased for any reason falls short of the amount originally due,
the Company shall pay such additional amounts as may be necessary
to compensate for such shortfall; and (d) any obligation of the
Company not discharged by such Payment shall be due as a separate
and independent obligation and, until discharged as provided
herein, shall continue in full force and effect.

<PAGE> Exhibit 4(d)
------------
(44 of 111)

Section 312. Certification by a Person Entitled to
Delivery of a Bearer Security.

Whenever any provision of this Indenture or a Debt Security
contemplates that certification be given by a Person entitled to
delivery of a Bearer Security, such certification shall be provided
substantially in the form of Exhibit A hereto, with only such
changes as shall be approved by the Company.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.

This Indenture, with respect to the Debt Securities of any
series (if all series issued under this Indenture are not to be
affected), shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of
transfer or exchange of Debt Securities herein expressly provided
for and rights to receive payments of principal of (and premium, if
any) and interest on such Debt Securities and any right to receive
additional amounts, as provided in Section 1202 or 1302) and the
Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this
Indenture, when

(1) either

(A) all Debt Securities and the Coupons, if any, of
such series theretofore authenticated and delivered
(other than (i) Coupons appertaining to Bearer Securities
surrendered in exchange for Registered Securities of such
series and maturing after such exchange, surrender of
which is not required or has been waived as provided in
Section 305, (ii) Debt Securities and Coupons of such
series that have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 306,
(iii) Coupons appertaining to Bearer Securities of such
series called for redemption and maturing after the
relevant Redemption Date surrender of which has been
waived pursuant to this Indenture, and (iv) Debt
Securities and Coupons of such series for whose payment
money has theretofore been deposited in trust or
segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such
trust, as provided in Section 1204) have been delivered
to the Trustee for cancellation; or
<PAGE> Exhibit 4(d)
------------
(45 of 111)

(B) all such Debt Securities and Coupons, if any, of
such series not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
Stated Maturity within one year, or

(iii) are to be called for redemption within
one year under arrangements satisfactory to the
Trustee for the giving of notice by the Trustee in
the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above,
has irrevocably deposited or caused to be deposited with
the Trustee as trust funds in trust for the purpose an
amount in the Currency specified in this Indenture or as
otherwise specified pursuant to Section 301 sufficient to
pay and discharge the entire indebtedness on such Debt
Securities for principal (and premium, if any) and
interest to the date of such deposit (in the case of Debt
Securities and Coupons that have become due and payable)
or to the Stated Maturity or Redemption Date, as the case
may be; provided, however, in the event a petition for
relief under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or
state bankruptcy, insolvency or other similar law, is
filed with respect to the Company within 91 days after
the deposit, the obligations of the Company under this
Indenture with respect to such Debt Securities shall not
be deemed terminated or discharged;

(2) the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating
that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture with respect
to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607
and, if money shall have been deposited with the Trustee pursuant
to Subclause (B) of Clause (1) of this Section, the obligations of
the Trustee under Section 402 and the last Subsection of Section
1204 shall survive.

<PAGE> Exhibit 4(d)
------------
(46 of 111)

Section 402. Application of Trust Money.

Subject to the provisions of the last Subsection of Section
1204, all money deposited with the Trustee pursuant to Section 401
shall be held in trust and applied by it, in accordance with the
provisions of the Debt Securities and Coupons, if any, and this
Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such
money has been deposited with the Trustee, but such money need not
be segregated from other funds except to the extent required by
law.

Section 403. Indemnity.

The Company shall pay and indemnify the Trustee and the
Holders of Debt Securities and Coupons, if any, of any series as to
which the Company's obligations under this Indenture have
terminated against any tax (other than income tax), fee or other
charge resulting from the deposit of cash in accordance with
Section 401 and termination of the Company's obligations under this
Indenture with respect to the Debt Securities and Coupons of such
series.

ARTICLE FIVE

REMEDIES

Section 501. Events of Default.

"Event of Default", wherever used herein with respect to Debt
Securities of any series, means any one of the following events:

(1) default in the payment of any installment of
interest upon any Debt Security of such series or a related
Coupon, if any, when and as such installment of interest shall
become due and payable, and such default shall continue for a
period of 30 days; or

(2) default shall be made in the payment of any
principal of (or premium, if any, on) any Debt Security of
such series at its Maturity; or

(3) default shall be made in the payment of any sinking
fund installment, when and as the same shall become due and
payable by the terms of a Debt Security of such series; or

<PAGE> Exhibit 4(d)
------------
(47 of 111)

(4) failure on the part of the Company duly to observe
or perform in any material respect any other of the covenants
or agreements on the part of the Company in the Debt
Securities of a series or in this Indenture (other than a
covenant or agreement which has expressly been included in
this Indenture solely for the benefit of Debt Securities of a
series other than such series), and such failure shall
continue unremedied for a period of 90 days after the date on
which written notice of such failure, requiring the Company to
remedy the same, shall have been given to the Company by the
Trustee, or to the Company and the Trustee by the holders of
at least 25% in aggregate principal amount of Outstanding Debt
Securities of such series; or

(5) a decree or order for relief by a court having
jurisdiction in the premises shall have been entered in
respect of the Company in an involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, or
any other applicable Federal or State bankruptcy, insolvency
or other similar law, appointing a custodian or receiver, or
liquidator or trustee or assignee of the Company or of its
property, or the winding up or liquidation of its affairs, and
such decree or order shall have remained in force,
undischarged and unstayed, for a period of 90 consecutive
days; or

(6) the Company shall commence a voluntary case under
the Federal bankruptcy laws, as now or hereafter constituted,
or any other applicable Federal or State bankruptcy,
insolvency or other similar law, or shall consent to the
appointment of or taking possession by a custodian or receiver
or liquidator or trustee or assignee of it or of its property,
or shall make an assignment for the benefit of creditors; or

(7) an event of default in respect of any Indebtedness
or Contingent Obligation under which the Company or any of its
Subsidiaries has at the date of such event of default
outstanding $50,000,000, or the equivalent in another currency
or currencies, aggregate principal amount of indebtedness for
borrowed money, shall happen and be continuing and such
Indebtedness or Contingent Obligation shall, as a result
thereof, have been accelerated so that the same shall be or
become due and payable prior to the date on which the same
would otherwise have become due and payable, and such
acceleration shall not be rescinded or annulled within 30 days
after notice of such acceleration shall have been given to the
Company by the Trustee (if such event be known to it), or to
the Company and the Trustee by the holders of at least 25% in
aggregate principal amount of the Outstanding Debt Securities
of such series; provided, however, that if such event of
<PAGE> Exhibit 4(d)
------------
(48 of 111)

default in respect of any Indebtedness or Contingent
Obligation shall be remedied or cured by the Company or waived
by the holders of such Indebtedness or beneficiary or
beneficiaries of such Contingent Obligation, then, unless the
Debt Securities of such series shall have been accelerated as
provided herein, the Event of Default hereunder by reason
hereof shall be deemed likewise to have been thereupon
remedied, cured or waived without further action upon the part
of either the Trustee or any holders of the Debt Securities of
such series; provided, further, that, subject to the
provisions of Sections 601, 602 and 603, the Trustee shall not
be charged with knowledge of any such default unless written
notice thereof shall have been given to the Trustee by the
Company, as provided in Section 1205, by the holder or an
agent of the holder of any such Indebtedness or beneficiary or
beneficiaries of such Contingent Obligation, by the trustee
then acting under any indenture or other instrument under
which such default shall have occurred, or by the holders of
not less than 25% in the aggregate principal amount of the
Outstanding Debt Securities of such series; or

(8) any other Event of Default provided with respect to
Debt Securities of that series pursuant to Section 301.

Section 502. Acceleration of Maturity; Rescission and
Annulment.

If an Event of Default with respect to Debt Securities of any
series at the time Outstanding occurs, then and in every such case,
so long as such Event of Default shall not have been remedied,
unless the principal of all the Debt Securities of such series
shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in principal amount of Outstanding
Debt Securities of such series, by notice in writing to the Company
(and to the Trustee if given by the Holders), may declare the
principal amount (or, if the Debt Securities of such series are
Discount Securities, such portion of the principal amount of such
Discount Securities as may be specified in the terms of such
series) of and all accrued but unpaid interest on all the Debt
Securities of such series to be due and payable immediately, and
upon any such declaration such principal amount (or specified
amount) and interest shall become immediately due and payable,
anything in this Indenture or in the Debt Securities contained to
the contrary notwithstanding. Upon payment in full of such amounts
in the currency specified in this Indenture or as otherwise
specified pursuant to Section 301, all obligations of the Company
in respect of the payment of principal of and interest on the Debt
Securities of such series shall terminate. This provision,
however, is subject to the condition that if, at any time after the
principal of any series of Debt Securities shall have been so
<PAGE> Exhibit 4(d)
------------
(49 of 111)

declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with
the Trustee a sum in the Currency specified in this Indenture or as
otherwise specified pursuant to Section 301, sufficient to pay all
matured installments of interest upon all the Debt Securities of
such series or all overdue payments with respect to any related
Coupons and the principal of and premium, if any, on any and all
Debt Securities of such series which shall have become due
otherwise than by acceleration (with interest on such principal and
premium, if any, and, to the extent that payment of such interest
is enforceable under applicable law, on overdue installments of
interest, at the rate borne by each Debt Security or upon overdue
payments on any Coupons at the rate or rates prescribed therefor in
such Coupons to the date of such payment or deposit) and the
expenses of the Trustee, and any and all Events of Default under
the Indenture, other than the nonpayment of principal on such
series of Debt Securities which shall have become due as a result
of the acceleration being rescinded, shall have been cured,
remedied or waived, then, and in every such case, the Holders of a
majority in aggregate principal amount of the outstanding Debt
Securities of such series by written notice to the Company and to
the Trustee, may waive all defaults and rescind and annul such
declaration and its consequences, but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment
or for any other reason or shall have been determined adversely to
the Trustee, then, and in every such case, the Company and the
Trustee shall be restored respectively to their several positions
and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such
proceedings had been taken.

For all purposes under this Indenture, if a portion of the
principal of any Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof,
then, from and after such declaration, unless such declaration has
been rescinded and annulled, the principal amount of such Discount
Securities shall be deemed, for all purposes hereunder, to be such
portion of the principal thereof as shall be due and payable as a
result of such acceleration, and payment of such portion of the
principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such
Discount Securities.

<PAGE> Exhibit 4(d)
------------
(50 of 111)

Section 503. Collection of Indebtedness and Suits for
Enforcement.

The Company covenants that:

(1) in case default occurs in the payment of any
installment of interest on any Debt Security or any payment
with respect to any Coupons, as and when such interest or
payment shall become due and payable and such default shall
have continued for a period of 30 days, or

(2) in case default occurs in the payment of any
principal of (or premium, if any, on) any Debt Security at the
Maturity thereof,

upon demand of the Trustee, the Company will pay to the Trustee,
for the benefit of the Holders of such Debt Securities or of such
Coupons, the whole amount that then shall have become due and
payable on such Debt Securities or matured Coupons for principal
(and premium, if any) and interest, if any, and, to the extent that
payment of such interest is enforceable under applicable law,
interest upon the overdue principal (and premium, if any) and upon
overdue installments of interest, at the rate or rates prescribed
therefor in such Debt Securities or Coupons; and, in addition
thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation
to the Trustee, its agents and counsel, and all other expenses,
liabilities and advances made or incurred by the Trustee, except as
a result of its negligence or bad faith.

In case the Company shall fail to pay such amount forthwith
upon demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled to institute any action, suit or
proceeding at law or in equity and recover judgment against the
Company for the whole amount so due and unpaid, to cause execution
to issue upon such judgment and to cause the same to be collected
out of the property, interests and rights of the Company or any
other obligor upon such Debt Securities by the sale thereof or
otherwise, or to exercise any one or more appropriate legal or
equitable remedies.

If an Event of Default with respect to Debt Securities of any
series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the
Holders of Debt Securities and Coupons of such series by such
appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights either by suit in
equity or by action at law or by proceedings in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power
<PAGE> Exhibit 4(d)
------------
(51 of 111)

granted herein, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

Section 504. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceedings, or any voluntary or
involuntary case under the Federal bankruptcy laws as now or
hereafter constituted, relative to the Company or any other obligor
upon the Debt Securities and Coupons, if any, of a particular
series or the property of the Company or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal
of such Debt Securities shall then be due and payable as therein
expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall
be entitled and empowered, by intervention in such proceeding or
otherwise:

(i) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid
in respect of the Debt Securities and Coupons of such series
and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its
agents and counsel) and of the Holders allowed in such
judicial proceeding; and

(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute
the same;

and any receiver, assignee, trustee, custodian, liquidator,
sequestrator (or other similar official) in any such proceeding is
hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt, on behalf of
any Holder, any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities or Coupons of such series
or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

<PAGE> Exhibit 4(d)
------------
(52 of 111)

Section 505. Trustee May Enforce Claims Without
Possession of Debt Securities or Coupons.

All rights of action and claims under this Indenture or the
Debt Securities or Coupons may be prosecuted and enforced by the
Trustee without the possession of any of the Debt Securities or
Coupons or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name, as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Debt Securities or Coupons in respect of which
such judgment has been recovered.

Section 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on
account of principal (and premium, if any) or interest, upon
presentation of the Debt Securities or Coupons of any series in
respect of which money has been collected and the notation thereon
of the payment, if only partially paid, and upon surrender thereof
if fully paid:

First: To the payment of costs and expenses of
collection, and reasonable compensation to the Trustee, its
agents, attorneys and counsel, and of all other expenses and
liabilities incurred, and all advances made, by the Trustee
except as a result of its negligence or bad faith and of all
amounts owed to the Trustee pursuant to Section 607;

Second: In case any principal of the Debt Securities of
any series shall not have become due, to the payment of
interest on the Debt Securities or Coupons of such series, in
the order of the maturity of the installments of such
interest, with interest (so far as may be lawful and to the
extent that such interest has been collected by the Trustee)
upon the overdue installments of interest at the rate borne by
such Debt Securities or Coupons, such payments to be made
ratably to the persons entitled thereto, without discrimina-

tion or preference;

Third: In case any principal of the Debt Securities of
any series shall have become due, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon
the Debt Securities of such series of principal, premium, if
any, any interest, with interest on the overdue principal and
premium, if any, and (so far as may be lawful and to the
<PAGE> Exhibit 4(d)
------------
(53 of 111)

extent that such interest has been collected by the Trustee)
upon overdue installments of interest at the rate borne by the
Debt Securities or Coupons of such series; and in case such
moneys shall be insufficient to pay in full the whole amount
so due and unpaid upon such Debt Securities or Coupons, then
to the payment of such principal, premium, if any, and
interest, without preference or priority of principal or
premium, if any, over interest, or of interest over principal
or premium, if any, or of any installment of interest over any
other installment of interest, or of any Debt Security or
Coupon over any other Debt Security or Coupon of such series,
ratably to the aggregate of such principal, premium, if any,
and accrued and unpaid interest; and

Fourth: To the payment of the remainder, if any, to the
Company, its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.

For the purposes of this Section, the Holders of any Debt
Securities denominated in ECU, any other composite currency or a
Foreign Currency and any matured Coupons relating thereto shall be
entitled to receive a ratable portion of the amount determined
pursuant to 310(c)(ii) hereof.

Section 507. Limitation on Suits.

No Holder of any Debt Security or Coupon of any series shall
have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

(1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to
the Debt Securities of such series;

(2) the Holders of not less than 25% in principal amount
of the Outstanding Debt Securities of such series have made
written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee
hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute
any such proceeding; and

<PAGE> Exhibit 4(d)
------------
(54 of 111)

(5) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the
Holders of a majority in principal amount of the Outstanding
Debt Securities of such series;

it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holders or of the
Holders of Outstanding Debt Securities or Coupons of any other
series, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal
and ratable benefit of all of such Holders. For the protection and
enforcement of the provisions of this Section 507, each and every
Holder of Debt Securities or Coupons of any series and the Trustee
for such series shall be entitled to such relief as can be given at
law or in equity.

Section 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest.

The Holder of any Debt Security or of any Coupon shall have
the right, which is absolute and unconditional, to receive payment
of the principal of (and premium, if any) and (subject to Section
307) interest on the respective Stated Maturity or Maturities
expressed in such Debt Security or Coupon (or, in the case of
redemption, on the Redemption Date) and, subject to Section 507, to
institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder,
then and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had
been instituted.

Section 510. Rights and Remedies Cumulative.

Except as otherwise provided elsewhere in this Indenture, no
right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted
<PAGE> Exhibit 4(d)
------------
(55 of 111)

by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or
remedy hereunder or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any
Debt Security or Coupon to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Indenture or by law
to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

Section 512. Control by Holders of Debt Securities.

The Holders of a majority in principal amount of the
Outstanding Debt Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Debt Securities
of such series, provided, that

(1) such direction shall not be in conflict with any
rule of law or with this Indenture;

(2) subject to the provisions of Section 601, the
Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible
Officer or Responsible Officers of the Trustee, determine that
the proceeding so directed would be unjustly prejudicial to
the Holders of Debt Securities of such series not joining in
any such direction; and

(3) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction.

Section 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of
the Outstanding Debt Securities of any series may on behalf of the
Holders of all the Debt Securities of any such series and any
related Coupons waive any past default hereunder with respect to
such series and its consequences, except a default:

<PAGE> Exhibit 4(d)
------------
(56 of 111)

(1) in the payment of any principal of (or premium, if
any) or interest on any Debt Security of such series or in the
payment of a related Coupon, or

(2) in respect of a covenant or provision hereof that
under Article Eleven cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security of
such series affected.

Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of the Debt Securities of such series and
related Coupons under this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right
consequent thereon.

Section 514. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any
Debt Security or any Coupon by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by
any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any
party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder or
group of Holders holding in the aggregate more than 10% in the
principal amount of the Outstanding Debt Securities of any series,
or to any suit instituted by any Holder of a Debt Security or
Coupon for the enforcement of the payment of the principal of (or
premium, if any) or interest on such Debt Security or the payment
of such Coupon on or after the respective Stated Maturity or
Maturities expressed in such Debt Security or Coupon (or, in the
case of redemption, on or after the Redemption Date).

Section 515. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company (to the extent that
it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder,
<PAGE> Exhibit 4(d)
------------
(57 of 111)

delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

(a) With respect to Debt Securities of any series, except
during the continuance of an Event of Default with respect to the
Debt Securities of such series,

(1) the Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions which by any
provisions hereof are specifically required to be furnished to
the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the
requirements of this Indenture.

(b) In case an Event of Default with respect to Debt
Securities of any series or Coupons has occurred and is continuing,
the Trustee shall, with respect to the Debt Securities of such
series or Coupons, if any, exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct,
except that

(1) this subsection shall not be construed to limit the
effect of subsection (a) of this Section;

<PAGE> Exhibit 4(d)
------------
(58 of 111)

(2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless
it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken it with respect
to Debt Securities of any series in good faith in accordance
with the direction of the Holders of a majority in principal
amount of the Outstanding Debt Securities of such series
relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee,
under this Indenture.

(d) The Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.

(e) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

Section 602. Notice of Defaults.

Within 90 days after the occurrence of any default hereunder
with respect to Debt Securities or Coupons, if any, of any series
the Trustee shall give to all Holders of Debt Securities and
Coupons of such series, in the manner and to the extent provided in
Section 703(c) and Section 105, notice of each default hereunder
known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of default in
the payment of any principal of (or premium, if any) or interest on
any Debt Security or coupon of such series or in the payment of any
sinking fund installment with respect to Debt Securities of such
series, the Trustee shall be protected in withholding such notice
if and for so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of
Debt Securities and of Coupons of such series; and provided further
that in the case of any default of the character specified in
Section 501(4) with respect to Debt Securities of such series no-
such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term

<PAGE> Exhibit 4(d)
------------
(59 of 111)

"default" means any event that is, or after notice or lapse of time
or both would become, an Event of Default with respect to Debt
Securities or Coupons of such series.

Section 603. Certain Rights of Trustee.

Except as otherwise provided in Section 601:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon or other paper or document
believed by it to be genuine and to have been signed or presented
by the proper party or parties;

(b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company
Order and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers' Certificate;

(d) the Trustee may consult with counsel and the advice of
such counsel or any opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon;

(e) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders of Debt Securities or
Coupons of any series pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the cost, expenses and liabilities that might be
incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon or other paper or
document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see

<PAGE> Exhibit 4(d)
------------
(60 of 111)

fit, and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent
or attorney;

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; and

(h) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or
within the discretion, rights or powers conferred upon it by this
Indenture.

Section 604. Not Responsible for Recitals or Issuance
of Debt Securities.

The recitals contained herein, in the Debt Securities, and in
any Coupons, except the Trustee's certificates of authentication
shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes
no representations as to the legality, validity or sufficiency of
this Indenture or of the Debt Securities or Coupons, if any, of any
series. The Trustee shall not be accountable for the use or
application by the Company of any Debt Securities or the proceeds
thereof.

Section 605. May Hold Debt Securities or Coupons.

The Trustee, any Paying Agent, the Security Registrar or any
other agent of the Company or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities
or Coupons, and, subject to Sections 608 and 613, may otherwise
deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar or such other agent.

Section 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.
Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any money received by it hereunder except
as otherwise agreed with the Company.

<PAGE> Exhibit 4(d)
------------
(61 of 111)

Section 607. Compensation and Reimbursement.

The Company agrees:

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to
reimburse the Trustee in Dollars upon its request for all
reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except
any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this
trust or performance of its duties hereunder, including the
costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of
any of its powers or duties hereunder.

As security for the performance of the obligations of the
Company under this Section the Trustee shall have a claim prior to
the Debt Securities and Coupons, if any, upon all property and
funds held or collected by the Trustee as such, except funds held
in trust for the payment of amounts due on Debt Securities and
Coupons.

The obligations of the Company under this Section 607 to
compensate and indemnify the Trustee for expenses, disbursements
and advances shall constitute additional indebtedness under this
Indenture and shall survive the satisfaction and discharge of this
Indenture.

Section 608. Disqualification; Conflicting Interests.

The Trustee shall comply with the provisions of Section 310(b)
of the Trust Indenture Act. The Indenture dated as of October 15,
1989 between the Company and the Trustee shall be deemed to be
specifically described herein for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture
Act.

<PAGE> Exhibit 4(d)
------------
(62 of 111)

Section 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder that shall be
a corporation organized and doing business under the laws of the
United States of America (including any State thereof and the
District of Columbia), authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at
least $50,000,000, and subject to supervision or examination by
Federal, State or District of Columbia authority and having its
Corporate Trust office or an agency in New York, New York and in
such other places as may be required pursuant to any indenture
supplemental hereto; provided, however, that if Section 310(a) of
the Trust Indenture Act or the rules and regulations of the
Commission under the Trust Indenture Act at any time permit a
corporation organized and doing business under the laws of any
other jurisdiction to serve as trustee of an indenture qualified
under the Trust Indenture Act, this Section 609 shall be
automatically amended to permit a corporation organized and doing
business under the laws of any such other jurisdiction to serve as
Trustee hereunder. If such corporation publishes a report of
condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

Section 610. Resignation and Removal; Appointment of
Successor.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the
successor Trustee under Section 611.

(b) The Trustee may resign at any time with respect to the
Debt Securities of one or more series by giving written notice
thereof to the Company. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Debt
Securities of such series.

<PAGE> Exhibit 4(d)
------------
(63 of 111)

(c) The Trustee may be removed at any time with respect to the
Debt Securities of any series by Act of the Holders of a majority
in principal amount of the Outstanding Debt Securities of such
series, delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 608(a)
with respect to the Debt Securities of any series after
written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Debt Security of such series
for at least six months, or

(2) the Trustee shall cease to be eligible under Section
609 and shall fail to resign after written request therefor by
the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or a
decree or order for relief by a court having jurisdiction in
the premises shall have been entered in respect of the Trustee
in an involuntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal
or State bankruptcy, insolvency or similar law; or a decree or
order by a court having jurisdiction in the premises shall
have been entered for the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Trustee or of its property or
affairs, or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation, winding up or liquidation, or

(4) the Trustee shall commence a voluntary case under
the Federal bankruptcy laws, as now or hereafter constituted,
or any other applicable Federal or State bankruptcy,
insolvency or similar law or shall consent to the appointment
of or taking possession by a receiver, custodian, liquidator,
assignee, trustee, sequestrator (or other similar official) of
the Trustee or its property or affairs, or shall make an
assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they
become due, or shall take corporate action in furtherance of
any such action,

then, in any such case, (i) the Company by a Board Resolution may
remove the Trustee with respect to all Debt Securities, or (ii)
subject to Section 514, any Holder who has been a bona fide Holder
of a Debt Security of any series for at least six months may, on
behalf of himself and all others similarly situated, petition any

<PAGE> Exhibit 4(d)
------------
(64 of 111)

court of competent jurisdiction for the removal of the Trustee for
the Debt Securities of such series and the appointment of a
successor Trustee.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Debt Securities of one
or more series, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the Debt
Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debt
Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the Debt
Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after
such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Debt
Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Debt
Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment, become the successor Trustee
with respect to the Debt Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.
If no successor Trustee with respect to the Debt Securities of any
series shall have been so appointed by the Company or the Holders
of such series and accepted appointment in the manner hereinafter
provided and if the Trustee is still incapable of acting, any
Holder who has been a bona fide Holder of a Debt Security of such
series for at least six months may, subject to Section 514, on
behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debt Securities of such series.

(f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Debt Securities of
any series and each appointment of a successor Trustee with respect
to the Debt Securities of any series in the manner and to the
extent provided in Section 105, to the Holders of Debt Securities.
Each notice shall include the name of the successor Trustee with
respect to the Debt Securities of such series and the address of
its Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor.

(a) In the case of an appointment hereunder of a successor
Trustee with respect to all Debt Securities, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the
<PAGE> Exhibit 4(d)
------------
(65 of 111)

retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring
Trustee, but, on request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute
and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee, and
shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder,
subject nevertheless to its claim, if any, provided for in Section
607.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Debt Securities of one or more (but not
all) series, the Company, the retiring Trustee upon payment of its
charges and each successor Trustee with respect to the Debt
Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions
as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Trustee all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debt
Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not
retiring with respect to all Debt Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debt Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any
other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and
each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debt
Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the
Debt Securities of that or those series to which the appointment of
such successor Trustee relates.
<PAGE> Exhibit 4(d)
------------
(66 of 111)

(c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in paragraph (a) or (b)of
this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.

Section 612. Merger, Conversion, Consolidation or
Succession to Business.

Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any
Debt Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Debt Securities so authenticated
with the same effect as if such successor Trustee had itself
authenticated such Debt Securities. In case any Debt Securities
shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Debt
Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect that this Indenture
provides for the certificate of authentication of the Trustee.

Section 613. Preferential Collection of Claims Against
Company.

The Trustee shall comply with the provisions of Section 311(a)
and (b) of the Trust Indenture Act.

Section 614. Appointment of Authenticating Agent.

As long as any Debt Securities of a series remain Outstanding,
the Trustee may, by an instrument in writing, appoint an
authenticating agent (the "Authenticating Agent") which shall be
authorized to act on behalf of the Trustee to authenticate Debt
Securities issued upon exchange, registration of transfer, partial
redemption or pursuant to Section 306. Debt Securities of each
such series authenticated by such Authenticating Agent shall be
entitled to the benefits of this Indenture and shall be valid and
<PAGE> Exihibit 4(d)
-------------
(67 of 111)

obligatory for all purposes as if authenticated by such Trustee.
Wherever reference is made in this Indenture to the authentication
and delivery of Debt Securities of any series by the Trustee for
such series or to the Trustee's Certificate of Authentication, such
reference shall be deemed to include authentication and delivery on
behalf of the Trustee for such series by an Authenticating Agent
for such series and a Certificate of Authentication executed on
behalf of such Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized
and doing business under the laws of the United States of America
or of any State, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least
$10,000,000 (determined as provided in Section 609 with respect to
the Trustee) and subject to supervision or examination by Federal
or State authority.

Any corporation into which any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation
to which any Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent
with respect to all series of Debt Securities for which it served
as Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Trustee or such
Authenticating Agent. Any Authenticating Agent may at any time,
and if it shall cease to be eligible shall, resign with respect to
one or more series of Debt Securities by giving written notice of
resignation to the applicable Trustee and to the Company.

Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall
cease to be eligible in accordance with the provisions of this
Section 614 with respect to one or more series of Debt Securities,
the Trustee shall appoint a successor Authenticating Agent, and the
Company shall provide notice of such appointment to all Holders of
Debt Securities of such series in the manner and to the extent
provided in Section 105. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with
all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as
Authenticating Agent. The Trustee agrees to pay each
Authenticating Agent for such series from time to time reasonable
compensation for its services. The Authenticating Agent for the
Debt Securities of any series shall have no responsibility or
liability for any action taken by it as such at the direction of
the Trustee for such series.

<PAGE> Exhibit 4(d)
------------
(68 of 111)

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and
Addresses of Holders.

The Company will furnish or cause to be furnished to the
Trustee with respect to Debt Securities of each series for which it
acts as Trustee:

(a) semiannually and not more than 15 days after (i) each
Regular Record Date in respect of the Debt Securities of such
series, or (ii) dates to be determined pursuant to Section 301 in
the event interest does not become payable in a year (other than
because of an Event of Default pursuant to Section 501(l)), all
information in the possession or control of the Company, or the
Paying Agent or the Security Registrar, other than the Trustee, as
to the names and addresses of the Registered Holders as of such
Regular Record Date or such other dates, as the case may be, in the
form of a list or in such other form as the Trustee may reasonably
require; and

(b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the
Security Registrar, no such list need be furnished.

(c) For the purposes of this Section only, the term "Company"
means any obligor upon the Debt Securities of any series or any
related Coupons.

Section 702. Preservation of Information;
Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and
addresses of Holders of Registered securities contained in the most
recent list furnished to the Trustee as provided in Section 701,
received by it in the capacity of Paying Agent or Security
Registrar (if so acting) hereunder, and filed with it within the
two preceding years pursuant to Section 703(c)(2).

The Trustee may destroy any list furnished to it pursuant to
Section 701 upon receipt of a new list so furnished, destroy any
information received by it as Paying Agent or Security Registrar
(if so acting) hereunder upon delivering to itself as Trustee, not
<PAGE> Exhibit 4(d)
------------
(69 of 111)

earlier than 45 days after an Interest Payment Date, a list
containing the names and addresses of the Holders obtained from
such information since the delivery of the next previous list, if
any, destroy any list delivered to itself as Trustee which was
compiled from the information received by it as Paying Agent or
Security Registrar (if so acting) hereunder upon the receipt of a
new list so delivered, and destroy not earlier than two years after
filing, any information filed with it pursuant to Section
703(c)(2).

(b) If three or more Holders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Debt
Security for a period of at least six months preceding the date of
such application, and such application states that the applicants
desire to communicate with other Holders of Debt Securities of a
particular series (in which case the applicants must hold Debt
Securities of such series) or with all Holders of Debt Securities
with respect to their rights under this Indenture or under the Debt
Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of
such application, at its election, either

(i) afford such applicants access to the information
preserved at the time by the Trustee in accordance with
Section 702(a), or

(ii) inform such applicants as to the approximate number
of Holders of Debt Securities of such series or of all Debt
Securities, as the case may be, whose names and addresses
appear in the most recent information preserved at the time by
the Trustee in accordance with Section 702(a), and as to the
approximate cost of mailing to such Holders the form of proxy
or other communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder whose name and
address appears in the information preserved at the time by the
Trustee in accordance with Section 702(a), a copy of the form of
proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment,
of the reasonable expenses of mailing, unless within five days
after such tender, the Trustee shall mail to such applicants and
file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best
interests of the Holders or would be in violation of applicable
<PAGE> Exhibit 4(d)
------------
(70 of 111)

law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity
for hearing, that all the objections so sustained have been met and
shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise
the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

(c) Every Holder of Debt Securities or Coupons, by receiving
and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of them
shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in
accordance with Section 702(b), regardless of the source from which
such information was derived, and that the Trustee shall not be
held accountable by reason of mailing any material pursuant to a
request made under Section 702(b).

Section 703. Reports by Trustee.

(a) Within 60 days after October 15 of each year commencing
with the year following the year in which Debt Securities are first
issued hereunder, and for so long as any Debt Securities are
Outstanding hereunder, the Trustee shall transmit by mail to all
Holders of Debt Securities of any series with respect to which it
acts as Trustee, in the manner hereinafter provided in this Section
703 and to the extent required by Section 313 (a) of the Trust
Indenture Act, a brief report dated as of such O tober 15 with
respect to the matters set forth in said section 313 (a).

(b) The Trustee shall transmit by mail to all Holders of Debt
Securities of any series (whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with
Section 702(a)) for which it acts as the Trustee, as hereinafter
provided, a brief report with respect to:

(1) the release, or release and substitution, of property
subject to a Lien created pursuant to Section 1001(3) or
Section 1207 (and the consideration therefor, if any) unless
the fair value of such property, as set forth in the
certificate or opinion required by Section 314(d) of the Trust
Indenture Act, is less than 10% of the principal amount of
Debt Securities Outstanding at the time of such release, or
such release and substitution, such report to be so
transmitted within 90 days after such time; and
<PAGE> Exhibit 4(d)
------------
(71 of 111)

(2) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the
making thereof) made by the Trustee (as such) since the date
of the last report transmitted pursuant to subsection (a) of
this Section (or if no such report has yet been so
transmitted, since the date of execution of this Indenture)
for the reimbursement of which it claims or may claim a lien
or charge, prior to that of the Debt Securities of such
series, on the trust estate or on property or funds held or
collected by it as Trustee, and which it has not previously
reported pursuant to this subsection, except that the Trustee
for each series shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any
time aggregate 10% or less of the principal amount of the Debt
Securities of such series Outstanding at such time, such
report to be transmitted within 90 days after such time.

(1) to all Holders of Registered Securities, as the names
and addresses of such Holders appear in the Security Register;

(2) to such Holders of Bearer Securities as have, within
the two years preceding such transmission, filed their names
and addresses with the Trustee for that purpose; and

(3) except in the case of reports pursuant to Subsection
(b) of this Section, to each Holder of a Debt Security of any
series whose name and address is preserved at the time by the
Trustee, as provided in Section 702(a).

(d) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock
exchange upon which any Debt Securities of such series are listed,
with the Commission and also with the Company. The Company will
notify the Trustee when any series of Debt Securities are listed on
any stock exchange.

Section 704. Reports by Company.

The Company will:

(1) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to
file with the Commission pursuant to Section 13 or Section
<PAGE> Exhibit 4(d)
------------
(72 of 111)

15(d) of the Securities Exchange Act of 1934, as amended, or,
if the Company is not required to file information, documents
or reports pursuant to either of such Sections, then it will
file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic
information, documents and reports which may be required
pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended, in respect of a security listed and registered on
a national securities exchange as may be prescribed from time
to time in such rules and regulations;

(2) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents
and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and

(3) transmit by mail to all Holders of Debt Securities,
in the manner and to the extent provided in Section 703,
within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required
to be filed by the Company pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.

ARTICLE EIGHT

CONCERNING THE HOLDERS

Section 801. Acts of Holders.

Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be
given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Holders in person or by an agent or proxy duly appointed in
writing, and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or
instruments. Whenever in this Indenture it is provided that the
Holders of a specified percentage in aggregate principal amount of
the Outstanding Debt Securities of any series may take any Act, the
fact that the Holders of such specified percentage have joined
therein may be evidenced (a) by the instrument or instruments
<PAGE> Exhibit 4(d)
------------
(73 of 111)

executed by Holders in person or by agent or proxy appointed in
writing, or (b) by the record of Holders voting in favor thereof at
any meeting of such Holders duly called and held in accordance with
the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of
Holders.

Section 802. Proof of Ownership; Proof of Execution of
Instruments by Holders.

The ownership of Registered Securities of any series shall be
proved by the Security Register for such series or by a certificate
of the Security Registrar for such series.

The ownership of Bearer Securities shall be proved by
production of such Bearer Securities or by a certificate executed
by any bank or trust company, which certificate shall be dated and
shall state on the date thereof a Bearer Security bearing a
specified identifying number or other mark was deposited with or
exhibited to the person executing such certificate by the person
named in such certificate, or by any other proof of possession
reasonably satisfactory to the Trustee. The holding by the person
named in any such certificate of any Bearer security specified
therein shall be presumed to continue for a period of one year
unless at the time of determination of such holding (1) another
certificate bearing a later date issued in respect of the same
Bearer Security shall be produced, (2) such Bearer Security shall
be produced by some other Person, (3) such Bearer Security shall
have been registered on the Security Register, if, pursuant to
Section 301, such Bearer Security can be so registered, or (4) such
Bearer Security shall have been cancelled or paid.

Subject to the provisions of Sections 601, 603 and 905, proof
of the execution of a writing appointing an agent or proxy and the
execution of any instrument by a Holder or his agent or proxy shall
be sufficient and conclusive in favor of the Trustee and the
Company if made in the following manner:

The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or
other officer authorized to take acknowledgement of deeds, that the
person executing such instrument acknowledged to him the execution
thereof, or by an affidavit of a witness to such execution sworn to
before any such notary or other officer. Where such execution is
by an officer of a corporation or association or partnership, as
the case may be, or by any other person acting in a representative
capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

<PAGE> Exhibit 4(d)
------------
(74 of 111)

The record of any Holders' meeting shall be proved in the
manner provided in Section 906.

The Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section so long
as the request is a reasonable one.

If the Company shall solicit from the Holders of Debt
Securities of any series any Act, the Company may, at its option,
by Board Resolution, fix in advance a record date for the deter-

mination of Holders of Registered Securities entitled to take such
Act, but the Company shall have no obligation to do so. Any such
record date shall be fixed at the Company's discretion. If such a
record date is fixed, such Act may be sought or given before or
after the record date, but only the Holders of Registered
Securities of record at the close of business on such record date
shall be deemed to be Holders of Registered Securities for the
purpose of determining whether Holders of the requisite proportion
of Outstanding Debt Securities of such series have authorized or
agreed or consented to such Act, and for that purpose the
Outstanding Registered Securities of such series shall be computed
as of such record date.

Section 803. Persons Deemed Owners.

The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Registered Security
is registered as the owner of such Registered Security for the
purpose of receiving payment of principal of (and premium, if any)
and (subject to Section 307) interest, if any, on such Registered
Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be
affected by notice of the contrary. The Company, the Trustee, and
any agent of the Company or the Trustee may treat the Holder of any
Bearer Security or of any Coupon as the absolute owner of such
Bearer Security or Coupon for the purposes of receiving payment
thereof or on account thereof and for all other purposes
whatsoever, whether or not such Bearer Security or Coupon be
overdue, and neither the Company, the Trustee nor any agent of the
Company or any Trustee shall be affected by notice to the contrary.
All payments made to any Holder, or upon his order, shall be valid,
and, to the extent of the sum or sums paid, effectual to satisfy
and discharge the liability for moneys payable upon such Debt
Security or Coupon.

None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account

<PAGE> Exhibit 4(d)
(75 of 111)

of beneficial ownership interests in a Global Security or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

Section 804. Revocation of Consents; Future Holders
Bound.

At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 801, of the taking of any Act by
the Holders of the percentage in aggregate principal amount of the
Outstanding Debt Securities specified in this Indenture in
connection with such Act, any Holder of a Debt Security the number,
letter or other distinguishing symbol of which is shown by the
evidence to be included in the Debt Securities the Holders of which
have consented to such Act may, by filing written notice with the
Trustee at the Corporate Trust Office and upon proof of ownership
as provided in Section 802, revoke such Act so far as it concerns
such Debt Security. Except as aforesaid, any such Act taken by the
Holder of any Debt Security shall be conclusive and binding upon
such Holder and upon all future Holders of such Debt Securities and
all past, present and future Holders of Coupons, if any,
appertaining thereto and of any Debt Securities and Coupons issued
on transfer or in lieu thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security or Coupons or such other
Debt Securities or Coupons.

ARTICLE NINE

HOLDERS' MEETINGS

Section 901. Purpose of Meetings.

A meeting of Holders of any or all series may be called at any
time from time to time pursuant to the provisions of this Article
Nine for any of the following purposes:

(1) to give any notice to the Company or the Trustee for
such series, or to give any directions to the Trustee for such
series, or to consent to the waiving of any default hereunder
and its consequences, or take any other action authorized to
be taken by Holders pursuant to any of the provisions of
Article Five;

(2) to remove the Trustee for such series and appoint a
successor Trustee pursuant to the provisions of Article Six;

(3) to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of
Section 1102; or

<PAGE> Exhibit 4(d)
------------
(76 of 111)

(4) to take any other action authorized to be taken by or
on behalf of the Holders of any specified aggregate principal
amount of the outstanding Debt Securities of any one or more
or all series, as the case may be, under any other provision
of this Indenture or under applicable law.

Section 902. Call of Meetings by Trustee.

The Trustee for any series may at any time call a meeting of
Holders of such series to take any action specified in Section 901,
to be held at such time or times and at such place or places as the
Trustee for such series shall determine. Notice of every meeting
of the Holders of any series, setting forth the time and place of
such meeting and in general terms the action proposed to be taken
at such meeting, shall be given to Holders of such series in the
manner and to the extent provided in Section 105. Such notice
shall be given not less than 20 days or more than 90 days prior to
the date fixed for the meeting.

Section 903. Call of Meetings by Company or Holders.

In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in aggregate principal
amount of the outstanding Debt Securities of a series or of all
series, as the case may be, shall have requested the Trustee for
such series to call a meeting of the Holders of any or all such
series by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall
not have given the notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders may
determine the time or times and the place or places for such
meetings and may call such meetings to take any action authorized
in Section 901, by giving notice thereof as provided in Section
902.

Section 904. Qualifications for Voting.

To be entitled to vote at any meeting of Holders a Person
shall be (a) a Holder of a Debt Security of the series with respect
to which such meeting is being held or (b) a Person appointed by an
instrument in writing as agent or proxy by such Holder. The only
Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee
for the series with respect to which such meeting is being held and
its counsel and any representatives of the Company and its counsel.

<PAGE> Exhibit 4(d)
------------
(77 of 111)

Section 905. Regulations.

Notwithstanding any other provisions of this Indenture, the
Trustee for any series may make such reasonable regulations as it
may deem advisable for any meeting of Holders of Debt Securities of
such series in regard to proof of the holding of Debt Securities of
such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the
meeting as it shall deem appropriate.

The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have
been called by the Company or by Holders of such series as provided
in Section 903, in which case the Company or the Holders calling
the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary
of the meeting shall be elected by a majority vote of the meeting.

Subject to the provisos in the definition of "Outstanding", at
any meeting each Holder of a Debt Security of the series with
respect to which such meeting is being held or proxy therefor shall
be entitled to vote in such manner so that whether the specified
percentage required for any Act has been voted may be calculated by
the inspectors; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Debt Security challenged
to be not Outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Outstanding Debt Securities
of such series held by him or instruments in writing duly
designating him as the person to vote on behalf of Holders of Debt
Securities of such series. Any meeting of Holders with respect to
which a meeting was duly called pursuant to the provisions of
Section 902 or 903 may be adjourned from time to time by a majority
of such Holders present and the meeting may be held as so adjourned
without further notice.

Section 906. Voting.

The vote upon any resolution submitted to any meeting of
Holders of any series with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the
signatures of such Holders or of their representatives by proxy and
the serial number or numbers of the Debt Securities held or
represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and
file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in
duplicate of the proceedings of each meeting of Holders shall be
<PAGE> Exhibit 4(d)
------------
(78 of 111)

prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that said notice was
transmitted as provided in Section 902. The record shall show the
serial numbers of the Debt Securities voting in favor of or against
any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting
and one of the duplicates shall be delivered to the Company and
another to the Trustee to be preserved by the Trustee.

Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

Section 907. No Delay of Rights by Meeting.

Nothing in this Article Nine contained shall be deemed or
construed to authorize or permit, by reason of any call of a
meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise
of any right or rights conferred upon or reserved to the Trustee or
to any Holder under any of the provisions of the Indenture or of
the Debt Securities of any series.

ARTICLE TEN

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 1001. Company May Consolidate, etc., Only on
Certain Terms.

The Company shall not, nor shall it permit MCI Telecom to,
merge, consolidate or combine directly or indirectly with or into
any Person except:

(1) MCI Telecom may merge, consolidate or combine with
or into any other Person, if immediately after giving effect
thereto, (i) no Event of Default, and no event which after
notice or lapse of time or both would constitute an Event of
Default, would exist, and (ii) MCI Telecom shall be the
surviving corporation in such merger, consolidation or
combination or the successor entity shall be a corporation
organized and existing under the laws of the United States of
America, any political subdivision or state thereof;

(2) the Company may merge, consolidate or combine with
another entity if (i) the Company shall be the corporation
surviving the merger, or the corporation into which the
<PAGE> Exhibit 4(d)
------------
(79 of 111)

Company shall be merged or formed by any such consolidation is
a corporation organized and existing under the laws of the
United States of America, any political subdivision or state
thereof and shall assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest (including
all additional amounts, if any, payable pursuant to Sections
1202 and 1302) on all the Debt Securities and the due and
punctual payment of any Coupons and the performance of every
covenant of this Indenture on the part of the Company to be
performed or observed, and (ii) if immediately after giving
effect thereto, no Event of Default, and no event which after
notice or lapse of time would constitute an Event of Default,
would exist; and

(3) the Company and the successor Person have delivered
to the Trustee an Officers' Certificate and an Opinion of
Counsel each stating that such merger, consolidation or
combination and such supplemental indenture comply with this
Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.

Section 1002. Successor Corporation Substituted.

Upon any consolidation with or merger into any other
corporation, or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in
accordance with Section 1001, the successor corporation formed by
such consolidation or into which the Company is merged or the
successor Person to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company
herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Debt Securities and Coupons.

Section 1003. Opinion of Counsel.

The Trustee shall be entitled to receive and, subject to
Sections 601 and 603, shall be protected in relying on an Opinion
of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance or lease and any such assumption complies
with the provisions of this Article Ten.

<PAGE> Exhibit 4(d)
------------
(80 of 111)

ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES

Section 1101. Supplemental Indentures Without Consent
of Holders.

Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any
of the following purposes:

(1) to evidence the succession of another corporation to
the Company, and the assumption by such successor of the
covenants of the Company herein and in the Debt Securities
contained; or

(2) to add to the covenants of the Company, for the
benefit of the Holders of all or any series of Debt Securities
or Coupons (and, if such covenants are to be for the benefit
of less than all series of Debt Securities or Coupons, stating
that such covenants are expressly being included solely for
the benefit of such series), or to surrender any right or
power herein conferred upon the Company; or

(3) to add any additional Events of Default (and, if such
Events of Default are to be applicable to less than all series
of Debt Securities and coupons, stating that such Events of
Default are expressly being included solely to be applicable
to such series); or

(4) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable
as to principal, to change or eliminate any restrictions on
the payment of principal of (or premium, if any, on)
Registered Securities or of principal of (or premium, if any)
or any interest on Bearer Securities, provided that interest
on Bearer Securities shall, except as otherwise provided in
Section 307, be payable only outside the United States and
provided further that any such action shall not adversely
affect the interests of the Holders of Debt Securities or any
Coupons of any series in any material respect, or to permit or
facilitate the issuance of Debt Securities of any series in
uncertificated form; or

(5) to add to or change any of the provisions of this
Indenture as shall be necessary or desirable to establish that
Bearer Securities are issued under arrangements reasonably
designed to ensure that they are sold or resold in connection
<PAGE> Exhibit 4(d)
------------
(81 of 111)

with their original issuance only to a person who is not a
United States Person or who is a United States Person that is
a financial institution (as defined in U.S. Treas. Reg. Sec.
1.165-12(c)(1)(v)) purchasing for its own account or for the
account of a customer and that agrees to comply with the
requirements of section 165(j)(3)(A), (B), or (C) of the Code
and the regulations thereunder or any successor provisions
thereto (including without limitation the procedures and other
requirements necessary to satisfy the conditions set forth in
section 163(f)(2)(B) of the Code), and any other requirements
that must be complied with in order to avoid the disallowance
of an interest deduction by the Company with respect to
interest paid on the Bearer Securities or Coupons, the
imposition of an excise tax on the Company with respect to the
Bearer Securities or Coupons, or the disallowance from
exemption from withholding tax on interest paid on the Bearer
securities or Coupons; or

(6) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall
become effective only when there is no Outstanding Debt
Security or Coupon of any series created prior to the
execution of such supplemental indenture that is entitled to
the benefit of such provision and as to which such supple-

mental indenture would apply; or

(7) to establish the form or terms of Debt Securities
and Coupons of any series as permitted by Sections 201 and
301; or

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to
the Debt Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be

necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611; or

(9) to evidence any changes to Section 608 or 609
permitted by the terms thereof; or

(10) to add or change or eliminate any provision of this
Indenture as shall be necessary or desirable in accordance
with any amendments to the Trust Indenture Act, provided such
action shall not adversely affect the interests of the Holders
of the Debt Securities of any series or any appurtenant
Coupons in any material respects; or

<PAGE> Exhibit 4(d)
------------
(82 of 111)

(11) to secure the Debt Securities pursuant to the
requirements of Sections 1001 or 1207, or otherwise; or

(12) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with
any other provision herein, or to make any other provisions
with respect to matters or questions arising under this
Indenture that shall not be inconsistent with any provision of
this Indenture, provided such other provisions shall not
adversely affect the interests of the Holders of Outstanding
Debt Securities or Coupons of any series in any material
respect.

Section 1102. Supplemental Indentures with Consent of
Holders.

With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of each series
affected by such supplemental indenture voting separately, by Act
of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying
in any manner the rights of the Holders under this Indenture of
such Debt Securities, provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each
Outstanding Debt Security affected thereby:

(1) change the Stated Maturity of the principal of, or on
any installment of principal of or interest on or sinking fund
payment on any Debt Security, or reduce the principal amount
thereof or the interest thereon or any premium payable upon
redemption thereof, or change the Stated Maturity of or reduce
the amount of any payment to be made with respect to a Coupon,
or change the Currency in which the principal of (and premium,
if any) or interest on such Debt Security is denominated or
payable, or reduce the amount of the principal of any Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502,
or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or,
in the case of redemption, on or after the Redemption Date) or
change any obligation of the Company to pay additional
interest pursuant to Section 1202 or 1302 (except as
contemplated by Section 1101(1)), or limit the obligation of
the Company to maintain a paying agency outside the United
States for payment on Bearer Securities as provided in Section
1203, or limit the obligation of the Company to redeem an
Affected Security as provided in Section 1302(b); or
<PAGE> Exhibit 4(d)
------------
(83 of 111)

(2) reduce the percentage in principal amount of the
Outstanding Debt Securities of any series, the consent of
whose Holders is required for any such supplemental indenture,
or the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided
for in this Indenture; or

(3) modify any of the provisions of this Section or
Section 513, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of
each outstanding Debt Security affected thereby, provided,
however, that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the
references to "the Trustee" and concomitant changes in this
Section, or the deletion of this provision in accordance with
the requirements of Sections 611 and 1101(7).

It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the
substance thereof.

A supplemental indenture that changes or eliminates any
covenant or other provision of this Indenture that has expressly
been included solely for the benefit of one or more particular
series of Debt Securities and Coupons, if any, or that modifies the
rights of the Holders of Debt Securities and Coupons of such series
with respect to such covenant or other provision, shall be deemed
not to affect the rights under this Indenture of the Holders of
Debt Securities and Coupons, if any, of any other series.

Section 1103. Execution of Supplemental Indentures.

In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental
indenture that adversely affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise in a material way.

Section 1104. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith,
<PAGE> Exhibit 4(d)
------------
(84 of 111)

and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Debt Securities and Coupons
theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 1105. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as
then in effect.

Section 1106. Reference in Debt Securities to
Supplemental Indentures.

Debt Securities and Coupons, if any, of any series
authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the
Company shall so determine, new Debt Securities of any series and
any appurtenant Coupons so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for
outstanding Debt Securities and Coupons of such series.

Section 1107. Notice of Supplemental Indenture.

Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to Section 1102, the Company
shall transmit to the Holders of Debt Securities of any series
affected thereby a notice setting forth the substance of such
supplemental indenture.

ARTICLE TWELVE

COVENANTS

Section 1201. Payment of Principal, Premium and
Interest.

The Company covenants that it will duly and punctually pay, or
cause to be paid, the principal of, premium, if any, and interest
on each of the Debt Securities and pay any Coupons in accordance
with the terms of the Debt Securities, the Coupons and this
Indenture. Any interest due on Coupon Securities on or before
Maturity, other than additional amounts, if any, payable as
provided in Sections 1202 and 1302 in respect of principal of (or
premium, if any, on) such a Debt Security, shall be payable only
<PAGE> Exhibit 4(d)
------------
(85 of 111)

upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally
mature. Except with respect to Coupon Securities or as otherwise
specified pursuant to Section 301, the interest on the Debt
Securities, whether in temporary or definitive form, shall be
payable without presentation of such Debt Securities, and only to
or upon the written order of the Registered Holders thereof and may
be paid by checks to the order of such Registered Holders, mailed
to their addresses as they appear upon the Security Register.

Section 1202. Payment of Additional Interest.

Unless otherwise provided pursuant to Section 301, the
provisions of this Section 1202 shall be applicable to Bearer
Securities of any series.

The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest to the Holder of any
Bearer Security or Coupon that is a United States Alien such
amounts as may be necessary so that every net payment on such
Bearer Security or Coupon, after deduction or withholding for or on
account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment by
the United States (which, for purposes of this Section shall
include only the United States of America, its political
subdivisions and taxing authorities thereof or therein), will not
be less than the amount provided in such Bearer Security or Coupon
to be then due and payable. However, the Company will not be
required to make any such payment of additional interest for or on
account of:

(a) any tax, assessment or other governmental charge that
would not have been imposed but for (i) the existence of any
present or former connection between such Holder (or between a
fiduciary, settlor or beneficiary of, or a person holding a power
over, such Holder, if such Holder is an estate or a trust, or a
member or shareholder of such Holder, if such Holder is a
partnership or corporation) and the United States, including,
without limitation, such Holder (or such fiduciary, settlor,
beneficiary, person holding a power, member or shareholder) being
or having been a citizen or resident thereof or being or having
been engaged in trade or business or present therein or having had
a permanent establishment therein or (ii) such Holder's past or
present status as a personal holding company, foreign personal
holding company or private foundation or other tax-exempt
organization with respect to the United States or as a corporation
that accumulates earnings to avoid United States Federal income
tax;

<PAGE> Exhibit 4(d)
------------
(86 of 111)

(b) any estate, inheritance, gift, sales, excise, gross
receipts, transfer or real or personal property tax or any similar
tax, assessment or other governmental charge;

(c) any tax, assessment or other governmental charge that
would not have been imposed but for the presentation by the Holder
of a Bearer Security or Coupon for payment more than 15 days after
the date on which such payment became due and payable or on which
payment thereof was duly provided for, whichever occurs later;

(d) any tax, assessment or other governmental charge that is
payable otherwise than by deduction or withholding from a payment
on a Bearer Security or Coupon;

(e) any tax, assessment or other governmental charge required
to be deducted or withheld by any Paying Agent from a payment on a
Bearer Security or Coupon, if such payment can be made without such
deduction or withholding by any other Paying Agent;

(f) any tax, assessment or other governmental charge that
would not have been imposed (by reason of treaty or otherwise) but
for a failure to comply with applicable certification,
documentation, information or other reporting requirement
concerning the nationality, residence, identity or connection with
the United States of the Holder or beneficial owner of a Bearer
Security or Coupon if such compliance is required by treaty,
statute or regulation of the United States as a precondition to
relief or exemption from such tax, assessment or other governmental
charge;

(g) any tax, assessment or other governmental charge imposed
on a Holder that actually or constructively owns 10 percent or more
of the combined voting power of all classes of stock of the
Company, that is a controlled foreign corporation related to the
Company through stock ownership, or that is a bank with respect to
which the holding of the Bearer Security or Coupon is treated as
the extension of credit in the ordinary course of its trade or
business; or

(h) any tax, assessment or other governmental charge imposed
on a Holder as the result of a determination made under section
871(h)(6) or 881(c)(6) of the Code;

nor shall additional interest be paid with respect to a payment on
a Bearer Security or Coupon to a Holder that is a fiduciary or
partnership or other than the sole beneficial owner of such payment

<PAGE> Exhibit 4(d)
------------
(87 of 111)

to the extent a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner
would not have been entitled to the additional interest had such
beneficiary, settlor, member or beneficial owner been the Holder of
such Bearer Security or Coupon.

Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of (or premium, if any) or interest on
any Debt Security or payment with respect to any Coupon of any
series, such mention shall be deemed to include mention of the
payment of additional interest provided for in the terms of such
Debt Securities and this Section to the extent that, in such
context, additional interest is, was or would be payable in respect
thereof pursuant to the provisions of this Section and express
mention of the payment of additional interest (if applicable) in
any provisions hereof shall not be construed as excluding
additional interest in those provisions hereof where such express
mention is not made.

If the payment of additional interest becomes required in
respect of the Debt Securities of a series, at least ten days prior
to the first Interest Payment Date with respect to which such
additional interest will be payable (or if the Debt Securities of
that series will not bear interest prior to Maturity, the first day
on which a payment of principal (and premium, if any) is made and
on which such additional interest will be payable), and at least
ten days prior to each date of payment of principal (and premium,
if any) or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and each Paying Agent with an
Officers' Certificate that shall specify by country the amount, if
any, required to be withheld on such payments to Holders of Debt
Securities or Coupons that are United States Aliens, and the
Company will pay to the Trustee or such Paying Agent the additional
interest, if any, required by the terms of such Debt Securities and
this Section. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions
taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section 1202.

Section 1203. Maintenance of Office or Agency.

The Company covenants that, so long as any Debt Securities
remain outstanding, it will maintain in each Place of Payment for
any series of Debt Securities and Coupons an office or agency where
Debt Securities of such series (but, except as otherwise provided
in Section 307, unless such Place of Payment is located outside the
United States, no Bearer Securities or Coupons) may be presented
<PAGE> Exhibit 4(d)
------------
(88 of 111)

for registration of transfer and exchange as in this Indenture
provided, and where notices and demands to or upon the Company in
respect of the Debt Securities and Coupons of such series or of
this Indenture may be served, and where Debt Securities and Coupons
of such series may be presented for payment. So long as any Bearer
Securities of any series remain Outstanding, the Company will
maintain for such purposes one or more offices or agencies outside
the United States in such city or cities specified pursuant to
Section 301, and, if any Bearer Securities are listed on a
securities exchange as in this Indenture provided that requires an
office or agency for the payment of principal of (and premium, if
any) or interest on such Bearer Securities in a location other than
the location of an office or agency specified pursuant to Section
301, the Company will maintain for such purposes an office or
agency in such location for so long as any Bearer Securities are
listed on such securities exchange and such exchange so requires.
The Company will give written notice to the Trustee of the
location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the
Trustee (in the case of Registered Securities) and at an office of
the Trustee outside of the United States to be specified (in the
case of Bearer Securities).

Section 1204. Provisions as to Paying Agent.

(a) If the Company shall appoint a Paying Agent with respect
to any series of Debt Securities and Coupons, other than the
Trustee, it will cause each such Paying Agent to execute and
deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to this Section 1204:

(1) that it will hold all sums held by it as such agent
for the payment of the principal of and premium, if any, or
interest on the Debt Securities of such series and the payment
of any related Coupons (whether such sums have been paid to it
by the Company or by any other obligor on the Debt Securities
or related Coupons of such series) in trust for the benefit of
the Holders of such series, and will notify the Trustee of the
receipt of such sums to be so held,

(2) that it will give the Trustee notice of any failure
by the Company (or by any other obligor upon the Debt
Securities of such series) to make any payment of the
principal of and premium, if any, or interest on the Debt
Securities of such series and the payment on any related
Coupons when the same shall be due and payable, and

<PAGE> Exhibit 4(d)
------------
(89 of 111)

(3) that it will, at any time during the continuance of
an Event of Default, upon the written request of the Trustee,
deliver to the Trustee all sums held by it as such agent.

(b) If the Company shall act as its own paying agent, with
respect to any series of Debt Securities or Coupons, if any, it
will, on or before each due date of the principal of and premium,
if any, or interest on any of the Debt Securities of such series
and any appurtenant Coupons, set aside, segregate and hold in trust
for the benefit of the Holders of such series, a sum sufficient to
pay such principal, premium, if any, or interest so becoming due
and will notify the Trustee of any failure to take such action.

(c) Anything in this Section 1204 to the contrary
notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge of this Indenture, or for
any other reason, pay or cause to be paid to the Trustee all sums
held in trust by it, or any Paying Agent hereunder, as required by
this Section 1204, such sums to be held by the Trustee upon the
trusts herein contained.

(d) Anything in this Section 1204 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in
this Section 1204 is subject to the following:

(1) In connection with the satisfaction and discharge of
this Indenture all moneys then held by any Paying Agent (other
than the Trustee) under this Indenture shall, upon and in
accordance with the demand of the Company, be paid to the
Trustee and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.

(2) Any moneys deposited with the Trustee or any Paying
Agent remaining unclaimed by the Holders of Debt Securities or
Coupons of any series for two years after the date upon which
the principal of and premium, if any, or interest on such Debt
Securities or Coupons shall have become due and payable, shall
be repaid to the Company by the Trustee or such Paying Agent
on written demand; and the Holder entitled to receive such
payment shall thereafter look only to the Company for the
payment thereof, and any and all liability of the Trustee or
of any Paying Agent with respect to such moneys shall
thereupon cease.

Section 1205. Certificate to Trustee.

The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year, commencing with the first fiscal year

<PAGE> Exhibit 4(d)
------------
(90 of 111)

in which Debt Securities are issued hereunder, a written statement
signed by the Company's principal executive officer, principal
financial officer or principal accounting officer, stating that

(a) a review of the activities of the Company during such
year and of performance under this Indenture has been made
under his supervision and

(b) to his or her knowledge, based on such review, the
Company has fulfilled all its obligations under this Indenture
through such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such
default known to him and the nature and status thereof. Such
statement need not include reference to any default which has
been fully cured prior to the date as of which such statement
speaks.

The Company will deliver written notice to the Trustee within
five days after any officer of the Company has actual knowledge of
the occurrence of any event that with the giving of notice to the
Company and the passage of time would become an Event of Default
under Section 501(7).

Section 1206. Appointment to Fill Vacancy in Trustee's
Office.

The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in
Section 610, a Trustee, so that at all times there shall be a
Trustee hereunder.

Section 1207. Limitation on Liens.

From and after the date of the first issue of Debt Securities
under this Indenture, the Company shall not, directly or indirectly
make, create, incur, assume or suffer to exist any Lien upon or
with respect to any of the capital stock of MCI Telecom, nor shall
it permit MCI Telecom to, directly or indirectly, make, create,
incur, assume or suffer to exist any Lien upon or with respect to
any part of its property or assets, whether owned as of such date
or thereafter acquired, unless the Debt Securities then outstanding
shall be equally and ratably secured with any other obligation or
indebtedness so secured, except for any of the following:

(a) any Lien existing on the property of MCI Telecom on the
date of the first issue of Debt Securities under this Indenture
securing Indebtedness outstanding on such date;

<PAGE> Exhibit 4(d)
------------
(91 of 111)

(b) Liens for taxes, assessments or other governmental charges
which are not delinquent or remain payable without material
penalty, or the validity of which is contested in good faith by
appropriate proceedings (to the extent that it would be appropriate
to contest the levy or imposition of such tax as an alternative to
payment) upon stay of execution or the enforcement thereof and for
which adequate reserves or other appropriate provision has been
made in accordance with generally accepted accounting principles;

(c) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the
ordinary course of business which are not material or, if material,
are not delinquent or remain payable without penalty or which are
being contested in good faith and by appropriate proceedings;

(d) pledges or deposits in connection with workmen's
compensation, unemployment insurance and other social security
legislation;

(e) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business;

(f) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in
the aggregate, are not substantial in amount, and do not materially
detract from the overall value to MCI Telecom of all property and
assets of MCI Telecom subject to such Liens or interfere with the
ordinary conduct of the business of MCI Telecom;

(g) Liens on assets which shall be acquired by MCI Telecom
either directly or through the acquisition of the owner of such
assets after the date of the first issue of Debt Securities under
this Indenture, if such Liens shall have existed at the time the
assets or the owner of such assets were acquired and shall not have
been created in anticipation thereof by or with the agreement of
MCI Telecom;

(h) Liens on assets (other than current assets) which shall be
acquired by MCI Telecom after the date of the first issue of Debt
Securities under this Indenture if such Liens shall have been
created solely for the purpose of securing Indebtedness
representing, or incurred to finance, refinance or refund, the cost
of the acquisition of such assets or shall otherwise be created in
anticipation of such acquisition by or with the agreement of MCI
Telecom; and

<PAGE> Exhibit 4(d)
------------
(92 of 111)

(i) Liens not otherwise permitted hereunder securing
obligations of MCI Telecom in an aggregate amount not to exceed an
amount equal to 10% of the total assets of MCI Telecom at any time,
provided that, at the time any such Lien is created or incurred,
the aggregate book value of the assets subject to such Lien shall
not exceed an amount equal to 125% of the amount of the obligation
secured by such assets.

Section 1208. Sale or Lease of Assets.

From and after the date of the first issue of Debt Securities
under this Indenture, the Company shall not, directly or
indirectly, sell, convey, transfer or otherwise dispose of (whether
in one or a series of transactions) any of the shares of capital
stock of MCI Telecom, nor shall the Company permit MCI Telecom to,
directly or indirectly, sell, lease, convey, transfer or otherwise
dispose of (whether in one or a series of transactions) all or a
material part of the assets, business or property of MCI Telecom
(including without limitation, accounts and notes receivable, with
or without recourse), whether owned as of such date or thereafter
acquired, or enter into any agreement to do any of the foregoing,
except any of the following:

(a) dispositions by MCI Telecom of obsolete or worn-out
property or real property no longer used or useful in its business;

(b) sales to local exchange carriers, with or without
recourse, of customer receivables in the ordinary course of
business;

(c) dispositions of assets acquired, either directly or
through the acquisition of the owner of such assets, after the date
of the first issue of Debt Securities under this Indenture;
provided, that each such disposition shall be for fair and adequate
consideration; and

(d) dispositions (including, without limitation, sales
pursuant to sale-leaseback transactions) by MCI Telecom not
otherwise permitted hereunder which are made for fair market value;
provided that the book value of all Disposed Assets (as hereinafter
defined) disposed of pursuant to this Section 1208(d) after the
date of the first issue of Debt Securities under this Indenture
does not exceed 25% of the greater of (i) the book value of the
assets of MCI Telecom as of December 31, 1993 and (ii) the book
value of the assets of MCI Telecom as of the date of the most
recent financial statements furnished to the Trustee pursuant to
Section 704(1).

<PAGE> Exhibit 4(d)
------------
(93 of 111)

For purposes of Section 1208(d), the term "Disposed Assets"
shall mean all assets of MCI Telecom other than cash and cash
equivalents, equity investments, franchises, licenses, permits,
patents, patent applications, copyrights, trademarks, trade names,
goodwill, experimental or organizational expense, and other like
intangibles (but excluding rights of way treated as assets).

Section 1209. Maintenance of Telecommunications
Business.

The Company shall maintain the business of providing
telecommunications services as a principal business of the Company
and its Subsidiaries taken as a whole and shall cause MCI Telecom
to maintain such business as its principal business.

ARTICLE THIRTEEN

REDEMPTION OF DEBT SECURITIES

Section 1301. Applicability of Article.

Debt Securities of any series that are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified pursuant to Section 301 for Debt
Securities of any series) in accordance with this Article.

Section 1302. Tax Redemption; Special Tax Redemption.

(a) Unless otherwise specified pursuant to Section 301,
Bearer Securities of any series may be redeemed at the option of
the Company in whole, but not in part, at any time, on giving not
less than 30 or more than 60 days' notice in accordance with
Section 1305 (which notice shall be irrevocable), at the Redemption
Price thereof (calculated without premium), if the Company has or
will become obligated to pay additional interest on such Bearer
Securities pursuant to Section 1202 as a result of any change in,
or amendment to, the laws (or any regulations or rulings
promulgated thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or any change
in the application or official interpretation of such laws,
regulations or rulings, which change or amendment becomes effective
on or after the date on which any Person (including any Person
acting as underwriter, broker or dealer) agrees to purchase any of
such Bearer Securities pursuant to their original issuance, and
such obligation cannot be avoided by the Company taking reasonable
measures available to it, which measures are reasonable in terms of
expense, administrative burden and otherwise; provided that no such
notice of redemption shall be given earlier than 90 days prior to
the earliest date on which the Company would be obligated to pay
<PAGE> Exhibit 4(d)
------------
(94 of 111)

such additional interest were a payment in respect of the Bearer
Securities of that series then due. At least 15 days prior to the
publication of any notice of redemption pursuant to this Section
1302(a), the Company shall deliver to the Trustee (i) an Officers'
Certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Company so to redeem have
occurred and (ii) an opinion of Counsel to the effect that the
Company has or will become obligated to pay such additional
interest as a result of such change or amendment.

(b) Unless otherwise specified pursuant to Section 301, if the
Company shall determine that any payment made outside the United
States by the Company or any of its Paying Agents in respect of any
Bearer Security or Coupon, if any (an "Affected Security"), would,
under any present or future laws or regulations of the United
States, be subject to any certification, documentation, information
or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or
any governmental authority of the nationality, residence or
identity of a beneficial owner of such Affected Security that is a
United States Alien (other than such a requirement (i) that would
not be applicable to a payment made by the Company or any one of
its Paying Agents (A) directly to the beneficial owner or (B) to a
custodian, nominee or other agent of the beneficial owner, or (ii)
that can be satisfied by such custodian, nominee or other agent
certifying to the effect that the beneficial owner is a United
States Alien; provided that, in any case referred to in Clause
(i)(B) or (ii), payment by the custodian, nominee or agent to the
beneficial owner is not otherwise subject to any such requirement),
then the Company shall elect either (x) to redeem such Affected
Securities in whole, but not in part, at the Redemption Price
thereof (calculated without premium) or (y) if the conditions of
the next succeeding paragraph are satisfied, to pay the additional
interest specified in such paragraph. The Company shall make such
determination as soon as practicable and publish prompt notice
thereof (the "Determination Notice"), stating the effective date of
such certification, documentation, information or other reporting
requirement, whether the Company elects to redeem the Affected
Securities or to pay the additional interest specified in the next
succeeding paragraph and (if applicable) the last date by which the
redemption of the Affected Securities must take place, as provided
in the next succeeding sentence. If any Affected Securities are to
be redeemed pursuant to this paragraph, the redemption shall take
place on such date, not later than one year after the publication
of the Determination Notice, as the Company shall specify by notice
given to the Trustee at least 60 days before the Redemption Date.
Notice of such redemption shall be given to the Holders of the
Affected Securities not more than 60 days or less than 30 days
prior to the Redemption Date. Notwithstanding the foregoing, the
<PAGE> Exhibit 4(d)
------------
(95 of 111)

Company shall not so redeem the Affected Securities if the Company
shall subsequently determine, not less than 30 days prior to the
Redemption Date, that subsequent payments on the Affected
Securities would not be subject to any such certification, docu-

mentation, information or other reporting requirement, in which
case the Company shall publish prompt notice of such subsequent
determination, and any earlier redemption notice given pursuant to
this paragraph shall be revoked and of no further effect. At least
15 days prior to the publication of any Determination Notice
pursuant to this paragraph, the Company shall deliver to the
Trustee (i) an Officers' Certificate stating that the Company is
entitled to make such determination and setting forth a statement
of that fact showing that the conditions precedent to the
obligation of the Company to redeem the Affected Securities or to
pay the additional interest specified in the next succeeding
paragraph have occurred and (ii) an Opinion of Counsel to the
effect that such conditions have occurred.

If and so long as the certification, documentation,
information or other reporting requirements referred to in the
preceding paragraph would be fully satisfied by payment of a backup
withholding tax or similar charge, the Company may elect to pay as
additional interest such amounts as may be necessary so that every
net payment made outside the United States following the effective
date of such requirement by the Company or any of its Paying Agents
in respect of any Affected Security of which the beneficial owner
is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be
disclosed to the Company, any Paying Agent or any governmental
authority), after deduction or withholding for or on account of
such backup withholding tax or similar charge (other than a backup
withholding tax or similar charge that (i) would not be applicable
in the circumstances referred to in the parenthetical clause of the
first sentence of the preceding paragraph or (ii) is imposed as a
result of presentation of any such Affected Security for payment
more than 15 days after the date on which such payment became due
and payable or on which payment thereof was duly provided for,
whichever occurred later) will not be less than the amount provided
in any such Affected Security to be then due and payable. If the
Company elects to pay additional interest pursuant to this
paragraph, then the Company shall have the right to redeem the
Affected Securities at any time in whole, but not in part, at the
Redemption Price thereof (calculated without premium), subject to
the provisions of the last three sentences of the immediately
preceding paragraph. If the Company elects to pay additional
interest pursuant to this paragraph and the condition specified in
the first sentence of this paragraph should no longer be satisfied,
then the Company shall redeem the Affected Securities in whole, but
not in part, at the Redemption Price thereof (calculated without
premium), subject to the provisions of the last three sentences of
<PAGE> Exhibit 4(d)
------------
(96 of 111)

the immediately preceding paragraph. Any redemption payments made
by the Company pursuant to the two immediately preceding sentences
shall be subject to the continuing obligation of the Company to pay
additional interest pursuant to this paragraph. If the Company
elects to, or is required to, redeem the Affected Securities
pursuant to this paragraph, it shall publish prompt notice thereof.
If the Affected Securities are to be redeemed pursuant to this
paragraph, the redemption shall take place on such date, not later
than one year after the publication of the notice of redemption, as
the Company shall specify by notice to the Trustee at least 60 days
prior to the Redemption Date.

Section 1303. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Debt Securities
shall be evidenced by or made pursuant to a Board Resolution. In
case of any redemption at the election of the Company of less than
all of the Debt Securities of any series with the same terms and
conditions, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter period shall
be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Debt Securities of
any such series with the same terms and conditions to be redeemed.
In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the
terms of such Debt Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

Section 1304. Selection by Trustee of Debt Securities
to be Redeemed.

Except as otherwise specified pursuant to Section 301 for Debt
Securities of any series, if less than all the Debt Securities of
any series with the same terms and conditions are to be redeemed
(other than a redemption pursuant to Section 1302), the particular
Debt Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee from the
Outstanding Debt Securities of such series with the same terms and
conditions not previously called for redemption, by such method as
the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum
authorized denomination for Debt Securities of such series or any
integral multiple thereof that is also an authorized denomination,
but in no event shall such portion be less than $1,000) of the
principal amount of Registered Securities or Bearer Securities (if
issued in more than one authorized denomination) of such series of
a denomination larger than the minimum authorized denomination for
Debt Securities of such series. If less than all Debt Securities
of any series with differing terms and conditions are to be
<PAGE> Exhibit 4(d)
------------
(97 of 111)

redeemed, the Company, in its sole discretion, shall select the
particular Debt Securities to be redeemed and shall notify the
Trustee in writing thereof, at least 45 days prior to the relevant
Redemption Date.

The Trustee shall promptly notify the Company in writing of
the Debt Securities selected for redemption and, in the case of any
Debt Securities selected for partial redemption, the principal
amount thereof to be redeemed.

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of
Debt Securities shall relate, in the case of any Debt Security
redeemed or to be redeemed only in part, to the portion of the
principal amount of such Debt Security that has been or is to be
redeemed.

Section 1305. Notice of Redemption.

Notice of redemption shall be given in the manner provided in
Section 105 not less than 30 or more than 60 days prior to the
Redemption Date, unless a different period is specified in the form
of Securities to be redeemed. All notices of redemption shall
state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all Outstanding Debt Securities of any
series are to be redeemed, the identification (and, in the
case of partial redemption, the principal amounts) of the
particular Debt Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Debt Security to be
redeemed, and that interest thereon shall cease to accrue on
and after said date,

(5) the Place or Places of Payment where such Debt
Securities, together in the case of Bearer Securities with all
Coupons, if any, appertaining thereto maturing after the
Redemption Date, are to be surrendered for payment of the
Redemption Price, and

(6) that the redemption is for a sinking fund, if such is
the case.

<PAGE> Exhibit 4(d)
------------
(98 of 111)

A notice of redemption published as contemplated by Section
105 need not identify particular Registered Securities to be
redeemed.

Notice of redemption of Debt Securities to be redeemed at the
election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of
the Company.

Section 1306. Deposit of Redemption Price.

On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1204) an amount of money sufficient to pay the
Redemption Price of and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Debt Securities
or portions thereof that are to be redeemed on that date.

Section 1307. Debt Securities Payable on Redemption
Date.

Notice of redemption having been given as aforesaid, the Debt
Securities so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified and, from
and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest on such Debt
Securities), shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender
of any such Debt Security for redemption in accordance with said
notice, such Debt Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable only upon presentation and surrender of
Coupons for such interest (at an office or agency located outside
the United States except as otherwise provided in Section 307), and
provided further that installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Debt Securities, or
one or more Predecessor Securities, registered as such on the
relevant Record Dates according to their terms and the provisions
of Section 307.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the
Redemption Date, such Bearer Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all
such missing Coupons, or the surrender of such missing Coupon or
<PAGE> Exhibit 4(d)
------------
(99 of 111)

Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the
Holder of such Bearer Security shall surrender to the Trustee or
any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such
Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an
office or agency located outside of the United States except as
otherwise provided in Section 307.

If any Debt Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Debt
Security.

Section 1308. Debt Securities Redeemed in Part.

Any Registered Security that is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the
Company, the Security Registrar or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Security Registrar and the Trustee
duly executed by the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security
without service charge, a new Registered Security or Registered
Securities of the same series of like tenor, of any authorized
denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the
principal of the Debt Security so surrendered, and any Bearer
Security that is to be redeemed only in part shall be surrendered
at an office or agency of the Company located outside the United
States except as otherwise provided in Section 307, and the Company
shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Debt Security outside the United States without
service charge, a new Bearer Security or Bearer Securities of the
same series (or a new Registered Security or Registered Securities
of the same series if the Debt Securities of such series are
issuable as Registered Securities), of any authorized denomination
as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the
Debt Security so surrendered; except in either case that if a
Global Security is so surrendered, the Company shall execute, and
the Trustee shall authenticate and deliver to the Depositary for
such Global Security, without service charge, a new Global Security
in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered.
<PAGE> Exhibit 4(d)
------------
(100 of 111)

ARTICLE FOURTEEN

SINKING FUNDS

Section 1401. Applicability of Article.

The provisions of this Article shall be applicable to any
sinking fund for the retirement of Debt Securities of a series
except as otherwise specified pursuant to Section 301 for Debt
Securities of such series.

The minimum amount of any sinking fund payment provided for by
the terms of Debt Securities of any series is herein referred to as
a "mandatory sinking fund payment," and any payment in excess of
such minimum amount provided for by the terms of Debt Securities of
any series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Debt Securities of any
series, the amount of any sinking fund payment may be subject to
reduction as provided in Section 1402. Each sinking fund payment
shall be applied to the redemption of Debt Securities of any series
as provided for by the terms of Debt Securities of such series.

Section 1402. Satisfaction of Sinking Fund Payments
with Debt Securities.

The Company (1) may deliver outstanding Debt Securities of a
series (other than any previously called for redemption), together,
in the case of any Bearer Securities of such series, with all
unmatured Coupons appertaining thereto, and (2) may apply as a
credit Debt Securities of a series that have been redeemed either
at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Debt Securities, in
each case in satisfaction of all or any part of any sinking fund
payment with respect to the Debt Securities of such series required
to be made pursuant to the terms of such Debt Securities as
provided for by the terms of such series; provided that such Debt
Securities have not been previously so credited. Such Debt
Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Debt Securities
for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

Section 1403. Redemption of Debt Securities for Sinking
Fund.

Not less than 60 days prior to each sinking fund payment date
for any series of Debt Securities (unless a shorter period shall be
satisfactory to the Trustee), the Company will deliver to the
Trustee an Officers' Certificate specifying the amount of the next
<PAGE> Exhibit 4(d)
------------
(101 of 111)

ensuing sinking fund payment for that series pursuant to the terms
of that series, the portion thereof, if any, that is to be
satisfied by payment of cash, the portion thereof, if any, that is
to be satisfied by crediting Debt Securities of that series
pursuant to Section 1402 and the basis for any such credit and,
prior to or concurrently with the delivery of such Officers'
Certificate, will also deliver to the Trustee any Debt Securities
to be so credited and not theretofore delivered to the Trustee.
Before each such sinking fund payment date the Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment
date in the manner specified in section 1304 and cause notice of
the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1305.
Such notice having been duly given, the redemption of such Debt
Securities shall be made upon the terms and in the manner stated in
Sections 1306, 1307 and 1308.

ARTICLE FIFTEEN

DEFEASANCE

Section 1501. Applicability of Article.

If pursuant to Section 301, provision is made for the
defeasance of Debt Securities of a series and if the Debt
Securities of such series are Registered Securities and denominated
and payable only in Dollars (except as provided pursuant to Section
301), then the provisions of this Article shall be applicable
except as otherwise specified pursuant to Section 301 for Debt
Securities of such series. Defeasance provisions, if any, for Debt
Securities denominated in a Foreign Currency or for Bearer
Securities may be specified pursuant to Section 301.

Section 1502. Defeasance Upon Deposit of Money or
U.S. Government Obligations.

At the Company's option, either (a) the Company shall be
deemed to have been Discharged (as defined below) from its
obligations with respect to Debt Securities of any series on the
91st day after the applicable conditions set forth below have been
satisfied or (b) the Company shall cease to be under any obligation
to comply with any term, provision or condition set forth in
Section 1001 with respect to Debt Securities of any series (and, if
so specified pursuant to Section 301, any other restrictive
covenant added for the benefit of such series pursuant to Section
301) at any time after the applicable conditions set forth below
have been satisfied:

<PAGE> Exhibit 4(d)
------------
(102 of 111)

(1) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in
trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Debt Securities
of such series (i) money in an amount, or (ii) U.S. Government
Obligations (as defined below) that through the payment of
interest and principal in respect thereof in accordance with
their terms will provide, not later than one day before the
due date of any payment, money in an amount or (iii) a
combination of (i) and (ii), sufficient, in the opinion (with
respect to (ii) and (iii)) of a nationally recognized firm of
independent public accountants expressed;

(2) if the Debt Securities of such series are then listed
on the New York Stock Exchange, the Company shall have
delivered to the trustee an Opinion of Counsel to the effect
that the Company's exercise of its option under this Section
would not cause such Debt Securities to be delisted;

(3) no event of Default or event (including such deposit)
that, with notice or lapse of time, or both, would become an
Event of Default with respect to the Debt Securities of such
series shall have occurred and be continuing on the date of
such deposits; and

(4) the Company shall have delivered to the trustee an
Opinion of Counsel to the effect threat Holders of the Debt
Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of the
Company's exercise of its option under this Section and will
be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the
case if such option had not been exercised or, in the case of
the Debt Securities of such series being Discharged, a ruling
to that effect received from or published by the Internal
Revenue Service.

"Discharged" means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and
obligations under, the Debt Securities of such series and to have
satisfied all the obligations under this Indenture relating to the
Debt Securities of such series (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Debt Securities of such
series to receive, from the trust fund described in clause (1)
above, payment of the principal of (and premium, if any) and
interest on such Debt Securities when such payments are due, (B)
the Company's obligations with respect to the Debt Securities of

<PAGE> Exhibit 4(d)
------------
(103 of 111)

such series under Sections 304, 305, 306, 1203, 1503 and 1504 and
(C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder.

"U.S. Government Obligations" means securities that are (i)
direct obligations of the United States for the payment of which
its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or
instrumentality of the United States the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by
the United States, that, in either case under clauses (i) or (ii),
are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt.

Section 1503. Deposited Moneys and U.S. Government
Obligations to be Held in Trust.

All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 1502 in respect of Debt Securities of
a series shall be held in trust and a applied by it, in accordance
with the provisions of such Debt Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Debt Securities, of all sums due
and to become due thereon for principal (and premium, if any) and
interest, if any, but such money need not be segregated from other
funds except to the extent required by law.

Section 1504. Repayment to Company.

The Trustee and any Paying Agent shall promptly pay or return
to the Company upon Company Request any moneys or U.S. Government
Obligations held by them at any time that are not required for the
payment of the principal of (and premium, if any) and interest on
the Debt Securities of any series for which money or U.S.
Government Obligations have been deposited pursuant to Section
1502.

<PAGE> Exhibit 4(d)
------------
(104 of 111)

The provisions of paragraph (d) of Section 1204 shall
apply to any money or U.S. Government Obligations held by the
Trustee or any Paying Agent under this Article that remains
unclaimed for two years after the Maturity of any series of Debt
Securities for which money or U.S. Government obligations have been
deposited pursuant to Section 1502.

ARTICLE SIXTEEN

REPAYMENT AT THE OPTION OF HOLDERS

Section 1601. Repayment at the Option of Holders.

Debt Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity shall be
repaid in accordance with the terms of the Debt Securities of such
series. The repayment of any principal amount of Debt Securities
pursuant to such option of the Holder to require repayment of Debt
Securities before their Stated Maturity, for purposes of Section
308, shall not operate as a payment, redemption or satisfaction of
the indebtedness represented by such Debt Securities unless and
until the Company, at its option, shall deliver or surrender the
same to the Trustee with a directive that such Debt Securities be
cancelled. Notwithstanding anything to the contrary contained in
this Article Sixteen, in connection with any repayment of Debt
Securities, the Company may arrange for the purchase of any Debt
Securities by an agreement with one or more investment bankers or
other purchasers to purchase such Debt Securities by paying to the
Trustee for the benefit of the Holders of such Debt Securities on
or before 12:00 P.M. on the repayment date in immediately available
funds an amount not less than the repayment price payable by the
Company on repayment of such Debt Securities, and the obligation of
the Company to pay the repayment price of such Debt Securities to
such Holders shall be satisfied and discharged to the extent such
payment is so paid by such purchasers.

ARTICLE SEVENTEEN

SECURITY

Section 1701. Certificates and opinions.

(a) In the event that the Debt Securities become secured
pursuant to Section 1001(3) or Section 1207, the Company shall
cause (i) Section 314(d) of the Trust Indenture Act, relating to
Opinions of Counsel regarding the Liens on the property or assets
of the Company securing the Debt Securities ("Collateral") and (ii)
Section 314(d) of the Trust Indenture Act, relating to Officers'
<PAGE> Exhibit 4(d)
------------
(105 of 111)

Certificates or opinions regarding fair value to an obligor of the
Collateral and the release of Collateral, to be complied with to
the extent applicable. If required by Section 314(d) of the Trust
Indenture Act, such certificate or opinion shall be made by an
independent engineer, appraiser or other expert selected or
approved by the Trustee in the exercise of reasonable care.

(b) Notwithstanding the provisions of Section 1701 (a), at
any time and from time to time with respect to Collateral which
consists of accounts receivable or notes receivable, the Company
may, without any release or consent by the Trustee or certificate
or opinion required by Section 314(d) of the Trust Indenture Act,
collect, liquidate, sell, factor or otherwise dispose of such
accounts receivable or notes receivable in the ordinary course of
the Company's business, as the case may be, subject, however, to
Articles Ten and Twelve; provided, however, that the proceeds of
any such collection, liquidation, sale, factor or other disposition
shall constitute Collateral.

(c) Notwithstanding the foregoing, the Company's right to
rely on Section 1701(b) for each six month period ending on a June
30 or December 31 (a "Six-Month Period") shall be conditioned upon
that person delivering to the Trustee, within 30 days following the
end of such Six-Month Period, an Officers' Certificate to the
effect that all collections and other dispositions of accounts
receivable or notes receivable by that person during such Six-Month
Period were in the ordinary course of that person's business and
that all proceeds therefrom were used by that person in connection
with its business or to make other cash payments permitted by this
Indenture.

Section 1702. Authorization of Actions to be Taken by
the Trustee.

(a) The Trustee may take all actions it deems necessary or
appropriate in order to enforce or exercise its rights in the
Collateral. Subject to the provisions thereof, the Trustee shall
have power to institute and to maintain suits and proceedings to
prevent any impairment of the Collateral by any act which may be
unlawful or in violation of this Indenture, and suits and
proceedings to preserve or protect its interests and the interests
of the Holders in the Collateral (including power to institute and
maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment,
rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or
order would impair the security hereunder or be prejudicial to the
interests of the Holders or of the Trustee).

<PAGE> Exhibit 4(d)
------------
(106 of 111)

(b) The Trustee is authorized to receive any funds for the
benefit of Holders and to make further distributions of such funds
to the Holders according to the provisions of this Indenture.

Section 1703. Release of Liens.

In the event that the Debt Securities become secured, pursuant
to Section 1001(3) or Section 1207, upon the payment in full of all
Debt Securities, or upon the release of any and all Liens which
would trigger the securing of the Debt Securities pursuant to
Section 1001(3) or Section 1207, the Liens created by this
Indenture shall be released with respect to the Debt Securities.

This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the
same instrument.

<PAGE> Exhibit 4(d)
------------
(107 of 111)

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year
first above written.

MCI COMMUNICATIONS CORPORATION

By: /s/ Jonelle St. John
---------------------------
Jonelle St. John

Title: Vice President and Treasurer

[CORPORATE SEAL]

Attest:

/s/ Edward G. Freitag
---------------------
Edward G. Freitag
Assistant Secretary

CITIBANK, N.A.

By: /s/ Patrick DeFelice
-------------------------
Patrick DeFelice

Title: Vice President

[CORPORATE SEAL]

Attest:

/s/ Arthur W. Aslanian
_________________________
Arthur W. Aslanian
Vice President

<PAGE> Exhibit 4(d)
------------
(108 of 111)

CITY OF WASHINGTON
DISTRICT OF COLUMBIA ss.:

On this 17th day of February, 1995 before me appeared Jonelle
St. John to me personally known, who, being by me duly sworn, did
say that she is the Vice President and Treasurer of MCI
COMMUNICATIONS CORPORATION, one of the corporations described in
and which executed the above instrument, and that the seal affixed
to said instrument is the corporate seal of said corporation, and
that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors, and said person
acknowledged said instrument to be the free act and deed of said
corporation.

(NOTARIAL SEAL]

<PAGE> Exhibit 4(d)
(109 of 111)

STATE OF
COUNTY OF ss.:

On this ____ day of _____________, 1995, before me personally
came ______________ to me known, who, being by me duly sworn, did
depose and say that he is ________________ __________ of
CITIBANK, N.A., one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of
such corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed pursuant to authority of the
Board of Directors of such corporation, and that he signed his name
thereto pursuant to like authority.

(NOTARIAL SEAL]

<PAGE> Exhibit 4(d)
(110 of 111)

Exhibit A

Form of Certificate of Ownership by a
Non-United States Person or by
Certain Other Persons

[Insert title or description of Securities to be delivered]

Reference is hereby made to the Indenture dated as of February
17, 1995 (the "Indenture") between MCI Communications Corporation
and CITIBANK, N.A. covering the above captioned Securities.

This is to certify that, as of the date hereof, the above-
captioned Securities (i) are owned by persons that are not United
States persons; (ii) are owned by United States persons that either
(a) are foreign branches of United States financial institutions
(as defined in U.S. Treas. Reg. Sec. 1.165-12(c)(1)(v) ("financial
institutions")) purchasing for their own account or for resale, or
(b) acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through
such financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution (or, in
the case where a United States person who has an account with the
United States office of a financial institution, and the
transaction is executed by a foreign office of that financial
institution, or by the foreign office of another financial
institution acting on behalf of that financial institution, the
United States office of the foreign financial institution) hereby
certifies that it agrees to comply with the requirements of section
165(j)(3)(A), (B), or (C) of the United States Internal Revenue
Code and the regulations thereunder); or (iii) are owned by
financial institutions for the purposes of resale during the
restricted period (as defined in U.S. Treas. Reg. Sec. 1.163-
5(c)(2)(i)(D)(7)), which financial institutions (whether or not
also described in clause (i) or (ii)) hereby certify that they have
not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the
United States or its possessions. If this certificate is being
provided by an entity that is in the business of holding
obligations for member organizations and transferring obligations
among such members by credit or debit to the account of a member
without the necessity of physical delivery of the obligation, the
certificate is based on statements provided to such entity by its
member organizations, which statements will be retained by such
entity for a period of four calendar years following the year in
which this certificate is provided. As used herein, "United

A-1
<PAGE> Exhibit 4(d)
(111 of 111)

States", means the United States of America (including the States
and the District of Columbia), its territories and possessions and
other areas subject to its jurisdiction, and "United States
person" means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision
thereof and any estate or trust the income or which is subject to
United States Federal income taxation regardless of its source.

The undersigned undertakes to advise by telex if the
above statement as to beneficial ownership is not correct on the
date of delivery of the above-captioned Debt Securities in bearer
form, and any coupons or warrants attached thereto.

The undersigned understands that this certificate is
required in connection with the United States tax laws. If
administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, the
undersigned irrevocably authorizes the production of this
certificate or a copy thereof to any interested party in such
proceedings.

Dated: ________________________, 19____.

A-2

<PAGE> Exhibit 10(e)
-------------
(1 of 5)

MCI COMMUNICATIONS CORPORATION
EXECUTIVE INCENTIVE COMPENSATION PLAN
EFFECTIVE JANUARY 1, 1995

A. PURPOSE

The purpose of this Plan (the "Plan") is to further the
growth in earnings of the Company and to define the means of
paying incentive compensation to executives who, by their
knowledge, ability, ingenuity, integrity and industry have
contributed and are expected to continue to contribute
materially to the success of the Company's business. The
Plan is intended to stimulate a motivational environment,
achieve improved earnings performance, make key management
positions in the Company more attractive, focus management's
attention on key financial measurements and improve overall
efficiency. This Plan replaces all prior executive
incentive plans adopted by the Company.

B. DEFINITIONS

As used in the Plan, the following terms shall have the
meanings stated:

"Chief Executive Officer and Chairman of the Board" shall
mean the Chief Executive Officer and Chairman of the Board
of MCI.

"Chief Operating Officer and President" shall mean the Chief
Operating Officer and President of MCI.

"Committee" shall mean the Compensation Committee of the
board of directors of MCI.

"Company" shall mean MCI and its Subsidiaries.

"Disability" shall mean "totally disabled" as such term is
defined in the Company's long-term disability insurance
plan, as from time to time in effect.

"Employee" shall mean an individual actively employed during
the relevant period at the relevant dates by the Company.

"MCI" shall mean MCI Communications Corporation.

"Operating Cash Flow" shall mean net income before interest,
taxes, depreciation and amortization.

<PAGE> Exhibit 10(e)
-------------
(2 of 5)

"Revenue growth" shall mean revenue from business operation
for the relevant year.

"Operating Income" shall mean income from operations for the
relevant year.

"Participant" shall mean all Employees of MCI and each
Subsidiary holding, on the last day of the last month of the
third quarter for the relevant year, a position at the level
of E-9 or higher, except the Chief Executive Officer and the
Chairman of the Board of MCI, and the Chief Operating
Officer and President of MCI.

"Subsidiary" shall mean MCI Telecommunications Corporation,
MCI International, Inc., and any other direct or indirect
subsidiary of MCI from time to time designated as a
Subsidiary for purposes of the Plan by the Chief Executive
Officer.

"Target Incentive Award" shall mean the dollar amount set by
the Chief Executive Officer for Participants in each
eligible salary grade level.

C. TARGET INCENTIVE AWARDS

Prior to the end of the first quarter of each fiscal year,
the Chief Executive Officer will establish a Target
Incentive Award for each Participant. The target award will
be a percentage of the midpoint of the salary range to which
the Participant is assigned.

D. PERFORMANCE MEASUREMENT AND AWARD DETERMINATION

The performance criteria for Participants in grades E9
through E13 will be established by the management of the
business units prior to the end of February based on the
business unit's business plan. Performance will be measured
and awards will be determined by the business units. For
staff units who do not have a business plan, criteria and
awards will be established by the management of the unit.
Unit plans and the resulting awards will be subject to
review by the Committee.

Executives at the level of Grade E14 or higher will be
placed in a special performance program which considers an
appropriate combination of corporate, business unit, and
individual performance. Prior to the end of February
corporate performance criteria for this special performance

<PAGE> Exhibit 10(e)
-------------
(3 of 5)

program will be proposed by the Chief Executive Officer and
approved by the Committee. Certain corporate staff officers
at the E12 and E13 level may be designated to be included in
this program.

E. AWARDS FOR THE CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
BOARD AND CHIEF OPERATING OFFICER AND PRESIDENT

The Chief Executive Officer and the Chairman of the
Board of Directors and the Chief Operating Officer and
President of MCI shall be entitled to an incentive
award as determined by the Committee in its sole
discretion.

F. NEW HIRES AND PROMOTIONS

An individual who becomes a Participant because of being
promoted or hired shall be eligible for inclusion in the
Plan starting in the month following the month of hire or
promotion providing that the individual is hired by the last
day of the third quarter of the year. A Participant who is
promoted to a higher grade shall be eligible for a prorata
award based on the target award for the prior grade through
the month in which the promotion occurred and on the target
award for the higher grade starting in the month following
the month of the promotion.

G. DEATH, RETIREMENT OR DISABILITY

If a Participant's employment terminates due to death,
disability or retirement, the Participant or his/her estate
shall be entitled to a prorata incentive award equal to what
he or she would have been entitled to receive as a
Participant to the date of termination.

H. LEAVES OF ABSENCE AND DISABILITY

If a Participant is on a short or long term disability or
leave of absence in excess of 60 days during the plan year,
the period of absence will not be included in the award
calculation and the award will be prorated.

If a Participant is on a short term or long term disability
at the time awards are paid, the prorata award will be paid
if the Participant worked at least one month during the year
which performance was measured.

<PAGE> Exhibit 10(e)
-------------
(4 of 5)

Except for military leave, if a Participant has not returned
to work and is on a personal or family leave of absence at
the time awards are paid, the award will be paid only if the
Participant returns to work within six months of the start
of the leave. If the Participant does not return by the end
of the six month period, the award is forfeited.

I. PLAN ADMINISTRATION

1. Except as otherwise provided herein, the Plan shall be
administered by the Committee. The Committee shall be
appointed by the board of directors of MCI and consist
entirely of outside directors who are disinterested
directors.

2. The Committee shall act with respect to the Plan by the
a majority of its members (which must be at least two)
and such action may be taken either by a vote at a
meeting or in writing without a meeting. The Committee
shall have the fullest power and discretion permitted
by law to construe and interpret this Plan and to
establish and to amend rules and regulations for its
administration. The interpretation and construction of
the provisions of the Plan by the Committee shall be
final and binding.

3. All expenses incurred in the administration of the Plan
shall be borne by the Company.

4. The Plan may be amended at any time and from time to
time by the Committee, and nothing herein shall limit
the Company from changing the salary grade to which a
Participant is assigned for purposes of the Plan.

5. The Plan does not confer upon the Participant any right
with respect to continuance of employment with the
Company nor does it alter the Participant's status as
an employee-at-will of the Company, whose employment
may be terminated by the Company at any time for any
reason or no reason.

6. MCI reserves the right to amend or terminate the Plan
at any time.

J. DISTRIBUTION OF INCENTIVE COMPENSATION

The Company shall pay in cash to each Participant the amount
of incentive compensation awarded to that Participant, after
deducting from the Participant's award all required federal,
state, local or other withholding taxes, amounts required to

<PAGE> Exhibit 10(e)
-------------
(5 of 5)

be withheld by law or amounts owed by the Participant to the
Company. Notwithstanding any other provision in this Plan,
the Company shall not be required to distribute an incentive
compensation award to a person who is not an Employee on the
active payroll on the date of distribution (except as
provided in Section H above), or to a Participant whose
individual performance is determined by the Chief Executive
Officer to be unsatisfactory. Awards will be paid annually
by the end of the first quarter of the following year.

K. SPENDTHRIFT CLAUSE

Except as may be otherwise required by law, no award or
payment under this Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, whether voluntary or
involuntary, and no attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge the same
shall be valid, nor shall any such benefit or payment be in
any way liable for or subject to the debts, contracts,
liabilities, engagements or torts of any person entitled to
such benefit or payment, or subject to attachment,
garnishment, levy, executive or other legal or equitable
process.

IN WITNESS WHEREOF, MCI COMMUNICATIONS CORPORATION has
caused this instrument to be executed by its duly authorized
officers, and its corporate seal to be hereunto affixed as
of the 1st day of February, 1995.

MCI COMMUNICATIONS CORPORATION

/s/ John H. Zimmerman
------------------------------
John H. Zimmerman
Chief Human Resources Officer

ATTEST:

/s/ C. Bolton-Smith, Jr.
--------------------------
C. Bolton-Smith, Jr.
Secretary

<PAGE> Exhibit 10(i)
---------------
(1 of 15)

MCI COMMUNICATIONS CORPORATION

BOARD OF DIRECTORS DEFERRED

COMPENSATION PLAN

<PAGE> Exhibit 10(i)
---------------
(2 of 15)

MCI COMMUNICATIONS CORPORATION
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE SECTION PAGE

I Purpose and Effective Date. . . . . . . . . . . . . . 1
1.01 Title . . . . . . . . . . . . . . . . . . . . 1
1.02 Purpose . . . . . . . . . . . . . . . . . . . 1
1.03 Effective Date. . . . . . . . . . . . . . . . 1

II Definitions and Construction of the Plan Document . . 2
2.01 Beneficiary . . . . . . . . . . . . . . . . . 2
2.02 Board . . . . . . . . . . . . . . . . . . . . 2
2.03 Board Member. . . . . . . . . . . . . . . . . 2
2.04 Committee . . . . . . . . . . . . . . . . . . 2
2.05 Company. . . . . . . . . . . . . . . . . . . 2
2.06 Compensation. . . . . . . . . . . . . . . . . 2
2.07 Deferral Agreement. . . . . . . . . . . . . . 2
2.08 Deferred Compensation . . . . . . . . . . . . 2
2.09 Deferral Year . . . . . . . . . . . . . . . . 2
2.10 Disability. . . . . . . . . . . . . . . . . . 3
2.11 Election Date . . . . . . . . . . . . . . . . 3
2.12 Gender and Number . . . . . . . . . . . . . . 3
2.13 Headings. . . . . . . . . . . . . . . . . . . 3
2.14 Investment Preference . . . . . . . . . . . . 3
2.15 Participant . . . . . . . . . . . . . . . . . 3
2.16 Participant Account . . . . . . . . . . . . . 3
2.17 Plan Administrator. . . . . . . . . . . . . . 3
2.18 Plan Year . . . . . . . . . . . . . . . . . . 3
2.19 Termination of Service. . . . . . . . . . . . 3

III Eligibility and Participation . . . . . . . . 4
3.01 Eligibility . . . . . . . . . . . . . . . . . 4
3.02 Participation . . . . . . . . . . . . . . . . 4

<PAGE> Exhibit 10(i)
---------------
(3 of 15)

TABLE OF CONTENTS

(Continued)

ARTICLE SECTION PAGE

IV Deferral of Compensation. . . . . . . . . . . . . . . 5
4.01 Compensation Deferral . . . . . . . . . . . . 5
4.02 Deferral Period . . . . . . . . . . . . . . . 5
4.03 Election to Participate or to Increase. . . . 5
Contributions . . . . . . . . . . . . . . . . 5
4.04 No Deferral Without Agreement . . . . . . . . 5
4.05 Duration of Deferral Agreement. . . . . . . . 5

V Participant Account and Investment Options. . 6
5.01 Participant Account . . . . . . . . . . . . . 6
5.02 Reporting . . . . . . . . . . . . . . . . . . 6
5.03 Investment Options. . . . . . . . . . . . . . 6
5.04 Changes . . . . . . . . . . . . . . . . . . . 6

VI Distribution. . . . . . . . . . . . . . . . . 7
6.01 Distribution of Account Balance . . . . . . . 7
6.02 Nonforfeitable Right to Account Value . . . . 7
6.03 Form of Distribution. . . . . . . . . . . . . 7

VII Hardship and Other Distributions. . . . . . . 8
7.01 Hardship. . . . . . . . . . . . . . . . . . . 8
7.02 Other . . . . . . . . . . . . . . . . . . . . 8
7.03 Effect of Distribution. . . . . . . . . . . . 8

VIII Beneficiary . . . . . . . . . . . . . . . . . 9
8.01 Beneficiary Designation . . . . . . . . . . . 9
8.02 Proper Beneficiary. . . . . . . . . . . . . . 9
8.03 Minor or Incompetent Beneficiary. . . . . . . 9
8.04 No Beneficiary Designated . . . . . . . . . . 9

<PAGE> Exhibit 10(i)
---------------
(4 of 15)

TABLE OF CONTENTS

(Continued)

ARTICLE SECTION PAGE

IX Administration of the Plan. . . . . . . . . . 10
9.01 Majority Vote . . . . . . . . . . . . . . . . 10
9.02 Finality of Determination . . . . . . . . . . 10
9.03 Certificates and Reports. . . . . . . . . . . 10
9.04 Indemnification and Exculpation . . . . . . . 10
9.05 Expenses. . . . . . . . . . . . . . . . . . . 10

X Claims Procedure. . . . . . . . . . . . . . . 11
10.01 Written Claim . . . . . . . . . . . . . . . . 11
10.02 Denied Claim. . . . . . . . . . . . . . . . . 11
10.03 Review Procedure. . . . . . . . . . . . . . . 11
10.04 Committee Review. . . . . . . . . . . . . . . 11

XI Nature of Company's Obligation. . . . . . . . 12
11.01 Company's Obligation. . . . . . . . . . . . . 12
11.02 Creditor Status . . . . . . . . . . . . . . . 12

XII Miscellaneous . . . . . . . . . . . . . . . . 13
12.01 Written Notice. . . . . . . . . . . . . . . . 13
12.02 Change of Address . . . . . . . . . . . . . . 13
12.03 Merger, Consolidation or Acquisition. . . . . 13
12.04 Amendment and Termination . . . . . . . . . . 13
12.05 Non-transferability . . . . . . . . . . . . . 13
12.06 Legal Fees. . . . . . . . . . . . . . . . . . 13
12.07 Acceleration of Payment . . . . . . . . . . . 14
12.08 Applicable Law. . . . . . . . . . . . . . . . 14

<PAGE> Exhibit 10(i)
---------------
(5 of 15)

ARTICLE I

PURPOSE AND EFFECTIVE DATE

1.01 Title. This Plan shall be known as the MCI
Communications Corporation Board of Directors Deferred Compensation
Plan (hereinafter referred to as the "Plan").

1.02 Purpose. The purpose of the Plan is to permit
non-officer Board Members to defer the receipt of monthly retainer
and meeting fees for services.

1.03 Effective Date. The effective date of this Plan
shall be July 1, 1994.

ARTICLE II

DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

2.01 Beneficiary. "Beneficiary" shall mean the person
designated pursuant to Section 8.01 to receive any benefits under
this Plan.

2.02 Board. "Board" shall mean the Board of Directors
of the Company.

2.03 Board Member. "Board Member" shall mean any non-
officer member of the Board of Directors who is eligible to
participate in the plan.

2.04 Committee. "Committee" shall mean the Nominating
Committee of the Board.

2.05 Company. "Company" shall mean MCI Communications
Corporation.

2.06 Compensation. "Compensation" shall mean the
monthly retainer and meeting fees paid to a Board Member by the
Company. (Travel reimbursements and other similar expenses are
specifically excluded under this definition.) In order for
compensation to be eligible for deferral under this plan, it must
be taxable in the United States.

<PAGE> Exhibit 10(i)
---------------
(6 of 15)

2.07 Deferral Agreement. "Deferral Agreement" shall
mean the written form submitted to the Plan Administrator before
the relevant Election Date pursuant to which the Board Member
elects to defer a specific percentage of Compensation otherwise
payable subsequent to the date of such Agreement. The Deferral
Agreement shall be effective only when acknowledged by the Company.

2.08 Deferred Compensation. "Deferred Compensation"
shall mean the portion of a Participant's Compensation for any
calendar year, or part thereof, that has been deferred pursuant to
the Plan.

2.09 Deferral Year. "Deferral Year" shall mean a Plan
Year for which a Participant has an operative Deferral Agreement.

2.10 Disability. "Disability" shall mean a disability
falling within the definition of "totally disabled" or conceptually
similar words as set forth in the Company's group long-term
disability insurance plan, as from time to time in effect. The
Committee shall have the discretion to determine whether a
Participant is disabled pursuant to this Section.

2.11 Election Date. The "Election Date" is the date
before which a Board Member must submit a valid Deferral Agreement
to the Plan Administrator in order to defer Compensation. The
applicable Election Dates are as follows: (a) 30 days after
adoption of the Plan for Board Members who are eligible to
participate at the time the Plan is adopted, (b) 30 days after a
newly eligible Board Member is notified of the right to participate
in the Plan, or (c) any December 1 (covering Compensation in the
next Plan Year) if (a) or (b) above do not apply.

2.12 Gender and Number. Wherever the context so
requires, masculine pronouns include the feminine and singular
words shall include the plural.

2.13 Headings. Headings of the Articles of this Plan
are included for ease of reference only and are not to be used for
the purpose of construing any portion or provision of this Plan
document.

2.14 Investment Preference. The investment option or
options selected by the Participant from those designated by the
Company to determine investment results on the Deferred
Compensation.

2.15 Participant. "Participant" shall mean a Board
Member who has deferred a portion of Compensation pursuant to the
terms of this Plan, and whose account balance has not yet been
fully distributed.

<PAGE> Exhibit 10(i)
---------------
(7 of 15)

2.16 Participant Account. A "Participant Account"
means the book account established by the Company for a
Participant, to which Deferred Compensation and deemed investment
results are credited.

2.17 Plan Administrator. "Plan Administrator" shall
mean the Chief Human Resources Officer of the Company.

2.18 Plan Year. The "Plan Year" is the twelve month
period commencing January 1 and ending December 31.

2.19 Termination of Service. "Termination of Service"
or similar expression shall mean the termination of the
Participant's service as a member of the Board of Directors.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.01 Eligibility. Eligibility for participation in
this Plan shall be determined by the Committee, in its sole
discretion, but all Participants must be non-officer members of the
Board of Directors.

3.02 Participation. A Board Member, after having been
selected for participation by the Committee, shall, as a condition
to deferring Compensation, complete a duly executed Deferral
Agreement and return it to the Plan Administrator.

ARTICLE IV

DEFERRALS OF COMPENSATION

4.01 Compensation Deferral. Each Board Member may by
submitting a Deferral Agreement on or before the relevant Election
Date have a percentage of Compensation deferred in accordance with
the terms and conditions of this Plan.

<PAGE> Exhibit 10(i)
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(8 of 15)

4.02 Deferral Period. A Participant may make an
election to defer Compensation for a minimum of one full calendar
year. The Participant may specify the form of distribution and the
time of distribution; provided, however that Compensation may not
be deferred beyond the age of 70. The Participant may also specify
the form of distribution to be made on his/her death, Disability or
termination of service as a Board Member. All such elections
shall be made on the applicable Deferral Agreement.

4.03 Election to Participate or to Increase
Contributions. A Board Member desiring to participate in the Plan
or a Participant who desires to commence, increase, decrease, or
cease the amount of Compensation being deferred under the Plan must
submit a written Deferral Agreement to the Plan Administrator by
each applicable Election Date. Deferral Agreements filed by the
applicable Election Date as provided in Section 2.11 shall cause
future Compensation to be deferred in the calendar year to which
such Agreement applies. A properly executed and filed Deferral
Agreement becomes effective on the first day of the month
subsequent to the applicable Election Date. Deferral Agreements
entered into under the conditions of 2.11(c) shall cause
Compensation to be deferred beginning with the January payment for
the next Plan Year.

4.04 No Deferral Without Agreement. A Participant who
has not submitted a valid Deferral Agreement to the Plan
Administrator before the relevant Election Date may not defer any
Compensation under this Plan for the applicable Deferral Year.

4.05 Duration of Deferral Agreement. A Deferral
Agreement remains in effect with respect to any Compensation which
may otherwise become payable for any Plan Year unless, before the
Election Date applicable to elections for such Plan Year, the
Participant submits written revocation (having prospective effect
only). Participants may not revoke a Deferral Agreement after the
commencement of the Deferral Year except as may be permitted by
Section 7.01.

ARTICLE V

PARTICIPANT ACCOUNT AND INVESTMENT OPTIONS

5.01 Participant Account. Compensation amounts
deferred by a Participant under a written Deferral Agreement and a
deemed rate of return shall be credited to a Participant's Account.

<PAGE> Exhibit 10(i)
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(8 of 15)

5.02 Reporting. The Company will provide each
Participant with a quarterly statement for his/her Deferral Account
detailing the transactions in the Participant's Account, investment
performance and balances.

5.03 Investment Options. The Company will deem
Deferred Compensation to be invested in investment options similar
to those provided to participants in the MCI Communications
Corporation Retirement Savings Plan. The Company will consider the
Participant's Investment Preferences in establishing a basis for
the return on a Participant Account. The Participant agrees on
behalf of him/herself and her/his designated Beneficiary that the
value of his/her Participant Account at any point in time shall be
the value as if the Company would have invested all such Deferred
Compensation as indicated in his or her Investment Preference in
the applicable Deferral Agreement.

5.04 Changes. Changes in Investment Preference may be
made at the start of a month upon completion of the Investment
Preference Change Form and received by the Plan Administrator 30
days prior to the start of the month and will apply to future
deferred amounts as well as deemed account balances.

ARTICLE VI

DISTRIBUTION

6.01 Distribution of Account Balance. Distribution of
the value of the Participant's Account shall be in a lump sum or in
annual installments as specified in the applicable Deferral
Agreements. Payment shall begin no later than the February 15th of
the following Plan Year in which the Participant has requested that
the Deferral Agreement end, or if following the Participant's
death, Disability, Termination of Service or the attainment of age
70 (if elected by the Participant in his/her Deferral Agreement)
the February 15th in the Plan Year following the Plan Year in which
such event occurs. Disability shall be deemed to occur upon the
date the Committee deems that the Participant is disabled pursuant
to Section 2.10.

6.02 Nonforfeitable Right to Account Value. The
Participant shall have a nonforfeitable right to the value of the
Participant's Account attributable to Deferred Compensation plus
deemed return under the terms of this Plan.

6.03 Form of Distribution. All distributions of a
Participant's Account shall be made in cash only.

<PAGE> Exhibit 10(i)
---------------
(10 of 15)

ARTICLE VII

HARDSHIP AND OTHER DISTRIBUTIONS

7.01 Hardship. At the sole discretion of the Committee
and at the request of a Participant before the time elected or
Termination of Service, or at the request of any of the
Participant's beneficiaries after the Participant's death, the
Committee may (1) accelerate and pay all or part of the value of a
Participant's Account due under this Plan, or (2) allow the
Participant to reduce or revoke his/her Deferral Agreement
prospectively. Accelerated distributions or discontinuance of
deferrals may be allowed only in the event of a financial emergency
beyond the Participant's or Beneficiary's control due to
unforeseeable circumstances and only if disallowance of a
distribution would create a severe hardship for the Participant or
Beneficiary. An accelerated distribution must be limited to only
that amount necessary to relieve the financial emergency.

7.02 Other. In the event of the Participant's death or
Disability, distribution will be made in the manner designated by
the Participant in the Deferral Agreement, but will commence when
the Committee has notice of the Participant's death or Disability,
as provided in Section 6.01.

7.03 Effect of Distribution. A hardship distribution
under this Section is in lieu of that portion of the amounts that
would have been paid otherwise pursuant to this Plan and the
applicable Deferral Agreements.

ARTICLE VIII

BENEFICIARY

8.01 Beneficiary Designation. A Participant may
designate one Beneficiary and one alternate Beneficiary to receive
benefits under the Plan upon his death by completing the
appropriate space on the Beneficiary Designation Form. A
Participant shall have the right to change the Beneficiary by
submitting to the Plan Administrator a Change of Beneficiary form.
The Plan Administrator shall acknowledge the receipt of the
Participant's Change of Beneficiary Form. The designation of a
Beneficiary shall apply to the Participant's entire account balance
rather than individual deferral elections. The Participant must
inform the Plan Administrator of any changes in his/her designated
Beneficiary's address, name or telephone number.

<PAGE> Exhibit 10(i)
---------------
(11 of 15)

8.02 Proper Beneficiary. In the event that the
identity of the proper beneficiary is unclear or disputed, the
Company shall have the right to withhold such payments until the
matter is finally adjudicated. However, any payment made by the
Company, in good faith and in accordance with this Plan, shall
fully discharge the Company from all further obligations with
respect to that payment.

8.03 Minor or Incompetent Beneficiary. In making any
payments to or for the benefit of any minor or an incompetent
Beneficiary, the Committee in its sole and absolute discretion may
make a distribution to a legal or natural guardian or other
relative of a minor or court appointed committee of such
incompetent. Or, it may make a payment to any adult with whom the
minor or incompetent temporarily or permanently resides. The
receipt by a guardian, committee, relative or other person shall be
a complete discharge to the Company. Neither the Committee nor the
Company shall have any responsibility to see to the proper
application of any payments so made.

8.04 No Beneficiary Designated. If no Beneficiary has
been designated, if the Beneficiary cannot be found, or if the
Beneficiary fails to survive the Participant or fails to take the
benefits, the Participant's Account shall be paid to the alternate
Beneficiary (if any) or to the Participant's estate.

ARTICLE IX

ADMINISTRATION OF THE PLAN

9.01 Majority Vote. All resolutions or other actions
taken by the Committee shall be by vote of a majority of those
present at a meeting at which a majority of the members are
present, or in writing by all the members at the time in office if
they act without a meeting. Any member affected shall not be
eligible to vote.

9.02 Finality of Determination. Subject to the Plan,
the Committee shall, from time to time, establish rules, forms and
procedures for the administration of the Plan. Except as herein
otherwise expressly provided, the Committee shall have the
exclusive right to interpret the Plan and to decide any and all
matters arising thereunder or in connection with the administration
of the Plan, and it shall endeavor to act, whether by general rules
or by particular decisions, so as not to discriminate in favor of

<PAGE> Exhibit 10(i)
---------------
(12 of 15)

or against any person. The decisions, actions and records of the
Committee shall be conclusive and binding upon the Company and all
persons having or claiming to have any right or interest in or
under the Plan.

9.03 Certificates and Reports. The members of the
Committee and the officers and directors of the Company shall be
entitled to rely on all certificates and reports made by any duly
appointed accountants, and on all opinions given by any duly
appointed legal counsel, which legal counsel may be counsel for the
Company.

9.04 Indemnification and Exculpation. The Company
shall indemnify and hold harmless each member of the Committee and
the Plan Administrator against any and all expenses and liabilities
arising out of membership on the Committee or fulfilling the duties
of Plan Administrator. Expenses against which a member of the
Committee or the Plan Administrator shall be indemnified hereunder
shall include, without limitation, the amount of any settlement or
judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted, or a proceeding
brought or settlement thereof. The foregoing right of
indemnification shall be in addition to any other rights to which
any such member of the Committee or Plan Administrator may be
entitled as a matter of law.

9.05 Expenses. The expenses of administering the Plan
shall be borne by the Company.

ARTICLE X

CLAIMS PROCEDURE

10.01 Written Claim. Benefits shall be paid in
accordance with the provisions of this Plan. The Participant, or
a designated recipient or any other person claiming through the
Participant may make a written claim under this Plan. This written
claim shall be mailed or delivered to the Plan Administrator. Such
claim shall be reviewed by the Plan Administrator or a delegate.

10.02 Denied Claim. If the claim is denied, in full or
in part, the Plan Administrator shall provide a written notice
within ninety (90) days setting forth the specific reasons for
denial, and any additional material or information necessary to
perfect the claim, and an explanation of why such material or
information is necessary, and appropriate information and
explanation of the steps to be taken if a review of the denial is
desired.

<PAGE> Exhibit 10(i)
---------------
(13 of 15)

10.03 Review Procedure. If the claim is denied and a
review is desired, the Participant (or Beneficiary) shall notify
the Plan Administrator in writing within sixty (60) days after
receipt of the written notice of denial. In requesting a review,
the Participant or Beneficiary may request a review of the Plan
Document or other pertinent documents created under this Plan,
may submit any written issues and comments, may request an
extension of time for such written submission of issues and
comments, and may request that a hearing be held, but the decision
to hold a hearing shall be within the sole discretion of the
Committee.

10.04 Committee Review. The decision on the review of
the denied claim shall be rendered by the Committee within sixty
(60) days after the receipt of the request for review (if no
hearing is held) or within sixty (60) days after the hearing if one
is held. The decision shall be written and shall state the
specific reasons for the decision including reference to specific
provisions of this Plan on which the decision is based.

ARTICLE XI

NATURE OF COMPANY'S OBLIGATION

11.01 Company's Obligation. The Company's obligations
under this Plan shall be an unfunded and unsecured promise to pay.
The Company shall not be obligated under any circumstances to fund
its financial obligations under this Plan.

11.02 Creditor Status. Any assets which the Company may
set aside to help cover its financial liabilities hereunder are and
must remain general assets of the Company subject to the claims of
its creditors. The Participant's relationship to the Company under
this Agreement shall be only that of a general unsecured creditor,
and this Agreement (including any action taken pursuant hereto)
shall not, in and of itself, create or be construed to create a
trust or fiduciary relationship of any kind between the Company
and the Participant, his or her Beneficiary or other person, or a
security interest of any kind in any property of the Company in
favor of the Participant or any other person. The arrangement
created by this Plan is intended to be unfunded and no trust,
security, escrow, or similar account shall be required to be
established for the purposes of payment hereunder. However, the
Company may in its discretion establish a "rabbi trust" (or other
arrangement having equivalent taxation characteristics under the
Internal Revenue Code or applicable regulations or rulings) to hold
<PAGE> Exhibit 10(i)
---------------
(14 of 15)

assets, subject to the claims of the Company's creditors in the
event of insolvency for the purpose of making payments hereunder.
If the Company establishes such a trust, amounts paid therefrom
shall discharge the obligations of the Company hereunder to the
extent of the payments so made. All rights of ownership in any
such assets are and remain in the Company.

ARTICLE XII

MISCELLANEOUS

12.01 Written Notice. Any notice which shall be or may
be given under the Plan or a Deferral Agreement shall be in writing
and shall be mailed by United States mail, postage prepaid. If
notice is to be given to the Plan Administrator, such notice shall
be addressed to the Company at 1801 Pennsylvania Ave., N.W.,
Washington, DC 20006, marked for the attention of the Chief Human
Resources Officer of the Company or if notice to a Participant,
addressed to the address shown on such Participant's Deferral
Agreement.

12.02 Change of Address. Any party may, from time to
time, change the address to which notices shall be mailed by giving
written notice of such new address.

12.03 Merger, Consolidation or Acquisition. The Plan
shall be binding upon the Company, its assignees, and any successor
company which shall succeed to substantially all of its assets and
business through merger, acquisition or consolidation, and upon a
Participant, a Beneficiary, assigns, heirs, executors and
administrators.

12.04 Amendment and Termination. The Company retains
the sole and unilateral right to terminate, amend, modify, or
supplement this Plan, in whole or part, at any time, including an
amendment that would accelerate the payment of amounts standing
credited to Participants' Accounts. However, no Company action
under this right shall reduce the Account of any Participant or
Beneficiary.

12.05 Non-transferability. No sale, transfer,
alienation, assignment, pledge, collateralization or attachment of
any benefits under this Plan shall be valid or recognized by the
Company. Neither the Participant, spouse, or designated
Beneficiary shall have any power to hypothecate, mortgage, commute,
modify, or otherwise encumber in advance any of the benefits
payable hereunder, nor shall any of said benefits be subject to
seizure for the payment of any debts, judgments, alimony
<PAGE> Exhibit 10(i)
---------------
(15 of 15)

maintenance, owed by the Participant or Beneficiary, or be
transferable by operation of law in the event of bankruptcy,
insolvency, or otherwise.

12.06 Legal Fees. All reasonable legal fees incurred by
any Participant (or former Participant) to successfully enforce
valid rights under this Plan shall be paid by the Company in
addition to sums due under this Plan.

12.07 Acceleration of Payment. The Company reserves the
right to accelerate the payment of any benefits payable under this
Plan at any time without the consent of the Participant, the
Participant's estate, a Beneficiary or any other person claiming
through the Participant.

12.08 Applicable Law. This Plan shall be governed by
the laws of the state of New York without regard to its choice of
law provisions.

IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer on this 13th day of June,
1994, effective as of the first day of July, 1994.

MCI COMMUNICATIONS CORPORATION

BY /s/ Bert C. Roberts, Jr.
-------------------------
Chairman

ATTEST:

By /s/ C. Bolton-Smith, Jr.
------------------------

[SEAL]

<PAGE> Exhibit 10(l)
-------------
(1 of 187)

Date: 1994
---------------------------------

(1) BRITISH TELECOMMUNICATIONS
public limited company

(2) MOORGATE (TWELVE) LIMITED

(3) MCI COMMUNICATIONS
CORPORATION

(4) MCI VENTURES CORPORATION

(5) CONCERT COMMUNICATIONS
COMPANY

----------------------------

MODIFIED JOINT VENTURE
AGREEMENT

----------------------------

<PAGE> Exhibit 10(l)
-------------
(2 of 187)

I N D E X

Clause Description Page
No. No.
Parties .........................................1
Recitals ........................................1
1. Definitions ..................................2
2. Commencement of Agreement
and Conditions Precedent..........................10
3. Participation in NEWCO .......................21
4. Business of the Joint Venture ................21
5. Establishment of NEWCO .......................23
6. Closing and Closing Balance Sheet ............26
7. Management of NEWCO ..........................30
8. Appointment and Removal of Directors .........32
9. Meetings of Directors ........................33
10. Board Decisions ..............................35
11. Shareholder Consents .........................35
12. Shareholders' Meetings .......................39
13. Dividend Policy ..............................40
14. Accounts and Auditors ........................41
15. Financial Information ........................43
16. UK Tax Matters ...............................43
17. Shareholder Related Contracts ................47
18. Restrictions and Obligations on Shareholders .48
19. Restrictive Trade Practices Act ..............55
20. Business Plan and AOPB .......................56
21. Funding Obligations ..........................58
22. Breach of Funding Obligations ................59
23. Personnel ....................................61
24. Transfer of Shares ...........................61
25. Right of First Refusal on Transfer
of Shares ....................................62
26. Put Option ...................................69
27. Confidentiality ..............................73
28. Warranties and Undertakings ..................74
29. Relevant Events ..............................77
30. Call Options .................................84
31. Termination and Liquidation of NEWCO .........88
32. Severability .................................89
33. No Partnership or Agency .....................89
34. Conflicts ....................................89
35. Exercise of Voting Rights and Consents .......89
36. Further Assurance ............................90
37. Corporate and Trading Names ..................90

<PAGE> Exhibit 10(l)
-------------
(3 of 187)

38. Costs ........................................90
39. Waivers and Variations .......................90
40. Notices ......................................91
41. US Tax Treatment .............................92
42. Assignment ...................................92
43. Obligations of NEWCO .........................93
44. MCI Guarantee ................................93
45. BT Guarantee .................................93
46. Entire Agreement .............................94
47. Governing Law ................................94
48. Jurisdiction .................................94

SCHEDULES

SCHEDULE 1
(Form of Memorandum and Articles).........................96

SCHEDULE 2
(Particulars of NEWCO following Closing)...................126

SCHEDULE 3
(Form of Deed of Adherence)..............................127

SCHEDULE 4
(United States Tax Treatment) ..........................130

SCHEDULE 5
(List of Contracts) ...................................145

SCHEDULE 6
(Treatment of Newco Funding
from Early Start Completion to Closing)..................146

ANNEXES
1. Forms of Comfort Letter from the EC Commission ...148

<PAGE> Exhibit 10(l)
-------------
(4 of 187)

THIS AGREEMENT is made the day of 1994
BETWEEN

1. BRITISH TELECOMMUNICATIONS public limited company, a
company incorporated in England and Wales under
registration number 1800000, the registered office of
which is at 81 Newgate Street, London, EC1A 7AJ England
("BT")

2. MOORGATE (TWELVE) LIMITED a company incorporated in
England and Wales under registration number 2653079, the
registered office of which is at 81 Newgate Street,
London EC1A 7AJ, England ("BTH")

3. MCI COMMUNICATIONS CORPORATION a company incorporated
under the laws of Delaware the principal office of which
is at 1801 Pennsylvania Avenue NW, Washington DC 20006,
USA ("MCI")

4. MCI VENTURES CORPORATION a company incorporated under the
laws of Delaware the principal office of which is at 1801
Pennsylvania Avenue NW, Washington DC 20006, USA ("MCH")

5. CONCERT COMMUNICATIONS COMPANY an unlimited company
incorporated in England and Wales under registration
number 2840475, the registered office of which is at 81
Newgate Street, London EC1A 7AJ ("NEWCO")

RECITALS

(A) BT and MCI have entered into a Letter of Intent dated
June 2, 1993 whereby they indicated their agreement in
principle to merge certain of their activities in order
to achieve joint success in the global telecommunications
market and to offer a seamless set of global enhanced and
value added products to the customers of MCI and BT.

(B) In order to foster the intent expressed in Recital (A) BT
and MCI will be entering a series of agreements designed
to:

(a) enable the introduction of new, sophisticated
information technology products more effectively,
economically and rapidly;

<PAGE> Exhibit 10(l)
-------------
(5 of 187)

(b) secure a more comprehensive and technically-
advanced product range while enabling BT and MCI to
rationalise their respective product portfolios;

(c) avoid duplication of effort, lead to improved
global technical solutions, create greater choices
for customers, and enable BT and MCI to meet
specific customer needs more effectively; and

(d) reduce costs through a combined technology
platform and product portfolio, and these cost
savings will be passed through to the customers due
to strong competition in the global market.

(C) BT and MCI desire to create an integrated venture for the
provision of the Global Platform and Global Products as
defined herein.

(D) BTH is a wholly owned subsidiary of BT through which it
will hold its investment in NEWCO.

(E) MCH is a wholly owned subsidiary of MCI through which it
will hold its investment in NEWCO.

(F) BTH and MCH wish to establish a joint venture company to
which the Ultimate Parents or their respective
subsidiaries or affiliates will transfer certain of their
activities and license certain of their technology rights
relating to the provision of the Global Platform and
Global Products.

(G) BTH and MCH desire to have NEWCO act, and NEWCO is
desirous of acting, as the vehicle for the proposed joint
venture activities and have set out below the terms
governing the relationship of the shareholders in NEWCO,
their respective contributions to its operations,
capital, assets, and management. In addition BT and MCI
have agreed to provide certain undertakings of a strictly
limited nature without which the joint venture would not
be formed between BTH and MCH.

<PAGE> Exhibit 10(l)
-------------
(6 of 187)

OPERATIVE PROVISIONS

1. Definitions

1.1 In this Agreement the following words and expressions
shall have the following meanings ascribed to them except
as expressly stated herein:

"Accounting Reference Date" means 31 March or such other
accounting reference date of NEWCO as may apply from time
to time;

"'A' Director" means any director appointed by the 'A'
Shareholder pursuant to the Articles;

"affiliate" means any undertaking in respect of which a
Participating Interest is held by a Party hereto, or by
its Parent Undertaking or Ultimate Parent and any
Subsidiary Undertaking of its Parent Undertaking or
Ultimate Parent, save that neither Ultimate Parent shall
be considered to be an affiliate of the other Ultimate
Parent and NEWCO shall not be considered to be an
affiliate of a Shareholder or either Ultimate Parent;

"Agreement" means this Agreement, including all
Schedules;

"AOPB" means the annual operating plan and budget of
NEWCO and the NEWCO Group, being a budget calendarised by
month for the Business prepared in respect of each
Financial Year in conjunction with or as a corollary to
the annually reviewed and updated Business Plan to
include all those matters identified and set out in
Clause 20.6 and the identification, planning and
development of Global Products, approved under the
procedures of Clauses 11.1 or 20.4, except the first such
AOPB, which is the "First AOPB", as defined in the Early
Start Agreement;

"Articles" means the articles of association of NEWCO as
current from time to time;

"'A' Shareholder" means the holder for the time being of
the 'A' Shares and the 'C' Shares;

<PAGE> Exhibit 10(l)
-------------
(7 of 187)

"'A' Shares" means all issued 'A' ordinary shares of 10p
each in the capital of NEWCO;

"Auditors" means the auditors of NEWCO as current from
time to time;

"'B' Director" means any director appointed by the 'B'
Shareholder pursuant to the Articles;

"Board" means the board of directors of NEWCO as current
from time to time;

"'B' Shareholder" means the holder for the time being of
the 'B' Shares;

"'B' Shares" means all issued 'B' ordinary shares of 10p
each in the capital of NEWCO;

"Borrowing" means (without limitation):-

(a) all moneys borrowed or raised (with or without
security) by NEWCO or any Subsidiary
Undertaking of NEWCO (other than any share
capital unless that share capital is
redeemable at the option of the holder)
including without limitation the unpaid
purchase price of any asset other than a trade
debt incurred in the ordinary course of
business;

(b) the principal amount raised by NEWCO or any
Subsidiary Undertaking of NEWCO by acceptances
or under any acceptance credit opened on its
behalf by any bank or accepting house (not
being acceptances in relation to the purchase
of goods in the ordinary course of business
the amounts raised whereunder are to remain
outstanding for less than 120 days);

<PAGE> Exhibit 10(l)
-------------
(8 of 187)

(c) amounts payable under any lease, lease
purchase, conditional sale, credit sale or
deferred purchase agreement where such amounts
are treated as being in the nature of a
finance lease for the purposes of the UK
Statement of Standard Accounting Practice 2l
(or any modification, amendment or replacement
thereof);

(d) receivables sold, assigned or discounted with
any recourse; and

(e) (but not so as to be counted more than once)
all amounts of the type described in
paragraphs (a) to (d) above which are for the
time being guaranteed by or secured by assets
of, or are the subject of any indemnity by,
NEWCO or any of its Subsidiary Undertakings;

"BT Distribution Agreement" means the agreement entered
into after Early Start Completion between NEWCO and BT
concerning the distribution of products and services of
NEWCO;

"BT Group" means BT and its 75% subsidiaries other than
NEWCO and its subsidiaries and "75% subsidiary" shall be
construed in accordance with Section 838 of ICTA;

"BT N.A. Purchase Agreement" means the agreement dated
4th August 1993 (as amended) herewith between MCI, MCI
Telecommunications Corporation, BT and BT North America
Inc. concerning the sale to MCI of the business of BT
North America Inc.;

"BT Transfer Agreement" means the agreement entered into
after Early Start Completion between NEWCO and BT whereby
certain assets, contracts and leaseholds were transferred
to NEWCO;

"Business" means the activities of NEWCO and the NEWCO
Group described in Clause 4.1;

<PAGE> Exhibit 10(l)
-------------
(9 of 187)

"Business Plan" means a rolling 5 year business plan for
NEWCO and the NEWCO Group (which, without limitation,
will deal with all material matters for the Business
during the period in question and shall set out the
Shareholders' joint funding commitment for the period to
which it relates) together with all variations, updates
and extensions approved under the procedures of Clause
11.1 or 20.4, the first such Business Plan being as
defined as the "First Business Plan" in the Early Start
Agreement;

"'C' Shares" means all issued 'C' ordinary shares of PS1
each in the capital of NEWCO;

"CEO" means the chief executive officer of NEWCO from
time to time;

"Closing" means the completion of this Agreement in
accordance with Clause 6;

"Closing Balance Sheet" means the consolidated balance
sheet of the NEWCO Group, as at the time immediately
prior to Closing, as agreed or deemed to be agreed
pursuant to Clause 6.6 or, failing which, as determined
by the independent accountants instructed pursuant to
Clause 6;

"Companies Act" means the Companies Act 1985;

"director" means a director of NEWCO as current from time
to time and shall be deemed to include any alternate
director validly appointed by such director in accordance
with the Articles;

"Distribution Agreements" means the BT Distribution
Agreement and the MCI Distribution Agreement;

"Distributable Reserves" means such sum that is available
for distribution to the Shareholders being Newco's
accumulated, realised profits as shown in the preceding
Financial Year's audited individual accounts for Newco
prepared pursuant to Clause 14.1(b), so far as not

<PAGE> Exhibit 10(l)
-------------
(10 of 187)

previously utilised by distribution or capitalisation,
less its accumulated, realised losses as shown in the
audited individual accounts for Newco for the preceding
Financial Year prepared pursuant to Clause 14.1(b), so
far as not previously written off in a reduction or
reorganisation of capital duly made;

"Early Start Agreement" means the agreement between the
Parties dated [ ] 1994, relating to this Modified Joint
Venture Agreement, and "Early Start Completion",

"Early Start Balance Sheet" and "Early Start Term" shall
have the same meanings as in that Early Start Agreement;

"EC Commission" means the Commission of the European
Communities;

"EEC Treaty" means the Treaty establishing the European
Community (Treaty of Rome);

"Enhanced and Value-added Telecommunication Service" or
"Enhanced and Value Added Services" means any
international telecommunications service which regulation
permits to be offered (other than those described in (i),
(ii), (iii) and (iv) below) between two or more countries
by members of a single Group and which regulation permits
to be managed on an end to end basis but, for the
avoidance of doubt, this shall not include (i) voice
international simple resale (ii) international direct
distance dialling provided on a correspondent basis (iii)
the provision of international private leased circuits
and (iv) any services which for regulatory reasons must
be offered on a correspondent basis;

"Financial Year" means in respect of the first Financial
Year the period from the Early Start Completion to the
next Accounting Reference Date (save in respect of Clause
16, where the first Financial Year will be deemed to be
the period from Closing to the next Accounting Reference
Date) and in respect of each subsequent Financial Year
the period commencing with the date following the end of
the previous Financial Year and ending on the next
Accounting Reference Date;

<PAGE> Exhibit 10(l)
-------------
(11 of 187)

"Global Platform" means those transmission, switching,
signalling, network intelligence and/or service
management systems which from time to time are owned,
leased, managed or contracted for by NEWCO excluding any
Remote Network in order to provide the Services
("Services" and "Remote Network" being as defined in the
Distribution Agreements);

"Global Products" means any current or future Enhanced
and Value-added Telecommunication Service between two or
more countries;

"Group," except in relation to BT Group in Clause 16,
means any corporation and its Subsidiary Undertakings;
"holding company", "subsidiary" and "wholly-owned
subsidiary" have the meanings ascribed to them in
Sections 736 and 736A of the Companies Act as in effect
at the date hereof save (except in clauses 29.2(b) and
(d)) that NEWCO shall not be considered to be a
subsidiary of either Ultimate Parent and, for the
avoidance of doubt, for the purpose of determining
whether a company is a "wholly-owned subsidiary" any
share held by a nominee shall be deemed to be held by the
company appointing such nominee;

"ICTA" means the Income and Corporation Taxes Act 1988;

"Infonet" means Infonet Services Corporation;

"Intellectual Property Agreement" means the agreement in
the agreed form to be entered by NEWCO and each of the
Ultimate Parents or their affiliates relating to
intellectual property rights;

"International Outsourcing Services" means the provision
of the services described in Clause 4.1(d);

"Investment Agreement" means the agreement of even date
herewith between BT and MCI concerning the acquisition by
BT of shares of the class A common stock in MCI and
related terms in connection therewith;

<PAGE> Exhibit 10(l)
-------------
(12 of 187)

"MCI Distribution Agreement" means the agreement entered
into after Early Start Completion by NEWCO and MCI
Telecommunications Corporation concerning the
distribution of products and services of NEWCO;

"MCI Transfer Agreement" means the agreement in the
agreed form between NEWCO and MCI and its affiliates
whereby certain assets, contracts and leaseholds shall be
transferred to NEWCO;

"Memorandum" means the memorandum of association of NEWCO
as current from time to time;

"Merger Control Regulation" means EC Council Regulation
4064/89;

"Net Asset Value" means the value of the fixed and
current assets (including cash) less the liabilities of
the NEWCO Group as shown in the Closing Balance Sheet

"NEWCO Group" means NEWCO and its Subsidiary Undertakings
and for such purpose "Subsidiary Undertaking" shall have
the meaning in sections 258 to 260 and Schedule 10A of
the Companies Act as may be modified or amended from time
to time;

"Parent Undertaking", "Subsidiary Undertaking" and

"Participating Interest" shall have the meaning given in
sections 258 to 260 and Schedule 10A of the Companies
Act, as amended by the Companies Act 1989, as current at
the date hereof save that a Subsidiary Undertaking of
Newco shall have the meaning in sections 258 to 260 and
Schedule 10A of the Companies Act as may be modified or
amended from time to time;

"Party" means a party to this Agreement;

"Percentage Interest" means the aggregate voting rights
carried by the aggregate number of Shares held by a
Shareholder expressed as a percentage of the total voting
rights carried by all the Shares;

<PAGE> Exhibit 10(l)
-------------
(13 of 187)

"Registered Insolvency Practitioner" means an insolvency
practitioner licensed under the Insolvency Act 1986;

"Related Agreements" means the Investment Agreement, the
Distribution Agreements, the Intellectual Property
Agreement, the Syncordia Acquisition Agreement, the
Services Agreements, the Transfer Agreements and the
terms of Schedule 1 of the Early Start Agreement;

"RTPA" means the Restrictive Trade Practices Act 1976;

"Services Agreements" means the agreements entered into
after Early Start Completion between NEWCO and BT and
NEWCO and MCI Telecommunications Corporation whereby
certain services shall be provided to NEWCO;

"Share" means an 'A' Share, a 'B' Share or a 'C' Share;

"Shareholders" means the 'A' Shareholder and the 'B'
Shareholder;

"Start-up Costs" shall have the same meaning as in that
Early Start Agreement;

"Syncordia Acquisition Agreement" means the agreement
entered into after Early Start Completion whereby NEWCO
acquired from BT BT's Syncordia business;

"Taxes" means any US federal, state, county, local or
non-US, including, without limitation, any income,
transfer, sales, use, real or personal property taxes,
charges, fees, levies, other assessments, or withholding
taxes or charges imposed by any governmental entity, and
includes any interest and penalties (civil or criminal)
on or additions to any such taxes and any expenses
incurred in connection with the determination, settlement
or litigation of any Tax liability;

"Transfer Agreements" means the BT Transfer Agreement and
the MCI Transfer Agreement;

<PAGE> Exhibit 10(l)
-------------
(14 of 187)

"Treasury Regulation" means regulations drafted by the US
Department of the Treasury pertaining to the Internal
Revenue Code of 1986, as amended;

"Ultimate Parents" means BT and MCI;

"voice international simple resale" means voice over an
international private leased circuit with break-out into
the public switched telephone network at both ends;

"voting rights" means the number of votes exercisable
from time to time by a Shareholder in respect of the
Shares held by it on a poll at a general meeting of
NEWCO;

"working days" means Monday to Friday (inclusive)
excluding both English public and bank holidays and days
on which banks are authorised by law to close for
business in New York City;

"$" means US Dollars;

"PS" means UK pounds sterling.

1.2 Except as expressly provided herein, any reference
to any applicable legislation, including any Act of
Parliament, Act of US Congress or any EC Regulation shall
be deemed to include any amendment, replacement or re-
enactment thereof for the time being in force and to
include any bye-laws, licences, statutory instruments,
rules, regulations, orders, notices, directions, consents
or permissions made thereunder and any condition
attaching thereto.

1.3 In this Agreement, the singular shall include the
plural and vice versa and the masculine shall include the
feminine.

1.4 The headings in this Agreement are for ease of
reference only and shall not be taken into account in the
construction or interpretation of any provision to which
they refer.

<PAGE> Exhibit 10(l)
-------------
(15 of 187)

1.5 References herein to Clauses, Schedules and Annexes
shall refer to clauses of, schedules and annexes to this
Agreement.

1.6 References herein to "FCC Order", "the HSR Act",
"Exon-Florio", the "Certificate of Amendment" and the
"Byelaws Amendment" shall have the same meaning as in the
Investment Agreement.

1.7 References herein to a Party being obliged to procure
that another person shall do something or shall not do
something shall be deemed to require that Party to
exercise all voting rights and other powers of control
available to that Party in relation to that person so as
to procure, insofar as that Party is able by the exercise
of such rights and powers, that that person does or does
not do such thing, as appropriate.

1.8 The recitals to this Agreement shall not be taken
into account in the construction or interpretation of any
provision of this Agreement.

1.9 Whenever a document is referred to herein as being
"in the agreed form", it shall be in the form of the
document as initialled for identification purposes by
duly authorised representatives of the Parties upon
signature of this Agreement. Any note or text in bold
type in the BT Distribution Agreement, the MCI
Distribution Agreement, the Services Agreements and the
Intellectual Property Agreement indicates that the
provision in any clause or schedule remains to be
inserted or completed. Such provision in the BT
Distribution Agreement, the MCI Distribution Agreement,
the Intellectual Property Agreement and/or the Services
Agreements shall be subject to agreement by the Ultimate
Parents prior to execution of the BT Distribution
Agreement, the MCI Distribution Agreement, the
Intellectual Property Agreement and/or the Services
Agreements and shall (except in the case of the
Intellectual Property Agreement) be consistent with the
Business Plan.

<PAGE> Exhibit 10(l)
-------------
(16 of 187)

2. Commencement of Agreement and Conditions Precedent

2.1 Until Closing only the following Clauses shall be in
effect between the Parties, namely Clauses 1, 2, 5, 17,
19, 20.1, 20.2, 27, 28, 32 to 36 inclusive and 38 to 48
inclusive and from Closing all the Agreement shall be in
effect.

2.2 The following are conditions precedent of this
Agreement:

(a) the furnishing of particulars of this Agreement
and the Related Agreements and all other documents
relating to the arrangements contemplated thereby
under the RTPA as referred to in Clause 2.5(b)
shall have taken place and either:

(i) the Director General of Fair Trading shall
have indicated to either or both of the
Ultimate Parents in writing that this
Agreement and the Related Agreements are not
registrable under the RTPA; or

(ii) the Director General of Fair Trading
shall have indicated to either or both of the
Ultimate Parents in writing that he will
refrain from taking proceedings before the
Restrictive Practices Court under Section
21(1)(a) of the RTPA in respect of this
Agreement and the Related Agreements; or

(iii) the Secretary of State shall have given
directions under Section 21(2) of the RTPA
discharging the Director General of Fair
Trading from taking proceedings in the
Restrictive Practices Court in respect of this
Agreement and the Related Agreements, subject
only to conditions or undertakings which:

(A) unless BT agrees otherwise, have no
material adverse effect on the business
of BT taken as a whole or on BT's rights
under this Agreement and the Related
Agreements (other than the Investment

<PAGE> Exhibit 10(l)
-------------
(17 of 187)

Agreement) or which, in BT's reasonable
opinion, would not materially diminish,
taken as a whole, BT's rights or
protections with respect to its
investment in MCI under the Investment
Agreement, the Certificate of Amendment
or the Byelaws Amendment; and

(B) unless MCI agrees otherwise, have no
material adverse effect on the business
of MCI taken as a whole or on MCI's
rights under this Agreement and the
Related Agreements; and

(b) either one of the following conditions is
satisfied:

(i) the EC Commission shall have issued a
decision under the Merger Control Regulation
(or be deemed to have done so under such
Regulation) declaring the arrangements
contemplated in this Agreement and the Related
Agreements compatible with the common market,
subject only to conditions or undertakings
which:

(A) unless BT agrees otherwise, have no
material adverse effect on the business
of BT taken as a whole or on BT's rights
under this Agreement and the Related
Agreements (other than the Investment
Agreement) or which, in BT's reasonable
opinion, would not materially diminish,
taken as a whole, BT's rights or
protections with respect to its
investment in MCI under the Investment
Agreement, the Certificate of Amendment
or the Byelaws Amendment; and

<PAGE> Exhibit 10(l)
-------------
(18 of 187)

(B) unless MCI agrees otherwise, have no
material adverse effect on the business
of MCI taken as a whole or on MCI's
rights under this Agreement and the
Related Agreements;

For the avoidance of doubt, if the EC
Commission shall have referred only part of
the arrangements contemplated by this
Agreement and the Related Agreements in the
circumstances mentioned in the first proviso
to this Clause 2.2(b), the arrangements
mentioned in this Clause 2.2(b)(i) shall mean
that part of the arrangements not so referred;
or

(ii) the EC Commission shall have issued a
decision under the Merger Control Regulation
concluding that the arrangements contemplated
by this Agreement and the Related Agreements
do not fall within the Merger Control
Regulation and either:

(A) the Ultimate Parents shall have
received an unqualified and unequivocal
comfort letter or formal decision which
indicates that such arrangements are not
prohibited as contrary to Article 85(1)
or 86 of the EEC Treaty; or

(B) the Ultimate Parents shall have
received a formal decision from the EC
Commission granting an exemption in
respect of such arrangements under
Article 85(3) of the EEC Treaty subject
only to conditions or undertakings which:

(I) unless BT agrees otherwise, have
no material adverse effect on the
business of BT taken as a whole or
on BT's rights under this Agreement
and the Related Agreements (other
than the Investment Agreement) or
which, in BT's reasonable opinion,

<PAGE> Exhibit 10(l)
-------------
(19 of 187)

would not materially diminish, taken
as a whole, BT's rights or
protections with respect to its
investment in MCI under the
Investment Agreement, the
Certificate of Amendment or the
Byelaws Amendment; and

(II) unless MCI agrees otherwise,
have no material adverse effect on
the business of MCI taken as a whole
or on MCI's rights under this
Agreement and the Related
Agreements; or

(C) the Ultimate Parents shall have
received a comfort letter in standard
form unqualified in any way (which it is
agreed would be the case if it were on
terms substantially similar to one of the
comfort letters contained in Annex 1),
which indicates that the EC Commission
proposes to take no action against such
arrangements and, before the first
anniversary of the date of this
Agreement, the Ultimate Parents shall not
have received any indication, which has
been demonstrated by one Ultimate Parent
to the reasonable satisfaction of the
other Ultimate Parent to be unequivocal
and authoritative, from the EC Commission
that it intends to take a formal decision
materially inconsistent with the terms of
the comfort letter in respect of such
arrangements subject only to conditions
or undertakings which:

(I) unless BT agrees otherwise, have
no material adverse effect on the
business of BT taken as a whole or
on BT's rights under this Agreement
and the Related Agreements (other

<PAGE> Exhibit 10(l)
-------------
(20 of 187)

than the Investment Agreement) or
which, in BT's reasonable opinion,
would not materially diminish, taken
as a whole, BT's rights or
protections with respect to its
investment in MCI under the
Investment Agreement, the
Certificate of Amendment or the
Byelaws Amendment; and

(II) unless MCI agrees otherwise,
have no material adverse effect on
the business of MCI taken as a whole
or on MCI's rights under this
Agreement and the Related
Agreements;

For the avoidance of doubt, if the EC
Commission shall have decided that the
arrangements contemplated by this Agreement
and the Related Agreements are a concentration
as defined in the Merger Control Regulation
but that such concentration does not have a
Community dimension as defined in such
Regulation, the arrangements mentioned in this
Clause 2.2(b)(ii) shall mean that part of the
arrangements which are neither a concentration
as defined in such Regulation nor ancillary to
such a concentration within the meaning of EC
Commission Notice 14/8/90 (restrictions
ancillary to concentrations);

Provided that, if the EC Commission shall have
referred (or have been deemed to have referred)
either part of the arrangements contemplated by
this Agreement and the Related Agreements to the
regulatory authorities of the United Kingdom
pursuant to Article 9 of the Merger Control
Regulation or part or all of such arrangements
pursuant to Article 21(3) of such Regulation, one
of the conditions in Clause 2.2(c) shall also have
been satisfied in relation to such of the
arrangements as shall have been so referred and, in
this regard, the conditions in Clause 2.2(c) shall

<PAGE> Exhibit 10(l)
-------------
(21 of 187)

be interpreted or modified as necessary to include
the approval of such arrangements by the regulatory
authority involved if it is neither the Office of
Fair Trading nor the Monopolies and Mergers
Commission;

Provided further that, if the EC Commission shall
have referred (or have been deemed to have
referred) all of such arrangements to such
authorities pursuant to Article 9 of such
Regulation, one of the conditions in Clause 2.2(c)
shall have been satisfied in relation to such
arrangements and the conditions in Clause 2.2(b)
shall not be required to be satisfied;

Provided also that, if the EC Commission shall have
issued such a decision as is provided in Clause
2.2(b)(i) with respect to only part of the
arrangements contemplated in this Agreement and the
Related Agreements, and shall have treated the
remaining part of the arrangements as notified
under Council Regulation 17/62, then Clause
2.2(b)(i) shall apply to the part subject to such
decision, and Clause 2.2(b)(ii) shall apply to the
remaining part reviewed under Council Regulation
17/62; and

(c) unless the condition in Clause 2.2(b)(i) shall
have been satisfied in circumstances where there
have been no references as mentioned in the first
two provisos to Clause 2.2(b), either one of the
following conditions is satisfied:

(i) the Office of Fair Trading shall have
indicated in writing to either or both of the
Ultimate Parents that it is not the intention
of the Secretary of State for Trade and
Industry to refer the arrangements
contemplated by this Agreement and the Related

<PAGE> Exhibit 10(l)
-------------
(22 of 187)

Agreements to the Monopolies and Mergers
Commission pursuant to part V of the Fair
Trading Act 1973 subject only to orders or
undertakings which:

(B) unless MCI agrees otherwise, have no
material adverse effect on the business
of MCI taken as a whole or on MCI's
rights under this Agreement and the
Related Agreements; or

(ii) following such a reference, the Secretary
of State for Trade and Industry shall have
permitted the arrangements contemplated by
this Agreement and the Related Agreements to
take place subject only to orders or
undertakings which:

<PAGE> Exhibit 10(l)
-------------
(23 of 187)

(B) unless MCI agrees otherwise, have no
material adverse effect on the business
of MCI taken as a whole or on MCI's
rights under this Agreement and the
Related Agreements;

For the avoidance of doubt, if the EC Commission
shall have referred only part of the arrangements
contemplated by this Agreement and the Related
Agreements in the circumstances mentioned in the
first proviso to Clause 2.2(b), the arrangements
mentioned in this Clause 2.2(c) shall mean that
part of the arrangements so referred; and

(d) either:

(i) the Secretary of State for Trade and
Industry shall have notified either or both of
the Ultimate Parents in writing that no class
licence under the Telecommunications Act 1984
("Class Licence") required by NEWCO to carry
on the Business has been, or is to be, revoked
in respect of NEWCO; or

(ii) NEWCO has otherwise been licensed under
the Telecommunications Act 1984 to the extent
needed to carry on the Business and such
licence shall not be subject to any conditions
which have a material adverse effect on the
business of NEWCO taken as a whole;

and, in either case, if, as a direct result of the
application or revocation of the Class Licence or
the grant of a licence as referred to in Clause
2.2(d)(ii), the Secretary of State for Trade and
Industry or the Director General of
Telecommunications shall have required BT to, or
shall have formally proposed to BT to, amend or
modify the licence granted by the Secretary of
State for Trade and Industry to BT on 22 June 1984
under Section 7 of the Telecommunications Act 1984,
such amendment or modification shall not have a
material adverse effect on the business of BT taken
as a whole; and

<PAGE> Exhibit 10(l)
-------------
(24 of 187)

(e) the waiting period under the HSR Act shall have
expired or been terminated, provided that such
governmental approvals shall not be deemed to have
been obtained for purposes hereof if such
governmental approvals contain a condition or
restriction that, in the reasonable opinion of BT
or MCI, would materially diminish, taken as a
whole, BT's or MCI's rights or protections under
this Agreement; and

(f) the following agreements have been entered into
and, where they contain conditions precedent, have
become unconditional save for any condition that
this Agreement be unconditional:

(i) the Investment Agreement; and

(ii) the BT N.A. Purchase Agreement; and

(g) MCI has divested itself of its investment in
Infonet.

2.3 This Agreement may be terminated at any time prior to
Closing:

(a) by BT or MCI with immediate effect by service
of notice in writing on MCI or BT as appropriate at
any time after 12 months of the date of this
Agreement if any condition precedent is not
fulfilled within such 12 month period until such
time as all conditions are fulfilled, Provided,
however, that if any condition shall not have been
fulfilled on or before such date due to the wilful
act or omission of MCI or BT that Party may not
exercise such right; or

(b) by consent in writing of the Parties; or

<PAGE> Exhibit 10(l)
-------------
(25 of 187)

(c) by BT or MCI if Closing shall violate any final
non-appealable order, decree or judgment of any
court or governmental body having competent
jurisdiction; or

(d) by MCI or BT if the other Party (being BT or
BTH in the case of MCI or MCI or MCH in the case of
BT) shall have failed to perform or comply in any
material respect with any agreement or covenant
contained herein that is required to be performed
or complied with by it on or before Closing after
having been provided written notice of, and a
reasonable opportunity to cure, such failure by the
other Party; or

(e) by either party if the Investment Agreement
shall have terminated in accordance with the terms
thereof.

2.4 If this Agreement is terminated pursuant to Clause
2.3, this Agreement shall forthwith cease to have effect
between the Parties and all further obligations of the
Parties under this Agreement shall terminate without
further liability except that:

(a) such termination shall not constitute a waiver
of any rights any Party may have by reason of a
breach of this Agreement; and

(b) Clause 27 shall continue in full force and
effect.

2.5 The Ultimate Parents shall, at their own expense, use
their best endeavours for the purpose of ensuring that
the conditions precedent in Clause 2.2 (apart from Clause
2.2(e) (but without prejudice to the obligations of MCI
and BT set out in the Investment Agreement) and Clause
2.2(g)) are fulfilled, including, but not limited to:

<PAGE> Exhibit 10(l)
-------------
(26 of 187)

(a) appealing (if requested by MCI in the case of
BT and BTH and by BT in the case of MCI and MCH)
and/or litigating any adverse ruling of any
regulatory or governmental body; and

(b) furnishing particulars of this Agreement and
the Related Agreements and all other documents
relating to the arrangements contemplated thereby
to the Director General of Fair Trading promptly as
required under the RTPA and, in any event, within
21 days of the date hereof, and promptly supplying
all information reasonably and legitimately
required by the Director General of Fair Trading
following such furnishing to secure satisfaction of
one of the conditions in Clause 2.2(a); and

(c) continuing to lend each other, following the
date of this Agreement, full co-operation and
assistance in making a joint notification in
respect of the arrangements contemplated by this
Agreement and the Related Agreements in accordance
with the Merger Control Regulation, requesting that
such notification be treated as a notification
under EC Council Regulation 17/62, if appropriate,
and co-operating to provide promptly and accurately
such further information as may be reasonably and
legitimately requested by the EC Commission to
secure satisfaction of one of the conditions in
Clause 2.2(b) and, in the event of a decision by
the EC Commission under the Merger Control
Regulation concluding that the arrangements
contemplated by this Agreement and the Related
Agreements do not fall within the Merger Control
Regulation, requesting such accelerated proceedings
from the EC Commission as may be applicable to
secure satisfaction of one of the conditions in
Clause 2.2(b)(ii); and

(d) with effect from the date of this Agreement,
lending each other full co-operation and assistance
in making a submission in respect of the
arrangements contemplated by this Agreement and the
Related Agreements to the Office of Fair Trading
and, following a reference of such arrangements to

<PAGE> Exhibit 10(l)
-------------
(27 of 187)

the Monopolies and Mergers Commission pursuant to
Part V of the Fair Trading Act 1973, the Monopolies
and Mergers Commission and co-operating to provide
promptly and accurately such further information as
may be reasonably and legitimately requested by the
Office of Fair Trading, the Monopolies and Mergers
Commission or the Secretary of State for Trade and
Industry to secure satisfaction of one of the
conditions in Clause 2.2(c); and

(e) offering to, or agreeing with, the EC
Commission, the Office of Fair Trading, the
Director General of Fair Trading, the Monopolies
and Mergers Commission or the Secretary of State
for Trade and Industry appropriate conditions or
undertakings (or, in the case of the Secretary of
State for Trade and Industry, agreeing to
appropriate orders) to enable the conditions in
Clauses 2.2(a), 2.2(b) and 2.2(c) to be satisfied
(including, but without limitation, offering to, or
agreeing with, the EC Commission and/or the
Secretary of State for Trade and Industry
appropriate conditions or undertakings to avoid the
EC Commission initiating proceedings pursuant to
the Merger Control Regulation in relation to the
arrangements contemplated by this Agreement and the
Related Agreements and the Secretary of State for
Trade and Industry referring such arrangements to
the Monopolies and Mergers Commission pursuant to
Part V of the Fair Trading Act 1973); and

(f) without prejudice to Clause 27 of this
Agreement, taking all necessary actions to preserve
the confidentiality (to the extent not for some
other reason a matter of public record) of this
Agreement and the Related Agreements, the
arrangements contemplated thereby and all other
documents furnished pursuant to Clause 2.5(b)
(including, without limitation, the delivery of a
memorandum to the Director General of Fair Trading
requesting, pursuant to Section 23(3) of the RTPA,
that those parts of this Agreement and the Related

<PAGE> Exhibit 10(l)
-------------
(28 of 187)

Agreements and other documents relating to the
arrangements contemplated thereby which are, on
reasonable grounds, regarded by an Ultimate Parent
as being of a confidential nature and suitable for
making such a request be included in the special
section of the register maintained under the RTPA
provided, however, that the taking of such actions
shall not be continued to the extent that to do so
might jeopardise the satisfaction of the condition
in Clause 2.2(a) by the first anniversary of this
Agreement); and

(g) making all necessary filings in connection with
this Agreement and the Related Agreements under the
HSR Act as promptly as practicable after the date
hereof and to use their best efforts to furnish or
cause to be furnished, as promptly as practicable,
all information and documents requested under the
HSR Act;

PROVIDED ALWAYS THAT in using such endeavours neither of
the Ultimate Parents shall be required to divest itself
(or to procure that any of its affiliates divests itself)
of all, or part of, any of its existing businesses other
than:
(i) as contemplated by this Agreement
including, without limitation, in the case of
MCI, the divestment of its shareholding in
Infonet pursuant to Clause 2.2(g)); or

(ii) any one or more businesses or companies
the fair market value of each of which on a
going concern basis is less than $ 15,000,000
and if the other Ultimate Parent so requests
on reasonable grounds for an independent
expert to value the fair market value of any
such business or company, the matter shall be
referred to a person agreed between the
parties or, in default of agreement within 7
days of notice from either party calling on
the other so to agree, to a person chosen on
the application of either party by the
President for the time being of the Institute
of Chartered Accountants in England and Wales.

<PAGE> Exhibit 10(l)
-------------
(29 of 187)

Such person shall be instructed to reach his
decision as soon as reasonably practicable.
Such person shall be appointed as an expert
and not as an arbitrator and the decision of
such person shall be final and binding. The
costs of such expert shall be borne by the
requesting Party unless such expert shall
decide one Party has acted unreasonably in
which case he shall have discretion as to
costs.

2.6 For the avoidance of doubt, it is agreed that:

(a) the requirement to divest (or the divestiture
of) any business or company referred to in
paragraph (ii) of the proviso to Clause 2.5; and

(b) BT not having for any reason the benefit of the
provisions of section 9.12(c) of the Investment
Agreement:

shall, either alone or taken with any other conditions,
orders or undertakings, be treated as conditions, orders
or undertakings which for the purposes of Clause 2.2:

(a) have no material adverse effect on the business
of BT taken as a whole or on BT's rights under this
Agreement and the Related Agreements (other than
the Investment Agreement) or, in BT's reasonable
opinion, would not materially diminish, taken as a
whole, BT's rights or protections with respect to
its investment in MCI under the Investment
Agreement, the Certificate of Amendment or the
Byelaws Amendment; and

(b) have no material adverse effect on the business
of MCI taken as a whole or on MCI's rights under
this Agreement and the Related Agreements.

<PAGE> Exhibit 10(l)
-------------
(30 of 187)

2.7 Each Ultimate Parent shall promptly inform the other
of any communication with respect to this Agreement the
Related Agreements and the transaction contemplated
hereby and thereby from or to any regulatory authority
and provide copies thereof.

3. Participation in NEWCO

Following Closing the issued share capital of NEWCO and
the number of Shares held by each Shareholder shall be as
set out in Schedule 2.

4. Business of the Joint Venture

4.1 The Business of the NEWCO Group shall be:

(a) the planning and development of Global Products
as identified in the AOPB and the Business Plan; as
part of this function NEWCO shall review the
Ultimate Parents' respective domestic products and
product development plans and the regulatory
constraints as existing from time to time so as to
determine how best to formulate products for
inclusion as Global Products in future AOPBs and
future Business Plans and changes or additions
thereto;

(b) the establishment of the Global Platform and
the provision of Services as defined in and in
accordance with the Distribution Agreements;

(c) the provision of billing services as the
Ultimate Parents may request from time to time in
connection with the provision of services, in the
case of BT by BT pursuant to the terms of the BT
Distribution Agreement and, in the case of MCI, by
MCI Telecommunications Corporation pursuant to the
terms of the MCI Distribution Agreement; and

(d) the provision of telecommunications services
management to a customer in two or more countries,
including business process consulting, network
systems and applications planning, design,
integration and migration; network transport and
assets management; enterprise network management;

<PAGE> Exhibit 10(l)
-------------
(31 of 187)

customer support function management; and including
the acquisition and management of assets and staff
from customers for any of the foregoing purposes.
For the avoidance of doubt and for the purposes of
this Clause 4.1(d), the United Kingdom of Great
Britain and Northern Ireland (including the Channel
Islands and the Isle of Man) shall be deemed to be
a single country as will the United States and
Puerto Rico, the US Virgin Islands and Guam.

4.2 Without prejudice to the express rights and
obligations of the Shareholders hereunder, the
Shareholders agree to cooperate with each other in the
running and operation of NEWCO in a manner consistent
with the then current Business Plan and AOPB and to seek
to achieve the objectives set out in this Agreement.

4.3 NEWCO shall, and the Shareholders shall procure that
NEWCO shall obtain such regulatory consents, approvals
and licences as are needed to carry on the Business,
Provided That such consents, approvals and licences shall
be limited only to fulfilling such purpose.

4.4 The Ultimate Parents shall and shall procure that
their subsidiaries shall only obtain such regulatory
consents, approvals and licences relating to the
provision of Enhanced and Value-added Telecommunications
Services in the Territory (as defined in the Distribution
Agreement to which the other Ultimate Parent or its
affiliate is a party) of the other Ultimate Parent or its
affiliate as are necessary in order to fulfil the first-
mentioned Ultimate Parent's or its affiliates obligations
under its Distribution Agreement, subject to the prior
written agreement of the other Ultimate Parent, such
agreement not to be unreasonably withheld or delayed.

5. Establishment of NEWCO

5.1 BTH has incorporated NEWCO as a private unlimited
company pursuant to the provisions of the Companies Act
for adoption by the Shareholders as the corporate vehicle
for their joint venture.

<PAGE> Exhibit 10(l)
-------------
(32 of 187)

5.2 BTH warrants to MCH that as at Closing:

(a) NEWCO is duly incorporated as an unlimited
company in England and Wales and has an authorised
share capital of PS550,900, divided into 250,000
'A' ordinary shares of 10p each, 249,000 'B'
ordinary shares of 10p each and 501,000 'C'
ordinary shares of PS1 each, of which 50,000 'A'
Shares and 100,200 'C' Shares have been issued
fully paid up for the aggregate subscription monies
of PS150,000,000, and are entirely beneficially
owned by BTH;

(b) NEWCO is resident for tax purposes only in the
United Kingdom

(c) NEWCO's memorandum and articles of association
are in the form of the Memorandum and Articles as
set out in Schedule 1;

(d) other than as provided for in this Agreement
there are no outstanding rights to call for or
agreement for the issue of any shares or other
security in NEWCO or any of its Subsidiary
Undertakings.

5.3 Subject to the remaining provisions of this Clause 5,
BTH warrants as follows to MCH at Closing by reference to
the facts and circumstances then subsisting, and
undertakes to and agrees with MCH and NEWCO that if any
such warranty is not true and accurate BTH shall pay to
NEWCO such amount as may be necessary in order to put
NEWCO in the position it would have been in at Closing
had such warranty been true and accurate, and MCH shall
have no rights under this Clause 5.3 other than requiring
BTH to pay to NEWCO as aforesaid:

(a) NEWCO has entered into the BT Transfer
Agreement and the Syncordia Acquisition Agreement
and, except as agreed with MCH:

(i) such agreements have not been terminated
or modified in any way;

<PAGE> Exhibit 10(l)
-------------
(33 of 187)

(ii) NEWCO has not waived any of its rights
thereunder, and no liability of BT thereunder
has been compromised, or performed otherwise
than as stated therein;

(iii) such agreements were completed as
provided therein; and

(iv) the aggregate consideration referred to
in such agreements has been paid by NEWCO to
BT in full;

(b) NEWCO did not commence trading prior to the
completion of the earlier of the Syncordia
Acquisition Agreement or the BT Transfer Agreement
and did not have any Subsidiary Undertakings prior
to such date;

5.4 BTH shall not be liable under Clause 5.3 in respect
of a breach of any of the warranties given in Clause 5.3
if, and to the extent that, the subject matter of any
claim by MCH or NEWCO:-

(a) is provided for in the Closing Balance Sheet;

(b) arose wholly or partly from an act or omission
of MCH or MCI; or

(d) arose wholly or partly as a result of the
passing of an enactment or other government
regulation, or as a result of any other act or
omission compelled by law; or

(e) is already the subject of a claim in respect of
which notice has been given by NEWCO pursuant to
the Syncordia Acquisition Agreement or the BT
Transfer Agreement.

5.5 No amount shall be required to be paid to NEWCO by
BTH and BT in respect of the breach of:-

<PAGE> Exhibit 10(l)
-------------
(34 of 187)

(a) any warranty given in Clause 5.3;

(b) any warranty given by BT pursuant to clause 12
of the Syncordia Acquisition Agreement; or

not being true and accurate, unless the amount claimed
exceeds $50,000, in which event the whole of such amount
shall be aggregated for the purposes of Clause 5.6 and
the terms of the Syncordia Acquisition Agreement and the
BT Transfer Agreement shall be modified accordingly.

5.6 No amount shall be required to be paid to NEWCO by
BTH and BT in respect of the breach of:-

(a) any warranty given in Clause 5.3;

(b) any warranty given by BT pursuant to clause 12
of the Syncordia Acquisition Agreement; or

unless the aggregate amount claimed in respect of all
breaches thereof exceeds $1,000,000, and the terms of the
Syncordia Acquisition Agreement and the BT Transfer
Agreement shall be modified accordingly.

5.7 Neither BTH nor BT shall be liable in respect of any
claim made pursuant to any breach of any of the
warranties referred to in Clause 5.6 unless the same
shall have been made (or notice having been given in
writing to BTH or BT to identify the matter giving rise
to the claim) before the date which is twelve months
after the date of Closing and the terms of the Syncordia
Acquisition Agreement and the BT Transfer Agreement shall
be modified accordingly.

5.8 No claim shall be made against BTH or BT in respect
of any breach of any of the warranties referred to in
Clause 5.6 to the extent that any such claim would not
have arisen, or would have been reduced, but for any

<PAGE> Exhibit 10(l)
-------------
(35 of 187)

failure on the part of the claimant to mitigate after
Closing its loss arising from any matter giving rise to
the claim.

5.9 If BT has made a claim against NEWCO under either the
Syncordia Acquisition Agreement or the BT Transfer
Agreement and such claim is not included as a liability
on the Closing Balance Sheet, NEWCO shall have no
liability therefor following Closing and the terms of the
Syncordia Acquisition Agreement and the BT Transfer
Agreement shall be modified accordingly.

5.10 (a) BTH shall indemnify NEWCO and each of its
subsidiaries against the amount of each liability
whatsoever of NEWCO or any of its subsidiaries which
arises in respect of an event or events occurring prior
to Closing which was not taken account of in the
determination of Net Asset Value. NEWCO shall hold the
benefit of this indemnity for itself and each of its
subsidiaries;

(b) MCH agrees to pay to NEWCO 24.9/75.1% of the
value (as at Closing) of any tangible asset held by
NEWCO or any of its subsidiaries immediately prior
to Closing which was not taken account of in the
determination of Net Asset Value;

(c) If BTH or MCH (the "payer") is required to pay
any amount under this Clause 5.10 it may elect to
do so by subscribing additional Shares in NEWCO and
shall notify the other and NEWCO of the number of
Shares it wishes to subscribe, and the proposed
issue price therefor (which shall be equal to such
amount and which shall be an issue price of PS1,000
or as near thereto as practicable). Thirty days
thereafter the payer shall subscribe such Shares at
such issue price and NEWCO shall issue the same
credited as fully paid and the other Shareholder
shall subscribe at par and NEWCO shall issue the
same credited as fully paid, such number of Shares
as shall result in the Percentage Interest of each
Shareholder being the same both before and after

<PAGE> Exhibit 10(l)
-------------
(36 of 187)

such issues of Shares to the payer and the other
Shareholder. Shares to be issued under this Clause
5.10(c) shall be "A" Shares or "C" Shares if issued
to BTH and "B" Shares if issued to MCH.

6. Closing and Closing Balance Sheet
Closing

6.1 Subject to this Agreement becoming unconditional, the
Parties shall procure that Closing occurs at the same
place as and simultaneously with closing of the
Investment Agreement.

6.2 Upon Closing:

(a) MCH shall sign and deliver to NEWCO an
application in writing for the allotment to it of
49,800 'B' Shares credited as fully paid up and
shall procure that the sum of PS49,733,688 is paid
to NEWCO by bank electronic transfer;

(b) BT shall procure that BT Nominees Limited takes
such steps as necessary to transfer its 1 'A' Share
to BTH and to procure that BTH is registered in the
register of members in respect thereof;

(i) an Extraordinary General Meeting shall be
convened at short notice at Closing at which a
resolution shall be passed, if still
necessary, to change the name of NEWCO to such
name as may be agreed between the Shareholders
(but in default of such agreement no such
change shall be made);

(ii) following the Extraordinary General
Meeting referred to in (i) above, the Board
shall allot to the Shareholders the Shares
respectively applied for by them, cause their
respective shareholdings to be entered into
the register of members of NEWCO and issue
share certificates in respect of the same.

<PAGE> Exhibit 10(l)
-------------
(37 of 187)

(iii) to the extent necessary, the existing
directors of NEWCO shall resign with effect
from the end of the meeting, on terms that
provide that they do not have any outstanding
claims against NEWCO for loss of office or
otherwise, and the following shall be
appointed as 'A' Directors and 'B' Directors
in their place (subject to any changes as may
be made in writing by either BTH or MCH, as
appropriate, serving notice on the other prior
to Closing):

'A' Directors

1. M Hepher
2. A Mockett
3. A Rudge
4. R Brace

'B' Directors

1. G Taylor
2. T Price

(d) BTH and MCH shall procure that a further Board
meeting shall be held at which:

(i) the Board shall resolve to approve and
procure the entering into by NEWCO of the
following agreements:

(A) the Intellectual Property Agreement;
and

(B) the MCI Transfer Agreement; and

(ii) Christopher Earnshaw shall be appointed
as CEO and the other officers referred to in
Clause 11.1(m) shall be filled, pursuant to
the terms of Clauses 9.9 or 11.1(m) as
appropriate, all such officers (including the
CEO) to be appointed on the same terms; and

<PAGE> Exhibit 10(l)
-------------
(38 of 187)

(iii) the Board will consider whether to
replace and/or appoint any directors or
secretaries of NEWCO's Subsidiary
Undertakings;

(e) the Parties shall, as appropriate, each execute
in their own right or procure the execution by
their affiliates as appropriate of the various
agreements referred to in Clause 6.2(d)(i).

6.3 The Parties shall take such steps as necessary either
at or immediately following Closing to procure that the
directors and secretaries of NEWCO's Subsidiary
Undertakings resign, waiving all claims and rights to
compensation and are replaced with such new directors and
secretaries as the Board may decide in accordance with
Clause 6.1(d)(iii).

6.4 Immediately following Closing, the Parties and the
Board will deal with such other items of business to give
effect to the terms of this Agreement as may be necessary
in connection herewith.

Closing Balance Sheet

6.5 NEWCO shall prepare and submit to the Shareholders
within 18 days of Closing the proposed Closing Balance
Sheet and a statement of proposed Net Asset Value for the
purpose of determining the Net Asset Value, which shall
be unaudited and based on NEWCO's then current management
accounts.

6.6 If MCH has not within 30 days of the date of receipt
of the proposed Closing Balance Sheet pursuant to Clause
6.5 served notice in writing to NEWCO pursuant to Clause
6.7, the proposed Closing Balance Sheet and proposed Net
Asset Value set out therein, as made available to the
Shareholders pursuant to Clause 6.5, shall be deemed to
be agreed by the Shareholders for the purposes of this
Agreement.

6.7 If MCH serves notice in writing on NEWCO within the
period referred to in Clause 6.6 with regard to the
proposed Closing Balance Sheet, NEWCO shall instruct an

<PAGE> Exhibit 10(l)
-------------
(39 of 187)

independent firm of chartered accountants to prepare the
Closing Balance Sheet and determine the Net Asset Value
therefrom all in accordance with this Agreement (for the
purposes of this Clause 6 "the independent accountants")
chosen by agreement between the Shareholders and, failing
such agreement within 7 days from the end of the 30 day
period referred to in Clause 6.6, either Shareholder may
request the President for the time being of the Institute
of Chartered Accountants in England and Wales to nominate
the independent accountants.

6.8 The independent accountants shall be instructed by
NEWCO to reach its decision as soon as practicable and in
any event within 60 days from the date of instructions
and shall act as an expert and not as an arbitrator. The
Shareholders shall procure that the independent
accountants are given full access to the personnel, books
and records of the NEWCO Group, and to the auditors of
each member of the NEWCO Group and their working papers.
The decision of the independent accountants as to the
Closing Balance Sheet and the Net Asset Value shall be
final and binding on the Shareholders.

6.9 The costs incurred by the independent accountants in
preparing the Closing Balance Sheet pursuant to Clause
6.8 shall be borne by MCH if the amount by which the
proposed Net Asset Value is less than the Net Asset Value
determined by the independent accountants is more than 10
per cent of the proposed Net Asset Value, and by BTH if
the amount by which the proposed Net Asset Value exceeds
the Net Asset Value determined by the independent
accountants is more than 10 per cent of the proposed Net
Asset Value, and otherwise the costs shall be borne
equally between BTH and MCH.

6.10 The Closing Balance Sheet, including the proposed
Closing Balance Sheet, shall be prepared in accordance
with all relevant statutes and generally accepted United
Kingdom accounting principles, including all relevant
Statements of Standard Accounting Practice consistent
with such principles, practices and standards as are
applied by BT in its consolidated audited accounts,

<PAGE> Exhibit 10(l)
-------------
(40 of 187)

applied on a consistent basis with prior periods, subject
to the following specific points:

(a) no revaluation of assets since 31st March 1993
will be reflected in the Closing Balance Sheet;

(b) goodwill of the sterling equivalent of
$50,000,000 shall be included as an asset of the
NEWCO Group; and

(c) an amount in respect of the funding of Newco by
BT for the Early Start Term (the "Loss Adjustment")
calculated in accordance with the terms of Schedule
6, shall be included as an asset of the Newco
Group;

and if the Closing Balance Sheet is prepared by the
independent accountants pursuant to Clause 6.8, it shall
also be audited by them.

6.11 If the Net Asset Value derived from the Closing
Balance Sheet deemed to be agreed pursuant to Clause 6.6
or determined by the independent accountants, as
appropriate, is less than PS150,000,000 then BTH shall,
within 30 days of the establishment of the Net Asset
Value, pay such sum to NEWCO in cash as is equal to the
amount of any such shortfall in return for the issue by
NEWCO to BTH of 250 'A' Shares and 501 'C' Shares
credited as fully paid up and MCH undertakes to NEWCO to
subscribe for and Newco agrees to issue at the same time
at par 249 'B' Shares credited as fully paid up. The
amount of premium (if any) allocated as between the 'A'
Shares and the 'C' Shares issued pursuant to this Clause
6.11 shall be as required by BTH in writing to Newco.

6.12 If the Net Asset Value as derived from the Closing
Balance Sheet deemed to be agreed pursuant to Clause 6.6
or determined by the independent accountants, as
appropriate, is more than PS150,000,000 then MCH shall,
within 30 days of the establishment of the Net Asset
Value, pay such sum to NEWCO in cash as is equal to:

24.9
75.1

<PAGE> Exhibit 10(l)
-------------
(41 of 187)

multiplied by the amount of any such excess, in return
for the issue by NEWCO to MCH of 249 'B' Shares credited
as fully paid up, and BTH undertakes to NEWCO to
subscribe at the same time at par for 250 'A' Shares and
501 'C' Shares credited as fully paid up.

7. Management of NEWCO

7.1 Other than as provided in this Agreement, the
Shareholders shall procure that the Board shall be
responsible for the overall direction and management of
NEWCO and that such direction and management is carried
out in a manner which is consistent with the then current
Business Plan and the AOPB.

7.2 The Shareholders shall procure that the Board shall
delegate the day to day management and operations of
NEWCO to the CEO who shall be responsible to the Board
for all matters in the ordinary course of business as
would usually be delegated to a chief executive officer,
and shall include without limitation:

(a) the implementation of the Business Plan and
AOPB;

(b) the efficient and profitable management of
NEWCO in accordance with good business practice in
a manner consistent with the Business Plan and the
AOPB;

(d) such further roles and management
responsibilities as may be delegated by the Board
from time to time

<PAGE> Exhibit 10(l)
-------------
(42 of 187)

PROVIDED ALWAYS THAT any such delegation:

(i) shall be without prejudice to the overall
authority of the Board as described in Clause
7.1; and

(ii) shall not extend to matters expressly
reserved to be decided by the Board or
Shareholders pursuant to this Agreement.

7.3 Any delegation pursuant to Clause 7.2 shall be in the
form of a resolution passed by the Board and shall among
other things stipulate the matters or questions which
must be referred by the CEO to the Board for decision.
Such matters or questions shall include, without
limitation:

(a) any contract or connected contracts with an
overall value equal to more than 7.5% of the
aggregate budgeted revenue of the NEWCO Group for
the then current Financial Year or a duration of
more than 5 years;

(b) Borrowings beyond the limits of what is
provided for as Borrowings in the then current
Business Plan or AOPB;

(c) making any loan or advance or giving any credit
to any person other than in the ordinary course of
business (including the giving of trade credit);

(d) giving any guarantee or indemnity to secure the
liabilities or obligations of NEWCO or any
subsidiary of NEWCO other than in the ordinary
course of business; or

(e) any matter referred to in Clause 11.1.

7.4 The first CEO shall be Christopher Earnshaw subject
to Clause 6.2(d)(ii).

7.5 NEWCO shall procure that the CEO shall report to the
Board on a regular basis and in reasonable detail. The
CEO shall not be entitled to Board membership by virtue

<PAGE> Exhibit 10(l)
-------------
(43 of 187)

only of his or her appointment as CEO. However, the
person who is appointed as CEO may be nominated by BTH as
one of the 'A' Directors for the duration of his or her
employment as CEO. NEWCO shall procure, subject to
Clause 11.1(m), that the CEO shall be assisted by an
executive management team possessing appropriate
technical or professional qualifications and possessing
suitable experience whose roles and responsibilities
shall be defined by the Board.

7.6 The directors shall not be entitled to any
remuneration but shall be entitled to recover from NEWCO
any reasonable expenses (including air travel) incurred
in attending Board meetings in their capacity as
directors.

7.7 NEWCO will notify MCI of any proposed decision in
respect of any of the following matters and will consult
with MCI regarding the same and take account of any
representations made by MCI, but NEWCO shall be free
itself to make such decision:

(a) the declaring or payment of dividends from
subsidiaries of NEWCO to NEWCO (and other
subsidiaries of NEWCO);

(b) the conversion of a branch of NEWCO to
subsidiary of NEWCO and vice versa, and other
changes in composition or arrangement of NEWCO
Group or of the business of each member of the
NEWCO Group; and

(c) proceeding with any action which may have
adverse tax consequences for either of the Ultimate
Parents provided that such obligation to notify
either Ultimate Parent shall only apply to the
extent that NEWCO is made aware beforehand of such
potential adverse tax consequences.

<PAGE> Exhibit 10(l)
-------------
(44 of 187)

8. Appointment and Removal of Directors

8.1 Subject to Clause 8.3 and 11.4 until the date on
which the 'A' Shareholder's Percentage Interest falls
below 65 per cent, the 'A' Shareholder shall have the
right to appoint, maintain in office and remove from time
to time 6 'A' Directors.

8.2 Subject to Clauses 8.3, 11.4 and 26.5(c), the 'B'
Shareholder shall have the right to appoint, maintain in
office and remove from time to time two 'B' Directors.

8.3 If the 'A' Shareholder's Percentage Interest falls
below 65 per cent, then each Shareholder shall have the
right to appoint such number of directors (assuming the
number to be appointed to be equal to the maximum number
of directors permitted in accordance with Article 49) as
is proportionate to that Shareholder's Percentage
Interest Provided That the number of directors that can
be appointed by a Shareholder whose Percentage Interest
is greater than 50% shall be rounded up, and if less than
50% rounded down.

9. Meetings of Directors

9.1 Unless the Shareholders agree otherwise, the
Shareholders shall procure that the Board shall meet once
every two calendar months. Each member of the Board
shall be given at least five working days' notice of any
Board meeting together with an agenda stipulating in
reasonable detail the business to be dealt with at the
meeting and relevant Board papers and proposals relating
to that business, giving sufficient information to enable
each director to make an informed decision as to any
decision proposed, including as to whether the decision
is one where a right covered by Clause 11.1 is involved.
For such purposes, notice shall be given by telephoning
each director to fix the date of the meeting, to be
confirmed by letter sent by fax or by hand delivery.

9.2 The notice period referred to in Clause 9.1 shall not
apply in the event that either:

(a) all the directors so agree; or

<PAGE> Exhibit 10(l)
-------------
(45 of 187)

(b) a matter arises requiring immediate
consideration by the Board, Provided That in such
circumstances notice shall be given to each
director and as much in advance of the meeting as
is practicable in the circumstances.

9.3 The quorum for all meetings of the Board (or of any
committee of directors appointed by the Board) shall be
at least three directors which shall consist of two 'A'
Directors and one 'B' Director.

9.4 A resolution in writing signed by all the directors
shall be as valid and effectual as if it had been passed
at a meeting of the directors duly convened and held.
The resolution may be contained in one document or in
several documents in like form, each signed by one or
more of the directors concerned.

9.5 Any director may participate in a meeting of the
Board by means of conference telephone or similar
communications facilities whereby all the directors
participating in the meeting can hear each other and all
the directors participating in a meeting in this manner
shall be deemed to be present in person at such meeting,
except for the purposes of Clause 9.7.

9.6 If a quorum as stipulated in Clause 9.3 is not
present within half an hour of the time fixed for any
Board meeting, that meeting shall be adjourned for five
working days to be reconvened at the same time and place
and the Shareholders and directors shall immediately be
given notice thereof and those directors present at the
resumed meeting shall constitute a quorum PROVIDED ALWAYS
THAT at such a resumed meeting an 'A' Director is
present.

9.7 Unless the Board otherwise agrees, but without
prejudice to Clause 9.3, there shall be no quorum at a
Board meeting unless the majority of the directors
participating in any meeting of the Board are physically
present in the United Kingdom.

<PAGE> Exhibit 10(l)
-------------
(46 of 187)

9.8 The Board from time to time shall appoint a chairman
from one of their number who shall have no additional or
casting vote.

9.9 If any matter is decided at a Board Meeting which
should have been subject to the approval in writing of
the Shareholders pursuant to Clause 11.1 but no 'B'
Director or 'A' Director gave notice to the 'A'
Shareholder or 'B' Shareholder as appropriate prior to
such Board Meeting or noted the matter at the Board
Meeting itself that such approval should be obtained,
such decision shall be deemed to be valid notwithstanding
the absence of any such approval, Provided That:

(a) at least one 'B' Director and one 'A' Director
is either physically present at the relevant Board
meeting or any adjournment thereof at which the
decision is made or participates in such meeting in
the manner described in Clause 9.5, and at least
one 'B' Director and one 'A' Director votes in
favour of the relevant matter; and

(b) the matter is on the actual agenda of the
original Board meeting (and any adjourned Board
meeting in the same form) and not raised under "any
other business" and papers are circulated to
directors in respect of the matter, as required by
Clause 9.1; and

(c) no such decision shall be deemed to be valid if
made at a Board meeting called at short notice in
accordance with Clause 9.2; and

(d) for the avoidance of doubt, this Clause 9.9
shall not apply to any matter or question referred
to in Clause 11.1 which may be delegated for
decision in contravention of Clause 7.3.

9.10 NEWCO shall procure that each Shareholder is given,
at the request in writing of that Shareholder (which may
be general in character) copies of all minutes of board
and shareholder meetings of each Subsidiary Undertaking
of the NEWCO Group and notices thereof, and each
Shareholder shall have a right to attend thereat.

<PAGE> Exhibit 10(l)
-------------
(47 of 187)

10. Board Decisions

10.1 Subject to Clause 11.1 the Board shall decide
matters by simple majority of those present and voting at
any Board meeting.

10.2 The list of matters required to be referred to the
Board under Clause 7.3 is not exclusive and is without
prejudice to the general responsibilities of the Board
and the rights of the Shareholders hereunder.

11. Shareholder Consents

11.1 The Shareholders shall procure that neither NEWCO
nor any of its Subsidiary Undertakings shall, and NEWCO
agrees that it shall not and that it shall procure that
its Subsidiary Undertakings do not, without the prior
consent in writing of both Shareholders, subject to
Clause 9.9 and 11.2:

(a) (in the case of NEWCO only) make any change in
the Memorandum and/or the Articles;

(b) make any new issue of shares or loan stock or
other equity securities (within the meaning of
section 94(2) of the Companies Act) other than:

(i) Shares or loan stock issued to the
Shareholders in accordance with this Agreement
pursuant to the joint funding commitment as
set out in the then current Business Plan; and

(ii) shares or loan stock issued to NEWCO or
its wholly-owned subsidiaries by a Subsidiary
Undertaking of NEWCO;

(c) (in the case of NEWCO only) declare, pay, or
otherwise effect any dividend except as permitted
under Clause 13 or other distribution or any
repurchase of Shares or redemption of capital;

<PAGE> Exhibit 10(l)
-------------
(48 of 187)

(d) incur, assume, guarantee or otherwise become
liable for any Borrowing (including by any person
who is not a member of the NEWCO Group), the effect
of which would be to make the ratio of aggregate
outstanding Borrowings of NEWCO and the NEWCO Group
to the aggregate issued share capital (including
any share premium thereon) and loan capital (which,
for the avoidance of doubt, shall only mean loans
to NEWCO from either Shareholder or any Shareholder
affiliate) and retained earnings of NEWCO exceed
1:1;

(e) make any material decision regarding technology
and/or architecture, and for such purpose
"material" will be deemed to mean that the
decision, if implemented, would have a material
effect on MCI as regards the continued
compatibility of its systems with those of NEWCO or
as regards MCI's plans for technology development
(to the extent such plans are not inconsistent with
MCI's obligations under this Agreement and the
Related Agreements and are also not inconsistent
with NEWCO's technology plans as set out in the
then current AOPB) in either case by way of MCI
needing to incur significant expenditure or
charge/write off or otherwise;

(f) either solely or jointly with any person,
directly or indirectly carry on or be engaged in or
be interested in any business other than the
Business, and for such purpose "the Business" shall
be deemed to include activities which are directly
related or incidental to the conduct of the
Business, such as (without limitation) the leasing
of cars or the establishment and running of day
care centres for employees;

(g) agree to or effect any single or related series
of dispositions or encumbrances of assets, the
value of which shall be calculated by reference to
the $ equivalent thereof at the exchange rate
prevailing at the time of the transaction,
exceeding an amount equal to 7.5% of the aggregate
net assets of the NEWCO Group;

<PAGE> Exhibit 10(l)
-------------
(49 of 187)

(h) enter into any acquisition (including
participation in joint ventures) having a value or
commitment calculated by reference to the $
equivalent thereof at the exchange rate prevailing
at the time of the transaction which exceeds an
amount equal to 7.5% of the fixed assets of the
NEWCO Group or have any Subsidiary Undertaking
which is not a subsidiary;

(i) enter into any material transaction with BT or
its subsidiaries other than as contemplated by this
Agreement or by the Related Agreements;

(j) enter into or effect any voluntary liquidation
(other than following written advice from an
independent Registered Insolvency Practitioner that
NEWCO is or will be trading while insolvent and
that NEWCO should therefore enter into
liquidation), merger or other similar business
combination; and for such purpose the Registered
Insolvency Practitioner shall be agreed between the
Shareholders or, in default of such agreement
within 7 days of notice from either Shareholder
calling on the other so to agree, be a person
chosen on the application of either party by the
President for the time being of the Insolvency
Practitioners' Association, who shall be instructed
to give his advice as soon as reasonably
practicable, and who shall be appointed as an
expert and not as an arbitrator and whose decision
as to the correctness of the advice shall be final
and binding;

(k) enter into any commitment for or, save to the
extent already covered by a commitment approved
under this Clause 11.1(k), effect any single
expenditure or series of related expenditures in
any Financial Year equal to or in excess of 7.5% of
the annual budget for that Financial Year or equal
to or in excess of 7.5% of the capital expenditure
plan for that Financial Year as set out in the AOPB
current for that Financial Year;

<PAGE> Exhibit 10(l)
-------------
(50 of 187)

(l) subject to Clause 20.4, approve, adopt, change
or extend any Business Plan or AOPB save that, for
the avoidance of doubt, this does not apply to the
adoption of any AOPB established pursuant to
Clauses 20.2 or 20.7;

(m) appoint the CEO, chief operating officer, chief
finance officer, chief technology officer or senior
marketing officer;

(n) approve or make any material deviation from any
product plan included in the current AOPB;

(o) enter into any material commitment or liability
not in the ordinary course of business, other than
as provided in the then current AOPB;

(p) enter into any amendment of any of the material
provisions of any of the Related Agreements (other
than the Investment Agreement); or

(q) propose or effect any change of the status of
NEWCO from an unlimited company or become resident
for tax purposes other than in the United Kingdom.

11.2 Notwithstanding the provisions of Clause 11.1, the
Board may take any action it considers necessary:

(a) to enable NEWCO to perform its ongoing
obligations or exercise its rights under any of the
Related Agreements, subject to the action being
clearly provided for in the AOPB or the
Shareholders having previously approved the
relevant action under Clause 11.1; or

(b) to avoid NEWCO committing any criminal offence
or breaching any applicable regulatory provision;

and, in either case, if there is a dispute between the
Shareholders as to whether such action is necessary,
either Shareholder shall have the right to refer the
matter for resolution to an independent barrister, who
shall have been a Queen's Counsel for at least 10 years,
who shall be agreed between the Shareholders or, in

<PAGE> Exhibit 10(l)
-------------
(51 of 187)

default of such agreement within 7 days of notice from
either Shareholder calling on the other so to agree, to
a person nominated on the application of either party by
the Chairman for the time being of the General Council of
the Bar of England and Wales who shall be instructed to
reach his decision as soon as reasonably practicable, and
who shall be appointed as an expert and not as an
arbitrator and whose decision shall be final and binding.

11.3 In the event that either Shareholder has withheld
its consent to the occurrence of any of the matters
identified in Clause 11.1(a) to (q) inclusive, but
subject to Clause 20.7, duly authorised representatives
of the Ultimate Parents shall meet as soon as practicable
to attempt to resolve the matter. In the event that
there is still no resolution of the matter within 10
working days of the date on which the relevant
Shareholder has withheld its consent, the matter shall be
referred to the chairman of BT and the chief executive
officer of MCI to attempt to resolve the matter.
Notwithstanding the foregoing, the matter may be referred
immediately to the chairman of BT and chief executive
officer of MCI at the instance of either Party.
Notwithstanding the provisions of this Clause 11.3, there
shall be no decision made for the purpose of Clause 11.1,
and the action in question shall not occur, unless
expressly signed in writing between the Shareholders.

11.4 The provisions of this Clause 11 and those contained
in Clause 8 shall cease to operate in the event that
either Shareholder's Percentage Interest falls below
7.5%.

11.5 NEWCO agrees that it and its Subsidiary Undertakings
will and the Shareholders shall procure that NEWCO and
NEWCO's Subsidiary Undertakings will diligently pursue
their rights under all contracts between NEWCO or any
NEWCO Subsidiary Undertaking and the Shareholders or the
Ultimate Parents or any of them or their affiliates,
taking such steps as necessary in the best interests of

<PAGE> Exhibit 10(l)
-------------
(52 of 187)

the NEWCO Group, without regard for the interests of the
Shareholders or the Ultimate Parents or their respective
affiliates.

12. Shareholders' Meetings

12.1 Without prejudice to their individual rights under
the Companies Act subsequently to require otherwise the
Shareholders agree to support elective resolutions
entitling NEWCO to:

(a) dispense with the laying of Reports and
Accounts before NEWCO in general meeting pursuant
to Section 252 of the Companies Act;

(b) dispense with the holding of Annual General
Meetings of NEWCO pursuant to Section 366A of the
Companies Act; and

(c) dispense with the obligation to appoint
auditors annually and to authorise the Board to fix
the remuneration of the auditors in respect of each
Financial Year pursuant to Section 386 of the
Companies Act.

12.2 The Board shall give reasonable notice of any
general meeting of NEWCO together with an agenda setting
out in reasonable detail the business to be transacted.

12.3 The period of notice required for calling any
general meeting of NEWCO whether annual or otherwise
shall be at least 21 days. To the extent allowed by law
the requirements of notice in respect of any meeting may
be waived with the unanimous written consent of both
Shareholders.

12.4 If a resolution is to be proposed to the
Shareholders in relation to any matter requiring the
consent of both Shareholders under Clause 11.1 it shall
be necessary to give not less than thirty days' notice of
the meeting at which such resolution is to be proposed
and such notice shall set out the form of proposed
resolution, full details of the reasons for the proposed

<PAGE> Exhibit 10(l)
-------------
(53 of 187)

resolution together with sufficient other information to
enable each Shareholder to make an informed decision as
to the resolution proposed. Nothing in this Clause 12.4
shall affect the requirements of Clause 12.2 or the
ability of any Shareholder to object to any matter raised
at any general meeting of NEWCO on the grounds that no
proper notice of such matter has been given.

12.5 The quorum for all general meetings of NEWCO shall
consist of at least the 'A' Shareholder and the 'B'
Shareholder. If a quorum is not present within half an
hour of the time fixed for any such meeting, that meeting
shall be adjourned for five working days to be reconvened
at the same time and place and both the Shareholders
shall immediately be notified thereof, and those
Shareholders present at the resumed meeting shall
constitute a quorum provided they represent an aggregate
Percentage Interest of 30% PROVIDED ALWAYS THAT unless
the B Shareholder is present at such reconvened meeting
the meeting shall not be quorate for the purposes of
considering any resolution for which the consent of both
Shareholders is required pursuant to the terms of Clause
11.1.

12.6 Subject to the provisions of Section 381B of the
Companies Act, a resolution signed by all the
Shareholders shall have effect according to its terms
notwithstanding that it was not passed at a duly convened
general meeting of NEWCO. For the purposes of this
provision the individual written consents of all the
Shareholders to a particular resolution shall be treated
as if they collectively consented to a resolution being
duly passed at a validly convened Shareholders meeting.

13. Dividend Policy

13.1 Subject to the law of England and Wales and the
terms hereof, the Board may declare a dividend, PROVIDED
ALWAYS THAT such action shall be in accordance with the
provisions of the Articles.

<PAGE> Exhibit 10(l)
-------------
(54 of 187)

13.2 Unless otherwise agreed between the Shareholders in
writing pursuant to Clause 11.1(c), the Parties shall
procure that no dividend shall be declared, paid or
otherwise effected by NEWCO:

(a) in the absence of sufficient Distributable
Reserves; or

(b) unless the Shareholders otherwise agree in
writing, to the extent that the Business Plan for
the then current Financial Year indicates that an
injection of funds by Shareholders or by way of
Borrowing remains outstanding in that current
Financial Year; or

(c) unless the Shareholders otherwise agree in
writing, in respect of any Financial Year of an
amount which is greater than the total of 65% of
the combined after-tax net profits for that
Financial Year for NEWCO and 65% of NEWCO's
Distributable Reserves; or

(d) otherwise than in the form of cash.

13.3 Unless otherwise agreed between the Shareholders in
writing, and in any event subject to the provisions of
Clauses 13.1 and 13.2, the Parties shall procure that
NEWCO declares a dividend in respect of each Financial
Year which shall be no lower than an amount equal to 35%
of the after-tax net profits for that Financial Year for
NEWCO, subject always to there being sufficient cash
available in NEWCO to effect such payment without the
need for Borrowings or loans from Shareholders.

14. Accounts and Auditors

14.1 The Parties shall procure that:

(a) the first Auditors shall be Messrs Coopers &
Lybrand or such other firm of accountants of
international repute as shall from time to time be
appointed by the Shareholders in general meeting;

<PAGE> Exhibit 10(l)
-------------
(55 of 187)

(b) accounts for the NEWCO Group shall be audited
annually and prepared in accordance with the then
current Statements of Standard Accounting Practice
in the United Kingdom and the requirements of the
Companies Act, in each case as agreed by the
Shareholders and in accordance with such other
principles as may be agreed upon by the
Shareholders, applied on a basis consistent from
year to year;

(c) NEWCO shall make available to each Shareholder
simultaneously the consolidated audited accounts
for the NEWCO Group and the reports of the Auditors
thereon as soon as practicable after the issue by
the Auditors of such reports;

(d) NEWCO and each Subsidiary Undertaking of NEWCO
shall also keep such other books and records and
shall provide such other information as shall be
reasonably requested by any Shareholder or its duly
appointed agents or auditors for accounting and/or
tax purposes and NEWCO shall provide access for
them to the books and records of the NEWCO Group
for those purposes during normal business hours;

(e) without prejudice to (a) to (d) inclusive
above, NEWCO shall, unless the Shareholders
otherwise agree, maintain consolidated management
accounts for the NEWCO Group in $ in accordance
with US Generally Accepted Accounting Principles
applied on a basis consistent from year to year in
such manner and subject to such other principles as
may be agreed between the Shareholders and NEWCO
shall send a copy of such accounts each month and
an annual set of such accounts at the end of each
Financial Year to each Shareholder as soon as
practicable following their preparation.

14.2 The Shareholders shall use their respective best
endeavours to procure that the management of NEWCO shall
prepare its annual accounts in respect of each Financial
Year for presentation to the Auditors within one month

<PAGE> Exhibit 10(l)
-------------
(56 of 187)

from the end of that Financial Year and use their
respective best endeavours to ensure that the Auditors
will issue their reports on such accounts within two
months from the end of the Financial Year.

14.3 Any Shareholder having a Percentage Interest of more
than 15% shall have the right to request at any time that
an audit of NEWCO be undertaken by the Auditors with the
reasonable participation of such other auditors as may be
appointed by such Shareholder in addition to the annual
audit referred to in Clause 14.1(b), including being
given access to the Auditors' working papers PROVIDED
ALWAYS THAT this right may not be exercised by any
Shareholder more than once in any Financial Year.
Furthermore, any such audit shall be performed at the
expense of the Shareholder requesting the audit.

14.4 NEWCO will permit representatives of either
Shareholder at their expense to visit and inspect all
properties, books and records of the NEWCO Group and to
discuss the affairs, finances and accounts of NEWCO with
the principal officers of NEWCO, its solicitors and
auditors, all at such reasonable times and as often as
may be reasonably requested, subject to appropriate
confidentiality agreements pursuant to which any such
information received or otherwise obtained shall be held
in confidence and subject to the terms of any
confidentiality agreements with third parties to which
NEWCO is subject.

15. Financial Information

15.1 The Shareholders shall procure that each Shareholder
for so long as it remains such is supplied not later than
21 days after the end of each calendar quarter during a
Financial Year with management accounts of the NEWCO
Group including a balance sheet, a profit and loss
account, a statement of source and application of funds
and a comparison of actual performance with budget and
such tax information as either Shareholder shall
reasonably require.

<PAGE> Exhibit 10(l)
-------------
(57 of 187)

15.2 The Shareholders shall also procure that, unless the
Board direct otherwise (which it shall not do without the
consent of a 'B' Director) the Board is supplied not
later than 21 days after the end of each calendar month
with management accounts of the NEWCO Group including a
balance sheet, profit and loss account, statement of
source and application of funds, a comparison of actual
performance with budget and, within 21 days of the end of
each calendar quarter of each Financial Year, budget and
cash flow forecasts showing the position of the NEWCO
Group for the then next twelve month period together with
such additional information as the Board or any
Shareholder may request.

16. UK Tax Matters

16.1 Clause 16.1 to 16.4 apply in relation to any
Financial Year in respect of which:

(a) NEWCO has trading losses and other amounts
eligible for relief from corporation tax ("Tax
Losses") capable of being surrendered to any member
of the BT Group (in this Clause 16 a "Claimant
Company") by way of group relief under Chapter IV
of Part X of ICTA ("group relief"); and

(b) but for the surrender of such Tax Losses the
Claimant Company would be liable to pay an amount
of corporation tax in respect of its corresponding
accounting period(s).

16.2 If Clause 16.1 applies in relation to a Financial
Year:

(a) BT shall be entitled to call upon NEWCO to
surrender up to that proportion of the Tax Losses
available for surrender by way of group relief in
respect of the Financial Year which corresponds to
the mean weighted average of the 'A' Shareholder's
Percentage Interest during the Financial Year, such
Tax Losses to be surrendered to such Claimant
Companies as BT shall direct (the amount of the Tax

<PAGE> Exhibit 10(l)
-------------
(58 of 187)

Losses so available being determined, in the
absence of agreement between the Parties, by a
mutually acceptable firm of chartered accountants
in England and Wales ("the Independent
Accountants") acting as experts and not arbitrators
and whose decision shall be final and binding on
all concerned);

(b) NEWCO and, to the extent required by law, MCI
shall give their consent to any such surrender
under Section 412 ICTA in such form as may be
required from time to time; and

(c) the relevant Claimant Companies shall make
claims for group relief in relation to the
surrenders made pursuant to Clause 16.2(a) in such
form as may be required from time to time.

16.3 If a surrender of Tax Losses is made by NEWCO to a
Claimant Company pursuant to Clause 16.2, BT (if it is
the Claimant Company) shall pay to NEWCO, and if BT is
not the Claimant Company, BT shall procure that the
Claimant Company pays to NEWCO, by way of payment for
group relief, an amount equal to the value of the Tax
Losses so surrendered as determined in accordance with
Clause 16.4.

16.4 For the purposes of Clause 16.3 and this Clause
16.4:

(a) it shall be assumed that, and NEWCO shall
procure that, Tax Losses in respect of any
Financial Year of NEWCO which are not surrendered
to Claimant Companies pursuant to Clause 16.2 are
utilised for corporation tax purposes (whether by
way of group relief surrender or set-off under
Section 393 or 393A ICTA or otherwise) to the
maximum possible extent and at the earliest
possible times by NEWCO and its subsidiaries and
that all relevant claims, elections, notices and
consents are made or given as required by law
within relevant time limits;

<PAGE> Exhibit 10(l)
-------------
(59 of 187)

(b) surrenders of Tax Losses made in respect of the
same Financial Year shall be treated as if they
were a single surrender;

(c) the value of a surrender of Tax Losses (taking
for this purpose surrenders in respect of earlier
Financial Years before surrenders in respect of
later Financial Years) made pursuant to this Clause
16 shall be equal to NEWCO's corporation tax
liability (ignoring advance corporation tax) on an
amount of Net Chargeable Profits of NEWCO equal to
the amount of the Tax Losses surrendered and Net
Chargeable Profits means for the relevant Financial
Year the trading income (as defined in section
393(8) ICTA) of NEWCO less charges on income (as
defined in section 338 ICTA), allowances,
deductions or other reliefs which may be set-off
against total profits for corporation tax of NEWCO
but only to the extent that the aggregate of such
charges, allowances, deductions or reliefs exceeds
profits other than trading income of NEWCO
chargeable to corporation tax; and

(d) for the avoidance of doubt, the corporation tax
liability referred to in (c) above will be computed
using the statutory rates of corporation tax
applicable to NEWCO for the relevant Financial
Year; and

(e) for the purposes of paragraph (c) above the
relevant Net Chargeable Profits are those for the
first Financial Year for which there are Net
Chargeable Profits after the Financial Year in
respect of which the surrender of Tax Losses is
made in relation to which, and to the extent that,
this paragraph (e) has not previously applied to
such Net Chargeable Profits and if the amount of
Tax Losses so surrendered exceeds the amount of
such Net Chargeable Profits the value of the excess
shall be determined by reference to the Net

<PAGE> Exhibit 10(l)
-------------
(60 of 187)

Chargeable Profits of the next Financial Year for
which there are Net Chargeable Profits and so on
until the value of the full amount of the Tax
Losses has been determined;

(f) payments for group relief pursuant to Clause
16.3 shall be made 5 days before the date on which
the related amount of corporation tax is payable by
NEWCO and in circumstances where such corporation
tax becomes payable on more than one date, payments
for group relief shall be apportioned pro rata
between such dates (and in each case such
apportioned amounts shall be paid 5 days before the
relevant tax payment dates);

(g) where Tax Losses in respect of any Financial
Year have been surrendered to more than one
Claimant Company, the aggregate of such payments
for group relief to be made on any occasion in
relation to the surrender of such Tax Losses shall
be apportioned between the relevant Claimant
Companies pro rata to the relevant Tax Losses
surrendered to them;

(h) in the absence of agreement between the Parties
amounts payable by Claimant Companies shall be
determined by the Independent Accountants (acting
as experts and not arbitrators) whose decision
shall be final and binding on all concerned.

16.5 If any payment for group relief is not made on or
before the due date for payment set out in Clause 16.4(f)
such payment shall carry interest at the rate of 2% over
the base rate for the time being of Barclays Bank PLC
from the due date to the date of actual payment.

16.6 The Parties shall procure that an election shall be
made by NEWCO and BTH under the provisions of Section 247
ICTA to permit all dividends paid and any payments (as
referred to in Section 247(4) ICTA) made by NEWCO to BTH
to be excluded from Sections 14(1) and 231 ICTA and from
Sections 349 and 350 ICTA. Such election shall not be
withdrawn. All dividends paid by NEWCO to the 'A'
Shareholder shall, to the extent permitted by law, be

<PAGE> Exhibit 10(l)
-------------
(61 of 187)

paid without advance corporation tax under the election
made pursuant to Section 247 ICTA unless the Parties
otherwise agree.

16.7 If NEWCO or any subsidiary of Newco ceases to be a
member of a group of companies such that section 178 or
section 179 of the Taxation of Chargeable Gains Act 1992
has effect in relation to any asset which NEWCO or such
subsidiary acquires or has acquired from any member of
the BT Group, BT shall indemnify and hold harmless NEWCO
or the relevant subsidiary of NEWCO against any
corporation tax incurred as a consequence of the
application of either of those sections. The amount
otherwise payable by way of indemnity hereunder shall be
increased by such amount as is required to make NEWCO or
the relevant subsidiary whole after payment of any tax
due on the indemnity payment. BT shall, so far as
legally permissible, be entitled to discharge its
obligations under this Clause 16.7 in whole or in part by
surrendering or procuring the surrender of such amount of
trading losses or other amounts eligible for relief from
corporation tax by way of group relief as is sufficient
to relieve NEWCO or the relevant subsidiary from paying
an amount equal to the relevant amount of corporation tax
in respect of the relevant Financial Year, any such
surrender being made without payment therefor.

16.8 BT agrees to indemnify NEWCO for itself and as
trustee for every other member of the NEWCO Group which
is treated as a member of the BT VAT group (Registration
No. 245719348) against the costs of all VAT, interest and
penalties suffered by such a member of the NEWCO Group
which would not have been recoverable from a member of
the NEWCO Group but for the existence of the BT VAT
Group. NEWCO agrees to indemnify BT for itself and as
trustee for its subsidiaries (other than members of the
NEWCO Group) against the costs of all VAT, interest and
penalties suffered by BT or any such subsidiary which
would not have been recoverable from BT or any such
subsidiary had no member of the NEWCO Group been a member
of the BT VAT Group.

<PAGE> Exhibit 10(l)
-------------
(62 of 187)

16.9 Unless the context otherwise requires any reference
in this Clause 16 to NEWCO shall include a reference to
any subsidiary of NEWCO and unless the Shareholders
otherwise agree, no surrender of advance corporation tax
or of Tax Losses shall be made by a member of the BT
Group to NEWCO or any of its subsidiaries. For the
avoidance of doubt, surrenders of Tax Losses to a
Shareholder for periods other than Financial Years may be
made on such terms as may be agreed between the relevant
Shareholder and NEWCO.

17. Shareholder Related Contracts

17.1 Unless otherwise agreed by NEWCO and the
Shareholders and the Ultimate Parents, the Ultimate
Parents shall procure that transactions between NEWCO or
any of its Subsidiary Undertakings and a Shareholder or
any affiliate of a Shareholder shall be on terms and
conditions substantially as favourable to NEWCO and its
Subsidiary Undertakings as if such transaction had been
entered into with a third party on an arm's length basis.

17.2 Subject to Clause 17.3, to enable the Ultimate
Parents to meet the needs of their customers pursuant to
their obligations under the Distribution Agreements, the
Parties acknowledge that NEWCO may need to acquire and to
incorporate into Global Products or services (as defined
in the Distribution Agreements) that are supplied to the
Ultimate Parents global products and services from other
vendors including from either of the Ultimate Parents or
their affiliates.

17.3 The Shareholders shall procure that NEWCO and its
Subsidiary Undertakings shall purchase all products,
services and facilities from the Ultimate Parents or
their respective affiliates PROVIDED ALWAYS THAT this
shall apply, and NEWCO and its Subsidiary Undertakings
shall purchase such products, services and facilities
from the Ultimate Parents or their respective affiliates,
only if in each case the relevant Ultimate Parent (or
such affiliate) can provide the same on terms at least as
favourable as regards price, quality and service to NEWCO
and its Subsidiary Undertakings as would be obtainable in

<PAGE> Exhibit 10(l)
-------------
(63 of 187)

an arm's length transaction from an other supplier of the
same who is not an affiliate of NEWCO or a Shareholder.
In the event that both Ultimate Parents (or their
respective affiliates) offer or are able to offer to
provide competitive products, services or facilities
which are comparable, NEWCO and its Subsidiary
Undertakings shall purchase the same from the Ultimate
Parent (or affiliate) which offers to supply the same to
NEWCO and its Subsidiary Undertakings on the more
favourable terms.

17.4 In their commercial dealings with the NEWCO Group
the Parties shall and shall procure that their Subsidiary
Undertakings shall offer to supply products, services and
facilities to NEWCO and its Subsidiary Undertakings at
not more than on an arm's length, cost plus reasonable
market rate of return basis.

17.5 Nothing contained in this Clause 17 shall be deemed
to require any of the Parties to do anything or procure
that their Subsidiary Undertakings do anything that would
conflict with any regulatory licence or condition with
which that Party or its Subsidiary Undertaking must
comply.

17.6 For the purpose of this Clause 17, it shall be
assumed that the terms of the Related Agreements (but
excluding items still to be agreed or added thereto and
other than the Investment Agreement) as adopted at the
date hereof comply with this Clause 17.

18. Restrictions and Obligations on Shareholders

18.1 Subject to the following terms of this Clause 18,
while any Shareholder retains any Shares, that
Shareholder and its Ultimate Parent undertakes to NEWCO
and the other Shareholder and its Ultimate Parent that it
shall not and shall procure that its subsidiaries shall
not, and shall use its best endeavours to procure that
none of its affiliates (excluding subsidiaries) shall, do
or permit any of the following without the prior written
consent of the other Ultimate Parent:

<PAGE> Exhibit 10(l)
-------------
(64 of 187)

(a) except in accordance with the Distribution
Agreements to which it or its affiliate is a party,
either solely or jointly with or on behalf of any
person directly or indirectly carry on or be
engaged or interested in the provision of Enhanced
and Value-added Telecommunication Services anywhere
in the world or International Outsourcing Services
(except as the holder of investments or securities
dealt in on a recognised stock exchange which does
not involve that Shareholder (or its affiliates)
beneficially owning more than 10% of the issued
share capital of a company carrying on, either
directly or through one or more subsidiaries, any
such business) or appoint any person to be a
director (or equivalent officer holder) of a
business which provides such services other than as
a director of NEWCO or its Subsidiary Undertakings;

(b) except in accordance with the Distribution
Agreements to which it or its affiliate is a party,
solicit the custom of any person for the purpose of
offering to that person Enhanced and Value-added
Telecommunication Services or International
Outsourcing Services;

(c) solicit or entice away or endeavour to solicit
or entice away any employee of, or seconded to,
NEWCO or to any Subsidiary Undertaking of NEWCO,
but without prejudice to the right of that
Shareholder to terminate arrangements under which
any of its staff are seconded to NEWCO or any such
Subsidiary Undertaking or cause or permit any
person directly or indirectly under its control to
do any of the foregoing acts or things.

18.2 Nothing in Clause 18.1 shall preclude or restrict
either Ultimate Parent, Shareholder or their affiliates
from providing any products, services or facilities
within the respective Territories (as defined in the
Distribution Agreements) covered by the Distribution
Agreement to which it or its affiliate is a party:

<PAGE> Exhibit 10(l)
-------------
(65 of 187)

(a) to the extent that such provision is necessary
in order to ensure continuity of service is
maintained to fulfil existing contractual
commitments to customers in circumstances where
NEWCO has discontinued such service; or

(b) which would otherwise be in breach of Clause
18.1 but which that Ultimate Parent, Shareholder or
any affiliate of an Ultimate Parent provided to
customers by whatever means (including, without
limitation, through marketing arrangements with
third parties) prior to Early Start Completion,
PROVIDED THAT such Ultimate Parent or Shareholder
or affiliate shall procure that such products,
services or facilities are discontinued and no
longer actively marketed as soon as reasonably
practicable following Early Start Completion and,
in any event, within a period of 1 year from Early
Start Completion or longer, to the extent justified
by any customer contract the unexpired length of
which as at Early Start Completion extends beyond
such 1 year period; or

(c) which would otherwise be in breach of Clause
18.1 but which that Ultimate Parent, Shareholder or
any affiliate of an Ultimate Parent provided to
customers at a time after Early Start Completion
but before any product, service or facility became
Enhanced and Value-added Telecommunication Services
due to regulatory changes, provided that such
Ultimate Parent or Shareholder shall use reasonable
endeavours to procure that such products, services
or facilities are migrated to NEWCO and no longer
actively marketed to customers as soon as
reasonably practicable following the time at which
such products, services or facilities first became
Enhanced and Value-added Telecommunication
Services.

18.3 Neither BT nor BTH shall be in breach of its
undertaking in Clause 18.1 as a consequence of any action
taken by BT in complying with its obligations under the

<PAGE> Exhibit 10(l)
-------------
(66 of 187)

terms of the licence granted by the Secretary of State to
BT on 22 June 1984 under Section 7 of the
Telecommunications Act 1984 or BT or BTH complying with
any other regulatory obligation imposed upon it by a
relevant governmental or similar authority in the United
Kingdom of Great Britain and Northern Ireland or the Isle
of Man.

18.4 Neither MCI nor MCH shall be in breach of its
undertaking in Clause 18.1 as a consequence of any action
taken by MCI or its affiliates in complying with its
obligations in the United States of America under the
terms of applicable regulatory certificates, licences,
authorisations or with any other regulatory obligations
imposed upon any of them by a relevant governmental or
similar authority in the United States of America.

18.5 If either BT, BTH, MCI or MCH as appropriate is
prevented from complying with the provisions of Clause
18.1 for the reasons set out in Clauses 18.3 or Clause
18.4, it shall use all reasonable endeavours to find an
alternative means of ensuring it is able to comply with
or achieve a similar financial effect as would be derived
by NEWCO and its compliant distributor had there been
such compliance with Clause 18.1 as soon as practicable,
but if any such Party is not so able to comply with
Clause 18.1, BT (in the case of BT or BTH) or MCI (in the
case of MCI or MCH) shall pay to NEWCO an amount equal to
any Profits made as a result of BT or MCI or their
respective affiliates (for the purpose of this Clause
18.5, "the defaulting Ultimate Parent") not so complying
with Clause 18.1, and such amount shall:

(a) be paid quarterly in arrears to NEWCO, in $
within 30 days from the end of each calendar
quarter;

(b) be accompanied by a certificate signed by the
defaulting Ultimate Parent showing details of the
calculation of the payment (a copy of which shall
be forwarded at the same time to the non-defaulting
Ultimate Parent); and

<PAGE> Exhibit 10(l)
-------------
(67 of 187)

(c) unless otherwise agreed, be accompanied by
self-billing invoices prepared and presented by the
defaulting Ultimate Parent in respect of the
payment of sums due to NEWCO hereunder, and the
defaulting Ultimate Parent shall, in addition, pay
any VAT and any other applicable sales taxes in
presenting such invoices to NEWCO;

(d) be made in full without any deduction or
withholding (whether in respect of set-off,
counterclaim, duties, taxes, charges or otherwise
whatsoever) unless the deduction or withholding is
required by law, in which event the defaulting
Ultimate Parent shall:

(i) ensure that the deduction or withholding
does not exceed the minimum amount legally
required;

(ii) pay to the relevant taxation or other
authorities within the period for payment
permitted by applicable law the full amount of
the deduction or withholding;

(iii) furnish to NEWCO, within the period for
payment permitted by the relevant law either
an official receipt of the relevant taxation
authorities involved in respect of all amounts
so deducted or withheld or, if such receipts
are not issued by the taxation authorities
concerned, a certificate of deduction or
equivalent evidence of the relevant deduction
or withholding; and

(iv) to the extent that any such deduction or
withholding is not creditable, relievable or
allowable against NEWCO's liability to
taxation on such sum, pay such additional
amount after allowance for any further
deduction or withholding thereon and any

<PAGE> Exhibit 10(l)
-------------
(68 of 187)

credit, relief or allowance therefor as shall
leave NEWCO in the same after-tax position had
no deduction or withholding been required;

(e) if the non-defaulting Ultimate Parent serves
notice in writing on NEWCO within 30 days of
receipt of the copy of any certificate referred to
in Clause 18.5(b) that it disputes the contents of
the said certificate, the defaulting Ultimate
Parent shall instruct its own auditors (for the
purposes of this Clause 18.5 the "Auditors") to
review and verify the said certificate;

(f) the Auditors shall be instructed by the
defaulting Ultimate Parent to reach their decision
as soon as practicable and in any event within 60
days from the date of instructions and shall act as
an expert and not as an arbitrator. The decision of
the Auditors as to the sum to be paid pursuant to
this Clause 18.5 shall be final and binding on the
defaulting Ultimate Parent;

(g) in the event of a discrepancy of more than 10
per cent the costs incurred by the Auditors in
carrying out such exercise shall be borne by the
defaulting Ultimate Parent, otherwise such costs
shall be borne by the non-defaulting Ultimate
Parent; and

(h) for the purpose of this Clause 18.5, "Profits"
shall mean the amount of profits which can be
attributed to any particular service or services
during the relevant quarterly period after taking
into account accumulated losses from such service
or services and including a reasonable contribution
towards overheads to the intent that, overall, the
defaulting Ultimate Parent shall have neither
gained nor lost from the provision of such a
service or services.

18.6 Nothing in Clause 18.1 shall preclude or restrict BT
(or its affiliates) from continuing to hold shares in
McCaw Communications Inc. or Belize Telecommunications
Limited.

<PAGE> Exhibit 10(l)
-------------
(69 of 187)

18.7 Nothing in Clause 18.1 shall preclude or restrict
MCI (or its affiliates) from holding shares in AAP
Telecommunications Pty Limited, Australia or Clear
Communications Limited, New Zealand or preclude or
restrict MCI (or its affiliates) from fulfilling their
contractual obligations in respect of any sale or
transfer of such shares.

18.8 There shall be no breach of Clause 18.1 in the event
that an Ultimate Parent or any of its affiliates shall
directly or indirectly acquire any interest in any Non-
Material Business, Provided That, if the ownership of
such interest would otherwise be in breach of Clause
18.1, that Ultimate Parent shall serve notice as soon as
practicable after such acquisition to NEWCO and the other
Ultimate Parent that it intends to sell, dispose or
otherwise divest itself of the Non-Material Business or
the portion thereof that would otherwise cause a breach
of Clause 18.1 and Further Provided That the completion
of such divestiture takes place on or before the first
anniversary of such acquisition of such Non-Material
Business. For such purposes, "Non-Material Business"
means a business or operation which directly or
indirectly carries on or is engaged in the provision of
Enhanced or Value-Added Services or International
Outsourcing Services which did not, in the financial year
of such Non-Material Business which is most recent to
completion of its acquisition, exceed an aggregate
revenue, in respect of such activities, of greater than
7.5% of the aggregate revenues of the NEWCO Group during
the 12 months up to the date of such completion, as shown
in the NEWCO Group's management accounts.

18.9
(a) MCI will, or will procure that its affiliates
will, provide to BT such telecommunication services
in the Americas (as defined in the MCI Distribution
Agreement) as BT shall reasonably require to enable
it to offer to customers outside the Americas
services to locations in the Americas in response

<PAGE> Exhibit 10(l)
-------------
(70 of 187)

to competitors' voice international simple resale
offerings in a manner that will not require BT to
seek US regulatory approval.

(b) If

(i) MCI is unable or unwilling to provide
such services to BT on such terms and prices
that BT is, in its reasonable opinion, able to
respond effectively to competitive services in
the United Kingdom based on voice
international simple resale; or

(ii) BT at any time subsequently concludes, in
its reasonable opinion, that the terms on
which MCI offers to provide such services do
not enable BT to respond effectively to
competitive services based on voice
international simple resale;

BT and MCI shall consult together in good faith with a
view to enabling BT to respond effectively to such
services.

(c) If BT and MCI are unable to agree on a method
of so enabling BT, except by means of voice
international simple resale, then:

(i) voice international simple resale shall
thenceforward be deemed for the purposes of
this Agreement to be included in the
definition of "Enhanced and Value Added
Services" for the purposes of this Agreement
and the Related Agreements; and

(ii) nothing in this Agreement (including,
without limitation, the Shareholder consent
rights contained in Clause 11) shall prevent
or restrict NEWCO or the NEWCO Group from
providing voice international simple resale to
BT in accordance with this Clause 18.9(c); and

<PAGE> Exhibit 10(l)
-------------
(71 of 187)

(iii) MCI shall provide to NEWCO, and
through NEWCO to BT as applicable, such
telecommunication services as may be
reasonably required to distribute and deliver
in the Americas the services offered by BT to
customers outside the Americas. Such services
shall be provided by MCI on fair and
reasonable terms, with the intent that BT is
put into the same financial position it would
have been in had it been able itself to
provide such services, such terms to be agreed
by MCI, NEWCO and BT, such agreement not to be
unreasonably withheld or delayed.

18.10
(a) BT will, or will procure that its affiliates
will, provide to MCI such telecommunication
services in the Territory (as defined in the BT
Distribution Agreement) as MCI shall reasonably
require to enable it to offer to customers outside
the Territory services to locations in the
Territory in response to competitors' voice
international simple resale offerings.

(b) If

(i) BT is unable or unwilling to provide such
services to MCI on such terms and prices that
MCI is, in its reasonable opinion, able to
respond effectively to competitive services in
the Americas based on voice international
simple resale; or

(ii) MCI at any time subsequently concludes,
in its reasonable opinion, that the terms on
which BT offers to provide such services do
not enable MCI to respond effectively to
competitive services based on voice
international simple resale;

MCI and BT shall consult together in good faith
with a view to enabling MCI to respond effectively
to such services.

<PAGE> Exhibit 10(l)
-------------
(72 of 187)

(c) If MCI and BT are unable to agree on a method
of so enabling MCI, except by means of voice
international simple resale, then:

(iii) BT shall provide to NEWCO, and
through NEWCO to MCI as applicable, such
telecommunication services as may be
reasonably required to distribute and deliver
in the Territory the services offered by MCI
to customers outside the Territory. Such
services shall be provided by BT on fair and
reasonable terms, with the intent that MCI is
put into the same financial position it would
have been in had it been able itself to
provide such services, such terms to be agreed
by BT, NEWCO and MCI, such agreement not to be
unreasonably withheld or delayed.

19. Restrictive Trade Practices Act

No provision of this Agreement or any Related Agreement,
or any documents relating to the arrangements
contemplated thereby, which is subject to registration
under the RTPA shall come into effect until the day
following the day on which particulars of this Agreement
and the Related Agreements (and such documents) have been

<PAGE> Exhibit 10(l)
-------------
(73 of 187)

furnished to the Director General of Fair Trading
pursuant to Section 24 of the RTPA (or such date
following such furnishing of particulars as may be
provided for in relation to any such restriction).

20. Business Plan and AOPB

20.1 The Shareholders shall use all reasonable endeavours
to review the First Business Plan by March 2nd 1994 with
the intent that it be revised to the satisfaction of both
Shareholders, any revised version of which shall be
agreed in writing by the Shareholders. The Shareholders
shall also endeavour to agree (as part of the first AOPB
only) prior to Closing a corporate structure chart for
the NEWCO Group.

20.2 The Shareholders shall use all reasonable endeavours
to agree the AOPB for the first Financial Year prior to
Closing. If there is no AOPB so agreed on Closing, the
Shareholders shall require the Board to prepare a draft
first AOPB within 10 working days of Closing, to be based
on the parameters of the Business Plan and to be
consistent with the Business Plan. The Shareholders
shall procure that the draft first AOPB is presented for
consideration by the Board within 5 working days of the
end of such 10 working day period and, if approved by the
Board by majority vote, shall become the First AOPB,
subject to such modifications and revisions as the
Shareholders may agree in writing.

20.3 Each year covered by the Business Plan and AOPB will
be a Financial Year, but for the purpose of the First
AOPB agreed pursuant to Clause 20.2 the first Financial
Year will be deemed to commence on Early Start Completion
and end on 31st March 1995.

20.4 The Shareholders shall procure that the CEO shall
not less than 90 days before the end of each Financial
Year submit a draft update of the Business Plan and a new
AOPB for consideration by the Board which if unanimously
approved by the Board in accordance with Clause 9.9,
notwithstanding the provisions of Clause 11.1, or if

<PAGE> Exhibit 10(l)
-------------
(74 of 187)

agreed between the Shareholders pursuant to Clause
11.1(l), shall become the Business Plan for the next five
years and the AOPB for the next Financial Year.

20.5 The Board shall endeavour to reach unanimous
agreement on the updated Business Plan on the basis of
the draft submitted by the CEO taking account of the
submissions of the various directors. Should the Board
be unable so to agree an updated Business Plan and AOPB
at the meeting called to consider it then the meeting
shall be adjourned for a period of 30 days to enable
consultation and to see whether unanimous agreement can
be reached on revisions to the updated Business Plan and
AOPB which would enable the unanimous agreement of the
Board to be obtained.

20.6 The annual review and update of the Business Plan
shall consist of a reforecast of the current Financial
Year and a forecast for a minimum of five subsequent
Financial Years, the first Financial Year of which shall
be forecast on a monthly basis. The Parties agree that
each Business Plan and AOPB shall each include:

(a) a full financial statement for each Financial
Year in the case of the Business Plan, or each
calendar month in the Financial Year in the case of
the AOPB including a full profit and loss
statement, a balance sheet, a statement of the
source and application of funds for each Financial
Year or month, as the case may be; and

(b) principles of account management, marketing,
operational, product, technology, capital, and
quality of service plans and budgets for NEWCO and
the NEWCO Group and the joint funding commitment of
the Shareholders to NEWCO; and

(c) a forecast from each distributor of its
anticipated sales for the relevant period, pursuant
to meeting its obligations under the relevant
Distribution Agreement;

<PAGE> Exhibit 10(l)
-------------
(75 of 187)

The format of the annual updates of the Business Plan and
of each AOPB shall be similar to those of the initial
Business Plan and AOPB.

20.7 In the event that the Board do not unanimously agree
pursuant to Clause 20.4 and the Shareholders do not agree
on the AOPB pursuant to Clause 11.1 prior to expiry of
the 90 day period referred to in Clause 20.4 then the
following provisions of this Clause 20.7 shall apply:

(a) in the event that the AOPB for a given
Financial Year has not been adopted by the Board
within 45 days of the AOPB being submitted to the
Board for approval pursuant to Clause 20.4 due to
the failure of MCH to consent to the approval of
the AOPB then BTH shall give notice to MCH that it
is invoking this Clause. Within 30 days of such
notice the chairman of BT and the chief executive
officer of MCI shall meet to attempt to agree an
AOPB for the relevant Financial Year. In the event
that there is still no agreement on the AOPB within
80 days of the submittal of the AOPB to the Board
pursuant to Clause 20.4 then the question of
adopting the AOPB shall be referred back to the
Board who shall consider the matter in accordance
with Clause 20.7(b); and

(b) upon referral to the Board in accordance with
Clause 20.7(a), NEWCO shall, and the Shareholders
shall procure that NEWCO shall, until such time as
the AOPB is adopted in accordance with Clause 20.4
or Clause 11.1(l), operate the NEWCO Group in
accordance with the provisions of the then current
Business Plan relating to the Financial Year in
respect of which the AOPB should have been adopted,
with such modifications as are necessary to reflect
changes from such Business Plan that have already
properly occurred in accordance with this Agreement
and timing differences.

<PAGE> Exhibit 10(l)
-------------
(76 of 187)

21. Funding Obligations

21.1 Each Shareholder shall provide funding for NEWCO as
set forth in any duly approved AOPB and Business Plan
(which in this Agreement shall mean funding whether
provided by way of equity contributions or as debt in the
form of shareholder loans) pro rata in accordance with
its Percentage Interest and in accordance with the number
of Shares of each class then held.

21.2 Any loans from Shareholders to NEWCO shall be
documented, the form of which shall be agreed from time
to time between the Shareholders. Shareholder loans
shall carry a commercial rate of interest. Shareholder
loans may be provided by an affiliate of the relevant
Shareholder and shall be on a full recourse basis.

21.3 In respect of any Financial Year covered by a joint
funding commitment as set out in the then current AOPB
and Business Plan the Shareholders agree with each other
and with NEWCO that NEWCO shall be entitled from time to
time during each such Financial Year to require each
Shareholder to provide moneys of such amount and at such
times as set out in the joint funding commitment as being
required by NEWCO during such Financial Year in return
for the issue, credited as fully paid up, of such number
of Shares to each Shareholder for the Issue Price as
shall result in the Percentage Interest of each
Shareholder being the same as its Percentage Interest
immediately prior to such issue, with the 'A' Shareholder
being issued with such proportion of 'A' and 'C' Shares
as shall be equal to the proportion of voting rights
carried on such Shares held by the 'A' Shareholder
immediately prior to such issue.

21.4 The Shareholders and NEWCO agree that the Issue
Price for the purpose of Clause 21.3 shall be PS1,000 per
Share, except if the provisions of Clause 6.11 and/or
6.12 apply or if otherwise agreed between the
Shareholders in writing.

21.5 Each of the Shareholders shall pay to NEWCO the
Issue Price on the Shares to be issued to it pursuant to
Clause 21.3 in cleared funds within such period of notice

<PAGE> Exhibit 10(l)
-------------
(77 of 187)

that may be given by NEWCO in writing of the exercise of
its right pursuant to Clause 21.3, which period shall not
be less than 30 days. Any unutilised funds provided by
the Shareholders shall be invested by NEWCO in short term
interest bearing deposits at banks approved by the Board
unless otherwise stipulated by the Board.

21.6 The Shareholders intend that when, and to the
extent, practicable NEWCO shall be financed out of its
own resources.

22. Breach of Funding Obligations

22.1 Following the end of the notice period referred to
in Clause 21.5 ("the First Period") NEWCO shall promptly
notify both Shareholders and the Ultimate Parents of any
breach of a Shareholder's funding obligations under
Clause 21.3 and shall require in such notice that the
defaulting Shareholder remedies that breach within 30
days from the end of the First Period.

22.2 The Shareholders and NEWCO agree that Shares shall
be issued by NEWCO to the Shareholders who have met their
obligations under Clause 21.4 on the working day
following the day when the monies from all the
Shareholders have been received pursuant to Clause 21.5
or upon expiry of the 30 day notice period referred to in
Clause 22.1 ("the Second Period"), whichever shall be the
earlier.

22.3 Subject to the provisions of Clause 22.4, if a
Shareholder defaults in its obligations in Clause 21.5
and fails to remedy such default within the Second
Period, then all rights of the defaulting Shareholder to
require NEWCO to issue it with such Shares shall
thereupon cease and NEWCO shall promptly offer in writing
to issue to the non-defaulting Shareholder (the "Offer
Notice") such number of Shares as follows:

(a) where the 'A' Shareholder is the non-defaulting
Shareholder, such number of 'A' Shares and 'C'
Shares (as near as possible in proportion to the

<PAGE> Exhibit 10(l)
-------------
(78 of 187)

aggregate voting rights represented by the 'A' and
'C' Shares then held by the 'A' Shareholder to
avoid fractions of shares and, in the event that
fractions of shares would otherwise occur, the
number of 'C' Shares offered shall be adjusted
upwards and the number of 'A' Shares adjusted
downwards accordingly) that together carry the same
aggregate voting rights as the 'B' Shares would
have carried that were to be issued to the 'B'
Shareholder had the 'B' Shareholder fulfilled its
obligation under Clause 21.5; or

(b) where the 'B' Shareholder is the non-defaulting
Shareholder, such number of 'B' Shares that carry
the same aggregate voting rights as the 'A' and 'C'
Shares would have carried that were to be issued to
the 'A' Shareholder had the 'A' Shareholder
fulfilled its obligation under Clause 21.5.

22.4 The non-defaulting Shareholder shall have the right
to accept NEWCO's offer pursuant to Clause 22.3 within 60
days of service of notice by NEWCO, failing which such
rights shall lapse. If such offer is so accepted NEWCO
shall issue the relevant Shares to the non-defaulting
Shareholder forthwith upon receipt of the aggregate Issue
Price in respect thereof that the defaulting Shareholder
failed to pay.

22.5 Without prejudice to the rights of NEWCO or any
other Party hereunder, NEWCO shall have the right to
charge, and shall charge, if so requested in writing by
a Shareholder who has paid in full the sums due in
respect of any issue of Shares prior to expiry of the
Second Period, daily interest on all outstanding amounts
under this Clause 22 after expiry of the Second Period
until payment is received in full at the rate per annum
equal to 2% above the Barclays Bank PLC base lending rate
as current from time to time whether before or after
judgment. Interest shall continue to accrue
notwithstanding expiry or termination for any cause
whatsoever of this Agreement.

22.6 The provisions of this Clause 22 are intended to be
cumulative and without prejudice to any other or

<PAGE> Exhibit 10(l)
-------------
(79 of 187)

additional remedies which may be available to the
Shareholders or NEWCO, Provided That in the event that a
Shareholder is in breach of its obligations under Clause
21 the non-defaulting Shareholder shall have the right to
serve notice exercising those remedies which are
consequent upon such breach constituting a Relevant Event
within the meaning of Clause 29 only during the 60 day
period specified in Clause 22.4. The Shareholders
recognise the importance of the timely and efficient
working of the funding arrangements to NEWCO's operations
and for this reason have made provision for the events
covered in the preceding Clauses. Nothing in this
Agreement shall render any Shareholder under a legal or
moral obligation to make good any funding default
(whether actual or anticipated) of another Shareholder.

23. Personnel

23.1 Following Closing NEWCO and the Shareholders will
co-operate with each other to decide on the employees of
the NEWCO Group, both by reviewing those employees who
are employed by companies within the NEWCO Group at
Closing and by deciding upon new recruits.

23.2 Personnel seconded on a temporary basis to NEWCO
from a Shareholder or any affiliate shall retain all
their rights and benefits as employees of that
Shareholder or affiliate. All cost associated with the
secondment of any such person to NEWCO shall be the
responsibility of NEWCO unless otherwise agreed by the
Parties.

23.3 The Parties shall procure that NEWCO shall develop
its own employee relations plans and practices.

23.4 The Shareholders intend that, notwithstanding their
willingness to make appropriately qualified technical
personnel available to NEWCO on a temporary basis, NEWCO
should become self-sufficient in personnel terms as soon
as reasonably practicable in order to ensure the optimum
employee commitment to NEWCO.

<PAGE> Exhibit 10(l)
-------------
(80 of 187)

24. Transfer of Shares

24.1 No Party shall sell, assign, devise, bequeath,
transfer, pledge, encumber or in any manner dispose of,
or part with, its right, title, or interest (whether, in
any case, legal or beneficial) in any Shares held by it
except as provided in Clause 26 and Clause 30 and the
Parties shall procure that NEWCO shall not cause or
permit the transfer of any Shares held by a Party to be
entered on the register of members of NEWCO except in
accordance with such terms.

24.2 Each Ultimate Parent undertakes itself not to and to
procure that none of its subsidiaries shall, sell,
assign, devise, bequeath, transfer, pledge, encumber or
in any manner dispose of, or part with, its right, title,
or interest (whether, in any case, legal or beneficial)
in any shares held by it in MCH or BTH, as appropriate,
except as provided in this Clause 24 and Clause 25.

24.3 Neither Ultimate Parent shall transfer or permit the
transfer of any legal or beneficial interest in any
shares held in MCH or BTH as appropriate other than in
respect of all (but not part of) such shares:

(a) to a wholly-owned subsidiary PROVIDED THAT
prior to any such wholly-owned subsidiary ceasing
to be a wholly-owned subsidiary of the relevant
Ultimate Parent, the relevant Ultimate Parent shall
procure the transfer of all such shares held by
that wholly-owned subsidiary to itself or to any
other wholly-owned subsidiary of that relevant
Ultimate Parent; or

(b) in accordance with the provisions of Clause 25.

24.4 Subject as otherwise provided in this Agreement, BT
covenants and agrees that BTH shall at all times be a
wholly-owned subsidiary of BT. Subject as otherwise
provided in this Agreement, MCI covenants and agrees that
MCH shall at all times be a wholly-owned subsidiary of
MCI.

<PAGE> Exhibit 10(l)
-------------
(81 of 187)

25. Right of First Refusal on Transfer of Shares

25.1 At any time after the fifth anniversary of the date
of Closing, either Ultimate Parent (or its wholly-owned
subsidiary) may sell its right, title and interest (both
legal and beneficial) in all (but not part) of its shares
in the Shareholder which is its affiliate (the "Holding
Shares") to a third party subject to the right of first
refusal of the other Ultimate Parent and the other terms
set forth in this Clause 25.

25.2 An Ultimate Parent's right to sell its right, title
and interest in all its Holding Shares under Clause 25.1
may be exercised after the fifth anniversary of the date
of Closing:

(a) after the date a Relevant Event has occurred as
referred to in Clause 29.1 in respect of the
Shareholder which is the other Ultimate Parent's
affiliate; or

(b) at any time for a period of 1 year or, if
later, 60 days following the determination referred
to in (i) below, following the date of delivery to
the Shareholders of management accounts in respect
of any Financial Year under Clause 14.1(e) if, in
respect of the three Financial Years ending with
the Financial Year in respect of which such
accounts have been delivered (each such Financial
Year being a "Reference Financial Year" for the
purpose of this Clause 25.2), NEWCO failed to meet
the target revenue objectives set forth in the
relevant AOPBs by more than 20% for any two
Reference Financial Years when such revenue
objectives are compared with the actual revenue
figures shown in the management accounts for those
Reference Financial Years, as adjusted following
any review and audit referred to in (i) below,
Provided That if MCI serves notice in writing on
NEWCO within 30 days of receipt of the copy of the
management accounts for any Reference Financial
Year that it disputes the contents of the

<PAGE> Exhibit 10(l)
-------------
(82 of 187)

management accounts for any one or more Reference
Financial Years, NEWCO shall instruct the Auditors
to review and audit the said accounts and adjust
them as necessary to ensure they comply with the
provisions of Clause 14.1(e), in which event:

(i) the Auditors shall be instructed by NEWCO
to conclude their review and audit as soon as
practicable and in any event within 60 days
from the date of instructions and shall act as
an expert and not as an arbitrator. The
decision of the Auditors as to the form of the
accounts shall be final and binding on the
Shareholders; and

(ii) in the event of a discrepancy as to
revenue of less than 10 per cent the
reasonable costs incurred by the Auditors in
carrying out such exercise shall be borne by
the Shareholder who made the request;
otherwise such costs shall be borne by NEWCO.

Provided That if there has previously been an audit
carried out pursuant to the terms of this Clause 25.2(b)
in respect of any Financial Year there will be no further
right under Clause 25.2(b) for MCI to require the
carrying out of an audit in respect of that Financial
Year.

25.3 If any Ultimate Parent or its wholly-owned
subsidiary wishes to transfer the Holding Shares held by
it or its wholly-owned subsidiary (hereinafter referred
to as the "Retiring Ultimate Parent") otherwise than in
accordance with Clause 24.3(a), such Ultimate Parent
shall or (if the Holding Shares are held by its wholly-
owned subsidiary) shall procure that its wholly-owned
subsidiary shall first give a notice in writing
(hereinafter referred to as a "Transfer Notice") during
the periods referred to in Clause 25.2 to NEWCO and a
copy thereof to the other Ultimate Parent (hereinafter
referred to as "the Continuing Ultimate Parent")
specifying that the Retiring Ultimate Parent (or its
wholly-owned subsidiary) wishes to sell all of the
Holding Shares which the Retiring Ultimate Parent (or its

<PAGE> Exhibit 10(l)
-------------
(83 of 187)

wholly-owned subsidiary) then currently holds
(hereinafter referred to as "the Transfer Shares") and
giving full details of the bona fide arms length offer
from the third party in respect of the acquisition of the
Holding Shares, consisting of a complete draft sale and
purchase agreement ("the Draft Agreement") which
includes, without limitation:

(a) the identity of such third party to whom the
Retiring Ultimate Parent (or its wholly-owned
subsidiary) proposes to transfer the Transfer
Shares (hereinafter referred to as "the Third
Party"); and

(b) the price at which such Third Party has agreed
to purchase such Shares (hereinafter referred to as
"the Third Party Price"); and

and which notice shall constitute NEWCO the agent of the
Retiring Ultimate Parent (or its wholly-owned subsidiary)
for the sale for cash of the Transfer Shares at the Third
Party Price to the Continuing Ultimate Parent on the
terms of the Draft Agreement.

25.4 For the purpose of Clause 25.3:

(a) if the Third Party Price is expressed other
than as a fixed cash sum, subject to any purchase
price adjustment based upon NEWCO's financial
condition or performance, payable in full in one
lump sum at the time of transfer then the
Continuing Ultimate Parent shall be entitled by
notice in writing to require NEWCO to instruct an
independent investment bank located in the City of
London as agreed between the Ultimate Parents or,
in the absence of such agreement, appointed by the
Auditors to determine (acting as an expert and not
an arbitrator) the fair market value of such Third

<PAGE> Exhibit 10(l)
-------------
(84 of 187)

Party Price as if it had been expressed as a fixed
cash sum payable in full at the time of transfer,
but otherwise on the terms of the Draft Agreement
(not taking into account any purchase price
adjustment based on NEWCO's financial position or
performance) and to furnish such certificate to
NEWCO and each Ultimate Parent as soon as
reasonably practicable thereafter;

(b) the proposed Third Party must not be connected
with the Retiring Ultimate Parent (the meaning of
"connected" in this context shall be determined in
accordance with the provisions of Section 839 of
ICTA); and

(c) if the Retiring Ultimate Parent's Shareholder
affiliate's Percentage Interest is greater than 50%
no Transfer Notice shall be valid unless and until
the Retiring Ultimate Parent shall have first
procured that a bona fide arm's length
unconditional offer shall have been made to acquire
all the shares held by the Continuing Ultimate
Parent (or its wholly-owned subsidiary) in the
Shareholder which is its affiliate at the same time
as the Transfer Shares, which offer shall be at the
same price per Share as the Third Party Price for
the Holding Shares and otherwise on the same terms
as in the Draft Agreement and shall remain open for
so long as the offer in Clause 25.3 remains open.

25.5 Any Retiring Ultimate Parent delivering a Transfer
Notice shall procure that it or its wholly-owned
subsidiary deposits with NEWCO the share certificate or
certificates in respect of such Transfer Shares and a
Transfer Notice once given shall be irrevocable. NEWCO
shall return such share certificate forthwith on request
if a sale is to be made pursuant to Clause 25.8.

25.6 On receipt of the Transfer Notice or, if later,
receipt of the determination certificate referred to in
Clause 25.4(a), NEWCO shall immediately offer the
Transfer Shares at the Third Party Price (which, if such
certificate has been furnished, shall for the purposes of
this Clause 25.6 and the remainder of this Clause 25 be

<PAGE> Exhibit 10(l)
-------------
(85 of 187)

the price stated therein) first to the Continuing
Ultimate Parent and the Continuing Ultimate Parent shall
notify NEWCO and the Retiring Ultimate Parent within 30
days of the date of receipt by it of such offer as to
whether it wishes to accept or reject the Transfer Shares
at the Third Party Price and with the benefit of the
other terms of the Draft Agreement, with appropriate
changes to take account of any determination made by the
independent investment bank pursuant to Clause 25.4. If
the Continuing Ultimate Parent fails to send any notice
to the Retiring Ultimate Parent within such 30 day period
it shall be deemed to have rejected such offer.

25.7 If the Continuing Ultimate Parent notifies NEWCO
that it wishes to purchase all of the Transfer Shares,
NEWCO shall give notice thereof to the Retiring Ultimate
Parent whereupon the Continuing Ultimate Parent and the
Retiring Ultimate Parent (or its wholly-owned subsidiary)
shall be bound to complete the sale for cash, which the
Continuing Ultimate Parent agrees to pay to the Retiring
Ultimate Parent, at the Third Party Price, within seven
days of such notice or such longer period as may be
strictly necessary to allow the Continuing Ultimate
Parent and NEWCO to apply for and obtain all applicable
statutory and regulatory approvals and consents necessary
to effect a transfer of the Transfer Shares on terms that
are satisfactory to the Continuing Ultimate Parent which
shall include any period necessary for appeal against any
initial decision which the Continuing Ultimate Parent
wishes to bring, Provided That the Continuing Ultimate
Parent shall use its best endeavours to obtain such
approvals and consents as soon as reasonably practicable
and such period shall not last for longer than 6 months,
unless the Retiring Ultimate Parent and the Continuing
Ultimate Parent otherwise agree in writing. Where BT is
the Continuing Ultimate Parent and MCI is the Retiring
Ultimate Parent under this Clause 25.7, MCI shall procure
that immediately following the service of a notice by BT
under this Clause 25.7, but prior to completion of the
sale of the Transfer Shares, MCH shall take such steps as
necessary to sell to MCI or another person nominated by
MCI all MCH's shareholding and other interest in the MCH

<PAGE> Exhibit 10(l)
-------------
(86 of 187)

Asset Subsidiary (as defined in Clause 28.3), and with
effect from completion of the sale of the Transfer Shares
MCI undertakes to indemnify and keep indemnified BT, BTH,
MCH and Newco against any costs, expenses, liability or
claims that may arise in respect of or as a consequence
of MCH's holding of shares in the MCH Asset Subsidiary.

25.8 If the Continuing Ultimate Parent does not accept or
is deemed not to accept the offer referred to in Clause
25.6 within the 30 day period referred to therein, or if
the purchase of the Transfer Shares is not completed
within the time period specified in Clause 25.7, the
Retiring Ultimate Parent shall use all reasonable
endeavours at any time within three months after the
expiry of the relevant period to transfer the Transfer
Shares to the Third Party at a price and on terms no
worse than as set out in the Draft Agreement or such
longer period as may be strictly necessary to allow the
Retiring Ultimate Parent and the Third Party to apply for
and obtain all applicable statutory and regulatory
approvals and consents necessary to effect a transfer of
the Transfer Shares to the Third Party on terms that are
satisfactory to the Retiring Ultimate Parent and the
Third Party, which shall include any period necessary for
appeal against any initial decision which either the
Retiring Ultimate Parent or the Third Party wishes to
bring, Provided That the Retiring Ultimate Parent shall
use all reasonable endeavours to obtain such approvals
and consents as soon as reasonably practicable and such
period shall not last for longer than 6 months after
expiry of such three month period, unless the Retiring
Ultimate Parent and the Continuing Ultimate Parent
otherwise agree in writing. During such 6 month period
the Retiring Ultimate Parent shall not and shall procure
that its wholly-owned subsidiary shall not (save with the
consent in writing of the Continuing Ultimate Parent)
transfer the Transfer Shares to any person other than the
Third Party.

25.9 If, notwithstanding compliance with its obligations
under Clause 25.8, the Retiring Ultimate Parent or its
wholly-owned subsidiary fails to transfer the Transfer
Shares within the time period referred to in Clause 25.8
then the following provisions shall apply:

<PAGE> Exhibit 10(l)
-------------
(87 of 187)

(a) the Retiring Ultimate Parent and its affiliate
Shareholder shall not be liable to the Continuing
Ultimate Parent or the other Parties hereto in
respect of such failure; and

(b) the Continuing Ultimate Parent shall, if Clause
25.9(c) applies, reimburse (or procure that the
person to whom the Transfer Shares are transferred
reimburses) the Retiring Ultimate Parent in respect
of any sums paid to NEWCO by the Shareholder which
is the Retiring Ultimate Parent's affiliate
pursuant to Clause 21 during the period from the
date of service of the Transfer Notice until the
actual date of transfer of the Transfer Shares; and

(c) the Continuing Ultimate Parent shall be
entitled at any time within 60 days following the
expiry of such period, to require the Board to
authorise some person to execute a transfer of the
Transfer Shares to the Continuing Ultimate Parent
or any other Person nominated by the Continuing
Ultimate Parent for the Third Party Price and on
the terms of the Draft Agreement (with appropriate
modifications, where relevant, to reflect the Third
Party Price), which Third Party Price the
Continuing Ultimate Parent shall pay to NEWCO in
consideration for and simultaneous with the
transfer of the Transfer Shares, and NEWCO may give
a good receipt for the purchase price of such
Transfer Shares and:

(i) the Continuing Ultimate Parent or such
Person shall become indefeasibly entitled
thereto; and

(ii) the Retiring Ultimate Parent shall be
entitled to receive the purchase price from
NEWCO which shall in the meantime be held by
NEWCO on trust for the Retiring Ultimate
Parent but without interest; and

<PAGE> Exhibit 10(l)
-------------
(88 of 187)

(d) the Retiring Ultimate Parent shall not, save as
provided in Clause 25.9(c), then sell and shall
procure that its wholly-owned subsidiary shall not
sell the Holding Shares pursuant to the giving of
that particular Transfer Notice.

(e) Where BT is the Continuing Ultimate Parent and
MCI is the Retiring Ultimate Parent under this
Clause 25.9, MCI shall procure that immediately
following BT exercising its right in Clause 25.9(c)
but prior to the completion of the transfer of
Transfer Shares pursuant to Clause 25.9(c), MCH
shall take such steps as necessary to sell to MCI
or another person nominated by MCI all MCH's
shareholding and other interest in the MCH Asset
Subsidiary (as defined in Clause 28.3) and with
effect from completion of the sale of the Transfer
Shares MCI undertakes to indemnify and keep
indemnified BT, BTH, MCH and Newco against any
costs, expenses, liability or claims that may arise
in respect of or as a consequence of MCH's holding
of shares in the MCH Asset Subsidiary.

25.10 The relevant Ultimate Parent shall procure that the
relevant Shareholder affiliate of that Ultimate Parent
shall register any transfer of Holding Shares effected in
accordance with the terms of this Clause 25.

25.11 No Transfer Notice may be given by either Ultimate
Parent under this Clause 25 unless it is in respect of
all Holding Shares held by that Ultimate Parent or its
wholly-owned subsidiary.

25.12 The Parties hereby agree that no Holding Shares may
be transferred to a Third Party pursuant to this Clause
25 unless and until:

(a) the Parties and the Third Party have entered
into a deed of adherence in the form as set out in
Schedule 3; and

<PAGE> Exhibit 10(l)
-------------
(89 of 187)

(b) if the Third Party is a subsidiary, the
2ultimate holding company of such Third Party also
executes a deed of adherence in the form as set out
in Schedule 3.

25.13
(a) Each of the Parties hereto agrees to enter into
the deed of adherence referred to in Clause 25.12
immediately prior to or simultaneously with the
completion of the transfer of the Holding Shares
pursuant to this Clause 25; and

(b) The Continuing Ultimate Parent and NEWCO shall
procure that, simultaneously with the transfer of
the Holding Shares to the Third Party, NEWCO and
that Third Party or that Third Party's affiliates
as appropriate shall enter into agreements in
similar form as the then current Distribution
Agreement and Services Agreement between NEWCO and
the Retiring Ultimate Parent or its affiliates, and
such new form of Intellectual Property Agreement is
entered into between NEWCO, the Third Party (or its
affiliate) and the Continuing Ultimate Parent (or
its affiliate) which only grants such rights from
NEWCO to the Third Party during the life of such
new distribution agreement as are strictly
necessary to enable such Third Party or its
affiliate to perform its obligations under the new
distribution agreement and no more.

25.14 Notwithstanding anything else in this Agreement or
the Articles neither Ultimate Parent shall and each shall
procure that no wholly-owned subsidiary shall transfer or
assign the Holding Shares or any interest therein if this
would materially adversely affect NEWCO under any
regulatory provisions in a relevant jurisdiction.

25.15 Any exercise of a right set out in this Clause 25
shall be without prejudice to any other rights of any
Party which may exist.

<PAGE> Exhibit 10(l)
-------------
(90 of 187)

26. Put Option

26.1 MCH shall have the right in the circumstances set
out in Clause 26.2, exercisable by serving not less than
30 days and no more than 120 days' prior written notice
("the Option Notice") on BTH during any period referred
to in Clause 26.2 ("the Option Period"), to require BTH
to acquire all but not part of MCH's Shares ("the Option
Shares") for a price per share to be determined in
accordance with the terms of Clause 26.3 ("the Option
Price") and BTH agrees unconditionally that it will
purchase the Option Shares following service of such
notice in accordance with the terms of this Clause 26.
Any such notice shall be irrevocable.

26.2 MCH's right in Clause 26.1 may be exercised:

(a) after the date a Relevant Event has occurred as
referred to in Clause 29.1 in respect of BTH or

(b) after the fifth anniversary of the date of
Closing at any time for a period of 1 year or, if
later, 60 days following the determination referred
to in (i) below, following the date of delivery to
the Shareholders of management accounts in respect
of any Financial Year under Clause 14.1(e) if, in
respect of the three Financial Years ending with
the Financial Year in respect of which such
accounts have been delivered (each such Financial
Year being a "Reference Financial Year" for the
purpose of this Clause 26.2), NEWCO failed to meet
the target revenue objectives set forth in the
relevant AOPBs by more than 20% for any two
Reference Financial Years when such revenue
objectives are compared with the actual revenue
figures shown in the management accounts for those
Reference Financial Years, as adjusted following
any review and audit referred to in (i) below,
Provided That if MCI serves notice in writing on
NEWCO within 30 days of receipt of the copy of the
management accounts for any Reference Financial
Year that it disputes the contents of the
management accounts for any one or more Reference
Financial Years, NEWCO shall instruct the Auditors

<PAGE> Exhibit 10(l)
-------------
(91 of 187)

to review and audit the said accounts and adjust
them as necessary to ensure they comply with the
provisions of Clause 14.1(e), in which event:

(i) The Auditors shall be instructed by NEWCO
to conclude their review and audit as soon as
practicable and in any event within 60 days
from the date of instructions and shall act as
an expert and not as an arbitrator. The
decision of the Auditors as to the form of the
accounts shall be final and binding on the
Shareholders; and

(ii) In the event of a discrepancy as to
revenue of less than 10 per cent the
reasonable costs incurred by the Auditors in
carrying out such exercise shall be borne by
MCI otherwise such costs shall be borne by
NEWCO;

Provided That if there has previously been an audit
carried out pursuant to the terms of this Clause 26.2(b)
in respect of any Financial Year there will be no further
right under Clause 26.2(b) for MCI to require the
carrying out of an audit in respect of that Financial
Year.

26.3 The Option Price shall be such sum as may be agreed
between the Shareholders no later than 30 days after the
delivery of the Option Notice or, in default of such
agreement within such time period, both Shareholders
shall require NEWCO by notice in writing to instruct an
independent investment bank located in the City of London
(for the purpose of this Clause 26.3 "the Bankers")
agreed between the Shareholders or, in the absence of
such agreement within 7 days of the end of such 30 day
period, appointed by the Auditors at the joint equal
expense of the Shareholders to determine in writing the
sum which in the Bankers' opinion (acting as experts and
not as arbitrators) is the fair market value of the
Option Shares at the date the Option Notice is served by
MCH based upon the principles set out below:

<PAGE> Exhibit 10(l)
-------------
(92 of 187)

(a) the valuation of the NEWCO Group shall be on
the basis that the NEWCO Group has carried on and
will continue to carry on the Business
independently in accordance with the policies from
time to time adopted by the Board in accordance
with this Agreement and the then current Business
Plan and, if no such policies are agreed, on the
same basis on which the NEWCO Group has been
carrying on business prior to such date;

(b) such fair market value shall, subject as
provided below, be the 'B' Shareholder's
Participating Interest of the value of the NEWCO
Group;

(c) account shall also be taken of the effect on
NEWCO's Business of the loss of MCH as a
Shareholder, including termination of all
agreements between NEWCO and MCH or MCI, including
all Related Agreements (other than the Investment
Agreement), to the extent that such agreements will
terminate as a consequence of the exercise of the
option in this Clause 26 subject to any express
provisions therein relating to continuity of rights
and obligations following termination;

(d) any restriction on the transferability of the
Option Shares shall be disregarded; and

(e) there shall also be taken into account in the
value of the Option Shares the value to a potential
transferee of the benefit and burden of being
appointed an exclusive distributor of Services as
defined in and on the same terms as the then
current MCI Distribution Agreement (the "New
Distribution Agreement"), and, the value of the
benefit and burden of entering into the other
Related Agreements (apart from the Investment
Agreement), as then current, save that, with regard
to the Intellectual Property Agreement, it shall be
assumed that such new form of Intellectual Property
Agreement which is entered into between NEWCO, the
potential transferee (or its affiliate) and the
Continuing Ultimate Parent (or its affiliate) only

<PAGE> Exhibit 10(l)
-------------
(93 of 187)

grants such rights from NEWCO to the potential
transferee during the life of such New Distribution
Agreement as are strictly necessary to enable such
potential transferee to perform its obligations
under the New Distribution Agreement and no more.

26.4 The Bankers shall be at liberty to employ such
professional firms of valuers as they consider fit to
value any property owned by NEWCO. The Bankers'
certificate referred to in Clause 26.3 as to the fair
market value, a copy of which shall be provided forthwith
to NEWCO and to each of the Shareholders, shall be
conclusive and binding upon the Shareholders. NEWCO
shall ensure that such certificate is provided within 30
days of instructing the Bankers. All Parties shall co-
operate with and provide all information reasonably
requested by the Bankers in order to enable them to make
their determination pursuant to Clause 26.3.

26.5 Upon service of the Option Notice referred to in
Clause 26.1:

(a) MCH shall deliver to NEWCO a duly executed
stock transfer form in respect of the Option Shares
and the relevant share certificate in respect
thereof;

(b) all of MCI's rights and obligations as Ultimate
Parent and MCH's rights and obligations as a
Shareholder pursuant to the terms hereof (without
prejudice to any continuing obligations of MCH
pursuant to the MCI Distribution Agreement and
other Related Agreements) shall cease subject to
the terms of Clause 31; and

(c) all of MCH's rights to appoint 'B' Directors
pursuant to Clause 8 shall cease and both MCI and
MCH shall procure forthwith that (i) all the 'B'
Directors are removed from office and (ii) that the

<PAGE> Exhibit 10(l)
-------------
(94 of 187)

'B' Directors, when offering their resignations to
the Board, shall incorporate in their resignations
an acknowledgement that they have no claims against
NEWCO for loss of office or otherwise.

26.6 Upon the expiry of the Option Notice referred to in
Clause 26.1 or, if later, either:

(a) 7 days following the determination of the
Option Price pursuant to Clause 26.3; or

(b) upon expiry of such longer period as may be
strictly necessary to allow BT, BTH and NEWCO to
apply for and obtain all applicable statutory and
regulatory approvals and consents necessary to
effect a transfer of the Option Shares on terms
that are satisfactory to BT, BTH and NEWCO, which
shall include any period necessary for appeal
against any initial decision which such Party
wishes to bring (which longer period shall not
extend beyond 6 months from the date on which the
Option Notice is served pursuant to Clause 26.1,
unless BT and MCI otherwise agree in writing); then

BTH shall pay the Option Price to MCH, together with
interest thereon, which shall run at a rate equivalent to
Barclays Bank base rate from time to time from the date
of agreement or determination of the Option Price
pursuant to Clause 26.3, whether before or after
judgment.

26.7 For the purpose of this Clause 26, MCH hereby
irrevocably appoints NEWCO as its agent for the purpose
of executing all necessary documents and taking all other
necessary steps on MCH's behalf to effect the sale of the
Option Shares to BTH.

26.8 Any exercise of a right set out in this Clause 26
shall be without prejudice to other rights and remedies
that may exist.

<PAGE> Exhibit 10(l)
-------------
(95 of 187)

27. Confidentiality

27.1 The Parties shall and where practical shall procure
that their respective affiliates shall keep confidential
all information which is obtained by them under this
Agreement whether that information is:

(a) generated or commissioned by NEWCO; or

(b) related to the business affairs of any of the
Parties or of their affiliates.

27.2 The restrictions in Clause 27.1 shall not apply to:

(a) information which enters the public domain
otherwise than by breach of this Agreement;

(b) information already in the possession of a
Party or any of its affiliates before disclosure
to it under this Agreement and which was not
acquired directly or indirectly from another Party
or one of its affiliates and which is not the
subject of a confidentiality undertaking in favour
of the provider of such information;

(d) information developed or created by a Party or
any of its affiliates (other than NEWCO)
independently of this Agreement;

(e) information required to be disclosed by a
Shareholder or its Ultimate Parent to a third party
contemplating purchasing shares in that Shareholder
in order to permit such third party to decide
whether or not to proceed and what price to offer
PROVIDED THAT such third party shall prior to any
such disclosure have entered into a confidentiality
undertaking with such Shareholder and its Ultimate
Parent in terms no less strict than the terms of
Clause 27.1, Clause 27.2 and Clause 27.3;

<PAGE> Exhibit 10(l)
-------------
(96 of 187)

(f) information requested by any governmental or
regulatory authority entitled by law to require the
same PROVIDED ALWAYS THAT, prior to such disclosure
if practicable, the disclosing Party shall notify
in writing the owner of such information (where the
identity of such owner can be determined) that such
request has been made

PROVIDED THAT the Party seeking to rely on an exemption
contained in this Clause 27.2 shall provide such evidence
as the other Parties may reasonably require to prove that
the information sought to be exempted falls within the
relevant category.

27.3 The restrictions contained in Clause 27.1 shall last
for a period of five years from the relevant disclosure
and shall survive termination of this Agreement for
whatever reason.

28. Warranties and Undertakings

28.1 Each of the Parties hereby warrants to the others as
of the date of this Agreement and as of the date of
Closing that:

(a) it has been duly incorporated under the laws of
the jurisdiction referred to at the head of this
Agreement, having all power and authority under its
corporate governance documentation to transact in
all material respects all business conducted by it,
to enter into this Agreement and the Related
Agreements (other than the Investment Agreement)
and to carry out the provisions of this Agreement
and the Related Agreements (other than the
Investment Agreement); and

(b) this Agreement and the Related Agreements, when
executed, (other than the Investment Agreement)
have been or will be duly authorised by all
necessary corporate action on its part and duly
entered into by it and constitutes a legal, valid
and binding agreement, enforceable against it in
accordance with its terms, except as such
enforceability may be limited by bankruptcy,

<PAGE> Exhibit 10(l)
-------------
(97 of 187)

insolvency, reorganisation, moratorium and other
similar laws relating to or affecting creditors
generally, by general equity principles (regardless
of whether such enforceability is considered in a
proceeding in equity or at law) or by an implied
covenant of good faith and fair dealing; and

(c) other than in respect of those contracts set
forth in Schedule 5 entry into and the performance
and observance of this Agreement and the Related
Agreements (other than the Investment Agreement)
will not:

(i) conflict with, result in a breach of or
constitute a default under, any loan or credit
agreement, indenture, mortgage, note or other
agreement or instrument affecting that Party
or to which that Party or any of its
affiliates is a party or by which any of their
properties or assets may be bound; or

(ii) violate any law, treaty, rule or
regulation of any competent governmental or
administrative authority applicable to that
Party or any of its property or to which any
of its property is subject; or

(iii) violate any order, judgment or decree of
any court or other governmental or
administrative authority or any determination
of an arbitrator,

except where any such conflict, breach or default
under (c)(i) above or any such violation under
(c)(ii) or (iii) above would not have a material
adverse effect on NEWCO and its Subsidiary
Undertakings taken as a whole, or on that Party's
ability to perform the transactions contemplated
hereby; and

(d) other than in respect of those contracts set
forth in Schedule 5 to the best of its knowledge

<PAGE> Exhibit 10(l)
-------------
(98 of 187)

and belief there are no rights, claims or
obligations belonging to or enforceable by any
other person which may prejudice or otherwise
adversely affect the ability of NEWCO to carry on
the Business.

28.2 BT and MCI undertake to each other to procure that,
in respect of BTH (in the case of BT) and MCH (in the
case of MCI) (each a "Holding Company") as follows:

(a) save as expressly provided in this Agreement
and the Related Agreements the Holding Company will
not incur liabilities of any sort, except for
unsecured loans at commercially reasonable rates of
interest from BT or MCI or any of their respective
affiliates, as appropriate, for the sole purpose of
enabling the Holding Company to fulfil its funding
obligations under Clause 21;

(b) the memorandum and articles of association and
equivalent bye-laws of each Holding Company are in
the agreed form and there shall be no change
proposed or made thereto without the consent of the
other Ultimate Parent, such consent not to be
unreasonably withheld or delayed;

(c) immediately prior to Closing the Holding
Company was dormant and had no trading record
whatsoever, save for, in the case of BTH, BTH's
shareholding in NEWCO shall be as follows, namely:-

250 'A' ordinary shares of 10p each, 249 held by
BTH, 1 by BT Nominees Limited on trust for BTH; and
501 'C' ordinary shares of PS1 each held by BTH;

(d) neither Holding Company will become insolvent
under the laws of the relevant jurisdiction of its
incorporation.

28.3 MCI undertakes to BT to procure, in respect of MCH,
that MCH shall not own any assets other than Shares in
NEWCO, save that MCH shall be permitted to own shares in
a wholly-owned subsidiary ("MCH's Asset Subsidiary") the
aggregate value of which on the date it becomes owned by

<PAGE> Exhibit 10(l)
-------------
(99 of 187)

MCH shall not exceed the minimum value reasonably
determined to be necessary to comply with the Internal
Revenue Service's net worth requirements, as published in
the Internal Revenue Bulletin or Treasury Regulations,
for a corporate general partner in a general partnership
to satisfy the partnership characteristic of unlimited
liability, one of the four characteristics distinguishing
a partnership from a corporation that is described in
Treasury Regulation Section 301.7701-2. MCI shall
procure that MCH's Asset Subsidiary shall not incur any
liabilities of any sort other than for taxes.

28.4 MCI shall procure that the chief financial officer
or equivalent of MCI (the "CFO") shall, in respect of MCH
and the MCH Asset Subsidiary, prepare annually and copy
to BT, a certificate containing sufficient information
for BT to reasonably assess the aggregate value of MCH's
shareholding in the MCH Asset Subsidiary as against the
aggregate value of MCH (the "Certificate"). MCI
undertakes to BT to ensure that all the information
contained in the Certificate prepared by the CFO is true
and accurate. MCI shall also procure that MCH and the
MCH Asset Subsidiary shall keep such other books and
records and shall provide such other information as shall
be reasonably requested from time to time by BT and that
they shall provide access to the books and records of MCH
and the MCH Asset Subsidiary for those purposes during
normal business hours.

28.5 If at any time BT wishes to value the shares held by
MCH in the MCH Asset Subsidiary MCI shall procure that
the CFO (as defined in Clause 28.4) issue a certificate
stating the aggregate of the fixed and current assets of
the MCH Asset Subsidiary. MCI undertakes to BT to ensure
that all the information contained in the certificate
prepared by the CFO pursuant to this Clause is true and
accurate.

29. Relevant Events

29.1 The following shall be Relevant Events in respect of
a Shareholder:

<PAGE> Exhibit 10(l)
-------------
(100 of 187)

(a) any breach by that Shareholder or that
Shareholder's Ultimate Parent of any obligation, as
specified in Clause 29.2, under this Agreement or a
Related Agreement if:

(i) all the Shareholders agree in writing that
there has been such a breach of such an
obligation; or

(ii) there is a final non-appealable judgment,
within the meaning of Clause 29.3 of a court,
arbitrator or tribunal of competent
jurisdiction that there has been such a breach
of such an obligation; or

(b) at any time after the fifth anniversary of the
date of Closing, any breach of that Shareholder's
obligation to provide funding under Clause 21.5
following a request made under Clause 21.3 ("the
Original Request"), Provided That:

(i) such breach is not remedied by the end of
the Second Period as defined in Clause 22.2;
and

(ii) the other Shareholder has complied with
its obligation to provide funding pursuant to
Clauses 21.5 and 22.2, following a request
from NEWCO pursuant to Clause 21.3 made at the
same time as the Original Request; or

(c) in the case of BTH, any breach by BT of clauses
5.1, 5.3, 7.1, 7.2, 7.3, 7.4 ,10.2 or 10.3 of the
Investment Agreement if such breach also results in
a Conversion Event as defined in the Certificate of
Amendment; or

(d) in the case of MCH, any material breach by MCI
of clauses 9.4(a), 9.5 or 9.7(c) of the Investment
Agreement; or

(e) that Shareholder, whilst insolvent, compounds
or enters into any re-organisation or other special
arrangement with its creditors generally or is

<PAGE> Exhibit 10(l)
-------------
(101 of 187)

unable to pay its debts within the meaning of
Section 123(1) of the Insolvency Act 1986 which
Section shall apply for this purpose as if the sum
of PS750 referred to in Section 123(1)(a) were
PS100,000; or that Shareholder pursuant to or
within the meaning of Title 11, United States Code,
or any similar United States federal or state law
providing for the relief of debtors (a "Bankruptcy
Law") (i) commences a voluntary case; (ii) consents
to the entry of an order for relief against it in
an involuntary case; (iii) consents to the
appointment of a receiver, trustee, assignee,
liquidator, custodian or similar official under a
Bankruptcy Law (a "Custodian") of it or for any
substantial part of its properties; or (iv) makes a
general assignment for the benefit of its
creditors; or that a court of competent
jurisdiction enters an order or decree under a
Bankruptcy Law (i) for relief against that
Shareholder in an involuntary case; (ii) appointing
a Custodian of that Shareholder or for any
substantial part of its properties; or (iii)
winding up or liquidating that Shareholder and the
order, decree or similar relief remains unstayed
and in effect for 60 days; or

(f) an administrative receiver or receiver is
validly appointed over the whole of or a
substantial part of the undertaking, property or
assets of that Shareholder or an administration
order is made in respect of that Shareholder; or

(g) an order is made or an effective resolution is
passed or any analogous proceedings are taken for
the winding up of that Shareholder other than a
members voluntary liquidation solely for the
purpose of amalgamation or reconstruction; or

(h) control of that Shareholder is acquired by any
third party or group of connected third parties not
having control of that Shareholder at the date of
this Agreement (except either as a result of one

<PAGE> Exhibit 10(l)
-------------
(102 of 187)

Ultimate Parent taking control of the other
Ultimate Parent or if such control is acquired with
the actual or deemed consent of the other
Shareholder's Ultimate Parent pursuant to Clause
29.4(b)) and, for the purposes of this Clause
29.1(h) "control" means ownership of shares
carrying, or the ability to exercise, 50% or more
of the total voting rights relating to the issued
shares (as current from time to time) of the
relevant Shareholder; or

(i) any of the matters referred to in Clauses
29.1(e) to (h) inclusive occurs in relation to any
holding company for the time being of that
Shareholder including that Shareholder's Ultimate
Parent.

29.2 For the purpose of Clause 29.1(a):

(a) there shall be deemed to be a breach of any
obligation, as specified in Clause 29.2, under this
Agreement or a Related Agreement by BT or BTH if BT
or BTH has knowingly acted or omitted to act in a
manner which constitutes a breach of any one or
more of the following obligations:

(i) Clause 18.1(a) or (b) of this Agreement
or, at any time after the fifth anniversary of
the date of Closing, Clause 11.1; or

(ii) clause 4.1 of the Intellectual Property
Agreement, which sets out BT's obligation to
provide material elements of the Technical
Information and Source Code (as defined in the
Intellectual Property Agreement) to NEWCO; and

(b) (i) there shall be deemed to be a breach of
any obligation, as specified in Clause 29.2, under
this Agreement or a Related Agreement by BT or BTH
for so long as NEWCO is a subsidiary of BT if,
except if MCI so agrees in writing with NEWCO or as
expressly provided for in the MCI Distribution
Agreement, NEWCO knowingly;

<PAGE> Exhibit 10(l)
-------------
(103 of 187)

(A) caused MCI Telecommunications
Corporation to cease to be an exclusive
distributor under the terms of the MCI
Distribution Agreement in circumstances
where no affiliate of MCI is appointed as
an exclusive distributor by way of
replacement or in substitution therefor;
or

(B) appointed another distributor of
Global Products in the Territory (as
defined in the MCI Distribution
Agreement) or itself has sold Global
Products in such Territory in breach of
clause 4.1 of the MCI Distribution
Agreement; or

(C) failed to supply services pursuant to
its obligations under clause 6 of the MCI
Distribution Agreement when there was no
reason for NEWCO not to do so; and

(ii) there shall be deemed to be a breach of
any obligation, as specified in Clause 29.2,
under this Agreement or a Related Agreement by
BT or BTH for so long as NEWCO is a subsidiary
of BT if, except if MCI so agrees in writing
with NEWCO or as expressly provided for in the
Intellectual Property Agreement, NEWCO
knowingly failed to provide material elements
of the Technical Information and Source Code
(as defined in the Intellectual Property
Agreement) to MCI in respect of which a
licence is granted by NEWCO pursuant to clause
3.4 or clause 6.1 of the Intellectual Property
Agreement; and

<PAGE> Exhibit 10(l)
-------------
(104 of 187)

Agreement or a Related Agreement by MCI or MCH if
MCI or MCH has knowingly acted or omitted to act in
a manner which constitutes a breach of any one or
more of the following obligations:

(i) Clause 18.1(a) and (b) of this Agreement;
or

(ii) MCI's obligations (or its affiliate's
obligations) in clause 4.1 of the Intellectual
Property Agreement to provide material
elements of the Technical Information and
Source Code (as defined in the Intellectual
Property Agreement) to NEWCO; and

(d) there shall be deemed to be a breach of any
obligation, as specified in Clause 29.2, under this
Agreement or a Related Agreement by MCI or MCH for
so long as NEWCO is a subsidiary of MCI if, except
if BT so agrees in writing with NEWCO or as
expressly provided for in the Intellectual Property
Agreement, NEWCO knowingly failed to provide
material elements of the Technical Information and
Source Code (as defined in the Intellectual
Property Agreement) to BT in respect of which a
licence is granted by NEWCO pursuant to clause 3.4
or clause 6.1 of the Intellectual Property
Agreement.

(e) For the avoidance of doubt the reference to
"knowingly" in this Clause 29.2 shall apply only to
the act or omission to act and not as to whether or
not such act or omission to act amounted to a
breach as described therein.

29.3 For the purposes of this Clause 29 there shall be
deemed to be a "final non-appealable judgment" in the
following circumstances:

(a) except during a Quick Cure Period as defined in
Clause 29.3(b):

<PAGE> Exhibit 10(l)
-------------
(105 of 187)

there is a judgment or decision of a Court or
tribunal of competent jurisdiction which is not an
interim decision, which has become finally binding
and which is either not subject to appeal or in
respect of which any period (excluding any
extension thereof) during which any right of appeal
must be exercised ("the Appeal Period") or during
which any application for leave for appeal must be
made by the relevant Party has expired and the
Appeal Period shall be deemed to have expired
notwithstanding that it may be capable of extension
(or a right of appeal exercised or an application
for leave to appeal made) by application made after
expiry of the Appeal Period in circumstances where
the breach is not remedied within thirty days of
the handing down of the judgment of the court at
first instance

Provided That if a Court of first instance declines
(including following on application for a
declaratory judgment) to rule in whole or in part
as to whether there has been a breach as described
in Clause 29.1(a), unless the Ultimate Parents
otherwise agree in writing, this issue shall be
submitted to arbitration in London in accordance
with and subject to the provisions of the
Arbitration Acts 1950 to 1979 by a single
arbitrator to be appointed by agreement between the
Ultimate Parents or, in default of such agreement
within 30 days of the date of the relevant decision
by the Court of first instance, to be appointed by
the Chairman for the time being of the General
Council of the Bar; the arbitrator shall be deemed
to be a tribunal of competent jurisdiction as
described above and the rules of the London Court
of International Arbitration shall govern any such
arbitration; or

(b) During a Quick Cure Period, if there is a
judgment or decision of a Court, arbitrator or
tribunal of competent jurisdiction on a breach,
other than that the subject of an earlier action

<PAGE> Exhibit 10(l)
-------------
(106 of 187)

under Clause 29.3(a) above, which is not an interim
decision, in circumstances where any breach was not
remedied within ninety days of the date on which
notice was first served on the breaching Party in
respect of such breach.

Where the "Quick Cure Period" means in respect of
an alleged breach (not being a breach referred to
in (b) above) a period of two years from the
earlier of the date on which a first instance
judgment is handed down within the meaning of
Clause 29.3(a) and the date on which an inter
partes interlocutory injunction is granted pending
judgment on such alleged breach unless a judgment
is handed down from the Court of first instance
(following any interlocutory injunction) finding
that there has not been a breach in such
circumstances, in which event the Quick Cure Period
in respect of that alleged breach shall expire on
the date of such judgment being handed down.

29.4 If an Ultimate Parent provides written notice (a
"Change of Control Notice") to BTH (in the case of MCI)
or MCH (in the case of BT), (the "Receiving Shareholder")
that it has in good faith decided to pursue a sale of
such Ultimate Parent or other transaction that would
result in a change of control (as defined in Clause
29.1(h)) of such Ultimate Parent (a "Change of Control
Transaction") together with the identity of a purchaser
(the "Potential Purchaser") who would obtain control of
such Ultimate Parent pursuant to such sale or other
transaction together with any other information with
respect to the Potential Purchaser that would be required
to be disclosed if a Schedule 13D were filed under the
U.S. Securities Exchange Act of 1934 (as amended) on
behalf of such Potential Purchaser, then

(a) the Receiving Shareholder shall have the right
to serve written notice ("Event Notice") on the
other Shareholder within 30 days of receipt of the
Change of Control Notice that it intends to treat
such proposed Change of Control Transaction as a
Relevant Event, if such Transaction is completed,
and:

<PAGE> Exhibit 10(l)
-------------
(107 of 187)

(b) either:

(i) if such Change of Control Transaction is
subsequently completed by the Potential
Purchaser, within 24 months of receipt of such
Change of Control Notice, and an Event Notice
has been given by the Receiving Shareholder,
there shall be deemed to be a Relevant Event
on the date of such completion pursuant to
Clause 29.1(h); or

(ii) if such Change of Control Transaction is
subsequently completed without an Event Notice
being given by the Receiving Shareholder, the
Receiving Shareholder shall be deemed to have
consented to such Transaction as referred to
in Clause 29.1(h) and accordingly it shall not
be a Relevant Event.

For the avoidance of doubt, an Ultimate Parent shall be
free to serve more than one Change of Control Notice at
the same time.

29.5 If at any time BTH's Percentage Interest is less
than 50% and MCH's Percentage Interest is greater than
50% the following provisions shall apply:

(a) from such time MCH shall cease to have the
rights set out in Clause 26 and Clause 26 shall be
construed as if each reference therein to MCH or
MCI was to BTH or BT and each reference to 'B'
Shareholder was to 'A' Shareholder and each
reference to 'B' Directors was to 'A' Directors;

(b) from such time Clause 30.1 shall be construed
as if the following words were inserted after "MCH"
the first time it occurs in such clause:

<PAGE> Exhibit 10(l)
-------------
(108 of 187)

"in the circumstances described in Clause
29.1, with the exception of the circumstances
described in Clause 29.1(a), (b), (c) or (d)
or (i) (save to the extent (i) applies to (e),
(f), (g) and (h))";

"in the circumstances described in Clause 29.1
with the exception of the circumstances
described in Clause 29.1(a), (b), (c), (d) or
(i) (save to the extent (i) applies to (e),
(f), (g) and (h));" and

(d) from such time, Clause 29.2(b)(i) shall be
construed as if each reference to BT or BTH was to
MCI or MCH and as if each reference to MCI or MCH
was to BT or BTH and as if each reference to MCI
Telecommunications was to BT; and

(e) from such time, in Clause 29.2(c)(i) there
shall be added at the end "or, at any time after
the fifth anniversary of the date of Closing,
Clause 11.1."

30. Call Options

Call option for BT

30.1 Upon the occurrence of a Relevant Event in respect
of MCH, MCH shall be deemed, upon the date the Relevant
Event occurs (for the purposes of Clauses 30.1 to 30.6
inclusive, the "Relevant Date"), to have served a notice
to BTH offering to sell all of the Shares which MCH then
currently holds (for such purposes, the "Relevant
Shares") to BTH, and BTH shall have the right within 60
days of the Relevant Date to serve notice in writing to
MCH (for such purposes, the "Relevant Notice") that it
agrees unconditionally that it will buy the Relevant
Shares within not more than 60 days following the service

<PAGE> Exhibit 10(l)
-------------
(109 of 187)

of such notice for a price per Share to be determined in
accordance with the terms of this Clause 30 (for such
purposes, the "Relevant Price"). Any such notice shall
be irrevocable.

30.2 The Relevant Price shall be such as may be agreed
between the Shareholders no later than 30 days after the
delivery of the Relevant Notice or, in default of such
agreement within such time period, both Shareholders
shall require NEWCO by notice in writing to instruct an
independent investment bank located in the City of London
(for the purpose of this Clause 30.2 "the Bankers")
agreed between the Shareholders or, in the absence of
such agreement within 7 days of the end of such 30 day
period, appointed by the Auditors at the joint equal
expense of the Shareholders to determine in writing the
sum which in the Bankers' opinion (acting as experts and
not as arbitrators) is the fair market value of the
Relevant Shares at the date the Relevant Notice is served
by BTH pursuant to Clause 30.1 based upon the same
principles as would apply to the calculation of the price
of the Relevant Shares if the Relevant Shares were Option
Shares as set out in Clause 26.3.

30.3 The Bankers shall be at liberty to employ such
professional firms of valuers as they consider fit to
value any property owned by NEWCO. The Bankers'
determination referred to in Clause 30.2 as to the fair
market value, a copy of which shall be provided forthwith
to NEWCO and to each of the Shareholders, shall be
conclusive and binding upon the Shareholders. NEWCO
shall ensure that such certificate is provided within 30
days of instructing the Bankers. All Parties shall co-
operate with and provide all information reasonably
requested by the Bankers in order to enable them to make
their determination pursuant to Clause 30.2.

<PAGE> Exhibit 10(l)
-------------
(110 of 187)

30.4 Upon service of the Relevant Notice:-

(a) MCH shall deliver to NEWCO a duly executed
stock transfer form in respect of the Relevant
Shares and the relevant share certificate in
respect thereof;

(b) all of MCI's rights and obligations as Ultimate
Parent and MCI's rights and obligations as a
Shareholder pursuant to the terms hereof (without
prejudice to any continuing obligations of MCH or
its affiliates pursuant to the MCI Distribution
Agreement and other Related Agreements) shall cease
subject to the terms of Clause 31; and

(c) all of MCH's rights to appoint 'B' Directors
pursuant to Clause 8 shall cease and both MCI and
MCH shall procure forthwith that (i) all the 'B'
Directors are removed from office and (ii) that the
'B' Directors, when offering their resignations to
the Board, shall incorporate in their resignations
an acknowledgement that they have no claims against
NEWCO for loss of office or otherwise.

30.5 Upon expiry of the Relevant Notice referred to in
Clause 30.1 or, if later, either:

(a) 7 days following the determination of the
Relevant Price pursuant to Clause 30.2; or

(b) upon expiry of such longer period as may be
strictly necessary to allow BT, BTH and NEWCO to
apply for and obtain all applicable statutory and
regulatory approvals and consents necessary to
effect a transfer of the Relevant Shares on terms
that are satisfactory to BT, BTH and NEWCO, which
shall include any period necessary for appeal
against any initial decision which such Party
wishes to bring (which longer period shall not
extend beyond 6 months from the date on which the
Relevant Notice is served pursuant to Clause 30.1,
unless BT and MCI otherwise agree in writing)

<PAGE> Exhibit 10(l)
-------------
(111 of 187)

BTH shall pay the Relevant Price to MCH, together with
interest thereon, which shall run at a rate equivalent to
Barclays Bank base rate from time to time from the date
of agreement or determination of the Relevant Price
pursuant to Clause 30.2, whether before or after
judgment.

30.6 For the purpose of Clause 30.1 to 30.5, MCH hereby
irrevocably appoints NEWCO as its agent for the purpose
of executing all necessary documents and taking all other
necessary steps on MCH's behalf to effect the sale of the
Relevant Shares to BTH.

Call option for MCI

30.7 Upon the occurrence of a Relevant Event in respect
of BTH in the circumstances described in Clause 29.1 with
the exception of the circumstances described in Clause
29.1(a), (b), (c), (d) or (i) (save to the extent (i)
applies to (e), (f), (g) and (h)) BTH shall be deemed,
upon the date the Relevant Event occurs (for the purposes
of Clauses 30.7 to 30.12 inclusive, the "Relevant Date"),
to have served a notice to MCH offering to sell all of
the Shares which BTH then currently holds (for such
purposes, the "Relevant Shares") to MCH, and MCH shall
have the right within 60 days of the Relevant Date to
serve notice in writing to BTH (for such purposes, the
"Relevant Notice") that it agrees unconditionally that it
will buy the Relevant Shares within not more than 60 days
following the service of such notice for a price per
Share to be determined in accordance with the following
terms of this Clause 30 (for such purposes, the "Relevant
Price"). Any such notice shall be irrevocable.

30.8 The Relevant Price shall be such as may be agreed
between the Shareholders no later than 30 days after the
delivery of the Relevant Notice or, in default of such
agreement within such time period, both Shareholders
shall require NEWCO by notice in writing to instruct an
independent investment bank located in the City of London
(for the purpose of this Clause 30.8 "the Bankers")
agreed between the Shareholders or, in the absence of

<PAGE> Exhibit 10(l)
-------------
(112 of 187)

such agreement within 7 days of the end of such 30 day
period, appointed by the Auditors at the joint equal
expense of the Shareholders to determine in writing the
sum which in the Bankers' opinion (acting as experts and
not as arbitrators) is the fair market value of the
Relevant Shares at the date the Relevant Notice is served
by BTH pursuant to Clause 30.7 based upon the same
principles as would apply to the calculation of the price
of the Relevant Shares if the Relevant Shares were Option
Shares as set out in Clause 26.3.

30.9 The Bankers shall be at liberty to employ such
professional firms of valuers as they consider fit to
value any property owned by NEWCO. The Bankers'
determination referred to in Clause 30.8 as to the fair
market value, a copy of which shall be provided forthwith
to NEWCO and to each of the Shareholders, shall be
conclusive and binding upon the Shareholders. NEWCO
shall ensure that such certificate is provided within 30
days of instructing the Bankers. All Parties shall co-
operate with and provide all information reasonably
requested by the Bankers in order to enable them to make
their determination pursuant to Clause 30.8.

30.10 Upon serving the notice referred to in Clause 30.7:

(a) BTH shall deliver to NEWCO a duly executed
stock transfer form in respect of the Relevant
Shares and the relevant share certificate in
respect thereof;

(b) all of BT's rights and obligations as Ultimate
Parent and BTH's rights and obligations as a
Shareholder pursuant to the terms hereof (without
prejudice to any continuing obligations of BT
pursuant to the BT Distribution Agreement and other
Related Agreements) shall cease subject to the
terms of Clause 31; and

(c) all of BTH's rights to appoint 'A' Directors
pursuant to Clause 8 shall cease and both BT and
BTH shall procure forthwith that (i) all the 'A'
Directors are removed from office and (ii) that the
'A' Directors, when offering their resignations to

<PAGE> Exhibit 10(l)
-------------
(113 of 187)

the Board, shall incorporate in their resignations
an acknowledgement that they have no claims against
NEWCO for loss of office or otherwise.

30.11 Upon expiry of the Relevant Notice referred to in
Clause 30.7 or, if later, either:

(a) 7 days following the determination of the
Relevant Price pursuant to Clause 30.8; or

(b) upon expiry of such longer period as may be
strictly necessary to allow MCI, MCH and NEWCO to
apply for and obtain all applicable statutory and
regulatory approvals and consents necessary to
effect a transfer of the Relevant Shares on terms
that are satisfactory to MCI, MCH and NEWCO, which
shall include any period necessary for appeal
against any initial decision which such Party
wishes to bring (which longer period shall not
extend beyond 6 months from the date on which the
Relevant Notice is served pursuant to Clause 30.7,
unless BT and MCI otherwise agree in writing)

MCH shall pay the Relevant Price to BTH, together with
interest thereon, which shall run at a rate equivalent to
Barclays Bank base rate from time to time from the date
of agreement or determination of the Relevant Price
pursuant to Clause 30.8, whether before or after
judgment.

30.12 For the purpose of Clause 30.7 to 30.11, BTH hereby
irrevocably appoints NEWCO as its agent for the purpose
of executing all necessary documents and taking all other
necessary steps on BTH's behalf to effect the sale of the
Relevant Shares to MCH.

30.13 Any exercise of a right set out in this Clause 30
shall be without prejudice to other rights and remedies
that may exist.

<PAGE> Exhibit 10(l)
-------------
(114 of 187)

31. Termination and Liquidation of NEWCO

31.1 This Agreement shall terminate automatically upon
the date either Shareholder or its Ultimate Parent or any
wholly-owned subsidiary of the Ultimate Parent ceases to
hold Shares in NEWCO, and all further obligations of the
Parties under this Agreement shall thereupon terminate
without further liability except that:

(a) such termination shall not constitute a waiver
of any rights any Party may have by reason of a
breach of this Agreement; and

(b) Clause 27 shall continue in full force and
effect.

31.2 Each of the Shareholders shall procure that the
provisions of Article 92 are given full effect.

31.3 Without prejudice to any statutory obligations,
nothing in this Agreement or the Related Agreements shall
oblige either Shareholder or either Ultimate Parent to
make any payments to NEWCO consequent upon the winding up
of NEWCO or following written advice from an independent
Registered Insolvency Practitioner to any of BT, MCI or
NEWCO that NEWCO is or will be trading while insolvent
and that NEWCO should therefore enter into liquidation
and for such purpose the Registered Insolvency
Practitioner shall be agreed between the Shareholders or,
in default of such agreement within 7 days of notice from
either Shareholder calling on the other so to agree, be
a person chosen on the application of either Shareholder
by the President for the time being of the Insolvency
Practitioners' Association, who shall be instructed to
reach his decision as soon as reasonably practicable, and
who shall be appointed as an expert and not as an
arbitrator and whose decision shall be final and binding.

31.4 Each Ultimate Parent hereby indemnifies each other's
affiliate which was a Shareholder against any liability
to make any payment to NEWCO arising out of the winding
up of NEWCO after such affiliate has ceased to be a
Shareholder.

<PAGE> Exhibit 10(l)
-------------
(115 of 187)

32. Severability

If any provision of this Agreement shall be found by any
court or administrative body of competent jurisdiction to
be invalid or unenforceable, the invalidity or
unenforceability of such provision shall not affect the
other provisions of this Agreement and all provisions not
affected by such invalidity or unenforceability shall
remain in full force and effect. The Parties hereby
agree to attempt to substitute for any invalid or
unenforceable provision a valid or enforceable provision
which achieves to the greatest extent possible the
economic, legal and commercial objectives of the invalid
or unenforceable provision.

33. No Partnership or Agency

Subject to Clause 41 and Schedule 4, nothing in this
Agreement shall be deemed to constitute a partnership
between the Parties nor constitute one the agent of
another in any manner or for any purpose whatsoever.

34. Conflicts

In the event of any ambiguity or conflict arising between
the terms of this Agreement and the Articles the terms of
this Agreement shall prevail as between the Shareholders
to the extent of that ambiguity or conflict.

35. Exercise of Voting Rights and Consents

Each Party undertakes to exercise all voting and consent
rights and powers of control available to it in relation
to NEWCO in good faith so as to give full effect to the
terms and conditions of this Agreement including where
appropriate, the carrying into effect of such terms as if
they were embodied in the Articles.

<PAGE> Exhibit 10(l)
-------------
(116 of 187)

36. Further Assurance

At all times after the date that this Agreement becomes
unconditional, the Parties shall at their own expense
execute all such documents and do such acts and things as
may reasonably be required for the purpose of giving full
effect to this Agreement.

37. Corporate and Trading Names

For the avoidance of doubt, no licence is given by any of
the Ultimate Parents under this Agreement to NEWCO to use
any corporate trade name, mark, logo or symbol.

38. Costs

Each Party shall bear its own legal and professional
advisers' costs and expenses incurred in connection with
the negotiation and entering into of this Agreement. For
the avoidance of doubt, NEWCO shall have no such costs.

39. Waivers and Variations

39.1 No failure or delay on the part of any Party in
exercising any right, power or remedy hereunder shall
operate as a waiver thereof nor shall any single or
partial exercise of any right, power or remedy preclude
any further exercise thereof or the exercise of any other
right, power or remedy. No waiver shall be effective
unless expressed in writing signed by or on behalf of the
Party granting it.

39.2 No variation of this Agreement shall be effective
unless made in writing and signed by each of the Parties.

40. Notices

40.1 Any and all notices pursuant to this Agreement shall
be in writing and signed by (or by some person duly
authorised by) the Party giving it and may be served by
leaving it at, or sending it by facsimile (confirmed by
registered post or air mail) or by hand to the address of

<PAGE> Exhibit 10(l)
-------------
(117 of 187)

the relevant recipient Party or Parties set out in Clause
40.2 (or as otherwise notified from time to time
hereunder). Any notice so served by facsimile or by hand
shall be deemed to have been received on the next working
day after the message has been transmitted or received.

40.2 The addresses of the Parties for the purpose of
Clause 40.1 are as follows:

BRITISH TELECOMMUNICATIONS public limited company

81 Newgate Street,
London EC1A 7AJ,
England

Telephone: 071 - 356 5237
Facsimile: 071 - 356 6135

For the attention of:
Colin Green,
Solicitor and Chief Legal Adviser

MOORGATE (TWELVE) LIMITED

81 Newgate Street,
London EC1A 7AJ,
England

Telephone: 071 - 356 5000
Facsimile: 071 - 356 6135
For the attention of:
Colin Green,
Solicitor and Chief Legal Adviser

<PAGE> Exhibit 10(l)
-------------
(118 of 187)

MCI COMMUNICATIONS CORPORATION

1801 Pennsylvania Avenue NW, Washington DC
20006, USA

Telephone: 202 - 872 1600
Facsimile: 202 - 887 2047
For the attention of: General Counsel

MCI VENTURES CORPORATION

1801 Pennsylvania Avenue NW, Washington DC
20006, USA

Telephone: 202 - 872 1600
Facsimile: 202 - 887 2047
For the attention of: General Counsel

CONCERT COMMUNICATIONS COMPANY

81 Newgate Street,
London EC1A 7AJ,
England

Telephone: 071 - 356 4086
Facsimile: 071 - 356 5947
For the attention of:
John Challis,
Solicitor and Chief Legal Adviser

41. United States Tax Treatment

It is the intention of the Parties to the Agreement that
NEWCO be treated as a partnership for no purpose
whatsoever other than for U.S. Federal income tax
purposes. Accordingly, the provisions of Schedule 4 are
intended to achieve for the Parties an allocation of the
profits and losses of NEWCO for U.S. Federal income tax
purposes consistent with the requirements of the
provisions of the U.S. Internal Revenue Code applicable

<PAGE> Exhibit 10(l)
-------------
(119 of 187)

to partnerships. Furthermore, the provisions of Schedule
4 shall be interpreted in a manner consistent with the
requirements of the U.S. Internal Revenue Code.

42. Assignment

42.1 NEWCO shall not assign or purport to assign or
otherwise deal with any of its rights and obligations
hereunder, except with the express prior written consent
of all of the other Parties.

42.2 Neither BTH or MCH shall assign or purport to assign
or otherwise deal with any of its rights and obligations
hereunder, except with the express prior written consent
of MCH or BTH as appropriate, save that no such consent
shall be required where such assignment is to a permitted
transferee (subject where necessary to the guarantee of
its ultimate holding company) who has signed the deed of
adherence pursuant to the terms of Clause 25.13.

43. Obligations of NEWCO

NEWCO shall have only those obligations under this
Agreement that are expressly stated to apply to it.

44. MCI Guarantee

44.1 MCI hereby unconditionally and irrevocably
guarantees to BT and NEWCO the due and punctual
performance by MCH of MCH's obligations under this
Agreement.

44.2 This guarantee shall continue and remain in full
force and effect until all the obligations of MCH shall
have been duly performed and discharged to the
satisfaction of BT and NEWCO.

44.3 The guarantee shall not be affected in any way by
any time or indulgence granted to MCH or any variation,
compromise or release of any obligation hereunder nor by
the liquidation or dissolution of MCH nor by the
appointment of a receiver or administrator or Custodian

<PAGE> Exhibit 10(l)
-------------
(120 of 187)

(as defined in Clause 29.1(e)) nor by any circumstances
affecting the obligations of MCH to meet its liabilities
hereunder.

44.4 MCI shall not be entitled to prove in the
liquidation of MCH in competition with BT or NEWCO for so
long as this guarantee shall subsist.

44.5 BT or NEWCO may make one or more demands pursuant to
this Clause PROVIDED THAT neither BT nor NEWCO shall have
recourse against MCI unless and until a period of 30 days
has expired from the date on which the relevant
obligation should have been performed.

45. BT Guarantee

45.1 BT hereby unconditionally and irrevocably guarantees
to MCI and NEWCO the due and punctual performance by BTH
of BTH's obligations under this Agreement.

45.2 This guarantee shall continue and remain in full
force and effect until all the obligations of BTH shall
have been duly performed and discharged to the
satisfaction of MCI and NEWCO.

45.3 The guarantee shall not be affected in any way by
any time or indulgence granted to BTH or any variation,
compromise or release of any obligation hereunder nor by
the liquidation or dissolution of BTH nor by the
appointment of a receiver or administrator nor by any
circumstances affecting the obligations of BTH to meet
its liabilities hereunder.

45.4 BT shall not be entitled to prove in the liquidation
of BTH in competition with MCI or NEWCO for so long as
this guarantee shall subsist.

45.5 MCI or NEWCO may make one or more demands pursuant
to this Clause PROVIDED THAT neither MCI nor NEWCO shall
have recourse against BT unless and until a period of 30
days has expired from the date on which the relevant
obligation should have been performed.

<PAGE> Exhibit 10(l)
-------------
(121 of 187)

46. Entire Agreement

This Agreement and the Related Agreements supersede all
oral and written representations and agreements between
the Parties relating to the subject matter hereof prior
to the date hereof, and this Agreement and the Related
Agreements represent the entire understanding between the
parties in relation to the subject matter hereof and
thereof.

47. Governing Law

This Agreement shall be governed by and construed and
interpreted in accordance with English Law.

48. Jurisdiction

The Parties hereby agree that all disputes in relation to
this Agreement shall, save where otherwise expressly
agreed or implied, be subject to the non-exclusive
jurisdiction of the English Courts.

IN WITNESS whereof the Parties or their authorised
representatives have set their hands the day and year first
above written

SIGNED for
BRITISH TELECOMMUNICATIONS
public limited company by
........................
Authorised Signatory
SIGNED for
MOORGATE (TWELVE) LIMITED by
........................
Authorised Signatory
SIGNED for
MCI COMMUNICATIONS
CORPORATION by
........................
Authorised Signatory

<PAGE> Exhibit 10(l)
-------------
(122 of 187)

SIGNED for
MCI VENTURES CORPORATION by
........................
Authorised Signatory

SIGNED for
CONCERT COMMUNICATIONS COMPANY by
........................
Authorised Signatory

<PAGE> Exhibit 10(l)
-------------
(123 of 187)

SCHEDULE 1

Part I
Form of Memorandum to be adopted prior to Closing

Company Number: 2840475

THE COMPANIES ACT 1985

AN UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

CONCERT COMMUNICATIONS COMPANY

1. The name of the Company is Concert Communications
Company.

2. The registered office of the Company will be situate in
England and Wales.

3. The objects for which the Company is established are:-

3.1 To carry on trade or business concerning
telecommunications;

3.2 To carry on any other trade or business of a similar
nature or any business which may in the opinion of the
Board of Directors be conveniently carried on in
connection with or ancillary to or calculated directly or
indirectly to enhance or render more profitable any of
the businesses of the Company;

3.3 To enter into any arrangement with any governments or
authorities (supreme, municipal, local or otherwise), or
any persons, firms, companies or bodies corporate that
may seem conducive to the Company's objects or any of
them, to apply for, secure, acquire by grant, legislative
enactment, assignment, transfer, purchase or otherwise
and to exercise, carry out and enjoy any charter,

<PAGE> Exhibit 10(l)
-------------
(124 of 187)

licence, power, authority, franchise, right, wayleave, or
other rights, privileges or concessions which any
government or other authority or any corporation or other
public body may be empowered to grant or award and to pay
for, aid in and contribute towards carrying the same into
effect;

3.4 To purchase or otherwise acquire and take options
over all or any part of the business, goodwill, property
and liabilities of any person, firm, company, or body
corporate formed for all or any part of the purposes
within the objects of the Company, and to conduct and
carry on, or liquidate and wind up, any such business;

3.5 To purchase, take on lease, or otherwise acquire for
the purposes of the Company, any estates, lands,
buildings, easements or dispose of or grant rights over
any real or personal property of any kind necessary or
convenient for the purposes of the Company;

3.6 To purchase or otherwise acquire, erect, pull down,
maintain, reconstruct and adapt any offices, studios,
broadcasting or transmitting stations, workshops, plant,
machinery and other things found necessary or convenient
for the purposes of the Company;

3.7 To conduct and promote research into any matter which
may be of benefit to the businesses of the Company and to
apply for and take out, purchase or otherwise acquire any
designs, trade marks, brevets d'invention, patents,
patent rights or inventions, copyright concessions or
secret processes, which may be useful for the Company's
objects, and to sell, assign and develop the same or
grant licences to use the same and to otherwise deal with
the same to the advantage of the Company;

3.8 To manufacture, buy, sell, and generally deal in, any
plant, machinery, apparatus, equipment, tools, goods or
things of any description, which in the opinion of the
Board of Directors may be conveniently dealt with by the
Company in connection with any of its objects;

<PAGE> Exhibit 10(l)
-------------
(125 of 187)

3.9 To improve, construct, repair, manage, develop let on
lease or otherwise, mortgage, charge, sell, dispose of,
turn to account, grant licences, options, rights and
privileges in respect of or otherwise deal with the whole
or any part of the real and personal property and rights
of the Company on such terms as may be determined;

3.10 To issue, or guarantee the issue of, or the payment
of interest on, the shares, debentures, debenture stock,
or other securities or obligations of any company or
association;

3.11 Upon any issue of shares, debentures or other
securities of the Company, to employ brokers, commission
agents and underwriters, and to provide for the
remuneration of such persons for their services by
payment in cash, or by the issue of shares, debentures or
other securities of the Company, or by the granting of
options to take the same, or in any other manner allowed
by law;

3.12 To draw, accept and make, and to endorse, discount
and negotiate, cheques, bills of exchange, bills of
lading, promissory notes and debentures and other
negotiable or transferable instruments;

3.13 To borrow and raise money in any manner and to
secure the repayment of any money borrowed, raised or
owing by mortgage, charge, lien or other security upon
the whole or any part of the Company's property or assets
(whether present or future), including its uncalled
capital, and also by a similar mortgage, charge lien or
security to secure and guarantee the performance by the
Company of any obligation or liability it may undertake
or which may become binding on it;

3.14 To advance and lend money or give credit on such
terms as may seem expedient and with or without security
and to enter into guarantees, contracts of indemnity and
suretyships of all kinds, to receive money on deposit or
loan upon any terms and to secure or guarantee the
payment of any sums of money or the performance of any

<PAGE> Exhibit 10(l)
-------------
(126 of 187)

obligation by any person, firm, company, or body
corporate including any holding company or subsidiary in
any manner;

3.15 To invest and deal with the monies of the Company in
such manner as may from time to time be determined and to
hold or otherwise deal with any investments made;

3.16 To acquire by subscription, tender, purchase or
otherwise and hold, sell, deal with or dispose of any
shares, stocks, debentures, debenture stocks, bonds,
obligations and securities issued or guaranteed by any
company constituted or carrying on business in any part
of the world and debentures, debenture stocks, bonds,
obligations and securities issued or guaranteed by any
government or authority, municipal, local or otherwise,
in any part of the world and to subscribe for the same
either conditionally or otherwise and to guarantee the
subscription thereof and to exercise and enforce all
rights and powers conferred by the ownership thereof;

3.17 To amalgamate with or enter into any partnership or
arrangement for sharing profits, union of interests,
reciprocal concession or co-operation with any person,
firm, company or body corporate carrying on or proposing
to carry on any business within the objects of the
Company or which is capable of being carried on so as
directly or indirectly to benefit the Company, and to
acquire and hold, sell, deal with or dispose of any
shares, stock or securities of any other interests in any
such company or corporation, and to guarantee the
contracts or liabilities of, subsidise or otherwise
assist any such company or corporation;

3.18 To establish or promote or concur in establishing or
promoting any other company whose objects shall include
the acquisition or taking over of all or any of the
assets or liabilities of the Company or the promotion of
which shall be in any manner calculated to advance
directly or indirectly the objects of interests of the
Company and to acquire, hold, dispose of shares, stock,
securities and guarantee the payment of the dividend,
interest or capital of any shares, stock or securities
issued by or any other obligations of any such company;

<PAGE> Exhibit 10(l)
-------------
(127 of 187)

3.19 To apply for, promote, and obtain and to support the
promotion by others of any statute, order, regulation, or
other authorisation or enactment which may seem
calculated directly or indirectly to benefit the Company;
and to oppose any bills, proceedings, or applications
which may seem calculated directly or indirectly to
prejudice the Company's interests;

3.20 To act as agents or brokers and as trustees for any
person, firm, company or body corporate, and to undertake
and perform sub-contracts;

3.21 To remunerate any person, firm, company or body
corporate, rendering services to the Company either by
cash payments or by the allotment to him or them of
shares or other securities of the Company credited as
paid up in full or in part or otherwise as may be thought
expedient;

3.22 To insure the life of any person who may, in the
opinion of the Board of Directors, be of value to the
Company as having or holding for the Company interest,
goodwill or influence or other assets and to pay the
premiums on such insurance;

3.23 To sell, improve, manage, develop, turn to account,
exchange, let on rent, royalty, share of profits or
otherwise, grant licences, easement and other rights in
or over, and in any other manner deal with or dispose of
the undertaking and all or any of the property and assets
for the time being of the Company for such consideration
as may be deemed expedient;

3.24 To pay for any property, assets or rights acquired
by the Company and to give consideration for any act or
thing either in cash or fully or partly paid shares or by
the issue of securities or obligations or partly in one
mode and partly in another and generally on such terms as
the Company may determine;

<PAGE> Exhibit 10(l)
-------------
(128 of 187)

3.25 To accept payment for any property or rights sold or
otherwise disposed of or dealt with or for any services
rendered by the Company, either in cash, by instalments
or otherwise or in fully or partly paid-up shares or
stock of any company or corporation, with or without
preferred or deferred or special rights or restrictions
voting or otherwise, or in debentures or mortgages or
other securities of any company or corporation, or partly
in one mode and partly in another, and generally on such
terms as may be determined, and to hold, dispose of or
otherwise deal with any shares, stock or securities so
acquired;

3.26 To grant pensions, allowances, gratuities and
bonuses to officers or ex-officers, employees or ex-
employees of the Company or its predecessors in business
or the dependents of such persons and to establish and
maintain or concur in maintaining trusts, funds or
schemes (whether contributory or non-contributory), with
a view to providing pensions or other funds for any such
persons as aforesaid or their dependents;

3.27 To aid in the establishment and support of any
schools and any educational, scientific, literary,
religious, charitable or public institutions or trade
societies, whether such institutions or societies be
solely connected with the business carried on by the
Company or its predecessors in business or not, and to
institute and maintain any club or other establishment;

3.28 To distribute among the members in specie any
property of the Company, or any proceeds of sale of
disposal of any property of the Company, but so that no
distribution amounting to a reduction of capital be made
except with the sanction (if any) for the time being
required by law;

3.29 To do all or any of the above things in any part of
the world, and either as principals, agents, trustees,
brokers, contractors or otherwise, and either alone or in
conjunction with others, and either or through agents,
trustees, sub-contractors or otherwise;

<PAGE> Exhibit 10(l)
-------------
(129 of 187)

3.30 To procure the Company to be registered or
recognised in any part of the world and to do all such
other things as are incidental or conducive to the above
objects or any of them;

3.31 To pay all or any expenses incurred in connection
with the promotion, formation and incorporation of the
Company or to contract with any person, firm or body
corporate to pay the same, and to pay commissions to
brokers and others for underwriting, placing, selling or
guaranteeing the subscription or any shares or securities
of the Company.

4. The liability of the members is unlimited.

It is hereby declares that the objects of the Company as
specified in each of the foregoing paragraphs of this clause
shall be separate and distinct objects of the Company and
shall not be in any way limited by reference to any other
paragraphs or the order in which the same occur.

<PAGE> Exhibit 10(l)
-------------
(130 of 187)

We, the subscribers to this Memorandum of Association, wish to
be formed into a company pursuant to this Memorandum; and we
agree to take the number of shares shown opposite our
respective names.

------------------------------------------------------------

Names and Addresses of Subscribers Number of
shares taken
by each
subscriber
---------------------------------------------------------
Moorgate (Twelve) Limited One
81 Newgate Street, London, EC1A 7AJ
by a duly authorised officer

.....................................

BT Nominees Limited One
81 Newgate Street, London, EC1A 7AJ
by a duly authorised officer

.....................................

------------------------------------------------------------

Total Shares Taken Two

------------------------------------------------------------
Dated the day of July 1993
Witness to both the above signatures:
D H Sanger
......................................

BT Centre
81 Newgate Street
London EC1A 7AJ

<PAGE> Exhibit 10(l)
-------------
(131 of 187)

Part II

THE COMPANIES ACT 1985

UNLIMITED COMPANY HAVING A SHARE CAPITAL

NEW

ARTICLES OF ASSOCIATION

- of -

CONCERT COMMUNICATIONS COMPANY

(Adopted by Special Resolution passed
on the day of 1993)

-------------------------------------

GENERAL

1. In these Articles:-

"the Act" means the Companies Act 1985 including any
statutory modification or re-enactment thereof for the
time being in force;

"'A' Director" means a director appointed pursuant to
Article 58(A);

"'A' Shareholder" means the holder for the time being of
the 'A' Shares and the 'C' Shares;

"'A' Shares" means the 'A' ordinary shares of 10p each in
the capital of the Company from time to time in issue;

"'B' Director" means a director appointed pursuant to
Article 58(B);

<PAGE> Exhibit 10(l)
-------------
(132 of 187)

"'B' Shareholder" means the holder for the time being of
the 'B' Shares;

"'B' Shares" means the 'B' ordinary shares of 10p each in
the capital of the Company from time to time in issue;

"Board" means the Board of Directors of the Company for
the time being;

"clear days" in relation to the period of a notice means
that period excluding the day when the notice is given or
deemed to be given and the day for which it is given or
on which it is to take effect;

"'C' Director" means a director appointed pursuant to
Article 58(C);

"'C' Shares" means the 'C' ordinary shares of PS1 each in
the capital of the Company from time to time in issue;

"Director" means a director of the Company whether an
'A' Director or a 'B' Director or a 'C' Director;

"executed" includes any mode of execution;

"secretary" means the secretary of the Company or any
other person appointed to perform the duties of the
secretary of the Company, including a joint, assistant or
deputy secretary;

"Shareholder(s)" means the holders for the time being of
all or any of the Shares;

"Shares" means the share capital of the Company from time
to time in issue;

"the holder" in relation to shares means the member whose
name is entered in the register of members as the holder
of the shares;

"the seal" means the common seal of the Company;

"the United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;

<PAGE> Exhibit 10(l)
-------------
(133 of 187)

"working day" means Monday to Friday (inclusive)
excluding both English public and bank holidays and days
on which banks are authorised by law to close for
business in New York City.

2. Save to the extent modified by Article 1 of these
Articles, and unless the context otherwise requires, words or
expressions contained in these regulations bear the same
meaning as in the Act but excluding any statutory modification
thereof not in force on the date of the adoption of these
Articles.

3. The Company is a private company within the meaning of
the Act and accordingly no invitation shall be made to the
public to subscribe for any shares or debentures of the
Company.

SHARE CAPITAL AND VARIATION OF RIGHTS

4. (A) The authorised share capital of the Company at the
date of adoption of these Articles is PS550,900 divided into:-

(i) 250,000 'A' Shares;
(ii) 249,000 'B' Shares; and
(iii) 501,000 'C' Shares.

(B) Each Share shall carry the right to one vote at
general meetings of the Company and all the Shares shall
rank pari passu for all purposes and regardless of the
nominal value thereof or the price at which they were
issued.

5. (A) The Shares shall be under the control of the
Directors and the Directors are authorised for the purposes of
Section 80 of the Act to allot any relevant securities (as
defined by Section 80(2) of the Act) of the Company to a
nominal amount of PS550,900 (being the nominal amount of
authorised but unissued share capital of the Company at the
date of adoption of these Articles) in accordance with any
agreement in writing between all the Shareholders and the
Company and in accordance with the provisions of these
Articles and the Directors will be empowered to allot such
shares as if Section 89(1) of the Act did not apply to any
such allotment.

<PAGE> Exhibit 10(l)
-------------
(134 of 187)

(B) The general authority conferred by this Article 5
shall expire on the fifth anniversary of the date of the
adoption of these Articles unless varied or revoked or
renewed by the Company in general meeting.

(C) The Directors shall be entitled under the general
authority conferred by this Article 5 to make at any time
before the expiry of such authority any offer or
agreement which will or may require securities to be
allotted after the expiry of such authority.

6. Except with the consent in writing of all the
Shareholders or pursuant to any agreement between all the
Shareholders, only 'A' Shares, 'B' Shares and 'C' Shares may
be issued in the Company in accordance with Article 5, and no
Shares shall be issued nil paid or partly paid.

7. Subject to the provisions of the Act, shares may be
issued which are to be redeemed or are liable to be redeemed
at the option of the holder on such terms and in such manner
as may be provided by these Articles.

8. No resolution which purports to vary the rights attaching
to any class of shares comprising the Shares shall be validly
passed without the vote in favour of any such resolution by
the Shareholder then holding such class of shares and, for the
avoidance of doubt, the 'A' Shares, the 'B' Shares and the 'C'
Shares shall each be a separate class, and any change to the
rights attaching to the Shares of any particular class shall
be an abrogation of the rights of each other class of Shares.

9. Except as required by law, no person shall be recognised
by the Company as holding any share upon any trust and (except
as otherwise provided by the Articles or by law) the Company
shall not be bound by or recognise any interest in any share
except an absolute right to the entirety thereof in the
holder.

SHARE CERTIFICATES

10. Every member, upon becoming the holder of any shares,
shall be entitled without payment to one certificate for all
the shares of each class held by him (and, upon transferring
a part of his holding of shares of any class, to a certificate
for the balance of such holding) or several certificates each
for one or more of his shares upon payment for every
certificate after the first of such reasonable sum as the

<PAGE> Exhibit 10(l)
-------------
(135 of 187)

Directors may determine. Every certificate shall be sealed
with the seal and shall specify the number, class and
distinguishing numbers (if any) of the shares to which it
relates and the amount or respective amounts paid up thereon.
The Company shall not be bound to issue more than one
certificate for shares held jointly by several persons and
delivery of a certificate to one joint holder shall be a
sufficient delivery to all of them.

11. If a share certificate is defaced, worn-out, lost or
destroyed, it may be renewed on such terms (if any) as to
evidence and indemnity and payment of the expenses reasonably
incurred by the Company in investigating evidence as the
Directors may determine but otherwise free of charge, and (in
the case of defacement or wearing-out) on delivery up of the
old certificate.

TRANSFER OF SHARES

12. No Share may be transferred without the written consent
of all the Shareholders or pursuant to any agreement between
all the Shareholders.

13. The instrument of transfer of a share may be in any usual
form or in any other form which the Directors may approve and
shall be executed by or on behalf of the transferor and,
unless the share is fully paid, by or on behalf of the
transferee.

14. The Directors shall register any transfer of Shares which
is effected with the consent in writing of all the other
Shareholders or pursuant to any agreement between all the
Shareholders.

INSTRUMENTS OF TRANSFER

15. No fee shall be charged for the registration of any
instrument of transfer or other document relating to or
affecting the title to any share.

16. The Company shall be entitled to retain any instrument of
transfer which is registered, but any instrument of transfer
which the Directors refuse to register shall be returned to
the person lodging it when notice of the refusal is given.

<PAGE> Exhibit 10(l)
-------------
(136 of 187)

ALTERATION OF SHARE CAPITAL

17. The Company may by ordinary resolution -
(a) increase its share capital by new shares of
such amount as the resolution prescribes;

(b) cancel shares which, at the date of the passing
of the resolution, have not been taken or agreed to
be taken by any person and diminish the amount of
its share capital by the amount of the shares so
cancelled.

18. The Company may not consolidate or sub-divide any of its
shares, save with the consent in writing of the Shareholders
or pursuant to an agreement between all the Shareholders.

19. The Company may by special resolution reduce its share
capital, any capital redemption reserve and any share premium
account in any way.

GENERAL MEETINGS

20. All general meetings other than annual general meetings
shall be called extraordinary general meetings.

21. The Directors may call general meetings and, on the
requisition of any Shareholder shall forthwith proceed to
convene an extraordinary general meeting for a date not later
than five weeks after receipt of the requisition.

NOTICE OF GENERAL MEETINGS

22. Any general meeting shall be called by at least
twenty-one clear days notice but a general meeting may be
called by shorter notice if it is so agreed by all the
Shareholders entitled to attend and vote thereat.

23. The notice referred to in Article 22 shall be given to
the Shareholders, Directors and the Auditors for the time
being of the Company and shall specify the time and place of
the meeting and, in the case of special business, the general
nature of the business to be transacted and, in the case of an
annual general meetings shall specify the meeting as such.
All business shall be deemed special that is transacted at an
extraordinary general meeting and also all that is transacted
at an annual general meeting with the exception of declaring
a dividend, the consideration of the accounts, balance sheets,

<PAGE> Exhibit 10(l)
-------------
(137 of 187)

and the reports of the Directors and Auditors, and the
appointment of, and the fixing of the remuneration of, the
Auditors.

PROCEEDINGS AT GENERAL MEETINGS

24. No business shall be transacted at any meeting unless a
quorum is present. The quorum for any meeting shall consist
of the A Shareholder and the B Shareholder in each case
present in person or by proxy. A corporation being a member
shall be deemed to be personally present if represented by its
representative duly authorised.

25. If within half an hour from the time appointed for any
general meeting or if at any time during a meeting a quorum is
not present the meeting shall be adjourned for five working
days to be reconvened at the same time and place (and notice
thereof shall be given forthwith to all the Shareholders) and
if at the reconvened meeting a quorum is not present within
half an hour from the time appointed for such reconvened
meeting the Shareholders present shall be a quorum for all
purposes of such reconvened meeting provided they represent in
aggregate no less than 30% of the Shares carrying an
entitlement to vote at general meetings.

26. The chairman, if any, of the board of Directors or in his
absence some other Director nominated by the Directors shall
preside as chairman of the meeting, but if neither the
chairman nor such other Director (if any) be present within
fifteen minutes after the time appointed for holding the
meeting and willing to act, the Directors present shall elect
one of their number to be chairman and, if there is only one
Director present and willing to act, he shall be chairman.

27. If no Director is willing to act as chairman, or if no
Director is present within fifteen minutes after the time
appointed for holding the meeting, the members present and
entitled to vote shall choose one of their number to be
chairman.

28. A Director shall, notwithstanding that he is not a
member, be entitled to attend and speak at any general meeting
and at any separate meeting of the holders of any class of
shares in the Company.

<PAGE> Exhibit 10(l)
-------------
(138 of 187)

29. The chairman may, with the consent of a meeting at which
a quorum is present (and shall if so directed by the meeting),
adjourn the meeting from time to time and from place to place,
but no business shall be transacted at a reconvened meeting
other than business which might properly have been transacted
at the meeting had the adjournment not taken place. When a
meeting is adjourned for fourteen days or more, at least seven
clear days' notice shall be given specifying the time and
place of the reconvened meeting and the general nature of the
business to be transacted.

30. A resolution put to the vote of a meeting shall be
decided on a show of hands unless before, or on the
declaration of the result of, the show of hands a poll is duly
demanded. Subject to the provisions of the Act, a poll may be
demanded -

(a) by the chairman; or
(b) by any Shareholder.

and a demand by a person as proxy for a member shall be the
same as a demand by the member.

31. Unless a poll is duly demanded a declaration by the
chairman that a resolution has been carried or carried
unanimously, or by a particular majority, or lost, or not
carried by a particular majority and an entry to that effect
in the minutes of the meeting shall be conclusive evidence of
the fact without proof of the number or proportion of the
votes recorded in favour of or against the resolution.

32. The demand for a poll may, before the poll is taken, be
withdrawn but only with the consent of the chairman and a
demand so withdrawn shall not be taken to have invalidated the
result of a show of hands declared before the demand was made.

33. A poll shall be taken as the chairman directs and he may
appoint scrutineers (who need not be members) and fix a time
and place for declaring the result of the poll. The result of
the poll shall be deemed to be the resolution of the meeting
at which the poll was demanded.

34. In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman shall not be entitled to a
casting vote in addition to any other vote he may have.

<PAGE> Exhibit 10(l)
-------------
(139 of 187)

35. A poll demanded on the election of a chairman or on a
question of adjournment shall be taken forthwith. A poll
demanded on any other question shall be taken either forthwith
or at such time and place as the chairman directs not being
more than thirty days after the poll is demanded. The demand
for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on
which the poll was demanded. If a poll is demanded before the
declaration of the result of a show of hands and the demand is
duly withdrawn, the meeting shall continue as if the demand
had not been made.

36. No notice need be given of a poll not taken forthwith if
the time and place at which it is to be taken are announced at
the meeting at which it is demanded. In any other case at
least seven clear days' notice shall be given specifying the
time and place at which the poll is to be taken.

37. A resolution in writing executed by or on behalf of each
member who would have been entitled to vote upon it if it had
been proposed at a general meeting at which he was present
shall be as effectual as if it had been passed at a general
meeting duly convened and held and may consist of several
instruments in the like form each executed by or on behalf of
one or more members. In the case of a corporation which holds
a share, the signature of any director or the secretary (or,
in either case, the holder of an office equivalent thereto,
including, without limitation, a vice president) or a duly
authorised representative of the corporation shall be
sufficient for the purposes of this Article 37.

VOTES OF MEMBERS

38. On a show of hands every Shareholder who (being an
individual) is present in person, or (being a corporation) is
present by a duly authorised representative, shall have one
vote and on a poll every member shall have one vote for every
Share of which he is the holder.

39. With respect to Article 38 and subject as provided in
Article 58:-

(a) no 'A' or 'C' Share shall confer any right to
vote on a resolution for the appointment or removal
from office of any 'B' Director; and

<PAGE> Exhibit 10(l)
-------------
(140 of 187)

(b) no 'B' Share shall confer any right to vote on
a resolution for the appointment or removal from
office of any 'A' Director.

40. In the case of joint holders the vote of the senior who
tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint
holders, and seniority shall be determined by the order in
which the names of the holders stand in the register of
members.

41. A member in respect of whom an order had been made by any
court having jurisdiction (whether in the United Kingdom or
elsewhere) in matters concerning mental disorder may vote,
whether on a show of hands or on a poll, by his receiver,
curator bonis or other person authorised in that behalf
appointed by that court, and any such receiver, curator bonis
or other person may, on a poll, vote by proxy. Evidence to
the satisfaction of the Directors of the authority of the
person claiming to exercise the right to vote shall be
deposited at the office, or at such other place as is
specified in accordance with the articles for the deposit of
instruments of proxy, not less than 48 hours before the time
appointed for holding the meeting or adjourned meeting at
which the right to vote is to be exercised and in default the
right to vote shall not be exercisable.

42. No objection shall be raised to the qualification of any
voter except at the meeting or adjourned meeting at which the
vote objected to is tendered, and every vote not disallowed at
the meeting shall be valid. Any objection made in due time
shall he referred to the chairman whose decision shall be
final and conclusive.

43. On a poll votes may be given either personally or by
proxy. A member may appoint more than one proxy to attend on
the same occasion.

<PAGE> Exhibit 10(l)
-------------
(141 of 187)

44. An instrument appointing a proxy shall be in writing,
executed by or on behalf of the appointor and shall be in the
following form (or in a form as near thereto as circumstances
allow or in any other form which is usual or which the
Directors may approve) -

" PLC/Limited
I/We, , of
, being a
member/members of the above-named company, hereby appoint
of
, or failing him, of , as my/our
proxy to vote in my/our name(s) and on my/our behalf at the
annual/ extraordinary general meeting of the company to be
held on 19 , and at any adjournment thereof.
Signed on 19 ."

45. Where it is desired to afford members an opportunity of
instructing the proxy how he shall act the instrument
appointing a proxy shall be in the following form (or in a
form as near thereto as circumstances allow or in any other
form which is usual or which the Directors may approve) -

" PLC/Limited
I/We, , of
, being a
member/members of the above-named company, hereby appoint
of
, or failing him, of ,
as my/our proxy to vote in my/our name(s) and on my/our
behalf at the annual/ extraordinary general meeting of
the company to be held on 19 , and at
any adjournment thereof.

This form is to be used in respect of the resolutions
mentioned below as follows:
Resolution No 1 *for *against
Resolution No 2 *for *against.
* Strike out whichever is not desired.

<PAGE> Exhibit 10(l)
-------------
(142 of 187)

Unless otherwise instructed, the proxy may vote as he
thinks fit or abstain from voting.

Signed this day of 19 ."

46. The instrument appointing a proxy and any authority under
which it is executed or a copy of such authority certified
notarially or in some other way approved by the Directors may
-

(a) be deposited at the office or at such other
place as is specified in the notice convening the
meeting or in any instrument of proxy sent out by
the Company in relation to the meeting not less
than 48 hours before the time for holding the
meeting or adjourned meeting at which the person
named in the instrument proposes to vote; or

(b) in the case of a poll taken more than 48 hours
after it is demanded, be deposited as aforesaid
after the poll has been demanded and not less than
24 hours before the time appointed for the taking
of the poll; or

(c) where the poll is not taken forthwith but is
taken not more than 48 hours after it was demanded,
be delivered at the meeting at which the poll was
demanded to the chairman or to the secretary or to
any Director;

and an instrument of proxy which is not deposited or
delivered in a manner so permitted shall be invalid.

47. A vote given or poll demanded by proxy or by the duly
authorised representative of a corporation shall be valid
notwithstanding the previous determination of the authority of
the person voting or demanding a poll unless notice of the
determination was received by the Company at the office or at
such other place at which the instrument of proxy was duly
deposited before the commencement of the meeting or adjourned

<PAGE> Exhibit 10(l)
-------------
(143 of 187)

meeting at which the vote is given or the poll demanded or (in
the case of a poll taken otherwise than on the same day as the
meeting or adjourned meeting) the time appointed for taking
the poll.

48. Whenever the capital of the Company is divided into
different classes of shares the rights attached to any class
may not be varied or abrogated, either whilst the Company is
a going concern or during or in contemplation of a winding-up,
without the consent in writing of the holders of three-fourths
of the issued shares of that class, or without the sanction of
an Extraordinary Resolution passed at a separate meeting of
the holders of that class. To every such separate meeting all
the provisions of these Articles relating to general meetings
of the Company or to the proceedings thereat shall, mutatis
mutandis, apply, except that the necessary quorum shall be one
person at least holding or representing by proxy one-half in
nominal amount of the issued shares of the class and in the
event that all the shares of any class are registered in the
name of a single corporate Shareholder the quorum shall be one
person being the duly authorised representative of such
Shareholder and that the holders of the shares of the class
shall, on a poll, have one vote in respect of every Share of
that class held by them respectively.

DIRECTORS

49. The number of Directors (other than alternate directors)
shall not be less than four nor more than eight.

ALTERNATE DIRECTORS

50. Any Director (other than an alternate director) may
appoint any other Director, or any other person willing to
act, to be an alternate director and may remove from office an
alternate director so appointed by him.

51. An alternate director shall be entitled to receive notice
of all meetings of Directors and of all meetings of committees
of Directors of which his appointor is a member, to attend and
vote at any such meeting at which the Director appointing him
is not personally present, and generally to perform all the

<PAGE> Exhibit 10(l)
-------------
(144 of 187)

functions of his appointor as a Director in his absence
(except as regards power to appoint an alternate director) but
shall not be entitled to receive any remuneration from the
Company for his services as an alternate director.

52. An alternate director shall cease to be an alternate
director if his appointor ceases to be a Director.

53. Any appointment or removal of an alternate director shall
be by notice to the Company signed by the Director making or
revoking the appointment or in any other manner approved by
the Directors.

54. Save as otherwise provided in these Articles, an
alternate director shall be deemed for all purposes to be a
Director and shall alone be responsible for his own acts and
defaults and he shall not be deemed to be the agent of the
Director appointing him.

POWERS OF DIRECTORS

55. Subject to the provisions of the Act, the memorandum of
association of the Company and these Articles and to any
directions given by special resolution or as otherwise agreed
by all the Shareholders, the business of the Company shall be
managed by the Directors who may exercise all the powers of
the Company. No alteration of such memorandum or these
Articles and no such direction shall invalidate any prior act
of the Directors which would have been valid if that
alteration had not been made or that direction had not been
given. The powers given by this regulation shall not be
limited by any special power given to the Directors by these
Articles and a meeting of Directors at which a quorum is
present may exercise all powers exercisable by the Directors.

56. The Directors may, by power of attorney or otherwise,
appoint any person to be the agent of the Company for such
purposes and on such conditions as they determine, including
authority for the agent to delegate all or any of his powers.

DELEGATION OF DIRECTORS POWERS

<PAGE> Exhibit 10(l)
-------------
(145 of 187)

57. The Directors may delegate any of their powers to any
committee consisting of any two or more Directors one of whom
must be an 'A' Director and one of whom must be a 'B'
Director. They may also delegate to any managing director,
chief executive officer or any director holding any other
executive office such of their powers as they consider
desirable to be exercised by him. Any such delegation may be
made subject to any conditions the Directors may impose, and
may be revoked or altered. Subject to any such conditions,
the proceedings of a committee with two or more members shall
be governed by these Articles regulating the proceedings of
Directors so far as they are capable of applying.

APPOINTMENT OF DIRECTORS

58. (A) The holders for the time being of a majority of the
'A' Shares and 'C' Shares shall have the right at any
time by notice served on the Secretary of the Company at
its registered office to appoint or remove up to six
Directors each of which shall be designated a 'A'
Director; and

(B) The holders for the time being of a majority of the
'B' Shares shall have the right at any time by notice
served on the Secretary of the Company at its registered
office to appoint or remove up to two Directors each of
which shall be designated a 'B' Director.

BORROWING POWERS

59. Subject as hereinafter provided the Directors may
exercise all the powers of the Company to borrow money, and
to mortgage or charge its undertaking, property and uncalled
capital, or any part thereof, and, subject to Section 80 of
the Act to issue debentures, debenture stock, and other
securities (other than equity securities, subject to the terms

<PAGE> Exhibit 10(l)
-------------
(146 of 187)

of these Articles) whether outright or as security for any
debt, liability or obligation of the Company or any of its
subsidiaries.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

60. The office of Director shall be vacated if:-

(a) he ceases to be a director by virtue of any
provision of the Act or he becomes prohibited by
law from being a director; or

(b) he becomes bankrupt or makes any arrangement or
composition with his creditors generally; or

(i) he is admitted to hospital in pursuance of
an application for admission for treatment
under the Mental Health Act 1983 or, in
Scotland, an application for admission under
the Mental Health (Scotland) Act 1960, or

(ii) an order is made by a court having
jurisdiction (whether in the United Kingdom or
elsewhere) in matters concerning mental
disorder for his detention or for the
appointment of a receiver, curator bonis or
other person to exercise powers with respect
to his property or affairs; or

(d) he resigns his office by notice to the Company;
or

(e) he is removed pursuant to the provisions of
Article 58(A).

61. Unless and until otherwise determined by the Company by
ordinary resolution, and subject to Article 58, either
generally or in any particular case, no Director shall vacate
or be required to vacate his office as a Director on or by
reason of his attaining or having attained the age of seventy
and any person proposed to be appointed a Director under these

<PAGE> Exhibit 10(l)
-------------
(147 of 187)

Articles shall be capable of being appointed notwithstanding
that he has attained the age of seventy, and no special notice
need be given of any resolution for the appointment as a
Director of any person who shall have attained the age of
seventy, and it shall not be necessary to give to the members
notice of the age of any Director or person proposed to be
appointed as such.

REMUNERATION OF DIRECTORS

62. The Directors shall be entitled to such remuneration as
the Company may by ordinary resolution determine and, unless
the resolution provides otherwise, the remuneration shall be
deemed to accrue from day to day.

DIRECTORS EXPENSES

63. The Directors (including alternate directors) may be paid
all travelling, hotel, and other expenses properly incurred by
them in connection with their attendance at meetings of
Directors or committees of Directors or general meetings or
separate meetings of the holders of any class of shares or of
debentures of the Company or otherwise in connection with the
discharge of their duties.

DIRECTORS APPOINTMENTS AND INTERESTS

64. Subject to the provisions of the Act, the Directors may
appoint one or more of their number to the office of managing
director, chief executive officer or to any other executive
office under the Company and may enter into an agreement or
arrangement with any director for his employment by the
Company or for the provision by him of any services outside
the scope of the ordinary duties of a Director. Any such
appointment, agreement or arrangement may be made upon such
terms as the Directors determine and they may remunerate any
such Director for his services as they think fit.

65. Subject to the provisions of the Act, and PROVIDED THAT
he has disclosed to the Directors the nature and extent of any
material interest of his, a Director notwithstanding his
office:-

<PAGE> Exhibit 10(l)
-------------
(148 of 187)

(a) may be a party to, or otherwise interested in,
any transaction or arrangement with the Company or
in which the Company is otherwise interested;

(b) may be a director or other officer of, or
employed by, or a party to any transaction or
arrangement with, or otherwise interested in any
body corporate promoted by the Company or in which
the Company is otherwise interested; and

(c) shall not, by reason of his office, be
accountable to the Company for any benefit which he
derives from any such office or employment or from
any such transaction or arrangement or from any
interest in any such body corporate and no such
transaction or arrangement shall be liable to be
avoided on the ground of any such interest or
benefit.

66. For the purposes of Article 65:-

(a) a general notice given to the Directors that a
Director is to be regarded as having an interest of
the nature and extent specified in the notice in
any transaction or arrangement in which a specified
person or class of persons is interested shall be
deemed to be a disclosure that the Director has an
interest in any such transaction of the nature and
extent so specified; and

(b) an interest of which a Director has no
knowledge and of which it is unreasonable to expect
him to have knowledge shall not be treated as an
interest of his; and

(c) no notice need be given to the Directors, and
no material interest shall be deemed to arise, to
the extent that any interest of a Director in any
transaction or arrangement in which the Company is
interested arises as a consequence of that Director
being a director or other officer of, or employed
by, the 'A' Shareholder or the 'B' Shareholder or
either of their respective holding companies or any
subsidiary of either such holding company.

<PAGE> Exhibit 10(l)
-------------
(149 of 187)

DIRECTORS' GRATUITIES AND PENSIONS

67. The Directors may provide benefits, whether by the
payment of gratuities or pensions or by insurance or
otherwise, for any director who has held but no longer holds
any executive office or employment with the Company or with
any body corporate which is or has been a subsidiary of the
Company or a predecessor in business of the Company or of any
such subsidiary, and for any member of his family (including
a spouse and a former spouse) or any person who is or was
dependent on him, and may (as well before as after he ceases
to hold such office or employment) contribute to any fund and
pay premiums for the purchase or provision of any such
benefit.

PROCEEDINGS OF DIRECTORS

68. Subject as contained herein the Directors may meet
together for the despatch of business, adjourn and otherwise
regulate their meetings as they think fit. The quorum for any
meeting of Directors or committee of Directors shall be three
Directors which shall consist of 2 'A' Directors and 1 'B'
Director. If within half an hour from the time appointed for
the meeting a quorum is not present or if at any time during
a meeting a quorum as hereinbefore provided shall cease to be
present the meeting shall stand adjourned to the day five
working days thereafter at the same time and place and if at
the reconvened meeting a quorum is not present within half an
hour from the time appointed for such meeting the Directors
then present shall be a quorum for all purposes of such
reconvened meeting PROVIDED ALWAYS THAT at that reconvened
meeting an 'A' Director shall be present. A person who holds
office only as an alternate director shall, if his appointor
is not present, be counted in the quorum.

69. Notice of meetings of the Directors shall be given to all
the Directors at least five working days prior to such
meeting. Any two Directors may, and the Secretary, on the
requisition of any two Directors shall, at any time summon a
meeting of the Directors.

<PAGE> Exhibit 10(l)
-------------
(150 of 187)

70. Questions arising at any meeting of Directors or any
committee of Directors shall be decided by a majority of
votes. A Director who is also an alternate director shall be
entitled in the absence of his appointor to a separate vote on
behalf of his appointor in addition to his own vote. However,
notwithstanding any other provisions of these Articles, no 'C'
Director shall be entitled to vote in any circumstances.

71. Subject to Article 68, the continuing Directors may act
notwithstanding any vacancies in their number, but, if the
number of Directors is less than the number fixed as the
quorum, the continuing Directors may act only for the purpose
of filling vacancies or of calling a general meeting.

72. The Directors may appoint one of their number to be the
chairman of the board of Directors who shall have no
additional or casting vote. The Directors may at any time
remove him from that office. Unless he is unwilling to do so,
the Director so appointed shall preside at every meeting of
Directors at which he is present. But if there is no Director
holding that office, or if the Director holding it is
unwilling to preside or is not present within five minutes
after the time appointed for the meeting, the Directors
present may appoint one of their number to be chairman of the
meeting.

73. All acts done by a meeting of Directors, or of a
committee of Directors, or by a person acting as a Director
shall, notwithstanding that it be afterwards discovered that
there was a defect in the appointment of any Director or that
any of them were disqualified from holding office, or had
vacated office, or were not entitled to vote, be as valid as
if every such person had been duly appointed and was qualified
and had continued to be a Director and had been entitled to
vote.

74. A resolution in writing signed by all the Directors
entitled to receive notice of a meeting of Directors or of a
committee of Directors shall be as valid and effectual as if
it had been passed at a meeting of Directors or (as the case
may be) a committee of Directors duly convened and held and
may consist of several documents in the like form each signed
by one or more Directors; but a resolution signed by an
alternate director need not also be signed by his appointor

<PAGE> Exhibit 10(l)
-------------
(151 of 187)

and, if it is signed by a Director who has appointed an
alternate director, it need not be signed by the alternate
director in that capacity.

75. In accordance with the provisions of Article 65, and
subject to the provisions of Article 66, a Director shall be
entitled to vote as a Director and be counted in the quorum in
respect of any matter in which he has directly or indirectly
an interest or duty (whether or not it may conflict with the
interests of the Company).

76. Any Director may participate in a meeting of the Board or
of a committee of the Board by means of conference telephone
or similar communications facilities whereby all the Directors
participating in the meeting can hear each other, and the
Directors participating in a meeting in this manner shall be
deemed to be present in person at such meeting.

SECRETARY

77. Subject to the provisions of the Act, the secretary shall
be appointed by the Directors for such term, at such
remuneration and upon such conditions as they may think fit,
and any secretary so appointed may be removed by them.

MINUTES

78. The Directors shall cause minutes to be made in books kept
for the purpose-

(a) of all appointments of officers made by the
Directors; and

(b) of all proceedings at meetings of the Company,
of the holders of any class of shares in the
Company, and of the Directors, and of committees of
Directors, including the names of the Directors
present at each such meeting.

THE SEAL

<PAGE> Exhibit 10(l)
-------------
(152 of 187)

79. (A) The seal shall only be used by the authority of the
Directors or of a committee of Directors authorised by
the Directors. The Directors may determine who shall
sign any instrument to which the seal is affixed and
unless otherwise so determined it shall be signed by a
Director and by the secretary or by a second Director.

(B) The Company may have an official seal for use abroad
under the provisions of the Act, where and as the
Directors shall determine, and the Company may by writing
under the Common Seal appoint any agents or agent,
committees or committee abroad to be duly authorised
agents of the Company for the purpose of affixing and
using any such official seal, and may impose such
restrictions on the use thereof as may be thought fit.
Wherever in these Articles reference is made to the
Common Seal of the Company, the reference shall, when and
so far as may be applicable, be deemed to include any
such official seal as aforesaid.

DIVIDENDS

80. Subject to the provisions of the Act, the Company may by
ordinary resolution declare dividends in accordance with the
respective rights of the members, but no dividend shall exceed
the amount recommended by the Directors.

81. Subject to the provisions of the Act, the Directors may
pay interim dividends if it appears to them that they are
justified by the profits of the Company available for
distribution.

82. Any dividend or other moneys payable in respect of a
share may be paid by telegraphic transfer to a bank account
nominated by the relevant Shareholder or, failing such
nomination, by cheque sent by post to the registered address
of the person entitled or, if two or more persons are the
holders of the share or are jointly entitled to it by reason
of the death or bankruptcy of the holder, to the registered
address of that one of those persons who is first named in the
register of members or to such person and to such address as
the person or persons entitled may in writing direct. Every
cheque shall be made payable to the order of the person or
persons entitled or to such other person as the person or

<PAGE> Exhibit 10(l)
-------------
(153 of 187)

persons entitled may in writing direct and payment of the
cheque shall be a good discharge to the company. Any joint
holder or other person jointly entitled to a share as
aforesaid may give receipts for any dividend or other moneys
payable in respect of the share.

83. No dividend or other moneys payable in respect of a share
shall bear interest against the Company.

84. Any dividend which has remained unclaimed for twelve
years from the date when it became due for payment shall, if
the Directors so resolve, be forfeited and cease to remain
owing by the company.

CAPITALISATION OF PROFITS

85. The Directors may with the authority of an ordinary
resolution of the Company (on a basis that avoids any
fractions arising) -

(a) subject as hereinafter provided, resolve to
capitalise any undivided profits of the Company not
required for paying any preferential dividend
(whether or not they are available for
distribution) or any sum standing to the credit of
the Company's share premium account or capital
redemption reserve;

(b) appropriate the sum resolved to be capitalised
to the members who would have been entitled to it
if it were distributed by way of dividend and in
the same proportions and apply such sum on their
behalf either in or towards paying up the amounts,
if any, for the time being unpaid on any shares
held by them respectively, or in paying up in full
unissued shares or debentures of the company of a
nominal amount equal to that sum, and allot the
shares or debentures credited as fully paid to
those members, or as they may direct, in those
proportions, or partly in one way and partly in the
other, but the share premium account, the capital

<PAGE> Exhibit 10(l)
-------------
(154 of 187)

redemption reserve, and any profits which are not
available for distribution may, for the purposes of
this regulation, only be applied in paying up
unissued shares to be allotted to members credited
as fully paid; and

(c) authorise any person to enter on behalf of all
the members concerned into an agreement with the
company providing for the allotment to them
respectively, credited as fully paid, of any shares
or debentures to which they are entitled upon such
capitalisation, any agreement made under such
authority being binding on all such members.

NOTICES

86. Any notice to be given to or by any person pursuant to
the Articles shall be in writing except that a notice calling
a meeting of the Directors need not be in writing.

87. The Company may give any notice to a member either
personally or by sending it by facsimile (with a confirmatory
copy sent by post) or (in the case of a member resident in the
United Kingdom) by first class post or (in the case of a
member not so resident) by express airmail service in a
prepaid envelope addressed to the member at his registered
address or by leaving it at that address. In the case of
joint holders of a share, all notices shall be given to the
joint holder whose name stands first in the register of
members in respect of the joint holding and notice so given
shall be sufficient notice to all the joint holders.

88. A member present, either in person or by proxy, at any
meeting of the Company or of the holders of any class of
shares in the Company shall be deemed to have received notice
of the meeting and, where requisite, of the purposes for which
it was called.

89. Every person who becomes entitled to a share shall be
bound by any notice in respect of that share which, before his
name is entered in the register of members, has been duly
given to a person from whom he derives his title.

<PAGE> Exhibit 10(l)
-------------
(155 of 187)

90. Proof that an envelope containing a notice was properly
addressed, prepaid and posted shall be conclusive evidence
that the notice was given. Any notice given by facsimile
shall be deemed to have been received upon the receipt of a
signal by the sender's machine that the notice has been
received. Any notice given by first class post shall be
deemed to have been received two working days from the date of
posting. Any notice given by express airmail service shall be
deemed to be received on the first working day following the
day of despatch.

91. A notice may be given by the Company to the persons
entitled to a share in consequence of the death or bankruptcy
of a member by sending or delivering it, in any manner
authorised by the Articles for the giving of notice to a
member, addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt or
by any like description at the address, if any, supplied for
that purpose by the persons claiming to be so entitled. Until
such an address has been supplied, a notice may be given in
any manner in which it might have been given if the death or
bankruptcy had not occurred.

WINDING UP

92. The Company shall be wound up forthwith upon the
occurrence of the dissolution, bankruptcy or insolvency of the
A Shareholder or any assignment, arrangement or compromise
entered into by either the A Shareholder with its creditors
generally and the Directors and the Shareholders shall take
all necessary steps within their power:

(a) to convene a meeting of Shareholders at the
earliest possible date after such occurrence to consider
a resolution to place the Company in members' voluntary
liquidation at which meeting each Shareholder shall, and
shall be deemed to have, voted in favour of the passing
of such resolution; or

<PAGE> Exhibit 10(l)
-------------
(156 of 187)

(b) if the Company is insolvent at the time of such
occurrence, otherwise to bring about the winding up of
the Company.

93. If the Company is wound up, the liquidator shall, to the
extent reasonably practicable and as permitted by law, but
subject as otherwise sanctioned or directed by extraordinary
resolution of the Company, divide among the members in specie
the whole of the assets of the Company and may, for that
purpose, value any assets and determine how the division shall
be carried out as between the members . The liquidator may,
with the like sanction, vest the whole or any part of the
assets in trustees upon such trusts for the benefit of the
members as he with the like sanction determines, but no member
shall be compelled to accept any assets upon which there is a
liability.

INDEMNITY

94. Every Director or other officer of the Company shall be
entitled to be indemnified out of the assets of the Company
against all costs, charges, losses, expenses and liabilities
which he may sustain or incur in or about the execution of the
duties of his office or otherwise in relation thereto,
including any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment is
given in his favour or in which he is acquitted or in
connection with any application in which relief is granted to
him by the Court from liability for negligence, default,
breach of duty or breach of trust in relation to the affairs
of the Company. No Director or other officer shall be liable
for any loss, damage or misfortune which may happen to or be
incurred by the Company in the execution of the duties of his
office or in relation thereto. But this Article 119 shall
only have effect insofar as its provisions are not avoided by
the Act.

GROUP RELIEF

95. Tax Losses shall not be surrendered by way of group
relief to the A Shareholder in excess of the proportion of the
A Shareholder's interest in the Company for the relevant
Financial Year of the Company. In this Article "Tax Losses"
shall mean amounts available for surrender by way of group

<PAGE> Exhibit 10(l)
-------------
(157 of 187)

relief; "group relief" shall have the same meaning as it has
for Chapter IV, Part X of the Income and Corporation Taxes Act
1988 ("the Group Relief Legislation"); "Financial Year" shall
mean accounting period for the purposes of the Group Relief
Legislation; and the "A Shareholder's interest in the Company"
means the aggregate voting rights attached to the aggregate
number of Shares held by the A Shareholder expressed as a
percentage of the total voting rights attached to Shares in
issue to be found for an accounting period of the Company by
taking the mean average of such percentages on a daily basis
throughout the accounting period.

<PAGE> Exhibit 10(l)
-------------
(158 of 187)

SCHEDULE 2

Particulars of NEWCO immediately following Closing

Shareholder Number and Class of Shares Held

BTH 50,000 'A' Shares and 100,200 'C' Shares

MCH 49,800 'B' Shares

<PAGE> Exhibit 10(l)
-------------
(159 of 187)

SCHEDULE 3

Form of Deed of Adherence

THIS DEED OF ADHERENCE is made the [ ] day of [ ]

BETWEEN

1. BRITISH TELECOMMUNICATIONS public limited company ("BT")
a company incorporated in England and Wales under
registration number 1800000, the registered office of
which is at 81 Newgate Street, London, EC1A 7AJ, England
("BT")

2. MOORGATE (TWELVE) LIMITED a company incorporated in
England and Wales under registration number 2653079, the
registered office of which is at 81 Newgate Street,
London, EC1A 7AJ, England ("BTH")

3. MCI COMMUNICATIONS CORPORATION a company incorporated
under the laws of Delaware, the principal office of which
is at 1801 Pennsylvania Avenue, NW, Washington DC 20006,
USA ("MCI")

4. MCI VENTURES CORPORATION a company incorporated under the
laws of Delaware, the principal office of which is at
1801 Pennsylvania Avenue, NW, Washington DC 20006, USA
("MCH")

6. [] a company incorporated in [ ] under registration
number [], the registered office of which is at [] ("New
Ultimate Parent")

<PAGE> Exhibit 10(l)
-------------
(160 of 187)

WHEREAS

(A) This Deed of Adherence is supplemental to a Joint Venture
Agreement dated [] made between BT, BTH, MCI, MCH, and
NEWCO (the "JV Agreement")

(B) The New Ultimate Parent has agreed to acquire the entire
issued share capital of [BTH/MCH] (the "Holding Shares")
from [BT/MCI] ("the Retiring Ultimate Parent") and has
agreed to execute this Deed of Adherence pursuant to
Clause 25.13 of the JV Agreement as a pre-condition of
becoming a shareholder of [BTH/MCH].

WITNESSETH as follows:-

1. Unless otherwise stated, all expressions defined in the
JV Agreement shall bear the same meaning herein. The
expression the "Continuing Parties" shall mean [MCI/BT],
BTH, MCH and NEWCO.

2. The New Ultimate Parent confirms that it has been
supplied with a copy of the JV Agreement and in
consideration of both the Retiring Ultimate Parent and
the Continuing Parties agreeing to allow the New Ultimate
Parent to acquire the Holding Shares, the New Ultimate
Parent hereby covenants with each of the Continuing
Parties to observe and perform and to be bound by all the
provisions of the JV Agreement to the intent and effect
that with effect from the date on which the New Ultimate
Parent is registered as a shareholder of [BTH/MCH]:

(a) the New Ultimate Parent shall be deemed to be a
party to the JV Agreement to the extent provided
for by this Deed and so that the term "[BT/MCI]" or
"the Ultimate Parent", as appropriate, shall be
deemed to mean the New Ultimate Parent; and

(b) the Retiring Ultimate Parent shall be released from
its continuing obligations hereunder, but such
release shall not constitute a waiver of any rights
any Party may have by reason of a breach of this

<PAGE> Exhibit 10(l)
-------------
(161 of 187)

Agreement prior to such date and Clause 27 of the
JV Agreement shall continue in full force and
effect.

3. The Continuing Parties hereby agree that the New Ultimate
Parent shall be entitled to all the benefits conferred by
the JV Agreement on the Retiring Ultimate Parent.

4. For the purposes of Clause 40 of the JV Agreement
(relating to notices) any notice shall be sent to the New
Ultimate Parent at its address set out above or at such
other address as it may notify to each of the Continuing
Parties for this purpose.

5. This Deed shall be governed and construed in accordance
with the laws of England and Wales.

THIS DEED has been executed on the date first before written

EXECUTED by BRITISH )
TELECOMMUNICATIONS public )
limited company by means )
of these signatures and )
DELIVERED )

EXECUTED by )
MOORGATE (TWELVE) LIMITED )
by means of these signatures )
and DELIVERED )

EXECUTED by )
MCI COMMUNICATIONS CORPORATION )
by means of these signatures )
and DELIVERED )

<PAGE> Exhibit 10(l)
-------------
(162 of 187)

EXECUTED by )
MCI VENTURES CORPORATION )
by means of these signatures )
and DELIVERED )

EXECUTED by )
CONCERT COMMUNICATIONS COMPANY )
by means of these signatures )
and DELIVERED )

EXECUTED by )
[NEW ULTIMATE PARENT] )
by means of these signatures )
and DELIVERED )

<PAGE> Exhibit 10(l)
-------------
(163 of 187)

SCHEDULE 4

United States Tax Treatment

Pursuant to Clause 41 of the Agreement, the Parties have
agreed to abide by the provisions set out hereunder.

ARTICLE I. DEFINITIONS.

For the purposes of this Schedule 4, capitalized terms shall
have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms
defined) or the meaning given to such term in the Agreement.

1.1 Adjusted Capital Account Deficit.

"Adjusted Capital Account Deficit" means, with respect to any
Shareholder, the deficit balance, if any, in such
Shareholder's Capital Account as of the end of the relevant
Fiscal Year, after giving effect to the following adjustments:

(i) such Capital Account shall be deemed to be
increased by any amounts that such Shareholder is
obligated to restore to NEWCO (pursuant to this
Agreement or otherwise) or is deemed to be
obligated to restore pursuant to (1) the
penultimate sentence of Regulation Section
1.704-2(g)(1) or (2) the penultimate sentence of
Regulation Section 1.704-2(i)(5); and

(ii) such Capital Account shall be deemed to be
decreased by the items described in Regulation
Sections 1.704-1(b) (2) (ii) (d) (4), (5), and (6).

1.2 Book Tax Value.

"Book Tax Value" means, with respect to any asset of NEWCO,
the adjusted tax basis of such asset as of the relevant date
for U.S. Federal income tax purposes, except as follows:

<PAGE> Exhibit 10(l)
-------------
(164 of 187)

(i) the Book Tax Values of all Partnership assets
(including intangible assets such as goodwill)
shall be adjusted to equal their respective fair
market values as of the following times:

(1) the acquisition of an additional interest
in NEWCO by any new or existing Shareholder in
exchange for more than a de minimis Capital
Contribution;

(2) the distribution by NEWCO to a
Shareholder of more than a de minimis amount
of money or NEWCO property as consideration
for an interest in NEWCO; and

(3) the liquidation of NEWCO within the
meaning of Regulation Section 1.704-1(b) (2)
(iv) (f) (5) (ii); and

(ii) if the Book Tax Value of an asset has been
determined or adjusted pursuant to subsection (i)
above, such Book Tax Value shall thereafter be
adjusted by the Depreciation taken into account
with respect to such asset for purposes of
computing Profits and Losses and other items
allocated pursuant to Section 4.1.

The foregoing definition of Book Tax Value is intended to
comply with the provisions of Regulation Section 1.704-1(b)
(2) (iv) and shall be interpreted and applied consistently
therewith.

1.3 Capital Account.

"Capital Account" has the meaning given to it in Section 2.3.

1.4 Capital Contribution.

"Capital Contribution" means those contributions made or to be
made to the capital of NEWCO by the Shareholders and credited
to their respective Capital Accounts pursuant to Article II
valuing any asset contributed by a Shareholder at its fair
market value.

<PAGE> Exhibit 10(l)
-------------
(165 of 187)

1.5 Capital Transactions.

"Capital Transactions" means a Transfer or taking of all or
substantially all of NEWCO's property (including, without
limitation, eminent domain or condemnation proceedings).

1.6 Code.

"Code" means the United States Internal Revenue Code of 1986,
as amended from time to time or any successor statute. A
reference to a Section of the Code shall be deemed to include
any amendatory or successor provision therein.

1.7 Depreciation.

"Depreciation" means, for each Fiscal Year or part thereof, an
amount equal to the depreciation, amortization, or other cost
recovery deduction allowable for U.S. Federal income tax
purposes with respect to an asset for such Fiscal Year or part
thereof, except that if the Book Tax Value of an asset differs
from its adjusted basis for U.S. Federal income tax purposes
at the beginning of such Fiscal Year, the depreciation,
amortization, or other cost recovery deduction for such Fiscal
Year or part thereof shall be an amount which bears the same
ratio to such Book Tax Value as the U.S. Federal income tax
depreciation amortization, or other cost recovery deduction
for such Fiscal Year or part thereof bears to such adjusted
tax basis. If such asset has a zero adjusted tax basis, the
depreciation, amortization, or other cost recovery deduction
for each Fiscal Year shall be determined under a method
reasonably selected by the Tax Matters Shareholder.

1.8 Fiscal Year.

"Fiscal Year" means the tax year of NEWCO, which shall be a
fiscal year ending on March 31.

1.9 Independent Accountant.

"Independent Accountant" means Coopers & Lybrand or such other
internationally recognised firm of certified public
accountants as the Shareholders may select.

<PAGE> Exhibit 10(l)
-------------
(166 of 187)

1.10 Nonrecourse Liability.

"Nonrecourse Liability" means any NEWCO liability (or portion
thereof) for which no Shareholder or Related Person bears the
economic risk of loss for that liability under Regulation
Sections 1.752-1(a)(2) and 1.752-2.

1.11 Partner Nonrecourse Debt.

"Partner Nonrecourse Debt" has the meaning ascribed to such
term in Regulation Section 1.704-2(b)(4).

1.12 Partner Nonrecourse Debt Minimum Gain.

"Partner Nonrecourse Debt Minimum Gain" means the aggregate
amount of gain (of whatever character), determined for each
Partner Nonrecourse Debt, that should be realised by NEWCO if
it disposed of the NEWCO property subject to such Partner
Nonrecourse Debt in a taxable transaction in full satisfaction
thereof (and for no other consideration), determined in
accordance with Regulation Sections 1.704-2(i) (3) and (k),
and the determination of a Shareholder's share of minimum gain
attributable to a Partner Nonrecourse Debt in accordance with
Regulation Section 1.704-2(i) (5).

1.13 Partner Nonrecourse Deductions.

"Partner Nonrecourse Deductions" means the excess, if any, of
(i) the net increase, if any, in the amount of Partner
Nonrecourse Debt Minimum Gain during any Fiscal Year over (ii)
the aggregate amount of any distributions during such Fiscal
Year of proceeds of a Partner Nonrecourse Debt that are
allocable to an increase in Partner Nonrecourse Debt Minimum
Gain, determined in accordance with Regulation Sections 1.704-
2(i) (2).

1.14 Partnership Minimum Gain.

"Partnership Minimum Gain" means the aggregate amount of gain
(of whatever character), determined for each Nonrecourse
Liability of NEWCO, that should be realized by NEWCO if it
disposed of the NEWCO property subject to such Nonrecourse
Liability in a taxable transaction in full satisfaction
thereof (and for no other consideration), determined in

<PAGE> Exhibit 10(l)
-------------
(167 of 187)

accordance with Regulation Sections 1.704-2(d) and (k), and
the determination of a Shareholder's share of Partnership
Minimum Gain in accordance with Regulation Section 1.704-2(e).

1.15 Profits and Losses.

"Profits" and "Losses" means, for each Fiscal Year or part
thereof, the taxable income or loss of NEWCO for such Fiscal
Year determined, solely for U.S. Federal income tax purposes,
in accordance with Code Section 703(a) (for this purpose, all
terms of income, gain, loss, or deduction required to be
stated separately pursuant to Code Section 703(a) (1) shall be
included in taxable income or loss), with the following
adjustments:

(i) any income of NEWCO that is exempt from U.S.
Federal income tax shall be added to such taxable
income or loss;

(ii) any expenditure of NEWCO not deductible in
computing U.S. taxable income and not properly
chargeable to the Shareholders' Capital Accounts as
described in Code Section 705(a) (2) (B) or treated
as such pursuant to Regulation Section 1.704-1(b)
(2) (iv) (i) shall be subtracted from such U.S.
taxable income or loss;

(iii) any Depreciation for such Fiscal Year or part
thereof shall be taken into account in lieu of the
depreciation, amortization, and other cost recovery
deductions taken into account in computing such
taxable income or loss;

(iv) gain or loss resulting from any disposition of
Partnership property with respect to which gain or
loss is recognized for U.S. Federal income tax
purposes shall be computed with reference to the
Book Tax Value of property disposed of, rather than
the adjusted tax basis of such property; and

<PAGE> Exhibit 10(l)
-------------
(168 of 187)

(v) such taxable income or loss shall be deemed
not to include any income, gain, loss, deduction,
or other item thereof allocated pursuant to Section
4.3 (i) (2) and (i) (4).

1.16 Regulation.

"Regulation" means the income tax regulations promulgated
under the Code by the U.S. Department of the Treasury (whether
final or temporary), as such regulations may be amended from
time to time. A reference to the Regulations shall be deemed
to include any amendatory or successor provision therein.

1.17 Regulatory Allocations.

"Regulatory Allocations" has the meaning given to it in
Section 3.3(a) (vi).

1.18 Tax Return.

"Tax Return" means the annual U.S. Federal income tax return
of NEWCO, whether on Form 1065 or such other form as may
hereafter be prescribed by the U.S. Internal Revenue Service.

1.19 Tax Matters Shareholder.

"Tax Matters Shareholder" means MCH which shall be the tax
matters partner pursuant to Code Section 6231(a)(7). MCH
shall not file any tax return (whether federal or state) with
respect to the partnership (in its capacity as tax matters
partner) without the approval of BTH, which approval shall not
be unreasonably withheld. BTH shall be deemed to have given
such approval if BTH does not indicate its written objection
(which may be delivered by facsimile) to MCH within 45 days of
the filing deadline referred to in Section 4.2. If BTH does
not approve of any proposed filing of a tax return by MCH, BTH
and MCH shall seek, in good faith, to resolve their
disagreement. If they cannot resolve their disagreement
within 10 days, either of BTH or MCH may request that the
disagreement be resolved by the Independent Accountants and
the Independent Accountants shall be instructed to resolve the
dispute in such manner as they believe will maximize, in the

<PAGE> Exhibit 10(l)
-------------
(169 of 187)

aggregate, the Federal, state and local income tax advantages
and will minimize, in the aggregate, the Federal, state, and
local income tax detriments, available to NEWCO's
Shareholders. MCH shall take any steps necessary pursuant to
Code Section 6223(a) to designate BTH a "notice partner" if
BTH so requests. MCH shall keep BTH informed of
administrative and judicial proceedings relating to the
adjustment at the partnership level of "partnership items" (as
defined in Code Section 6231(a)(3)), shall provide BTH with
copies of any written materials MCH receives from or submits
to the IRS, shall inform BTH of any meetings with the IRS and
shall permit BTH to participate in such meetings. MCH shall
advise BTH if any written proposed adjustment by the Internal
Revenue Service would increase BTH's U.S. Federal income tax
liability (or decrease its U.S. Federal income tax benefits)
by more than $100,000 in any fiscal year. If MCH proposes
that such adjustment be approved, MCH shall not concede such
adjustment without BTH's approval, which will not be
unreasonably withheld. In the event of a disagreement between
MCH and BTH with respect to such adjustment, the procedures
for resolution set for above shall apply. Nothing in this
Agreement is intended to waive any rights, including rights to
participate in administrative and judicial proceedings, that
BTH may have under Code Sections 6221 to 6233.

1.20 Transfer.

"Transfer" means a sale, transfer, assignment, or other
disposition.

ARTICLE II. INVESTMENT OBLIGATIONS

2.1 Capital Contributions.

The initial Capital Contributions made to NEWCO by the
Shareholders shall be the amounts paid by the Shareholders
pursuant to Clause 6.2(a) together with, in the case of the A
Shareholder, any amount paid by the A Shareholder by way of
subscription for Shares prior to Closing.

<PAGE> Exhibit 10(l)
-------------
(170 of 187)

2.2 Additional Capital Contributions.

Shareholders shall make additional Capital Contributions or
loans to NEWCO in accordance with Clause 21 of the Agreement.

2.3 Capital Accounts

A Capital Account shall be maintained for each Shareholder on
the books of NEWCO in compliance with the requirements of Code
Section 704(b) and the Regulations thereunder. Each Capital
Account shall be increased by (i) the Capital Contributions of
such Shareholder, (ii) allocations to such Shareholder of
income and gain (or items thereof) as set forth in Article
III, and (iii) any positive adjustment to such Capital Account
by reason of an adjustment to the Book Tax Value of NEWCO
assets. Each Capital Account shall be decreased by (i) the
amount of any cash and the fair market value of any property
(net of any liabilities secured by such property that such
Shareholder is considered to assume or take subject to under
Code Section 752 and the Regulations thereunder), and (ii)
Losses, Partner Nonrecourse Deductions, and items of loss or
deduction allocated to such Shareholder as set forth in
Article III, and (iii) any negative adjustment to such Capital
Account by reason of an adjustment to the Book Tax value of
NEWCO assets.

ARTICLE III. PROFITS AND LOSSES.

3.1 Book Tax Allocation of Profit and Losses.

(a) This Section 3.1 and Section 3.2 set forth the
general rules for book tax allocations to the
Shareholders, including allocations with respect to
operations and liquidation of NEWCO for maintaining
books, solely for U.S. Federal income tax purposes,
reflecting the Shareholders' Capital Accounts, or
share of Profit, Losses, or other items, or
distributions pursuant to this Agreement as
required for U.S. Federal income tax purposes under
Code Section 704(b) and the Regulations thereunder.

<PAGE> Exhibit 10(l)
-------------
(171 of 187)

These provisions do not apply to the requirement
that NEWCO maintain books and records for financial
reporting purposes in accordance with Section 14.1
of the Agreement. Commencing on the date hereof,
Profits and Losses, other than those Profits and
Losses arising from Capital Transactions described
in Section 3.2, shall be allocated among the
Shareholders in accordance with their respective
Percentage Interests.

3.2 Book Tax Allocation of Profits and Losses From Capital
Transactions. The Profits and Losses of NEWCO resulting from
Capital Transactions shall be allocated as follows:

(a) Profits. Profits from Capital Transactions
shall be allocated as follows:

(i) First, to the Shareholders with negative
balances in their Capital Accounts in
proportion to such negative balances, until
such balances equal zero;

(ii) Second, to the Shareholders the minimum
amount necessary to place the Capital Account
balances of the Shareholders in the same
proportion as their Percentage Interests; and

(iii) Third, the balance shall be allocated to
the Shareholders in accordance with their
respective Percentage Interests.

(b) Losses. Losses from Capital Transactions
shall be allocated as follows:

(i) First, to the Shareholders with positive
balances in their Capital Accounts, in
proportion to such positive balances, until
such balances equal zero, and

(ii) Second, any remaining loss shall be
allocated to the Shareholders in accordance
with their respective Percentage Interests.

<PAGE> Exhibit 10(l)
-------------
(172 of 187)

3.3 Limitations on Book Tax Allocations.

Notwithstanding the general allocation rules set forth in
Section 3.2, the following special allocation rules and
limitations shall apply for maintaining books reflecting the
Shareholders' Capital Accounts, or share of Profits, Losses,
or other items, or distributions pursuant to this Agreement,
as required for U.S. Federal income tax purposes under
Regulation Section 1.704-1(b) under the circumstances
described.

(a) Deficit Capital Account and Nonrecourse Debt
Rules.

(i) Limitations on Loss Allocations. The
losses allocated to any Shareholder pursuant
to Section 3.1 or 3.2 with respect to any
Fiscal Year shall not exceed the maximum
amount of losses that can be so allocated
without causing such Shareholder to have an
Adjusted Capital Account Deficit at the end of
such Fiscal Year. All losses in excess of the
limitation set forth in this Section 3.3(a)(i)
shall be allocated (A) first, to those
Shareholders who will not be subject to this
limitation, in the ratio that their Percentage
Interests bear to each other, and (B) second,
any remaining amount to the Shareholders in
the manner required by the Code and the
Regulations.

(ii) Qualified Income Offset. If in any
Fiscal Year a Shareholder unexpectedly
receives an adjustment, allocation or
distribution described in Regulation Section
1.704-l(b) (2) (ii) (d) (4), (5), or (6), and
such adjustment, allocation, or distribution
causes or increases an Adjusted Capital
Account Deficit for such Shareholder, then,
before any other allocations are made under
this Agreement or otherwise, such Shareholder
shall be allocated items of income and gain

<PAGE> Exhibit 10(l)
-------------
(173 of 187)

(consisting of a pro rata portion of each item
of NEWCO income, including gross income and
gain) in an amount and manner sufficient to
eliminate such Adjusted Capital Account
Deficit as quickly as possible.

(iii) Partnership Minimum Gain Chargeback. If
there is a net decrease in Partnership Minimum
Gain during any Fiscal Year, then, except as
provided in Regulation Section 1.704-2(f)(2 ),
(3), or (5) each Shareholder shall be
allocated items of income and gain for such
Fiscal Year (and, if necessary, for subsequent
Fiscal Years) in proportion to, and to the
extent of, such Shareholder's share of the net
decrease in Partnership Minimum Gain during
such Fiscal Year. If NEWCO has discretion on
the applicability of an exception provided
pursuant to Regulations Section 1.704-2(f)
(5), the Tax Matters Shareholder may exercise
such discretion on behalf of NEWCO. The Tax
Matters Shareholder may, if the application of
this Partnership Minimum Gain Chargeback
requirement would cause a distortion in the
economic arrangement among the Shareholders,
ask the U.S. Internal Revenue Service to waive
the minimum gain chargeback requirement
pursuant to Regulation Section 1.704-2(f)(4).
To the extent that this Section 3.3(a)(iii) is
inconsistent with Regulation Section
1.704-2(f) or incomplete with respect to such
Regulations, the Partnership Minimum Gain
Chargeback provided for herein shall be
applied and interpreted in accordance with
such Regulation.

(iv) Partner Nonrecourse Debt Minimum Gain
Chargeback. If there is a net decrease in
Partner Nonrecourse Debt Minimum Gain during
any Fiscal Year, then, except as provided in
Regulation Section 1.704-2(i)(4), each
Shareholder with a share of Partner

<PAGE> Exhibit 10(l)
-------------
(174 of 187)

Nonrecourse Debt Minimum Gain shall be
allocated items of income and gain for such
Fiscal Year (and, if necessary, for subsequent
Fiscal Years) in proportion to, and to the
extent of, such Shareholder's share of the net
decrease in Partner Nonrecourse Debt Minimum
Gain during such Fiscal Year. The Tax Matters
Shareholder may, if the application of this
Partner Nonrecourse Debt Minimum Gain
Chargeback requirement would cause a
distortion in the economic arrangement among
the Shareholders, ask the U.S. Internal
Revenue Service to waive the minimum gain
chargeback requirement pursuant to Regulations
Sections 1.704-2(f) (4) and 1.704-2(i)(4). To
the extent that this Section 3.3(a) (iv) is
inconsistent with Regulation Section
1.704-2(i) or incomplete with respect to such
Regulations, the Partner Nonrecourse Debt
Minimum Gain Chargeback provided for herein
shall be applied and interpreted in accordance
with such Regulation.

(v) Partner Nonrecourse Deductions. Partner
Nonrecourse Deductions shall be allocated
among the shareholders in accordance with the
ratios in which the Shareholders share the
economic risk of loss for the Partner
Nonrecourse Debt that gave rise to those
deductions. This allocation is intended to
comply with the requirements of Regulation
Section 1.704-2(i) and shall be interpreted
and applied consistently therewith.

(vi) Limited Effect and Interpretation. The
special rules set forth in Sections 3.3(a)(i),
(ii), (iii), (iv), and (v) (the "Regulatory
Allocations") shall be applied only to the
extent required by applicable Regulations for
the resulting allocations provided for in this

<PAGE> Exhibit 10(l)
-------------
(175 of 187)

Section 3.3, taking into account such
Regulatory Allocations, to be respected for
Federal income tax purposes. The Regulatory
Allocations are intended to comply with
therequirements of Regulation Section
1.704-1(b), 1.704-2, and 1.752-1 through
1.752-5 and shall be interpreted and applied
consistently therewith.

(vii) 704(b) Curative Allocations. Section
3.3(a)(i) and (ii) may not be consistent with
the manner in which the Shareholders intend to
divide NEWCO Profits, Losses, and similar
items. Accordingly, Profits, Losses, and
other items will be allocated among the
Shareholders in a manner consistent with
Regulation Sections 1.704-1(b) and 1.704-2 and
Section 3.3(a) so as to negate as rapidly as
possible any deviation from the manner in
which NEWCO Profits, Losses, and similar items
are intended to be allocated among the
Shareholders pursuant to Section 3.1 that is
caused by Section 3.3(a)(i) and (ii).

(viii) Change in Regulations. If the
Regulations' incorporation of the Regulatory
Allocations are hereafter changed or if new
Regulations are hereafter adopted, and such
changed or new regulations, in the opinion of
the Tax Matters Shareholder, make it necessary
to revise the Regulatory Allocations or
provide further special allocation rules in
order to avoid a significant risk that a
material portion of any allocation set forth
in this Article 4 would not be respected for
Federal income tax purposes, the Tax Matters
Shareholder shall propose such reasonable
amendments to this Agreement as, in the
opinion of the Tax Matters Shareholder, are
necessary or desirable, taking into account
the interests of the Shareholders as a whole
and all other relevant factors to avoid or

<PAGE> Exhibit 10(l)
-------------
(176 of 187)

reduce significantly such risk to the extent
possible without materially changing the
amounts allocable and distributable to any
Shareholder pursuant to this Agreement.
Subject to the approval of BTH, which shall
not be unreasonably withheld, the Shareholders
shall adopt such amendments.

(b) Special Allocations in the Event of Audit
Adjustments. The following special allocations
shall be made in the following order:

(i) If for any taxable period of NEWCO, NEWCO
is deemed to have income for tax purposes as a
result of a redetermination by a tax authority
of an item of income resulting from NEWCO's
provision of services, or its grant of a
license or sublicense to its intangible
property to any Shareholder or Affiliate of
any Shareholder, such income shall be
allocated to the Shareholder that received
such services, license or sublicense (or the
Shareholder whose Affiliate received such
services, license or sublicense) and any
related deemed cash distribution shall be
treated as having been made to the same
Shareholder.

(ii) If for any taxable period of NEWCO, NEWCO
is deemed to have a reduction in income for
tax purposes as a result of a redetermination
by a tax authority of an item of income
resulting from NEWCO's provision of services,
or its grant of a license or sublicense to its
intangible property to any Shareholder or
Affiliate of any Shareholder, such reduction
in income shall be allocated to the
Shareholder that received such services,
license or sublicense (or the Shareholder
whose Affiliate received such services,
license or sublicense) and any related deemed
cash contribution shall be treated as having
been made by the same Shareholder.

<PAGE> Exhibit 10(l)
-------------
(177 of 187)

(iii) If for any taxable period of a
Shareholder, such Shareholder is deemed to
have income for tax purposes as a result of a
redetermination by a tax authority of an item
of income resulting from the Shareholder's
provision of services, or its grant of a
license or sublicense to its intangible
property to NEWCO, any NEWCO deduction
associated with such redetermination of income
shall be allocated to the Shareholder that
provided such services, license or sublicense
and any related deemed cash contribution
shall be treated as having been made by the
same Shareholder.

(iv) If for any taxable period of a Sharehold-

er, such Shareholder is deemed to have a
reduction in income for tax purposes as a
result of a redetermination by a tax authority
of an item of income resulting from the
Shareholder's provision of services, or its
grant of a licence or sublicense to its
intangible property to NEWCO, any reduction of
a NEWCO deduction associated with such
redetermination shall be allocated to the
Shareholder that provided such services,
license or sublicense, and any related deemed
cash distribution shall be treated as having
been made to the same Shareholder.

3.4 Restoration of Negative Capital Accounts.

At no time shall a Shareholder with a negative balance in its
Capital Account have any obligation to NEWCO or to another
Shareholder to restore such negative balance.

3.5 Allocations to Transferred NEWCO Interests. Profits,
losses, gains, deductions and expenses allocated to a NEWCO
interest transferred during a Fiscal Year shall be allocated
to each Person who was the holder of a NEWCO interest for an

<PAGE> Exhibit 10(l)
-------------
(178 of 187)

interim period during such Fiscal Year in respect of which
interim period the books of NEWCO shall be closed, or in any
other manner permitted by the Code and agreed to by the
transferee and the transferor of the NEWCO interest. The
effective date of the assignment shall be the actual date of
the transfer as recorded on the books of NEWCO.

3.6 Tax Allocations. Code Section 704(c).

(a) In General. In accordance with Code Section
704(c) and the Regulations thereunder, income,
gain, loss, and deduction with respect to any
property contributed to the capital of NEWCO shall,
solely for U.S. federal income tax purposes, be
allocated among the Shareholders so as to take
account of any variation between the adjusted basis
of such property to NEWCO for U.S. federal income
tax purposes and its initial fair market value.

(b) Revaluations. In the event the assets
reflected in the Capital Accounts of the
Shareholders are adjusted pursuant to Code Section
704(b) and the Regulations thereunder, subsequent
allocations of income, gain, loss, and deduction
with respect to any asset so adjusted shall take
account of any variation between the adjusted basis
of such asset for U.S. federal income tax purposes
and the value as adjusted in the same manner as
under Code Section 704(c) and the Regulations
thereunder.

(c) 704(c) Ceiling Allocations. To correct any
distortions in allocations ("704(c) Ceiling
Allocations") created by the rules of Code Section
704(c) and the regulations thereunder (the "ceiling
rule"), NEWCO may make allocations of items that
differ from the allocation of such items for book
purposes so that, to the extent possible, equal
allocations of book and tax items may be made to
noncontributing Shareholders. Such allocations
shall be made in the discretion of the Tax Matters
Shareholder and shall be consistent with the
requirements of the Regulations under Code Section
704(c). If NEWCO does not have other tax items of

<PAGE> Exhibit 10(l)
-------------
(179 of 187)

income, gain, loss, or deduction sufficient in
amount and of the same type to equalize allocations
of book and tax items, the Tax Matters Shareholder
may elect to make 704(c) Ceiling Allocations in the
next succeeding taxable year in which it has
sufficient other items of the same type.

ARTICLE IV. ACCOUNTING, REPORTS AND TAX MATTERS.

4.1 Books and Records.

In addition to the financial information required to be kept
by Sections 14 and 15 of the Agreement, NEWCO shall maintain
such books and records as are necessary for the preparation of
U.S. Federal, state, and local income and franchise tax
returns (in U.S. dollars) and shall maintain such books and
records in the manner requested by the Tax Matters Shareholder
for the review of the U.S. Internal Revenue Service.

4.2 Annual Tax Returns.

The Independent Accountants shall prepare all required U.S.
income and franchise tax returns, drafts of which shall be
furnished to the Shareholders 60 days before the filing
deadline as extended for review. Subject to Section 1.19, the
Tax Matters Shareholder shall approve of such tax returns and
file all required U.S. income and franchise tax returns. The
Tax Matters Shareholder is hereby authorized to take all acts,
make all elections, and take whatever reasonable steps are
required to maximize, in the aggregate, the Federal, state and
local income tax advantages available to NEWCO's Shareholders
and shall defend all tax audits and litigation with respect
thereto.

4.3 Withholding. NEWCO shall comply with all withholding
requirements under U.S. Federal, state, and local law and
shall remit amounts withheld to, and files required forms
with, the applicable authorities. To the extent NEWCO is
required to withhold and pay over any amounts to any authority
with respect to distributions or allocations to any
Shareholder, the amount withheld shall be treated as a

<PAGE> Exhibit 10(l)
-------------
(180 of 187)

distribution in the amount of the withholding to that
Shareholder. In the event of any claimed overwithholding, the
Shareholder shall have no rights against NEWCO or any other
Shareholder. In the event of any claimed overwithholding, the
Shareholder shall have no rights against NEWCO or any other
Shareholder. If the amount required to be withheld was not
withheld from actual distributions, NEWCO may, at its option,
(i) require the Shareholder to which the withholding was
credited to reimburse NEWCO for such withholding or (ii)
reduce any subsequent distributions by the amount of such
withholding. Each Shareholder agrees to furnish NEWCO with
any representations and forms as shall reasonably be requested
by NEWCO to assist it in determining the extent of, and in
fulfilling, its withholding obligations.

ARTICLE V - OTHER MATTERS

5.1 Tax Losses (as defined for the purposes of Clause 16)
shall not be surrendered by way of group relief to the A
Shareholder in excess of the proportion set forth in Claus
16.2(a). The references in paragraphs (a) to (d) below to
"MCH's share of UK tax loss" in relation to a Financial Year
shall mean the proportion of the Tax Losses for the Financial
Year which may not be surrendered to Claimant Companies (as
defined in Clause 16.1(a)) by virtue of the restriction in
Clause 16.2(a).

5.2 In accordance with the principles set out in Section 5.1
above, NEWCO will, in relation to each Financial Year,
issue:

(a) An annual statement of the amount of MCH's
share of UK tax loss attributable to its interest
in NEWCO;

(b) An annual certification that no portion of
MCH's share of UK tax loss, expenses, or deductions
taken into account in computing MCH's share of UK
tax loss has been, or will be, used to offset the
income of any other person other than NEWCO under
the income tax laws of any country other than the

<PAGE> Exhibit 10(l)
-------------
(181 of 187)

US, (for this purpose any agreement between NEWCO
and its UK shareholders whereby, company's losses
have been surrendered to any of its UK
shareholder(s) will be forwarded in writing to
MCH); and

(c) An annual certification that arrangements have
been made to ensure that no portion of MCH's share
of UK tax loss will be used to offset the income of
another person other than NEWCO under the laws of a
country other than the US and that MCH will be
informed of any such foreign use of any portion of
MCH's share of UK tax loss;

(d) Company shall notify MCH in writing if in any
Financial Year up to and including the 15th
Financial Year following the year in which MCH's
share of UK tax loss was incurred, any portion of
the losses, expenses, or deductions taken into
account in computing MCH's share of company's UK
tax loss is used by any means to offset the income
of any other person other than NEWCO under the
income tax laws of a country other than the US.

<PAGE> Exhibit 10(l)
-------------
(182 of 187)

SCHEDULE 5

List of Contracts

The Infonet Shareholders Services Agreement and related sales,
marketing and support arrangements with Infonet.

The Intellectual Property Co-Development Agreement among
certain parties and MCI Telecommunications Corporation dated
December 18, 1992 and related agreements.

MCI Calling Card Marketing Arrangements, to the extent MCI
Calling Card services may be an Enhanced and Value Added
Telecommunications Service.

MCI Mail Distribution Agreements.

MCI's participation in FNA.

<PAGE> Exhibit 10(l)
-------------
(183 of 187)

SCHEDULE 6

Treatment of Newco Funding from Early Start Completion to
Closing

Pursuant to Clause 6.10(c) of the Agreement, the Parties agree
to comply with the terms of this Schedule 6 in order to
calculate the Loss Adjustment.

1. Definitions

For the purposes of this Schedule 6, capitalised terms shall
have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms
defined);

"Losses" means the total expenses of NEWCO less its total
revenues for the Early Start Term as set out in the Statement;

"the Loss Adjustment" means an amount equal to (a) 0.6956
multiplied by (b) the Losses;

"Accrued Start-up Costs" means any Start-up Costs of MCI and
any MCI and BT Initial Development Costs;

"the Statement" means the statement prepared by NEWCO pursuant
to Clause 2 of this Schedule 6;

"Start-up Costs" has the same meaning as in the Early Start
Agreement;

2. The Statement

NEWCO shall prepare and submit to the Shareholders at the
same time as the proposed Closing Balance Sheet pursuant
to Clause 6.5 of the Agreement, a consolidated statement
of the profit and loss of the NEWCO Group for the Early
Start Term (the "Statement") for the purpose of
determining the Losses. Such Statement shall be in the
format set out in the First AOPB and shall be prepared in
accordance with all relevant statutes and generally

<PAGE> Exhibit 10(l)
-------------
(184 of 187)

accepted United Kingdom accounting principles, including
all relevant Statements of Standard Accounting Practice
consistent with such principles, practices and standards
as are applied by BT in its consolidated audited accounts
subject to the software and technology development
expenditure being treated as an expense. Such Statement
shall not include any Accrued Start-up Costs.

3. Syncordia Goodwill

No goodwill created as a consequence of completion of the
Syncordia Acquisition Agreement shall be treated as:

(a) an asset in the Early Start Balance Sheet
and/or the Closing Balance Sheet except as provided
in Clause 6.10(b) of this Agreement; or

(b) as a loss for the calculation of Losses.

<PAGE> Exhibit 10(l)
-------------
(185 of 187)

ANNEX 1

Form of Comfort Letter
from the EC Commission

ARTICLE 85(3) COMFORT LETTER EXHIBIT

Closing Condition 2.(b)(ii)(C)
Version 1

[Commission of The European Communities
Directorate-General for Competition IV/B- ]

Re: Case No. IV [ ]
Notification of BT/MCI Agreements

Dear Sirs,

I refer to the above notification.

[The Commission has made a number of observations in relation
to the agreements. The parties have agreed to amend the
agreements in order to reflect the Commission's observations.]

On the basis of the information provided on notification
concerning the agreements between BT and MCI, the Commission's
Directorate-General for Competition has now completed a
preliminary examination of this case.

The result of this examination is that the agreements [as
amended] appear to contain restrictions of competition falling
under the prohibition of Article 85(1) of the EEC Treaty,
namely
...
However, the Directorate-General for Competition takes the
view that you have provided sufficient prima facie
justification for an exemption to be granted by the Commission
[or that the agreements would be eligible for exemption under
Article 85(3) of the Treaty].

<PAGE> Exhibit 10(l)
-------------
(186 of 187)

It has been agreed with you that the notification under
consideration may be dealt with by means of an administrative
letter closing the file.

A notice concerning the agreements was published in the
Official Journal of the European Communities No. C... of ...
. The Directorate-General for Competition has received no [or
has received] observations from interested third parties
following publication of that notice.

The Directorate-General for Competition, therefore, considers
that it is not necessary to conclude the procedure by
proposing to the Commission to adopt a formal decision
granting an exemption under Article 85(3), as laid down in
Article 6 of Council Regulation 17/62, and the file will thus
be closed.

However, the case could be reconsidered if the factual or
legal situation changes as regards an essential aspect of the
agreements which affects their evaluation.

Naturally any re-opening of this file would be without
prejudice to the legal consequence of the notification,
particularly as regards the immunity from fines provided by
Article 15(5) of Council Regulation 17/62.

Yours faithfully

Director

<PAGE> Exhibit 10(l)
-------------
(187 of 187)

ARTICLE 85(3) COMFORT LETTER EXHIBIT

Closing Condition 2.(b)(ii)(C)
Version 2

[Commission of The European Communities
Directorate-General for Competition IV/B- ]

Re: Case No. IV [ ]
Notification of BT/MCI Agreements

Dear Sirs,

I refer to your notification of .... of the above agreements.

The Commission has made a number of observations in relation
to these agreements. Reference is made in particular to my
letter of .... . The parties have agreed to amend the
agreements [or to give the undertaking, or comply with the
condition that ....] in order to reflect the Commission's
observations, and give that amendment [or undertaking, or
indicated their willingness to comply with that condition] to
the Commission by letter dated .... .

On that basis I can therefore confirm that, at this stage of
the procedure, I have come to the conclusion that the
conditions for an individual exemption under Article 85(3)
appear to be fulfilled.

Thus, it will be proposed to the Commission to initiate a
procedure under Article 6 of Regulation No. 17, in order for
an exemption pursuant to Article 85(3) of the Treaty to be
made. In this respect, my services are preparing, in
conformity with the application of Article 19(3) of Regulation
No. 17, the publication of a summary of your notification in
order to invite all interested third parties to submit their
observations to the Commission.

Yours faithfully

Director

Exhibit 11
----------
(1 of 3)

MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(In millions, except per common share amounts)

FOR THE YEAR ENDED
DECEMBER 31, 1994

ASSUMING
PRIMARY FULL DILUTION

Net income ............................... $795 $795
Dividends on preferred stock.............. (1) (1)
---- ----
Earnings applicable to common
stockholders............................ $794 $794
==== ====

Adjustment of shares outstanding:
Weighted average shares of common stock
outstanding............................. 597 597
Shares of common stock issuable upon the
assumed exercise of common stock
equivalents............................. 41 41
Shares of common stock assumed repurchased
for treasury(a)......................... (34) (34)
---- ----

Adjusted shares of common stock and common
stock equivalents for computation....... 604 604
==== ====

Earnings per common share................... $1.32 $1.32
===== =====
--------------------------------

(a) At an average market price of $23.58 for primary and fully diluted as
the December 31, 1994 market price of $18.38 was less than the average
market price of $23.58.

<PAGE>
Exhibit 11
----------
(2 of 3)

MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(In millions, except per common share amounts)

FOR THE YEAR ENDED
DECEMBER 31, 1993

ASSUMING
PRIMARY FULL DILUTION

Income before extraordinary item.......... $ 627 $ 627
Loss on early debt retirements, less
applicable income tax benefit of
$26 million............................. 45 45
----- -----
Net income ............................... 582 582
Dividends on preferred stock.............. (1) (1)
----- -----
Earnings applicable to common
stockholders............................ 581 581

Add back:
Convertible preferred stock dividends..... 1 1
----- -----
Earnings as adjusted for purposes of
computing earnings per share............ $ 582 $ 582
===== =====
Adjustment of shares outstanding:
Weighted average shares of common stock
outstanding(b).......................... 524 524
Assumed conversion of preferred stock..... 27 27
Shares of common stock issuable upon the
assumed exercise of common stock
equivalents............................. 51 51
Shares of common stock assumed repurchased
for treasury(c)......................... (40) (35)
----- -----
Adjusted shares of common stock and common
stock equivalents for computation....... 562 567
===== =====
Earnings per common and common equivalent shares:
Income before extraordinary item.......... $1.12 $1.11
Loss on early debt retirements............ (.08) (.08)
----- -----
$1.04 $1.03
===== =====
--------------------------------

(b) Amounts have been retroactively restated to reflect a two-for-one stock
split effected in the form of a 100% stock dividend declared in the second
quarter of 1993.

(c) At an average market price of $25.24 for primary. The December 31, 1993
market price of $28.25 for fully diluted was used as it is higher than the
average 1993 market price of $25.24.

<PAGE>
Exhibit 11
----------
(3 of 3)

MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(In millions, except per common share amounts)

FOR THE YEAR ENDED
DECEMBER 31, 1992

ASSUMING
PRIMARY FULL DILUTION

Net income ............................... $609 $609
Dividends on preferred stock.............. (20) (20)
---- ----
Earnings applicable to common
stockholders............................ $589 $589
==== ====

Adjustment of shares outstanding:
Weighted average shares of common stock
outstanding(b).......................... 524 524
Shares of common stock issuable upon the
assumed exercise of common stock
equivalents............................. 40 40
Shares of common stock assumed repurchased
for treasury(d)......................... (32) (28)
---- ----

Adjusted shares of common stock and common
stock equivalents for computation....... 532 536
==== ====

Earnings per common share................... $1.11 $1.10
===== =====
--------------------------------

(d) At an average market price of $16.99 for primary. The December 31, 1992
market price of $19.81 for fully diluted was used as it is higher than the
average 1992 market price of $16.99.

Exhibit 12
-----------
MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
<TABLE>
Computation of Ratio of Earnings to Fixed Charges
(In millions, except ratio amounts)
(unaudited)
<CAPTION>
Year Ended December 31,
------------------------------------------
1994 1993 1992 1991 1990
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Earnings:
Income before
income taxes and
extraordinary item
per income statement $1,280 $1,045 $ 963 $ 848 $ 440

Add:
Fixed charges 315 315 346 334 321

Less:
Capitalized interest 78 61 52 58 49
------ ------ ------ ------ ------

Total earnings $1,517 $1,299 $1,257 $1,124 $ 712
====== ====== ====== ====== ======

Fixed Charges:
Fixed charges on
indebtedness,
including amortization
of debt discount and
premium $ 231 $ 239 $ 270 $ 270 $ 262

Interest portion of
operating lease
rentals (a) 84 76 76 64 59
------ ------ ------ ------ ------

Total fixed charges $ 315 $ 315 $ 346 $ 334 $ 321
====== ====== ====== ====== ======

Ratio of earnings to
fixed charges 4.82 4.12 3.63 3.37 2.22
====== ====== ====== ====== ======

(a) The interest portion of operating lease rentals is calculated as one
third of rent expense which represents a reasonable approximation of the
interest factor.

</TABLE>

Exhibit 13
----------
<TABLE> (Page 1 of 33)
SELECTED FINANCIAL INFORMATION
MCI Communications Corporation and Subsidiaries
<CAPTION>
Year ended December 31, 1994 1993 1992 1991 1990
------ ------ ------ ------ ------
(In millions, except per share amounts and employees)
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Revenue $ 13,338 $ 11,921 $10,562 $ 9,491 $ 8,454
Total operating expenses (11,882) (10,653) (9,351) (8,400) (7,834)

INCOME FROM OPERATIONS 1,456 1,268 1,211 1,091 620
Interest expense (153) (178) (218) (212) (213)
Interest income 50 8 3 6 21
Income before extraordinary item 795 627 609 551 299
Net income 795 582 609 551 299

EARNINGS APPLICABLE TO
COMMON STOCKHOLDERS 794 581 589 522 270
Earnings per common and common
equivalent shares:
Income before extraordinary item 1.32 1.12 1.11 1.00 .53
Loss on early debt retirements - (.08) - - -
---- ---- ---- ---- ----
Total 1.32 1.04 1.11 1.00 .53
Cash dividends per share .05 .05 .05 .05 .05

BALANCE SHEET
Cash and cash equivalents and
marketable securities $ 3,092 $ 165 $ 235 $ 51 $ 231
Gross investment in communications system 13,408 11,618 10,316 9,684 8,708
Annual investment in communications system 2,885 2,095 1,371 1,381 1,283
Total assets 16,366 11,276 9,678 8,834 8,249
Long-term debt 2,997 2,366 3,432 3,104 3,147
Stockholders' equity 9,004 4,713 3,150 2,959 2,340

OPERATIONS
Capacity circuit miles 4,767 3,556 2,107 1,888 1,477
Billable calls 19,411 16,484 14,245 12,189 9,914
Number of full-time employees 40,667 36,235 30,964 27,857 24,509

In 1994, British Telecommunications plc (BT) completed the purchase of 136 million shares of
the company's recently authorized Class A common stock for $4.3 billion, resulting in a 20 percent
voting interest in the company. This was achieved by the issuance of 108.5 million shares of
Class A common stock to BT for $3.5 billion on September 30, 1994 and BT's conversion of
13,736 shares of Series D convertible preferred stock, purchased for $830 million in June 1993, into
27.5 million shares of Class A common stock. This investment is reflected in stockholders' equity.

All per share amounts prior to and including 1993 have been retroactively restated as a result
of a two-for-one stock split in the form of a 100% stock dividend issued on July 9, 1993.

In August 1990, the company acquired all the outstanding shares of common stock of
Telecom*USA. The acquisition was accounted for as a purchase; accordingly, the net assets and results of
operations of Telecom*USA are included in the information above since the acquisition date.
</TABLE>
-4-
<PAGE> (Page 2 of 33)
MANAGEMENT'S DISCUSSION AND ANALYSIS - OVERVIEW
MCI Communications Corporation and Subsidiaries

The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding
of the company's consolidated results of operations and financial
condition. The discussion should be read in conjunction with the
consolidated financial statements and notes thereto.

In 1994, the company continued to operate in a single industry
segment, the long distance telecommunications industry. More than
90% of its operating revenue and assets relate to activities in
this industry.

Financial Summary
-----------------
Revenue grew $1.4 billion or 12% to $13.3 billion in 1994 versus
13% and $1.4 billion in 1993. The company's revenue growth was 38%
of the total industry revenue growth estimated at $3.8 billion in
1994. Also in 1994, the company's revenue and traffic grew at the
same rate, marking an improvement in the variance between revenue
and traffic growth experienced during 1993.

1994 vs 1993 1993 vs 1992
------------ ------------
% increase in revenue 12% 13%
% increase in traffic 12% 14%
---- ----
Revenue to traffic variance - (1)%
---- ----
The positive movement resulted primarily from growth in
international and data revenue in 1994. Although international and
data revenues are expected to continue to provide a positive impact
on this variance in 1995, competitive pressures in the consumer
marketplace may have an unfavorable impact. The revenue to traffic
variance in 1993 generally reflected the impact of various product
promotions and discounts, changes in the mix of products sold and
migration of some business customers to lower-priced products.

Income from operations increased 15% to $1,456 million in 1994 from
$1,268 million in 1993, following a 5% increase in 1993. Operating
margins increased to 10.9% in 1994 from 10.6% in 1993. The 1994
increase was primarily attributable to cost savings realized in
telecommunications expense. In 1994 and 1993, operating income was
affected by unusual items of $133 million and $150 million,
respectively. Excluding these items, which are discussed below,
operating income and margins would have been $1,589 million or
11.9%, and $1,418 million or 11.9%, in 1994 and 1993, respectively.

Earnings were $794 million or $1.32 per share, $581 million or
$1.04 per share and $589 million or $1.11 per share, for 1994, 1993
and 1992, respectively. The investment in the company by British
Telecommunications plc (BT), completed on September 30, 1994, had a
dilutive impact on earnings per share in 1994 and 1993, and will

-5-(Cont'd)
<PAGE> (Page 3 of 33)

have a full year dilutive impact on earnings per share in 1995.
All earnings per share amounts have been restated as a result of a
two-for-one stock split in the form of a 100% stock dividend issued
on July 9, 1993.

Excluding unusual items and an extraordinary loss on early debt
retirements in 1993, earnings per share in 1994 and 1993 would have
been $1.47 and $1.28, respectively. The 1994 unusual pre-tax items
of $148 million consisted of $70 million incremental advertising
and sales expense related to the launch of networkMCI BUSINESS***,
a $63 million additional depreciation charge to recognize the
reduced utility of older asynchronous fiber-optic transmission and
other equipment, a $25 million charge in connection with the
settlement of two 900 service class action lawsuits and a $10
million gain on the sale of the company's interest in AAP
Telecommunications Pty. Ltd. (AAPT). The 1993 pre-tax charge of
$150 million was primarily to recognize costs associated with the
company's strategic realignment, streamlining of engineering and
network operations facilities and relocation of certain operations
to lower cost areas, virtually all of which were completed in 1994.
In addition, 1993 included an extraordinary loss of $45 million,
net of tax benefit, for the early retirement of debt.

British Telecommunications Investment
-------------------------------------
On September 30, 1994, the company and BT completed their global
alliance. This alliance enables both companies to draw upon their
combined technical, financial and marketing strengths to provide
enhanced and value-added global telecommunications services. This
alliance included several financial transactions. First, BT
purchased a 20% voting interest in the company for approximately
$4.3 billion at a blended purchase price of $32 per share. This
amount included $830 million paid in June 1993. Second, the
company invested approximately $79 million for a 24.9% interest in
Concert Communications Company (Concert), a business venture
launched by BT in July 1994 to provide global telecommunications
services for business customers. The company intends to continue
making contributions to Concert in order to maintain its
proportionate interest. Third, reflecting the geographic world
marketing segmentation as envisioned in the alliance, the company
purchased from BT both substantially all of the operations of BT
North America Inc. (BTNA) in January 1994 for $108 million and a
23.5% interest in Belize Telecommunications Ltd. in February 1995
for approximately $19 million. The company also divested its
interest in AAPT of Australia in October 1994.

Alliances, Investments and Initiatives
--------------------------------------
In January 1994, the company announced the formation of MCImetro*,
a wholly-owned subsidiary, which will provide a full range of basic
and enhanced local telecommunications services through fiber-optic
networks and local switching centers throughout the U.S., as
regulatory authorities permit. The company's goals, with respect
to MCImetro, are to reduce the fees it pays to local phone

-6-(Cont'd)
<PAGE> (Page 4 of 33)

companies to access its customers and to prepare for the provision
of local telecommunications services as the local market becomes
competitive. MCImetro has applications with utility regulators
pending in 6 states to provide local phone service and is
authorized to provide local service in the following five states:
Maryland, Washington, New York, Massachusetts and Wisconsin.
MCImetro is engineering and constructing networks in a number of
U.S. cities and currently owns or operates conduit and fiber cable
facilities in more than 200 U.S. cities. The company is planning
capital expenditures of approximately $500 million for MCImetro
during 1995 and expects to make significant additional investments
in MCImetro over the next several years.

In June 1994, the company made an investment in In-Flight Phone
Corporation (In-Flight). In-Flight provides airline passengers
digital air-to-ground communications services.

In September 1994, the company launched networkMCI BUSINESS, an
integrated software application which provides e-mail, fax
messaging, information services/automated news monitoring, document
sharing, and videoconferencing capability and which will soon
provide access to online multimedia business catalogs and the
Internet.

In October 1994, the company formed a Mexican alliance, AVANTEL,
S.A. (AVANTEL), which along with the company's alliance with
Stentor in Canada, will complete its seamless North American
network. AVANTEL is a business venture formed by the company and
Grupo Financiero Banamex-Accival (Banacci) to provide competitive
domestic and international long distance telecommunications
services in Mexico. The company's cash investment in the business
venture is expected to be $450 million over the next several years.
The transaction with Banacci is subject to the grant of a
concession from the government of Mexico and the satisfaction of
various other conditions.

In January 1995, the company formalized agreements with two of the
nation's largest wireless messaging companies, SkyTel Corporation
and Paging Network, Inc., that will enable the company to integrate
paging and wireless messaging services with certain of the
company's residential and business products. Following the
execution of these agreements, the company introduced networkMCI
PAGING* and Friends & Family Paging*, which is a component of
Friends & Family Connections*. Friends & Family Connections is a
new offering for the residential consumer which combines paging and
electronic mail along with the company's voice offerings. The
company is exploring other alternatives to enable it to compete
successfully in the nationwide wireless markets.

As most of the aforementioned alliances and investments are in the
early stages of development, the company anticipates net losses on
them in 1995.

-7-(Cont'd)
<PAGE> (Page 5 of 33)
Recent Accounting Pronouncements
--------------------------------
The American Institute of Certified Public Accountants (AICPA) has
issued Statement of Position (SOP) 93-7, "Reporting on Advertising
Costs." SOP 93-7 provides guidance on accounting and reporting of
advertising costs. In general, SOP 93-7 requires reporting the
costs of all advertising as expenses in the periods in which the
costs are incurred, or the first time the advertising takes place.
One exception is for direct-response advertising, the primary
purpose of which is to elicit sales to customers who could be shown
to have responded specifically to the advertising, and which
results in probable future benefits. Such direct-response
advertising costs should be recorded as assets and amortized over
the estimated period of the benefits. SOP 93-7 is effective for
financial statements for years beginning after June 15, 1994. The
company anticipates that SOP 93-7 will not have a material impact
on the company's results of operations in 1995.

The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 119, "Disclosure About
Derivative Financial Instruments and Fair Value of Financial
Instruments." SFAS No. 119 requires disclosures about amounts,
nature, terms of derivative financial instruments and whether
financial instruments are held or issued for trading purposes.
SFAS No. 119 is effective for financial statements issued for
fiscal years ending after December 15, 1994. The company uses
derivatives to manage interest rate risk and foreign currency rate
fluctuations. It does not engage in speculation. As of December
31, 1994, the amount of derivative financial instruments held by
the company was not material.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
MCI Communications Corporation and Subsidiaries

Revenue
-------
Business Markets

Revenue and traffic volume in the business market grew in 1994 and
1993 primarily as a result of the continued success of the
company's virtual private network product (Vnet**), its Vision**
and Preferred** products, particularly the 800 service components
of these products, and international traffic. A portion of this
growth was attributable to the FCC's 800 service number portability
ruling which took effect in May 1993. Traffic and revenue growth
in these periods were also enhanced by the company's introduction
of its Proof Positive** service in 1993, which continued to be a
success in 1994. The company's various data products also
experienced revenue growth during 1994, attributable in part to the
company's purchase of BTNA, and are expected to continue to grow
due to the anticipated increases in demand.

-9-(Cont'd)
<PAGE> (Page 6 of 33)
Consumer Markets

Increased competitive pressure in the consumer market caused
residential traffic and revenue to grow at a slower rate in 1994
than 1993. Revenue and traffic growth in both 1994 and 1993 was
derived primarily from the company's Friends & Family** brand of
products, 1-800-COLLECT**, and the international and multilingual
markets.

Although the company anticipates continued revenue growth in the
consumer market, the previously mentioned decline in the rate of
revenue growth could continue into 1995. In response to these
competitive pressures, in January 1995, the company announced an
extension to the Friends & Family brand of products, NEW Friends &
Family**. NEW Friends & Family, a part of Friends & Family
Connections, is a more flexible discount program designed to
reestablish the company's savings position and benefit a wider
range of consumers. While the company expects this product to be
well-received, it is too early to evaluate its impact on the
company's results of operations.

Telecommunications Expense
--------------------------
The principal components of telecommunications expense are the cost
of access facilities provided by local exchange carriers and other
domestic service providers, and payments made to foreign telephone
companies (international settlements) to complete calls made from
the U.S. by the company's customers. Telecommunications expense as
a percentage of revenue decreased to 51.9% in 1994 from 53.5% in
1993 and 53.8% in 1992. These decreases were due to reductions in
domestic access and international settlement rates, and to
efficiencies resulting from operator services automation. The
company expects access and international settlement charges to
continue to trend downward in 1995.

Sales, Operations and General
-----------------------------
Sales, operations and general expenses increased as a percentage of
revenue to 28.4% in 1994 from 27.8% in 1993 and 26.5% in 1992.
Excluding incremental expenses of $70 million for the launch of
networkMCI BUSINESS in 1994 and the $150 million realignment charge
in 1993, sales, operations and general expenses would have been
27.9% and 26.5% of revenue in 1994 and 1993, respectively. The
1994 increase as a percentage of revenue was primarily due to
higher personnel costs, higher levels of advertising, and related
sales and marketing expenses.

Depreciation
------------
Depreciation expense was $1,176 million in 1994 and $970 million in
1993, an increase of 21% and 11%, respectively, over the prior
year. These increases correspond with the company's continuing
expansion of its communications network. Included in the 21%
increase in 1994 was an additional $63 million depreciation charge
to recognize the reduced utility of older asynchronous fiber-optic

-9-(Cont'd)
<PAGE> (Page 7 of 33)

transmission equipment and to reflect the results of an asset
utilization review. The company expects depreciation expense to
continue to increase with the expansion of the communications
system network.

Other
-----
Interest expense decreased in 1994 and 1993 from the prior years.
These decreases resulted from lower average debt balances combined
with increases in capitalized interest, which is consistent with
the company's increased investment in its communications system
during 1994 and 1993. The decrease in 1993 interest expense
compared to 1992 was also a result of interest savings from the
early retirement of debt and a decline in interest rates during
1993.

Interest income increased significantly in 1994 from 1993 and 1992
due to investment of the BT proceeds. The amount of interest
income to be recognized in 1995 will depend upon the timing and
investment of existing cash balances currently invested in short
and medium-term marketable securities.

Other expense, net increased by $20 million in 1994 primarily due
to a $25 million charge in connection with the settlement of two
class action suits relating to the provision of 900 services and to
a $16 million loss related to the company's share of the newly
formed business venture, Concert, offset by a $10 million gain on
the sale of the company's equity investment in AAPT. Due to the
start-up nature of Concert, losses of $10 to $15 million per
quarter are expected to continue in 1995.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION,
LIQUIDITY AND CAPITAL RESOURCES
MCI Communications Corporation and Subsidiaries

The Balance Sheet shows the company's financial condition at 1994
year end compared with the previous year end. This section
provides information to assist in assessing factors such as the
company's liquidity and financial resources.

Working Capital
---------------
The company had positive working capital (current assets less
current liabilities) of $1.8 billion as of December 31, 1994, while
it had a working capital deficit of $600 million as of December 31,
1993. The significant increase is primarily attributable to the
$3.5 billion received by the company in September 1994 from BT.
Approximately $2.2 billion of these proceeds were invested in
short-term marketable securities. The remaining funds were
invested in high-grade medium-term marketable securities which
primarily have maturities of less than three years, as of December
31, 1994. In addition, during 1994 the company repaid $93 million
principal amount of maturing Senior Notes.

-11-(Cont'd)
<PAGE> (Page 8 of 33)
Communications System
---------------------
In 1994, the company continued to increase its investment in its
communications system to increase network capacity and capability
and to enhance network intelligence to meet customers' increasing
demands for new products and services and to improve redundancy.
Synchronous Optical Network (SONET) technology, which enables the
provision of high-speed multimedia applications and information
services, is now being deployed throughout the company's domestic
network and is expected to be operational on international routes
by year end 1995. Cash outflows for the communications system and
customer-specific equipment were approximately $2.9 billion and
$1.7 billion in 1994 and 1993, respectively. The company's
investment during 1994 was funded with cash generated from
operating activities, debt issuances and the BT proceeds.
Retirements were $1.1 billion and $792 million in 1994 and 1993,
respectively.

Funding of Alliances, Investments and Initiatives
-------------------------------------------------
In 1995, the company plans to spend approximately $3 billion on
capital expenditures. This includes $2.3 billion for the network,
$500 million for MCImetro and $200 million for new service
initiatives. In addition, the company expects to invest
approximately $450 million on strategic investments. This funding
will be achieved with the company's existing cash and cash
equivalents, marketable securities and cash flows from operating
activities. Cash and cash equivalents and marketable securities as
of December 31, 1994 totaled approximately $3.1 billion. The
company also has available a $2 billion bank credit facility which
expires in July 1999 and is available to support the company's
commercial paper program. In addition, on December 30, 1994, the
company filed a $1 billion shelf registration which will enable the
company to issue debt securities with a range of maturities at
either fixed or variable rates. There were no amounts outstanding
under such registration statement, the commercial paper program or
the credit facility at December 31, 1994.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF CASH FLOWS
MCI Communications Corporation and Subsidiaries

Changes in cash and cash equivalents result from changes in cash
flows from operating, financing and investing activities which are
explained below. Earnings before interest, taxes, depreciation
and amortization (EBITDA) is another measure of the company's
ability to generate cash flows.

EBITDA
------
EBITDA, excluding unusual items, increased 13% to $2,702 million in
1994 from $2,388 million in 1993. Many investment professionals
consider EBITDA, also known as operating cash flow, to be a useful
indicator of the company's ability to generate cash flow. EBITDA
should be considered in addition to, but not as a substitute for,
or superior to, operating income, net income, cash flow, and other
measures of financial performance reported in accordance with
generally accepted accounting principles.

-13-(Cont'd)
<PAGE> (Page 9 of 33)
Cash From Operating Activities
------------------------------
Cash from operating activities increased 19% and 15% in 1994 and
1993, respectively, paralleling the growth in the company's income
from operations in such periods. In general, cash from operating
activities has been the company's primary source of cash to finance
capital expenditures and other investments. In 1994, financing
activities were also a significant source of cash as a result of
the BT transaction and debt issuances.

Cash Used for Investing Activities
----------------------------------
Cash used for investing activities grew in 1994 and 1993, mainly
because of increases in year-over-year expenditures for the
company's communications system of $1,155 million and $384 million
in 1994 and 1993, respectively. The continued investment in the
company's transmission network, switching facilities and SONET
technology was required to meet customers' demands for new
services, redundancy and enhanced network intelligence.
Additionally, during 1994, the company invested most of the BT
proceeds in short and medium-term marketable securities, purchased
substantially all the operations of BTNA for $108 million, made an
investment in Concert of $79 million and completed several other
strategic investments totaling $97 million.

Cash From Financing Activities
------------------------------
Cash from financing activities increased significantly in 1994 as
a result of the issuance of 108.5 million shares of Class A common
stock to BT for a cash payment of $3.5 billion on September 30,
1994. As a result of this equity infusion from BT, the company's
ratio of debt to total capitalization, defined as total debt to
total debt plus equity, has declined to 26% at December 31, 1994
from 35% at December 31, 1993. In March 1994, the company issued
an aggregate principal amount of $950 million of Senior Notes and
Debentures and from these issuances repaid commercial paper
borrowings with a substantial portion of the proceeds. The
remaining proceeds were used for general corporate purposes.
During 1994, the company also repaid $93 million of maturing Senior
Notes.

-13-
-------------------------------------------------------------------------
* MCImetro, networkMCI PAGING, Friends & Family Paging and Friends
& Family Connections are service marks of MCI Communications
Corporation.

** Vnet, MCI Vision, MCI Preferred, Proof Positive, Friends &
Family, 1-800-COLLECT and NEW Friends & Family are registered
service marks of MCI Communications Corporation.

*** networkMCI BUSINESS is a trademark of MCI Communications
Corporation.

<PAGE> (Page 10 of 33)
INCOME STATEMENTS
MCI Communications Corporation and Subsidiaries

Year ended December 31, 1994 1993 1992
------- ------- -------
(In millions, except per share amounts)
REVENUE $13,338 $11,921 $10,562
------- ------- -------
OPERATING EXPENSES
Telecommunications 6,916 6,373 5,684
Sales, operations and general 3,790 3,310 2,794
Depreciation 1,176 970 873
------- ------- -------
TOTAL OPERATING EXPENSES 11,882 10,653 9,351
------- ------- -------
INCOME FROM OPERATIONS 1,456 1,268 1,211

Interest expense (153) (178) (218)
Interest income 50 8 3
Other expense, net (73) (53) (33)
------- ------- -------
INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM 1,280 1,045 963

Income tax provision 485 418 354
------- ------- -------
Income before extraordinary item 795 627 609

Extraordinary loss on early debt
retirements, less applicable tax
benefit of $26 million - 45 -
------- ------- -------
NET INCOME $ 795 $ 582 $ 609
------- ------- -------
Dividends on preferred stock 1 1 20
------- ------- -------
EARNINGS APPLICABLE TO COMMON STOCKHOLDERS $ 794 $ 581 $ 589
======= ======= =======
EARNINGS PER COMMON AND COMMON EQUIVALENT SHARES
Income before extraordinary item $ 1.32 $ 1.12 $ 1.11
Loss on early debt retirements - (.08) -
------- ------- -------
Total $ 1.32 $ 1.04 $ 1.11
======= ======= =======
Weighted average number of common shares 604 562 532

See accompanying Notes to Consolidated Financial Statements

-8-
<PAGE> (Page 11 of 33)
BALANCE SHEETS
MCI Communications Corporation and Subsidiaries

December 31, 1994 1993
(in millions) ------- -------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,429 $ 165
Marketable securities 839 -
Receivables, net of allowance for
uncollectibles of $226 and $211 million 2,266 2,131
Other current assets 354 305
------- -------
TOTAL CURRENT ASSETS 4,888 2,601
------- -------
COMMUNICATIONS SYSTEM
System in service 9,766 8,563
Other property and equipment 2,452 2,172
------- -------
TOTAL COMMUNICATIONS SYSTEM IN SERVICE 12,218 10,735
Accumulated depreciation (4,349) (4,297)
Construction in progress 1,190 883
------- -------
TOTAL COMMUNICATIONS SYSTEM, NET 9,059 7,321
------- -------
OTHER ASSETS
Goodwill, net 1,103 1,093
Noncurrent marketable securities 824 -
Investment in affiliates 199 30
Other assets and deferred charges, net 293 231
------- -------
TOTAL OTHER ASSETS 2,419 1,354
------- -------
TOTAL ASSETS $16,366 $11,276
======= =======

See accompanying Notes to Consolidated Financial Statements

-10-(Cont'd)
<PAGE> (Page 12 of 33)
BALANCE SHEETS
MCI Communications Corporation and Subsidiaries

December 31, 1994 1993
(in millions) ------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued telecommunications expense $ 1,505 $ 1,507
Accounts payable 609 742
Other accrued liabilities 893 737
Long-term debt due within one year 130 215
------- -------
TOTAL CURRENT LIABILITIES 3,137 3,201
------- -------
NONCURRENT LIABILITIES
Long-term debt 2,997 2,366
Deferred taxes and other 1,228 996
------- -------
TOTAL NONCURRENT LIABILITIES 4,225 3,362
------- -------
STOCKHOLDERS' EQUITY
Preferred stock, $.10 par value, authorized
50 million shares and 20 million shares:
Series D convertible, outstanding 0 and
13,736 shares - 1
Class A common stock, $.10 par value, authorized
500 million and 0 shares, issued and outstanding
136 million and 0 shares 14 -
Common stock, $.10 par value, authorized 2
billion and 800 million shares,
issued 592 million shares 60 60
Additional paid in capital 6,227 2,493
Retained earnings 3,548 2,785
Treasury stock at cost, 48 and 51 million shares (845) (626)
------- -------
TOTAL STOCKHOLDERS' EQUITY 9,004 4,713
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $16,366 $11,276
======= =======

See accompanying Notes to Consolidated Financial Statements

-10-
<PAGE> (Page 13 of 33)
STATEMENTS OF CASH FLOWS
MCI Communications Corporation and Subsidiaries
Year ended December 31, 1994 1993 1992
(In millions) ------- ------- -------
OPERATING ACTIVITIES
Receipts from customers $13,298 $11,546 $10,328
Payments to suppliers and employees (10,472) (9,106) (8,156)
Taxes paid (393) (321) (292)
Interest paid (100) (150) (156)
Interest received 22 9 2
------- ------- -------
CASH FROM OPERATING ACTIVITIES 2,355 1,978 1,726
------- ------- -------
INVESTING ACTIVITIES
Cash outflow for communications system (2,790) (1,635) (1,251)
Cash outflow for customer-specific equipment (107) (98) (21)
Purchases of marketable securities (4,096) - -
Proceeds from sales of marketable securities 2,424 3 7
Investment in affiliates (284) (8) 22
Other, net (64) (21) (18)
------- ------- -------
CASH USED FOR INVESTING ACTIVITIES (4,917) (1,759) (1,261)
------- ------- -------
NET CASH FLOW BEFORE FINANCING ACTIVITIES (2,562) 219 465
------- ------- -------
FINANCING ACTIVITIES
Issuance of Senior Notes and other debt 939 756 481
Retirement of Senior Notes and other debt (246) (1,468) (218)
Commercial paper and bank credit facility
activity, net (239) (497) (69)
Issuance of preferred stock - 830 -
Redemption of preferred stock - - (400)
Issuance of Class A common stock 3,510 - -
Issuance of common stock for employee plans 248 319 168
Payment of dividends on common and
preferred stock (32) (28) (56)
Purchase of treasury stock (354) (198) (180)
------- ------- -------
CASH FROM (USED FOR) FINANCING ACTIVITIES 3,826 (286) (274)
------- ------- -------
Net increase (decrease) in cash and cash equivalents 1,264 (67) 191
Cash and cash equivalents at beginning of year 165 232 41
------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,429 $ 165 $ 232
======= ======= =======
Reconciliation of net income to cash from operating activities:
Net income $ 795 $ 582 $ 609
Adjustments to earnings:
Depreciation and amortization 1,230 1,019 955
Deferred income tax provision 269 253 213
Net change in operating activity accounts:
Receivables (135) (370) (155)
Payables 36 (68) (120)
Other operating activity accounts 160 562 224
------- ------- -------
CASH FROM OPERATING ACTIVITIES $ 2,355 $ 1,978 $ 1,726
======= ======= =======
See accompanying Notes to Consolidated Financial Statements
-12-
<PAGE> (Page 14 of 33)
<TABLE>
STATEMENTS OF STOCKHOLDERS' EQUITY
MCI Communications Corporation and Subsidiaries
<CAPTION>
Class A Additional Treasury Stock-
Preferred Common Common Paid in Retained Stock, holders'
Stock Stock Stock Capital Earnings at Cost Equity
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1991 $ 1 - $ 30 $1,788 $1,669 $(529) $2,959
Preferred stock redeemed (1) - - (399) - - (400)
Common stock issued for employee
stock and benefit plans
(10 million shares) - - - 72 - 129 201
Tax benefit of common stock
transactions related to
employee benefit plans - - - 18 - - 18
Net income - - - - 609 - 609
Common and preferred dividends - - - - (47) - (47)
Treasury stock purchased
(6 million shares) - - - - - (190) (190)
---- ---- ---- ------ ------ ----- ------
Balance at December 31, 1992 - - 30 1,479 2,231 (590) 3,150
Common stock issued for employee
stock and benefit plans
(23 million shares) - - - 179 - 160 339
Tax benefit of common stock
transactions related to
employee benefit plans - - - 36 - - 36
Net income - - - - 582 - 582
Common and preferred dividends - - - - (28) - (28)
Convertible preferred stock issued 1 - - 829 - - 830
Stock split effected in the form
of a 100% stock dividend - - 30 (30) - - -
Treasury stock purchased
(8 million shares) - - - - - (196) (196)
---- ---- ---- ------ ------ ----- ------
Balance at December 31, 1993 1 - 60 2,493 2,785 (626) 4,713
Class A common stock issued
(136 million shares) and
preferred stock converted (1) $14 - 3,496 - - 3,509
Common stock issued for employee
stock and benefit plans
(18 million shares) - - - 180 - 124 304
Tax benefit of common stock
transactions related to employee
benefit plans - - - 63 - - 63
Unrealized loss on marketable
securities - - - (5) - - (5)
Net income - - - - 795 - 795
Common and preferred dividends - - - - (32) - (32)
Treasury stock purchased
(15 million shares) - - - - - (343) (343)
---- ---- ---- ------ ------ ----- ------
Balance at December 31, 1994 $ - $14 $ 60 $6,227 $3,548 $(845) $9,004
==== ==== ==== ====== ====== ===== ======
See accompanying Notes to Consolidated Financial Statements
</TABLE>
-14-
<PAGE> (Page 15 of 33)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MCI Communications Corporation and Subsidiaries

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------
The financial statements include the consolidated accounts of MCI
Communications Corporation and its majority-owned subsidiaries
(collectively, the company) with all significant intercompany
transactions eliminated. The company uses the equity method to account
for entities in which it has less than a majority interest but can
exercise significant influence. Other investments are recorded at cost.

Revenue
-------
The company records as revenue the amount of communications services
rendered, as measured primarily by the minutes of traffic processed,
after deducting an estimate of the traffic which will be neither billed
nor collected.

Communications System
---------------------
The investment in communications system is recorded at cost and includes
material, interest, labor and overhead. The costs of construction and
equipment are transferred to communications system in service as
construction projects are completed and/or equipment is placed in
service. Depreciation is recorded commencing with the first full month
that the assets are in service and is provided using the straight-line
method over their estimated useful lives. Most of the company's
communications system assets are grouped in like pools for depreciation
purposes. For these asset groups, the cost of equipment retired in the
ordinary course of business, less proceeds, is charged to accumulated
depreciation. The company periodically reviews and adjusts the useful
lives assigned to fixed assets to ensure that depreciation charges
provide appropriate recovery of capital costs over the estimated
physical and technological lives of the assets. The weighted average
depreciable life of the assets comprising the communications system in
service approximates 10 years. Other property and equipment includes
buildings and administrative assets that are depreciated using lives of
up to 35 years. Maintenance and repairs are charged to expense as
incurred.

Goodwill
--------
Goodwill represents the excess of the cost to acquire subsidiaries over
the estimated fair market value of the net assets acquired. These
amounts are amortized using the straight-line method over lives ranging
from 10 to 40 years. Accumulated amortization at December 31, 1994 and
1993 was $131 million and $101 million, respectively.

-15-(Cont'd)
<PAGE> (Page 16 of 33)
Other Assets and Deferred Charges
---------------------------------
Included in other assets and deferred charges are rights-of-way
agreements with third parties, debt issuance costs and unamortized
customer discounts and service incentives. Rights-of-way costs are
amortized as the assets are placed in service, over the lesser of the
remaining term of the agreements or 25 years. Debt issuance costs are
amortized over the life of the applicable debt. Deferred customer
discounts and service incentives are amortized over the life of the
specific contract to which they relate.

Capital Leases
--------------
Certain of the company's lease obligations meet the criteria of a
capital lease. These obligations are recorded for financial reporting
purposes at the present value of the future lease payments, including
estimated bargain purchase options, discounted at the approximate
interest rate implicit in each lease. Corresponding amounts are
capitalized and depreciated over the estimated useful lives of the
equipment, which are generally longer than the terms of the leases.

Income Taxes
------------
The company files a consolidated federal income tax return on a March 31
fiscal year end. Deferred income taxes are provided on transactions
which are reported in the financial statements in different periods than
for income tax purposes. Effective January 1, 1993, the company adopted
Statement of Financial Accounting Standards No. 109 (SFAS 109),
Accounting for Income Taxes. The adoption of SFAS 109 had no impact on
the company's results of operations for the year ended December 31,
1993. Income tax benefits of tax deductions related to common stock
transactions with the company's employee benefit plans are recorded
directly to additional paid in capital.

Earnings Per Common and Common Equivalent Share
-----------------------------------------------
Earnings per common and common equivalent share amounts are based on the
weighted average number of shares of common stock outstanding during
each year adjusted for the effect of common stock equivalents arising
from the assumed exercise of stock options, if dilutive, and the assumed
conversion of the Series D convertible preferred stock in 1993 and the
subordinated convertible debt in 1992. Fully diluted earnings per share
are not materially different from primary earnings per share.

Cash and Cash Equivalents
-------------------------
Cash equivalents consist primarily of certificates of deposit,
securities of the U.S. Government and its agencies and corporate debt
securities all having maturities of ninety days or less when purchased.
The carrying amount reported in the accompanying balance sheet for cash
equivalents approximates fair value due to the short-term maturity of
these instruments.

-16-(Cont'd)
<PAGE> (Page 17 of 33)

At December 31, 1994 and 1993, checks not yet presented for payment of
$192 million and $193 million in excess of cash balances, respectively,
were included in current liabilities. The company had sufficient funds
available to cover these outstanding checks when they were presented for
payment.

Marketable Securities
---------------------
The company adopted Statement of Financial Accounting Standards No. 115
(SFAS 115), Accounting for Certain Investments in Debt and Equity
Securities, on January 1, 1994. SFAS 115 established new accounting and
reporting requirements for certain debt and equity securities. Since
the company does not intend to hold its securities for trading purposes
or until maturity, SFAS 115 requires the company to classify and record
its securities as available-for-sale. In accordance with the provisions
of SFAS 115, investments classified as available-for-sale are recorded
at fair value and any holding gains and losses are excluded from
earnings and reported as a net amount in additional paid in capital
until realized. The fair values are based on quoted market prices.
Realized gains and losses are recorded in the income statement and the
cost assigned to securities sold is based on the specific identification
method.

Foreign Exchange Contracts and Interest Rate Swaps
--------------------------------------------------
The company enters into foreign exchange contracts and interest rate
swap agreements to hedge its foreign currency risks and reduce its
interest rate exposure (see Note 5). While the company does not engage
in speculation, it is exposed to credit loss in the event of
nonperformance by the other parties to the agreements. The company
manages this credit risk by regularly monitoring and evaluating the
counterparties. As of December 31, 1994, the fair values of and
potential risk of loss on these agreements were not material.

Reclassification
----------------
Certain prior year information has been reclassified to conform to the
current year presentation.

NOTE 2. BRITISH TELECOMMUNICATIONS INVESTMENT

On September 30, 1994, British Telecommunications plc (BT) completed the
purchase of 136 million shares of the company's recently authorized
Class A common stock for $4.3 billion in cash, resulting in its
ownership of a 20% voting interest in the company. This purchase was
achieved by the company's issuance of 108.5 million shares of Class A
common stock to BT for $3.5 billion in cash on September 30, 1994 and
BT's conversion of 13,736 shares of Series D convertible preferred
stock, purchased for $830 million in June 1993, into 27.5 million shares
of Class A common stock (see Note 7 for further discussion).

-16-(Cont'd)
<PAGE> (Page 18 of 33)

In conjunction with the above investment, the company purchased for
approximately $79 million, a 24.9% equity interest in Concert
Communications Company (Concert), a business venture launched by BT in
July 1994 which provides global telecommunications services for business
customers. The company intends to continue making contributions to
Concert in order to maintain its proportionate interest. In addition,
the company purchased from BT substantially all of the operations of BT
North America Inc. (BTNA) in January 1994 for $108 million and divested
its interest in AAP Telecommunications Pty. Ltd. (Australia) in October 1994.

The company and BT lease each others' access lines at prevailing market
rates in the ordinary course of business to process traffic in the
United States and the United Kingdom. The company also conducts
business with Concert through the provision and receipt of communications
services at prevailing market rates. During 1994 and 1993, the amounts
associated with those transactions were immaterial to the company.

NOTE 3. MARKETABLE SECURITIES

As discussed in Note 1, effective January 1, 1994, the company adopted
SFAS 115 which requires accounting for debt and equity securities based
upon the company's intent to hold or sell the securities. As of
December 31, 1994, all of the company's marketable securities were
classified as available-for-sale and consisted of the following:

Gross Gross
Unreal- Unreal-
Amortized ized ized Fair
Cost Gains Losses Value
(In millions) ------ ----- ------ ------
Marketable securities included
in cash equivalents:
Certificates of deposit $ 602 - - $ 602
U.S. Government agency securities 265 - - 265
Corporate debt securities 449 - - 449
------ ---- ----- ------
1,316 - - 1,316
------ ---- ----- ------
Marketable securities maturing within one year:
Certificates of deposit 146 - - 146
U.S. Government agency securities 444 - $(2) 442
Corporate debt securities 252 - (1) 251
------ ---- ----- ------
842 - (3) 839
------ ---- ----- ------
Marketable securities maturing between
one year and five years:
U.S. Government agency securities 166 - (1) 165
Corporate debt securities 358 - (1) 357
U.S. Treasury securities 230 - (3) 227
Asset-backed securities 76 - (1) 75
------ ---- ----- ------
830 - (6) 824
------ ---- ----- ------
Total marketable securities $2,988 - $(9) $2,979
====== ==== ===== ======
-17-(Cont'd)
<PAGE> (Page 19 of 33)

At December 31, 1994, an unrealized loss of $9 million, net of estimated
tax benefit, reduced additional paid in capital by $5 million. Sales of
available-for-sale marketable securities during 1994 resulted in a net
realized loss of $3 million included in interest income.

NOTE 4. SUPPLEMENTARY BALANCE SHEET INFORMATION

December 31, 1994 1993
(In millions) ---- ----
Other current assets:
Deferred income taxes $115 $116
Other receivables, net 110 119
Other 129 70
---- ----
Total other current assets $354 $305
---- ----
Other accrued liabilities:
Taxes, other than income $263 $183
Payroll and employee benefits 156 182
Other 474 372
---- ----
Total other accrued liabilities $893 $737
---- ----
Deferred taxes and other:
Deferred taxes $1,192 $927
Other 36 69
------ ----
Total deferred taxes and other $1,228 $996
------ ----

NOTE 5. DEBT

Company debt consists of:
December 31, 1994 1993
(In millions) ------ ------
Senior Notes, with maturities ranging
from August 1995 to August 2004, at a
weighted average interest rate of 6.9%,
net of unamortized discount of $1 million $1,501 $1,095
Senior Debentures, with maturities ranging
from January 2023 to March 2025, at a
weighted average interest rate of 7.9%,
net of unamortized discount of $6 million 884 437
Capital lease obligations at a weighted
average interest rate of 8.7% 596 689
Commercial paper and bank credit facility
borrowings - 239
Other debt at a weighted average interest
rate of 5.4% 146 121
------ ------
Total debt 3,127 2,581
Debt due within one year (130) (215)
------ ------
Total long-term debt $2,997 $2,366
====== ======
-18-(Cont'd)
<PAGE> (Page 20 of 33)

Annual maturities of long-term debt for the five years after December 31,
1994 are as follows: $130 million in 1995; $424 million in 1996; $122
million in 1997; $89 million in 1998 and $558 million in 1999.

Total interest costs were $231 million in 1994, $239 million in 1993 and
$270 million in 1992, of which $78 million, $61 million and $52 million,
respectively, were capitalized.

At December 31, 1994 and 1993, the estimated fair value of the company's
long-term debt, excluding capital lease obligations, is listed below. This
valuation represents either quoted market values, where available, or the
company's estimate based upon market prices of comparable debt instruments.

December 31, 1994 1993
--------------- --------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ------ ------ ------
(In millions)
Senior Notes $1,501 $1,438 $1,095 $1,159
Senior Debentures 884 793 437 462
Commercial paper and bank
credit facility borrowings - - 239 239
Other debt 146 146 121 121
Total long-term debt, excluding ------ ------ ------ ------
capital leases $2,531 $2,377 $1,892 $1,981
------ ------ ------ ------

The favorable change in the fair value of debt reflects that a majority
of the company's debt was at fixed rates that were below the prevailing
market rates as of December 31, 1994.

Senior Notes and Debentures
---------------------------
In March 1994, the company issued $450 million principal amount of 7 3/4%
Senior Debentures due March 23, 2025, $300 million principal amount of 6
1/4% Senior Notes due March 23, 1999 and $200 million principal amount of
Senior Floating Rate Notes due March 16, 1999 (Senior Floating Rate
Notes). In conjunction with the issuance of the Senior Floating Rate
Notes, the company entered into an interest rate swap agreement for a
notional principal amount of $200 million which resulted in an effective
fixed interest cost of 6.37%. A substantial portion of the net proceeds
from these issuances was used to repay commercial paper borrowings while
the remaining proceeds were used for general corporate purposes. During
1994, the company also repaid $93 million of maturing Senior Notes,
leaving $2,385 million of debt securities outstanding at a weighted
average annual interest rate of 7.25% as of December 31, 1994.

On December 30, 1994, the company filed a $1 billion shelf registration
which will enable the company to issue debt securities with a range of
maturities at either fixed or variable rates. The company had no amounts
outstanding under the shelf registration as of December 31, 1994.

-18-(Cont'd)
<PAGE> (Page 21 of 33)
Commercial Paper and Bank Credit Facility Borrowings
----------------------------------------------------
On July 8, 1994, the company executed a $2 billion bank credit facility
agreement (Credit Facility) which replaced its previous $1.25 billion bank
credit facility. The Credit Facility expires in July 1999. This Credit
Facility supports the company's commercial paper program and, in
conjunction with this program, will be used to fund fluctuations in
working capital and other general corporate requirements.

During 1994, the company issued commercial paper and borrowed under the
credit facilities an aggregate of $6,637 million and repaid an aggregate
of $6,876 million of credit facility and commercial paper borrowings,
leaving no amounts outstanding under the Credit Facility and commercial
paper program at December 31, 1994. Borrowings under the commercial paper
program and Credit Facility are classified as noncurrent if the remaining
term of the Credit Facility agreement exceeds one year and the unused
commitment thereunder equals or exceeds the amount of commercial paper then
outstanding.

Retirements and Redemptions
---------------------------
In 1993, the company redeemed all $616 million, net of the unamortized
discount, of its Zero-Coupon Subordinated Convertible Notes due December
11, 2004. The funds for this redemption came from the issuance of Senior
Notes, Senior Debentures, commercial paper and credit facility
borrowings. Also in 1993, the company redeemed all $575 million principal
amount of its 10% Subordinated Debentures due April 1, 2011. These
redemptions were funded from segregated cash generated by the company's
operations and earnings, as well as a portion of the proceeds from the
sale of preferred stock to BT (see Note 2). An extraordinary loss of $45
million, net of current income tax benefit of $26 million, was recorded
for the 1993 redemptions.

NOTE 6. LEASE TRANSACTIONS

The gross and net book values of communications system financed by capital
leases was $604 million and $271 million, respectively, as of December 31,
1994 and $799 million and $359 million, respectively, as of December 31,
1993. Leases not capitalized are primarily for land on which
communications equipment is located and for administrative facilities,
including office buildings, vehicles, certain data processing equipment
and office equipment. Total rental expense for all operating leases was
$262 million, $227 million and $229 million for the years ended December
31, 1994, 1993 and 1992, respectively.

Future minimum rental commitments for capital leases are as follows: $120
million in 1995; $112 million in 1996; $105 million in 1997; $52 million
in 1998; $48 million in 1999 and $636 million thereafter. At December 31,
1994, aggregate future minimum capital lease payments were $1,073 million
including interest of $477 million. The present value of future capital
lease payments at December 31, 1994 was $596 million.

-19-(Cont'd)
<PAGE> (Page 22 of 33)

Future minimum rental commitments for noncancellable operating leases are
as follows: $174 million in 1995; $146 million in 1996; $110 million in
1997; $85 million in 1998; $69 million in 1999 and $203 million
thereafter. At December 31, 1994, aggregate future minimum payments for
noncancellable operating leases were $787 million.

NOTE 7. STOCKHOLDERS' EQUITY

On September 30, 1994, the company amended its certificate of
incorporation to increase the number of authorized shares of preferred
stock from 20 million to 50 million and of common stock from 800 million
to 2 billion and authorized 500 million shares of Class A common stock.
These changes, which became effective September 30, 1994, had been
previously approved by the company's stockholders at a special meeting
held on March 11, 1994.

Preferred Stock Rights Plan
---------------------------
On September 7, 1994, the company's board of directors adopted a
stockholders' rights plan (Rights Plan), effective September 30, 1994,
and declared a dividend, payable to the holders of record on October 11,
1994, of one preferred share purchase right (Right) for each outstanding
share of common stock and Class A common stock (collectively, Common
Shares) to the stockholders of record on that date. The Rights will also
be attached to certain future issuances of Common Shares. Each Right
entitles the registered holder to purchase from the company one
one-hundredth of a share of the company's Series E Junior Participating
Preferred Stock, par value $.10 per share, (Series E Preferred Stock) for
an initial purchase price of $100, subject to adjustment.

The Rights will become exercisable upon the occurrence of certain
specified events, including a public announcement that a person or group
of affiliated or associated persons (Acquiring Person) have acquired
beneficial ownership of 10% or more of the outstanding Common Shares
(more than 20.1% in the case of share acquisitions by BT). In the event
that any person or group of affiliated or associated persons becomes an
Acquiring Person, each holder of a Right (other than Rights beneficially
owned by the Acquiring Person, which will become void), will thereafter
have the right, subject to certain restrictions, to receive upon exercise
in lieu of Series E Preferred Stock that number of shares of the
company's common stock (or, at the option of the company, that number of
one one-hundredth of Series E Preferred Stock) determined as set forth
in the Rights Plan.

For purposes of the Rights Plan, the company's board of directors has
designated 10 million shares of Series E Preferred Stock which amount may
be increased or decreased by the board of directors. All Rights expire
on September 30, 2004, unless this date is extended or the Rights are
earlier redeemed or exchanged by the company in accordance with the
Rights Plan.

-19-(Cont'd)
<PAGE> (Page 23 of 33)
Series D Convertible Preferred Stock
------------------------------------
In June 1993, the company issued 13,736 shares of preferred stock,
designated as Series D convertible preferred stock (Series D), to BT for
$830 million. On September 30, 1994, all of the Series D was converted
into 27.5 million shares of Class A common stock. The company paid
dividends of $50 and $100 per share on the Series D in 1994 and 1993,
respectively.

Class A Common Stock
--------------------
On September 30, 1994, BT completed the purchase of 136 million shares
of the company's recently authorized Class A common stock for $4.3
billion, resulting in a 20% voting interest in the company. This
purchase was achieved by the company's issuance of 108.5 million shares
of Class A common stock to BT for a cash payment of $3.5 billion on
September 30, 1994, and BT's conversion of 13,736 shares of Series D,
purchased for $830 million in June 1993, into 27.5 million shares of
Class A common stock.

As of December 31, 1994, all of the Class A common stock was held by BT.
The Class A common stock is equivalent on a per share basis to the
existing common stock, except with respect to certain voting rights. BT
is entitled to proportionate representation on the company's board of
directors, which currently equates to three seats. In addition to board
representation, BT is entitled to preemptive rights with respect to the
issuance of additional shares of common stock and to investor protections
with respect to certain corporate actions of the company. Shares of
Class A common stock automatically convert into common stock upon
transfer and in certain other events.

Due to the timing of the issuance of the Class A common stock, the
company paid one of its semiannual dividends of $.025 per share on its
Class A common stock in 1994.

Common Stock
------------
On May 24, 1993, the company's board of directors declared a two-for-one
stock split in the form of a 100% stock dividend, which was issued on
July 9, 1993 to stockholders of record as of the close of business on
June 11, 1993. The following have been adjusted for the effect of the
common stock dividend: all per share amounts, 1994 and 1993 treasury
stock transactions, the December 31, 1994 and 1993 treasury stock share
balances and data as to common stock options and the employee stock
purchase plan.

In 1994, 1993 and 1992, the company paid semiannual dividends in the
aggregate of $.05 per share on its common stock.

-20-(Cont'd)
<PAGE> (Page 24 of 33)
NOTE 8. STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS

Employee and Directors' Stock Option Plans
------------------------------------------
The current Employee Stock Option Plan (the Plan) provides for the
issuance of up to 102 million shares of common stock. On an annual
basis, pursuant to the Plan, the board of directors may increase the
maximum number of shares available for issuance under the Plan as of each
January 1, by up to 5% of the number of shares of common stock
outstanding at each such date. Options granted under the Plan are
exercisable at such times and in such installments as determined by the
compensation committee of the board of directors. Options granted under
the Plan may not have an option price less than the fair market value of
the common stock on the date of the grant.

Stock appreciation rights may be granted in combination with a stock
option either at the time of the grant or anytime thereafter. No stock
appreciation rights had been granted as of December 31, 1994.

The compensation committee may also grant restricted stock awards and
performance share awards, subject to such conditions, restrictions and
requirements as the committee may determine in its sole discretion.
During the year ended December 31, 1994, there were 330,000 restricted
shares granted. As of December 31, 1994, there were approximately
1,062,000 restricted shares outstanding. No performance share awards had
been issued as of December 31, 1994.

The compensation committee may grant both incentive stock options and
non-qualified options under the Plan. All options granted in the last
three years have been non-qualified options. These non-qualified options
expire after ten years and are exercisable to the extent of 33% of the
option shares after one year, 66% after two years and 100% after three
years. Incentive stock options expire between five and ten years after
issuance and are exercisable to the extent of 33% of the option shares
after one year, 66% after two years and 100% after three years.

The Plan permits the holder of an option to pay the purchase price for
stock option exercises by surrendering shares of the company's common
stock having a fair market value equal to, or greater than, the purchase
price.

The company also has a stock option plan for non-employee directors (the
Directors' Plan) which provides for the issuance of up to 1,000,000
shares of common stock. Under the Directors' Plan, each non-employee
director has been granted a five-year option to purchase up to 40,000
shares of common stock at the closing price of the common stock on the
date of grant. The options are exercisable after the first anniversary
of the date of grant, in cumulative installments of 25% per year.
Similar options will be granted automatically to all new board members
who are not employees, including the nominee directors from BT. Upon the
fifth anniversary of the date of grant of options, the unexercised
portion of the grant shall be canceled and a new option for 40,000 shares
shall be granted automatically.

-20-
<PAGE> (Page 25 of 33)

Additional information with respect to stock options under these plans
is:
Option Amount
Number ----------------------
of Shares Per Common Share Total
---------------------------------
(In millions, except per common share amounts)

Shares under option, December 31, 1991 44.8 $ 2.69-22.44 $ 546.3
Options granted 17.0 15.82-17.38 269.7
Options exercised (9.0) 2.69-19.57 (85.2)
Options terminated (2.8) 2.69-22.44 (39.9)
---- ----------- -------
Shares under option, December 31, 1992 50.0 3.25-22.44 690.9
Options granted 18.6 20.56-28.75 394.5
Options exercised (15.0) 3.25-22.44 (202.4)
Options terminated (2.3) 9.38-28.75 (40.6)
---- ----------- -------
Shares under option, December 31, 1993 51.3 3.44-28.75 842.4
---- ----------- -------
Options granted 22.3 18.88-26.88 587.1
Options exercised (8.1) 3.44-22.44 (110.2)
Options terminated (3.2) 3.81-28.75 (74.9)
---- ----------- -------
Shares under option, December 31, 1994 62.3 $ 3.44-28.75 $1,244.4
---- ----------- -------
Options exercisable, December 31, 1994 26.6 $ 3.44-28.75 $ 406.8
==== ============ =======
Shares available for future grant,
December 31, 1994 19.3
====

Employee Stock Purchase Plan
----------------------------
Under the company's Employee Stock Purchase Plan (the ESPP Plan), 45
million shares of common stock are available for purchase by eligible
employees of the company through payroll deductions of up to 15% of their
eligible compensation. The purchase price is equal to the lesser of (a)
85% of the fair market value of the stock on the date it is purchased or
(b) 85% of the fair market value of the stock on certain specified
valuation dates.

Common Stock Reserved for Future Issuance
-----------------------------------------
At December 31, 1994, 100.9 million shares of the company's authorized
common stock were reserved for future issuance under the Employee and
Directors' Stock Option Plans and the ESPP Plan. The company has opted to
use treasury shares to fulfill the purchases made under these plans during
the three-year period ended December 31, 1994.

-21-(Cont'd)
<PAGE> (Page 26 of 33)
NOTE 9. EMPLOYEE BENEFIT PLANS

Pension Plans
-------------
The company maintains a noncontributory defined benefit pension plan (MCI
Plan) and a supplemental pension plan (Supplemental Plan). Western Union
International, Inc. (WUI), a subsidiary of the company, also has a defined
benefit pension plan (WUI Plan). Collectively, these plans cover
substantially all full-time employees.

The MCI Plan and the Supplemental Plan provide pension benefits that are
based on the employee's compensation for each year of service prior to
retirement. The WUI Plan provides pension benefits based on the employee's
compensation for each year of service after 1990 and prior to retirement.

The company's policy is to fund the MCI Plan and the WUI Plan in accordance
with the funding requirements of the Employee Retirement Income Security
Act of 1974 and within the limits of allowable tax deductions. The assets
of the plans are primarily invested in corporate equities, government
securities and corporate debt securities.

Net periodic pension cost includes:

Year ended December 31, 1994 1993 1992
(In millions) ---- ---- ----
Service cost during the period $37 $18 $15
Interest cost on projected benefit obligation 21 14 12
Actual return on plan assets 3 (21) (11)
Net amortization and deferral (20) 7 (2)
---- ---- ----
Net pension cost $41 $18 $14
---- ---- ----
Pension cost increased in 1994 primarily due to a plan amendment which
increased MCI Plan benefits effective January 1, 1994.

The company's pension asset (obligation) consists of:
December 31, 1994 1993
(In millions) ----- -----
Plan assets at fair value $ 254 $ 188
Accumulated benefit obligation including vested
benefits of $173 in 1994 and $168 in 1993 (194) (186)
Plan assets in excess of accumulated ----- -----
benefit obligation 60 2
===== =====
Plan assets at fair value 254 188
Projected benefit obligation for service
rendered to date (271) (224)
Projected benefit obligation in excess ----- -----
of plan assets (17) (36)
Unrecognized net (gain) loss from past experience
different from that assumed (16) 5
Prior service cost not yet recognized in net
periodic pension cost 64 18
Unrecognized net asset at January 1, 1986
being recognized over 16 years (5) (6)
----- -----
Total pension asset(obligation) $ 26 $ (19)
===== =====
-22-(Cont'd)
<PAGE> (Page 27 of 33)

The discount rate and rate of increase in future compensation levels used
in determining the actuarial present value of the projected benefit
obligation at December 31, 1994 were 8.75% and 5%, respectively, for both
the MCI and WUI plans. At December 31, 1993, the discount rate used was
7.75% for the MCI Plan and 7.25% for the WUI Plan and the rate of increase in
future compensation levels was 5% for both plans. The expected long-term
rate of return on assets in both 1994 and 1993 was 9% for the MCI Plan and
8.5% for the WUI Plan.

Annual service cost is determined using the Projected Unit Credit actuarial
method and prior service cost is amortized on a straight-line basis over the
average remaining service period of employees.

Employee Stock Ownership Plan and 401(k) Plans
----------------------------------------------
The company has combined employee stock ownership (ESOP) and 401(k) retirement
savings plans (RSP) covering substantially all of its employees. The savings
plans allow employees to defer pre-tax income in accordance with the
requirements of Internal Revenue Code Section 401(k). The company matches
employee contributions up to a certain limit. Participants vest in the
company's matching contributions at a rate of 20% per year of service and are
immediately 100% vested in their elective deferrals.

During 1994, the company made a one time supplemental contribution of 874,317
shares of common stock to the 401(k) sections of its plans in place of a
contribution to the ESOP for the plan year ended December 31, 1993. At this
time, future contributions to the ESOP have been suspended. The company
contributed 1,015,414 shares of its common stock to the ESOP for the plan year
ended December 31, 1992. Effective January 1, 1994 the company increased the
matching contribution on 401(k) contributions to encourage employee savings.
The company contributed 1,454,600 shares, 791,447 shares and 904,796 shares
of its common stock as the company's matching contribution to the RSP for the
plan years ended December 31, 1994, 1993 and 1992, respectively.

WUI sponsors a 401(k) savings plan for its collectively bargained employees
(WUI 401(k)). The savings plan is intended to meet requirements of Internal
Revenue Code Section 401(k). WUI 401(k) participants vest in the company's
matching contributions at a rate of 20% per year of service and are
immediately 100% vested in their elective deferrals. The company contributed
21,870 shares, 18,974 shares and 27,486 shares of its common stock to the WUI
401(k) for the plan years ended December 31, 1994, 1993 and 1992,
respectively.

Postemployment Benefits
-----------------------
Effective January 1, 1994, the company adopted Statement of Financial
Accounting Standards No. 112 (SFAS 112), Employers' Accounting for
Postemployment Benefits. SFAS 112 requires that if defined conditions are
met, postemployment benefits be estimated and accrued rather than recognized
as an expense when paid. Adoption of this new standard did not have a
material impact on the company's financial position or results of operations
as of and for the year ended December 31, 1994.

-22-
<PAGE> (Page 28 of 33)
NOTE 10. INCOME TAXES

The components of the total income tax provision are:

Year ended December 31, 1994 1993 1992
(In millions) ---- ---- ----
Current
Federal $190 $148 $121
State and local 26 17 20
---- ---- ----
Current income tax provision 216 165 141
---- ---- ----
Deferred
Federal 243 227 193
State and local 26 26 20
---- ---- ----
Deferred income tax provision 269 253 213
---- ---- ----
Total income tax provision $485 $418 $354
==== ==== ====

A reconciliation of the statutory federal income tax rate to the company's
effective income tax rate is:

Year ended December 31, 1994 1993 1992
---- ---- ----
Statutory federal income tax rate 35% 35% 34%
State and local income taxes, net
of federal income tax effect 3 3 3
Nondeductible amortization 1 1 1
Changes in federal tax laws - 1 -
Other (1) - (1)
---- ---- ----
Effective income tax rate 38% 40% 37%
==== ==== ====

In 1994, 1993 and 1992 the company recorded a tax benefit of $63 million,
$36 million and $18 million, respectively, to additional paid in capital
for tax deductions related to common stock transactions with its employee
benefit plans.

-23-(Cont'd)
<PAGE> (Page 29 of 33)

At December 31, 1994, 1993 and 1992, the company's net deferred income tax
liability is comprised of the following:
1994 1993 1992
(In millions) ------- ------- -----
Deferred income tax asset $ 321 $ 338 $ 292
Deferred income tax liability (1,398) (1,149) (850)
------- ------- -----
Net deferred income tax liability $(1,077) $ (811) $(558)
======= ======= =====
The components of these amounts are:
Communications system $(1,312) $(1,097) $(831)
Allowance for uncollectibles 46 20 50
Realignment expenses 4 56 -
License fees 10 29 35
Customer discounts (61) (43) (5)
Alternative minimum and general
business tax credits 102 116 83
Other, net 134 108 110
------- ------- -----
Net deferred income tax liability $(1,077) $ (811) $(558)
======= ======= =====

The company has not recorded any valuation allowances against its deferred
income tax assets, either upon adoption of SFAS 109 or during the years
ended December 31, 1994 and 1993.

At December 31, 1994, for federal income tax purposes, the company has
available $22 million of general business tax credit carryforwards expiring
after the year 2000 and $196 million of Alternative Minimum Tax (AMT)
credit carryforwards which have no expiration date. In addition, the
company has available $60 million of acquired net operating loss
carryforwards and $62 million of acquired AMT net operating loss
carryforwards expiring through 2006.

NOTE 11. CONTINGENCIES

The company, in the normal course of business, is a party to a number of
lawsuits and regulatory and other proceedings. The company's management
does not expect that the results in these lawsuits and proceedings will
have a material adverse effect on the consolidated financial position or
results of operations of the company.

In December 1992, the company petitioned the United States District Court
for the District of Columbia for a declaratory ruling that certain patents
being asserted by AT&T Corp. (AT&T) were invalid and that AT&T should be
otherwise barred from enforcing them against the company. AT&T
counterclaimed that the company was violating certain additional patents.
In May 1993, AT&T and Unitel Communications Inc., a Canadian corporation in
which AT&T has an equity interest, filed a companion suit in Canada,

-23-(Cont'd)
<PAGE> (Page 30 of 33)

alleging that the company and the Stentor Group of Canadian telephone
companies (with which the company has an alliance) are infringing in Canada
four of the patents at issue in the U.S. litigation. Although these
actions are still in their early stages, the company does not expect that
either of these matters will have a material adverse effect on the
consolidated financial position or results of operations of the company.

-23-
<PAGE> (Page 31 of 33)
NOTE 12. SELECTED QUARTERLY INFORMATION (Unaudited)

Three months ended Dec. 31, Sept. 30, June 30, Mar. 31,
1994 1994 1994 1994
(In millions, except per share amounts) ------ ------ ------ ------
Revenue $3,401 $3,407 $3,309 $3,221
Operating expenses:
Telecommunications 1,764 1,765 1,715 1,672
Sales, operations and general 999 952 933 906
Depreciation 358 282 272 264
Income from operations 280 408 389 379
Net income 151 220 215 209
Earnings applicable to
common stockholders 151 220 214 209
Earnings per common and common
equivalent shares .22 .38 .37 .36
Weighted average number of shares of
common stock and common stock
equivalents outstanding 685 579 575 580
------ ------ ------ ------

Three months ended Dec 31, Sept 30, June 30, Mar 31,
1993 1993 1993 1993
(In millions, except per share amounts) ------ ------ ------ ------
Revenue $3,128 $3,054 $2,929 $2,810
Operating expenses:
Telecommunications 1,659 1,636 1,573 1,505
Sales, operations and general 992 814 772 732
Depreciation 256 245 236 233
Income from operations 221 359 348 340
Income before extraordinary item 107 174 178 168
Net income 107 174 150 151
Earnings applicable to
common stockholders 107 174 149 151
Earnings per common and common
equivalent shares:
Income before extraordinary item .18 .30 .32 .31
Loss on early debt retirements - - (.05) (.03)
------ ------ ------ ------
Total .18 .30 .27 .28
Weighted average number of shares of
common stock and common stock
equivalents outstanding 581 580 554 538
------ ------ ------ ------
The three months ended December 31, 1994 includes incremental expenses of $70
million associated with the launch of networkMCI BUSINESS, an additional $63
million depreciation charge, a $25 million charge for the settlement of two
class action suits relating to the provision of 900 services and a $10 million
gain on the sale of AAP Telecommunications Pty. Ltd.

The three months ended December 31, 1993 includes a $150 million charge
primarily associated with the company's strategic realignment, streamlining of
engineering and network operations facilities and relocation of certain
operations to lower cost areas.

Since there are changes in the weighted average number of shares outstanding
each quarter, the sum of earnings per share by quarter does not equal the
earnings per share for the year.
-24-
<PAGE> (Page 32 of 33)
REPORT OF MANAGEMENT
MCI Communications Corporation and Subsidiaries

The management of the company is responsible for the financial
information and representations contained in the financial
statements, notes and all other sections of the annual report. The
financial statements have been prepared in conformity with
generally accepted accounting principles appropriate under the
circumstances to reflect, in all material respects, the substance
of events and transactions which have occurred. In preparing the
financial statements, it is necessary that management make informed
estimates and judgments based on currently available information in
order to record the results of certain events and transactions.

The company maintains a system of internal controls designed to
enable management to meet its responsibility for reporting reliable
financial information. The system is designed to provide
reasonable assurance that assets are safeguarded and transactions
are recorded and executed with management's authorization.
Internal control systems are subject to inherent limitations due to
the necessity to balance costs incurred with benefits provided.
The company believes that the existing system of internal controls
provides reasonable assurance that errors or irregularities that
could be material to the financial statements are prevented or
would be detected in a timely manner.

The board of directors pursues its oversight role for the financial
statements through its audit committee, which is comprised solely
of directors who are not officers or employees of the company.
They are responsible for engaging, subject to stockholder approval,
the independent accountants. The audit committee meets
periodically with management and the independent accountants to
review their activities in connection with financial reporting
matters. The independent accountants have full and free access to
meet with the audit committee, without management representatives
present, to discuss the results of their examination and the
adequacy and quality of internal controls and financial reporting.

The report of our independent accountants, Price Waterhouse LLP,
appears herewith. Their audit of the financial statements includes
a review of the company's system of internal controls and testing
of records as required by generally accepted auditing standards.

/s/BRADLEY E. SPARKS
--------------------
Bradley E. Sparks
Vice President and Controller
January 25, 1995

-25-(Cont'd)
<PAGE> (Page 33 of 33)
REPORT OF INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP

To the Board of Directors and Stockholders of
MCI Communications Corporation

In our opinion, the consolidated balance sheets and the related
consolidated income statements, statements of cash flows and
stockholders' equity appearing on pages 8, 10, 12, and 14, through
24 present fairly, in all material respects, the financial position
of MCI Communications Corporation and its subsidiaries at December
31, 1994 and 1993, and the results of their operations and their
cash flows for each of the three years in the period ended December
31, 1994, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of
the company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.

/s/PRICE WATERHOUSE LLP
-----------------------
Price Waterhouse LLP
January 25, 1995
Washington, D.C.

-25-

Exhibit 21
----------
(1 of 1)

Significant Subsidiaries of MCI Communications Corporation at
December 31, 1994

Subsidiary State of Incorporation
---------- ----------------------

MCI International, Inc. Delaware

MCI International Telecommunications Corporation Delaware

MCI Telecommunications Corporation Delaware

Telecom*USA, Inc. Delaware

Exhibit 23
----------
(1 of 1)

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-8 (Nos. 33-21740, 33-23275, 33-29547, 33-29549, 33-29550,
33-35339, 33-49304, 33-49403, 33-52133 and 33-58071) and Form S-3
(Nos. 33-48913, 33-49387 and 33-57155) of MCI Communications
Corporation of our report dated January 25, 1995, which appears
on page 25 of the company's Annual Report to Stockholders, which
is incorporated by reference in this Annual Report on Form 10-K
for the year ended December 31, 1994. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 22 of this Annual
Report on Form 10-K.

/s/ PRICE WATERHOUSE LLP
-------------------------
PRICE WATERHOUSE LLP

Washington, D.C.
March 31, 1995

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet of MCI Communications Corporation and Subsidiaries at
December 31, 1994 and the income statement for the year ended December 31,
1994 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000064079
<NAME> MCI COMMUNICATIONS CORPORATION
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 1,429
<SECURITIES> 839
<RECEIVABLES> 2,492
<ALLOWANCES> 226
<INVENTORY> 0
<CURRENT-ASSETS> 4,888
<PP&E> 13,408
<DEPRECIATION> 4,349
<TOTAL-ASSETS> 16,366
<CURRENT-LIABILITIES> 3,137
<BONDS> 2,997
<COMMON> 74
0
0
<OTHER-SE> 8,930
<TOTAL-LIABILITY-AND-EQUITY> 16,366
<SALES> 13,338
<TOTAL-REVENUES> 13,338
<CGS> 0
<TOTAL-COSTS> 11,882
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 394
<INTEREST-EXPENSE> 153
<INCOME-PRETAX> 1,280
<INCOME-TAX> 485
<INCOME-CONTINUING> 795
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 795
<EPS-PRIMARY> 1.32
<EPS-DILUTED> 1.32

</TABLE>

<TABLE> Exhibit 99 (a)
--------------
Schedule V
MCI COMMUNICATIONS CORPORATION AND SUBSIDIARES
COMMUNICATIONS SYSTEM
(IN MILLIONS)
<CAPTION>
----------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
----------------------------------------------------------------------------------------------
Balance at Other Balance
beginning Additions Retirements Additions at end
of period at cost or sales (deductions) of period
----------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
For the year ended December 31, 1994:
Communications system in service $8,563 $ 3 $ (829) $2,029 $9,766
Furniture, fixtures and office equipment 1,515 0 (219) 500 1,796
Other property and equipment 657 0 (42) 41 656
Communications system under construction
and equipment for future use 883 2,822 (4) (2,511) 1,190
------ ------ ------- ------ ------
Total $11,618 $2,825 $(1,094) $ 59 $13,408
====== ====== ======= ====== ======

For the year ended December 31, 1993:
Communications system in service $ 7,723 $ 38 $ (607) $1,409 $ 8,563
Furniture, fixtures and office equipment 1,279 0 (134) 370 1,515
Other property and equipment 645 0 (41) 53 657
Communications system under construction
and equipment for future use 669 2,152 (11) (1,927) 883
------- ------ ------ ------ -------
Total $10,316 $2,190 $ (793) $ (95) $11,618
======= ====== ====== ====== =======

For the year ended December 31, 1992:
Communications system in service $7,273 $ 4 $ (610) $1,056 $ 7,723
Furniture, fixtures and office equipment 1,120 3 (128) 284 1,279
Other property and equipment 599 1 (19) 64 645
Communications system under construction
and equipment for future use 692 1,363 (4) (1,382) 669
------ ------ ------ ------ -------
Total $9,684 $1,371 $ (761) $ 22 $10,316
====== ====== ====== ====== =======

</TABLE>

Exhibit 99 (b)
<TABLE> --------------
Schedule VI
MCI COMMUNICATIONS CORPORATION AND SUBSIDIARES
ACCUMULATED DEPRECIATION OF COMMUNICATIONS SYSTEM
(IN MILLIONS)
<CAPTION>
----------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
----------------------------------------------------------------------------------------------
Balance at Additions Other Balance
beginning charged Retirements Additions at end
of period to expense or sales (deductions)of period
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
For the year ended December 31, 1994:
Communications system in service $3,197 $ 886 $ (834) $ (8) $3,241
Furniture, fixtures and office equipment 850 248 (219) (6) 873
Other property and equipment 250 26 (41) 0 235
------ ------ ------- ----- ------
Total $4,297 $1,160 $(1,094) $ (14) $4,349
====== ====== ======= ===== ======

For the year ended December 31, 1993:
Communications system in service $3,140 $ 688 $ (605) $ (26) $3,197
Furniture, fixtures and office equipment 769 213 (99) (33) 850
Other property and equipment 242 51 (38) (5) 250
------ ------ ------ ----- ------
Total $4,151 $ 952 $ (742) $ (64) $4,297
====== ====== ====== ===== ======

For the year ended December 31, 1992:
Communications system in service $3,170 $ 599 $ (590) $ (39) $3,140
Furniture, fixtures and office equipment 618 193 (59) 17 769
Other property and equipment 199 51 (18) 10 242
------ ----- ------ ----- -------
Total $3,987 $ 843 $ (667) $(12) $4,151
====== ====== ====== ===== =======

</TABLE>

Exhibit 99 (c)
--------------
Schedule VIII
MCI COMMUNICATIONS CORPORATION AND SUBSIDIARES
VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR UNCOLLECTIBLES
(IN MILLIONS)

Balance at Balance
Beginning Deductions at End
of Period Additions (Write-Offs) of Period
--------- --------- ------------ ---------

December 31, 1994. . . . . . . . $211 394 379 $226

December 31, 1993. . . . . . . . 189 346 324 211

December 31, 1992. . . . . . . . 156 411 378 189

Exhibit 99 (d)
--------------
MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CAPITALIZATION SCHEDULE
(In millions)

Set forth below is the capitalization of the company as of December 31,
1994:

Secured debt:
Capital lease obligations ........................... $ 596
Other secured obligations ........................... 36
------
Total secured debt ................................ 632
------
Unsecured debt:
Senior Notes........................................ 1,501
Senior Debentures, net.............................. 884
Commerical Paper and bank credit facilitiy borrowings -
Other unsecured debt................................. 110
------
Total unsecured debt .............................. 2,495
------
Total debt ..................................... 3,127
------

Stockholders' equity:
Class A common stock, $.10 par value, authorized 500
million shares and outstanding 136 million shares.. 14
Common stock, $.10 par value, authorized 2 billion
shares, issued 592 million shares.................. 60
Additional paid in capital........................... 6,227
Retained earnings.................................... 3,548
Treasury stock at cost, 48 million shares............ (845)
-------
Total stockholders' equity...................... 9,004
-------
Total capitalization............................ $12,131
=======

See Note 6 of Notes to Consolidated Financial Statements on page 19 of
of the company's Annual Report to Stockholders, which is included in
Exhibit 13 to this Annual Report on Form 10-K, for information concerning
the company's capital lease obligations, which are obligations of
subsidiaries of the company that are guaranteed by the company.
Interest rates on capital lease obligations, on a weighted average
basis, approximated 8.7% per annum at December 31, 1994.

For additional information concerning the company's long-term debt, see
Note 5 of Notes to Consolidated Financial Statements on pages 17 through
18 of the company's Annual Report to Stockholders, which is included in
Exhibit 13 to this Annual Report on Form 10-K.